ML20135C996

Finding of No Significant Antitrust Changes

ML20135C996
Person / Time
Site:	Clinton
Issue date:	09/09/1985
From:	NRC
To:
Shared Package
ML20135C946	List: ML20135C944 ML20135C963 ML20135C996
References
A, NUDOCS 8509130233
Download: ML20135C996 (117)

Text

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t CLINTON NUCLEAR POWER STATION, UNIT 1 ILLIN0IS POWER COMPANY, SOYLAND POWER COOPERATIVE, INC. AND WESTERN ILLINOIS POWER COOPERATIVE, INC.

DOCKET NO. 50-461 FINDING OF NO SIGNIFICANT ANTITRUST CHANGES E

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INDEX .

I. Introduction II. Structure of the Electric Power Industry in Illinois A. Investor Owned Utility Systems

1. Illinois Power Company

2. Central Illinois Public Service Company

3. Central Illinois Light Company

4. Electric Energy. Inc.

B. Municipal Electric Systems C. Cooperative Power Systems III. The Construction Permit Antitrust Review IV. Changes Since the Construction Permit Review

! ' A. Changes Resulting from License Conditions B. Changes Not Resulting from Liceiise Conditions ,

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V. Sumary and Conclusion Appendices A. Illinois Power Service Area Map B. Municipal Generating Systems Located in Illinois C. Members of Soyland Power Cooperative D. Members of Western Illinois Power Cooperative E. Clinton CP License Conditions and l Department of Justice " Advice Letter" F. FERC Litigation l

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I. Introduction -

Unlike the procedure established for review of construction permits, prospective operating licensees are not required to undergo formal antitrust reviews unless the NRC staff 1 has made the determination that there have been "significant changes" in the licensee's activities or proposed activities subsequent to the review by the Attorney General and the Commission at the construction permit

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1 The Commission in its recent Summer 8 decision has provided the staff with a

set of criteria to be used in making the significant change determination for l prospective operating license (OL) applicants.  !

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! "T.'.: :t:tuta contemplates that the change or changes, (1) have occurred since the previous antitrust review of the licensee (s);

j (2) are reasonably attributable to the licensee (s); and (3) have i antitrust implications that would most likely warrant some Commission remedy."4 -

i i To warrant an affirmative significant change finding, i.e. , triggering a formal i

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j OL antitrust review, the particular change (s) must meet all three of these  ;

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l Staff has documented two groupings of " changes" in its analysis of the Clinton

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l OL application that warrant analysis under Summer: 1) those resulting from the (

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"This responsibility was officially delegated to the Director of Nuclear Reactor Regulation in a memorandum dated September 12, 1979 from Chairman ,

Hendrie to the Directors of NRR and NMSS. 6 2Section 105c(2) of the Atomic Energy Act of 1954, as amended.

I sVirgil C. Summer Nuclear Station, No. 1, Docket No. 50-395A, dated June 30,  !

1980. ,

' Summer, p. 7 i

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. i applicant's CP license conditions; and 2) those not directly resultant from the  !

> CP license conditions. Staff has found no change in either group that meets  !'

n all three Summer criteria and consequently is not recommending a formal OL antitrust review. -

i To put these changes in prospective, it is helpful to first review the structure !

of the market pertinent to this review and the basis or benchmark from which change is measured.

II. Structure of the Electric Power Industry in Illinois l

i The electric power industry in Illinois can be segmented into two portions, l that integral to the City of Chicago and its surrounding area, and the remainder of the state.

The Chicingo area is serviced by one of the largest domestic electric power companies, Commonwealth Edison Company. The remainder of the state (i.e.,

from the north central portion, to the southern tip of the state) is serviced f l by a group of power companies including municipal, cooperative and private l power companies.  !

I The relevant marketing area for the Clinton Nuclear Power Station focuses  !

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on the central and southern portions of the State of Illinois, i.e., the area I in which the incidence of any anticompetitive practices associated with the activities of the Clinton Applicants will have the greatest impact. This is  !

the area in which the three applicants serve.and the. area where.the.use of the power and energy generated by the Clinton nuclear plant will be most i concentrated.  !

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A. Investor-Owned Utility Systems (IOU) ,

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1. Illinois Power Company (Illinois Power) i Illinois Power, the company responsible for constructing and operating the j Clinton plant, is the largest electric utility system in the relevant marketing  !

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area, in terms of owned or controlled generating capacity, high voltage l transmission facilities and electric load served. In 1979, Illinois Power had l 1 ,

1 7A0 W nf nonerating Capacity; 2,448 miles of transmission lines 69 kv or

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, higher; and a (summer) peak load of 3,019 N. -

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{ Illinois Power's service area is concentrated in the central and. southern l portions of the state, where roughly 80% of its revenues are generated--the remainder of the Company's operating revenues comes from properties located j in the northern portion of the state. The three geographic service areas are

)r non-contiguous, however they are all linked by company-owned high voltage l transmission lines as well as with interconnections to other power companies in the area. (See map of Illinois Power's service area, included as l

Appendix A.)

, Illinois Power's operating revenues for 1979 amounted to $752 million l (approximately 65 percent from electric operations and 35 percent from gas

! taci nty operations), with not income of $91 million.

2. Central Illinois Public Service Company (Central Illinois) 4 j Dutside of the Chicago area, in the lower two-thirds of the State, Central j j Illinois is the second largest 100 following closely behind Illinois Power

in generating and transmission facilities owned and electric load served.

In 1979 , Central Illinois owned or controlled 2,581 % of generating capacity; j 3,581 miles of transmission line 69 kv or higher; and had a summer peak load ,

I of 1,818 N. Central Illinois had operating revenues of-4448 million-for - - --

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1970 .r.d r.ct income of $67 million.

Central Illinois and Illinois Power are the principal producers of electric

• power and energy in the southern two-thirds of the state. Each system is 1

j fully integrated and the two systems are also interconnected extensively by  !

high voltage and extra high voltage transmission ties.  !

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3. Central Illinois Licht Company (Central Illinois Light)

Central Illinois Light's service area is primarily in the central portion of 4

the state centering around the cities of Peoria and Springfield, Illinois.

Although the Company is one of the smaller 100s in the state, it has inter-connections with Central Illinois Public Service, Commonwealth Edison,. Illinois 3 Power and the City of Springfield electric system to provide for interchange of electric energy on an emergency and mutual help basis.

In 1979 Central Illinois Light had generating capacity of 1,501 N, 339 miles of transmission line 69 kv or higher and a summer peak load of 1,055 N. The Company's 1979 operating revenues amounted to $364 million with a net income of $53 million.

) 4. Electric Energy. Inc.

The Company was incorporated in Illinois in 1950 by four private utility companiess to supply a specified amount of firm power to an Atomic Energy Commission project near Paducah, Kentucky.

Electric Energy Inc. is interconnected with the four sponsoring companies and

with the Tennessee Valley Authority (TVA). Electric Energy, Inc. does not l ,

represent an integral competitive system in the area primarily because all power in, excess to that supplied to the Federal installation in Paducah is contracted to each of the sponsoring companies in amounts equal to their

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ownership shares.

In 1979 Electric Energy, Inc. had generating capacity of 1,100 N, and 55 miles

of transmission lines above 69 Kv. Of the total generating capacity available, 735 Mw has been contracted to the government facility through December 31, 1989. Operating revenues amounted to $124 million with $3 million not income for 1979.

'The sponsoring companies are: Central Illinois Public Service Company, 20%

ownership; Illinois Power Company, 20% ownership; Kentucky Utilities Company, 20% ownership and Union Electric Company, 40% ownership.

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Of the 12 investor-owned utilities doing business in Illinois, those mentioned

above represent the largest in terms of load served and the most relevant for j purposes of assessing competition in the electric power industry in the state i outside of the Chicago area.7 ~

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B. Municipal Electric Systems l

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i j Twenty-Three of the thirty-eight municipally owned electric systems in the l

state possess some degree of self generation.s Of these twenty-three systems, ,l l

the largest is that owned and operated by the City of Springfield, Illinois l

) with 530 Mw of capacity in 1979. Most of the remaining generating municipals j are very small and typically supply only portions of their loads, purchasing 1

the remainder from other suppliers -- usually the larger 100's throughout the State. (This is typical of the structural format for the industry nationwide,

{ with the larger private investor-owned companies supplying varying amounts of j partial requirement service to the smaller self generating utilities and full

} requirements service to those municipals or cooperatives with no generation.

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! There are however, pockets throughout the industry where very large municipal f or government systems, e.g., in the City of Los Angeles or the TVA throughout j the State of Tennessee respectively, where the private systems do not represent j the predominant source of power and energy, but these areas represent exceptions to the norm.) None of the municipal systems in Illinois is a co-owner of the Clinton nuclear plant, however, many of the systems have benefited from the l license conditions attached to the Clinton construction permit. See section entitled, " Changes Since the Construction Permit Review."

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! 'The other IOU's operating within the state are: Cedar Point Light and Water l Company, Mt. Carmel Public Utility Company, Sherrard Power System, South Beloit Water, Gas and Electric Company, Interstate Power Company, Union l Electric Company and Iowa-Illinois Gas and Electric Company. (Though most I of Electric Energy, Inc.'s load is outside of the state much of the excess l capacity produced by the Company goes to members operating in the relevant l area.)

sSee Appendix B for a listing of all municipal generating systems located in j, , the State of Illinois.

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1 l C. Cooperative Power Systems (Coops) i There are thirty rural electric coops in the state of Illinois, two of which l are co-owners of the Clinton nuclear plant, i.e, Soyland Power Cooperative,

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Inc. (Soyland) and Western Illinois Power Cooperative, Inc. (WIPCO). The l majority of the coops are distribution coops and have no generation or-trans- f mission facilities of their own. They are characteristically supplied by the l private 100's or larger generation and transmission (G&T) coops serving in j the area. l 1

i Presently, there are two G&T coops in the state, WIPCO and the Southern l

Illinois Power Cooperative (SIPCO). SIPCO had generating capacity of 280 N j

in 1979 with 100 miles of transmission line supplying its three distribution f

cooperatives at wholesale. In 1979 WIPCO had generating capacity of 57 N f

and 545 miles of transmission line. I l

I Soyland is an organization (which presently has no generation or transmission  ;

j facilities) set up to acquire a 10.5% interest in Clinton Unit 1. It is com-f

! prised of fifteen member distribution coops' located in the central and southern i i

portions of the State of Illinois -- essentially, the non-Chicago area of the l State. Once Soyland Power Coop (Soyland) begi'ns taking Clinton nuclear power, [

t it too will function as a G&T coop supplying its member systems with wholesale I bulk power.  ;

III. The Construction Permit Antitrust Review ,

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l In order to make a "significant change" determination it is necessary to have l i some benchmark from which to measure " change." A brief resume of the results {

of the CP review should provide an adequate framework in which change can be measured. ,

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i' 'See Appendix C for names and addresses of Soyland members, and Appendix 0 L for names and addresses of WIPCO members. i i

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Illinois Power Company, the principal applicant and operator of the Clinton Plant, applied for a construction permit to build its first nuclear power  :

plant in 1973. Like all other non grandfathered nuclear applicants (those  !

applicants seeking cps or OLs after the 1970 amendment), Illinois Power had  !

to undergo an antitrust review at the CP stage to insure that its activities

! in connection with the construction of the plant did not " create or ma'ntain i  !

a situation inconsistent with the antitrust laws" -- as prescribed by Sec. 105c of the amended Atomic Energy Act of 1954.

l During the review process, the staff's of the Department of Justice (D0J) and i the AEC/NRC became aware of certain allegations of misconduct by Illinois Power

in conjunction with its dealings with cooperative and municipal power systems j in or adjacent to Illinois Power's service area. These concerns were addressed f

by the Department in a letter to the AEC requesting additional information l l from the Applicant:

"Among the alleg e d matters with possible antitrust implications which the Department [of Justice] seeks to clarify by means of 1 the requested documents are: refusals of the Applicant to inter- l connect with other electric utilities on reasonable terms; efforts ,

to preclude development of alternative bul,k power supply sources  !

by others; acquisitions of other electric utilities; refusals to wheel power for small systems; allocation of territories and i restrictions on end use of purchased power."10 ,

After submitting additional clarifying data in response to DOJ's document -

request and after the anticompetitive concerns were aired, the Applicant agreed l to a set of policy commitments that were attached as license conditions to

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its construction permit for Units 1 and 2 of the Clinton nuclear plant. i

" Letter dated January 24, 1974 from Thomas Kauper, Assistant Attorney General, i (signed by Joseph Saunders) to Howard Shapar, Assistant General Counsel, AEC.

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Generally, the policy commitments addressed the following areas: 1

a. Illinois Power (Company) will interconnect with any neighboring entity and will assist in coordination of reserves and the sale of emergency and maintenance power to interconnected entitites; l 4

b. Interchange arrangements between the Company and neighboring entities will not include restrictive provisions which would preclude a party from engaging in interconnection and coordination arrangements with others; i

c. Interconnectons will be available for a neighboring electric system on i f any of the Company's installed transmission and subtransmission facilities;  !

d. The Company will afford an opportunity to participate to any neighboring f electric system that makes a timely request therefor in the ownership (or

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unit power purchase) of the Clinton nuclear plant or any other nuclear l plant owned by the Company which is scheduled for commercial operation j prior to January 1,1989;

e. The Company will sell bulk power to any neighboring electric system with no restriction upon use or resale; -

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f. The Company will wheel power over its transmission facilities; and, i 1 g. The Company will include'in its planning and construction programs I

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i sbfficient transmission capacity to provide for the wheeling requirements f of neighboring electric systems.

4 Subsequent to Illinois Power agreeing to the antitrust policy commitments l listed above, the Department of Justice issued its CP advice to the Commission  ;

by letter dated April 29, 1974. The letter concluded as follows

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"See Appendix E for complete listing of all of the antitrust conditions I attached to the Clinton construction permit. l 1

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"In our opinion, these policy commitments should provide competitors of Applicant with. competitive alternative sources of bulk power

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.-d substantially eliminate the grounds on which complaints made to the Department by smaller systems were based. On the" strength of these policy commitments, and with the expectation that the Commission will include them as conditions to the license, we conclude that an antitrust hearing will not be necessary with respect to the instant application.uta The Attorney General's advice letter was published in the Federal Register in May of 1974. Since no petitions to intervene were received, the CP antitrust review effectively ended with the publication of the Attorney General's advice letter, although the construction permit was not issued until February of 1976.

IV. Chances Since the Construction Permit Review The Commission's Regulatory Guide 9.3 for OL applicants requests data pertaining te changed activities since the CP antitrust review:

"This regulatory Guide identifies the type of information that the Regulatory staff considers germane for a decision as to

, whether a second antitrust review is required at the operating license stage."

By letter of May 23, 1980 the principal applicant, Illinois Power Company, submitteo on behalf of itself and as agent for the co-owners, Soyland Power Coop and Western Illinois Power Coop., responses to the Commission's 9.3 data request.

From staff's review of the 9.3 data response and analysis of various public information sources, two distinct types of " changes" since the CP review

'3 Appendix E, 00J " advice" letter dated April 29, 1974, pp. 4-5.

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l have been isolated: 1) changes resultant frca implementation of CP license l

conditions; and 2) changes not directly related to the CP license conditions.  !

A. Chances Resulting from License Conditions .

Many of the changed activities which have occu* red in the Illinois electric j power industry since the CP antitrust review have resulted from extensive l negotiations between the larger 100's, the smaller municipal and cooperative  !

systems and various governmental agencies concerning various forms of coordin-ation and power supply.is The fruits of trese negotiations have been realized by many of the smaller systems in the area. For example:

1) Several municipal generating systems have obtained interconnection agreements with Illinois Power Company, agreements that were similar to l l

! those Illinois Power already hac with its neighboring investor-owned

! electric systems. Although the interconnection agreements were imple-

! mented after the CP review terminated in 1974, they were directly related t.o requirements imposed by license conditions negotiated

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j during the CP antitrust review; j 2) The same municipals which sought in'terconnection agreements from Illinois Power have recently opted to take partial requirement f' j -

wholesale service rather than 'taking service under the provisions of j

• the previously negotiatad interconnection agreements. This represents l

a new op' tion for these systems; .

! 3) Illinois Power entered into an interconnection agreement with the J electric system operated by the City of Springfield, Illinois; f

l 4) Two smaller power companies, Soyland and Western Illinois Power Coops, l have purchased ownership shares of the C1tnton Nuclear Plant, thereby l sharing in the benefits of a 1,arge, fuel efficient baseload power plant; !

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! " Illinois Power is also currently involved in several rate proceedings with  !

j various Illinois municipals before the FERC. These issues were current during I l the CP review and consequently do not involve changes since that review.

For a brief description of these preceedings, see Appendix F. ,;

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5) The City of Waterloo, Illinois opted for a partial requirement

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1 wholesale power agreement rather than agreeing to an offer of purchase (of its electric system) by Illinois Power; a

j 6) Illinois Power received interconnection requests from the Villages j of Flora and Chatan, Illinois and from the Farmer City, Illinois l electric system; r l

j 7) The City of Springfield, Illinois has approached WIPCO regarding

{ possible participation in a joint generating plant; and, I

) 8) As a result of WIPCO's 138 kv tie with , Illinois Power in 1978, the '

Coop became a member of NAPSIC (North American Power Systems Inter- -

connection Committee) a data gathering organization formed to ensure l acceptable levels of operation and reliability of its members.

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Altnougn tne above changes have occurred subsequent to the CP antitrust review, they were anticipated during that review as reflected in the CP license condi-  ;

s tions. Thus, in so far as the changes are consistent with those license i

conditions, they do not connote changes in the " proposed activities" of the  !

, Applicant. Consequently, staff needs only to ' assure itself that these changes

are indeed consistent with the license conditions. I J

i j As discussed earlier, the license conditions attached to the Clinton construction  !

i j permit were structured to remedy certain allegations of anticompetitive conduqt i- l by Illinois Power. . Genera 11ys-the license conditions were-designed-to-increase- --*

} the alternatives and opportunities of smaller systems in central and southern j

{ Illinois in their quest in seeking and obtaining sources of power supply, and f l specifically to facilitate both the sharing of nuclear power and the ancillary l

} functions of power supply-that make baseload nuclear desirable. By increasing  ;

l coordination between the various industry participants (notably the large and [

small systems), the newly acquired competitive alternatives listed above, have  ;

{ become significant (beneficial) determinants in the planning processes of  !

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smaller power systems in central and southern Illinois. Moreover, the l

implementation of the Itcense conditions has had pcsitive performance effects f

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i on the availability of bulk power supply in central and southern Illinois, and

should any antitrust significance be attributed to these activities, it would j be constructive, i.e., not requiring any remedial action by the Commission.

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j 8. Chances Not Resulting from License Conditions l

l' There have been changes in the electric power industry in central and southern Illinois not directly attributable to the Clinton CP license conditions.

These changed activities, documented by the 9.3 response, have not detrimentally affected the competitive process among electric power systems in the relevant marketing area. Moreover, these changed activities have had no negative anti-l trust implications that would trigger a "significant change determination" as I interpreted by the Commission in Summer. The changes are as follows:

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1) The addition of new members to the Mid-American Interpool Network

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3 a) The Municipal Electric Utilities of Wisconsin, b) Soyland Power Cooperative, Inc., and l c) Western Illinois Power Cooperative Inc.

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l . Normally, the addition of new members to operating power pools

! directly increases the coordination and cooperation among power ,

l systems in common or adjacent marketing areas. Even though the MAIN f pool is basically a regional planning organization with little or no l control over the operating practices of its members, the addition of f the three new systems will enable them to participate in periodic j planning sessions among regional systems and generally become more i familiar with new generation and transmission planned for the area.

l The admission of these new members to MAIN is a change since the CP l

review, however, this change is procompetitive and consequently does l not satisfy the remaining two Summer criteria, i.e., attributable to j the applicant and having negative antitrust implications;'

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2) Joint planning among Soyland Power Coop. ,' Western Illinois Power - i Coop. and Southern Illinois Power Coop.:

These three G&T cooperatives (Soyland will become a G&T 'once it I begins to receive Clinton power) have joined together to disucss the possibility of constructing various size coal-fired generating plants in the late 1980s. Soyland has already contracted with the Peabody Coal Company for a one billion dollar, thirty year supply of coal for its plant to be built 'in Pike County, Illinois in the late 1980s."

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This type of joint planning and development is indicative of competitive forces at work within the bulk power market. By joining

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forces, these relatively small power suppliers are able to build a f

generating plant that will provide the benefits of large baseload  !

power normally reserved for the large 100s in the industry. The increase in coordination, and cooperation among these firms has provided more meaningful competition between the large and the not so large power generating systems in central and southern Illinois.

Only the first S_unater criterion is met by this change, i.e. , the {

planning has occurred since the CP review. The joint planning is

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not attributable to the applicant no'r does it carry any negative l

antitrust implications that would likely be remedied.hy the Commission.

3) , Illinois Power's new retail rate structure was redesigned to encourage off peak usage on its system. Many systems throughout the country .

have instituted this retail rate structure in an attempt to ward off or delay construction of costly new' generating plants and to level their system loads throughout the year. The Commiss' ion has no jurisdiction over retail rate structure and would not likely impose .

any remedy if a dispute over retail rates ever arcsa. (Certain rate conflicts may fall within the purview of the Commission, e.g., when a wholesale rate and a retail rate are manipulated by an applicant to impose a " squeeze" on customers, however, this is not the case with the change instituted by Illinois Power);  !

. i "See the April 10, 1981 issue of the Wall Street Journal. {

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4) Illinois Power has made offers to acquire three electric power I systems since the completion of the CP review: the City of Waterloo, ts Village of Ladd and the private system supplying  !

the City of Mt. Carmel (all Illinois systems). In view of l

Illinois Power's history of acquiring smaller electric systems  !

in its area, it is important to fully consider these proposals, f

particularly in the context of the third Summer criteric,n,  !

1.e., negative antitrust implications. I Prior to the institution of the CP license conditions, Illinois Power's prospective acquisition partners did not have the option of purchasing partial requirements power and thereby remaining  !

more yiable, independent power entities while at the same time meeting the future needs of their customers. The Clinton license  !

conditions provided the smaller systems in the relevant marketing area wii;h an alternative to acquisition. The municipal systems located in central and southern Illinois can now conduct feast-  !

bility studies and determine if they can provide efficient and  !

reliable service to their customers with various forms of sup-  !

port available from Illinois Power Co., without being acquired t by Illinois Power. (Support Illinois Power has offered other {

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interconnected systems in its area for years.) However, if l

~ these studies indicate that remaining in the electric power

, industry is no longer feasible for the municipal, they may

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then choose to sell out to Illinois Power. .

The systems serving Mt. Carmel and the Village of Ladd are -

very small and the City of Waterloo has exercised its f recently obtained option and requested a partial  :

requirement service agreement from Illinois Power, in lieu of being acquired, under the negotiated " Agreement i for Purchase of Power," dated May 1,1979. In this light, 14 I

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Illinois Power's recent overtures to purchase the electric facilities l

in Ladd, Waterloo and Mt. Carmel do meet the first two Summer CM teria -- the activity has occurred since the CP review and is '

attributable to the Applicant -- however, the proposed a'cquisitions do not appear to detrimentally affect the competitive process in  ;

central and southern Illinois -- thereby failing to meet the third  !

Summer criterion dealing with significant antitrust implications l

capable of being remedied by the Commission. Consequently, these .;

overtures of acquisition do not invoke a significant change determination; and lastly,

5) A group of time-related changes has been documented since the CP antitrust review. This grouping of changed activity is characterized

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by variations in system load and individual growth patterns and is  ;

largely dependent upon economic conditions within the service area i of each individual system. These changes are as follows:

a) Western Illinois Power Coop (WIPC0) has planned to add new generating capacity to its system by adding a new 100 Mw coal  !

plant in 1988;  !

b) WIPC0 reduced the size of a newly planned turbine plant from 75 Mw to 72 Mw and slipped the planned on line date from 1985 to'1986;  !

c) WIPCO's projected annual load factor for 1979 was projected in, 1973 at 53, however, the actual load factor. for the. system for - - H 1979 was 50.9; d) WIPCO's peak load increased from 42 Mw in 1978 to approximately l 45 Mw in 1979; i

e) Illinois Power's peak load and generating capability have i changed since 1976. Net Generating capability increased from -

approximately 3,400 MW in 1976 to approximately 3,800 MW in 1980, while peak load increased from 2,570 ht to 3,150 Mw over (

the same period; and, i 15 '

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f) Soyland Power Cooperative has announced plans to construct a baseload coal-fired plant in Pike County, Illinois to go on line in the late 1980s.  !

The above changes meet the first two Summer criteria but not the third, i.e. ,

the changes have occurred since the CP review and are attributable to 'the  !

Applicant (s), however, none of the changes has negative antitrust implications l and would not require Commission remedy.

1 In sum: within the two groups of changes, those related and those unrelated -

to CP license conditions, staff has not identified any instances that satisfy ,

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all three of the Summer criteria. Consequently, it is the staff's opinion ,

that no affirmative significant change determination be made pursuant to l Applicants' application for an OL for the Cilnton nuclear plant.

V. Summary and Conclusion The principal applicant, Illinois Power Company, represents the largest power system in the relevant marketing area. Additions of large baseload power plants

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and increases in accompanying transmission facilities generally tend to increase '

the oversight or planning role of the larger systems in a particular marketing area, i.e., usually enhancing any existing market power of the system.  !

By subje,cting all nuclear applicants to an antitrust review at the CP stage,  !

the NRC via its Section 105c charge, prevents the economies associated with  !

1arge baseload nuclear plants from being captured by only the largest power . I systems throughout the country, thereby thwarting increases in existing market l l power. During the Clinton CP antitrust review, it became apparent that Illinois h l Power had been less than cooperative with smaller power systems in its service area and adjacent areas. Consequently, a sea of antitrust license conditions l

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was attached to the Clinton construction permit which was designed to implement greater coordination between Illinois Power and smaller municipal and cooperative l

systems in the relevant area - thereby furthering the competitive process  !

l among these same power systems. The economies associated with the Clinton l

l nuclear plant and those Ifnked to Illinois Power's integrated network of power  !

supply were subsequently made available to smaller systems in the area.

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i Staff has identified a' number of changes that. (1) have occurred since the '

construction permit antitrust review, and (2) are reasonably attributable to  !

thelicensee(s). However, many of these changes are in conformance with the I i

i construction pemit antitrust license conditions and have had positive perfor- i

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mance effects on the availability of bulk power supply and on competition in the area generally. Other changes which have occurred, have not had significant {

j negative antitrust implications that would likely warrant a Commission remedy,

! and therefore do not warrant a significant change finding.  !

l Based upon the successful implementation of CP license conditions and the lack i f of any detrimental conduct or activity (to the competitive process in central 1 and southern Illinois) on the part of Illinois Power Company, Soyland Power l Cooperative or Western Illinois Power Cooperative, staff recommends that no

' affirmative significant change deterinination be made pursuant to the application  !

ror an operating license for Unit 1 of the Clinton Nuclear Power Station. [

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APPENDIX A: ILLIN015 POWER CO. SERVICE AREA l.AP

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.*~ MA.%r- t m 'f.rm' -is-z se' xn' m*e.i. m \

W p, e~ '"' %., . c .s. u;...

1 W

. .n.6. 2#..m,N a.-b,h.

u &i.+..~a..y.i?.:L. .

I

E..CHICAG,0 E

gg,,t,.p: hh.b.'I ,r N M,

_T~'T'.V,* -h' *** 5 .

. e. . - '.1,- 1- v ., _ d..,. *' . . u . .

Yt::g, ,-,

3 v7%* w . .%w '

l

' h 5 N Y :. --'d y H '" M ~ ,y 2,u.

.-#@,+.,m :

LA SALLE -fie p'Q "' HSNNSPIN , ' " ' ' ~ M. , .

.M, .. - . +37.'

a .r.2.. STATION z* -

i e N. #[h. .s:(LV.971ws,J%' m:m '$6

' .C. W g * ~ n tl ht1%

" *^* " * *

. - . .; W' * '**;i.;- Y _um -n ,NNec

....u . ,. n. ,

=...-.

g . . . . . . . . .

(R '4 . . .

- ] ...

• 1,-

SU,m e#GTON h.m

,; a c. W"'I ?v' s.46 'wa* . . t.

• • N. p

• • .. IIAVANA' .--.' . W.=<

,m m .yg g r h'~h. i STATION DMM het+ h:YSTAfl0NEWY M"'.M M CHAMPAl .

% ' k p W " B, ] l. ?fSMt MMM= IlWiialf@!!L

,se w

.3

\@gq:b.sm & e v --;. -

k a M .*%.rh o -&- = A ,,ess (?r y

HILLSe0RO,

} p dWNBS! *Pz]

.000 '==

l r

STATION '

l ST. LOUIS GR = T C m .. ..

1. WrE ^ 3 - - -

<M3 .

~ ~ . , . _ .

l .

I gygg O I m-C'w / ? i.TU . f l g - gy,yg3De000 e- l'7 .

i l *

SALawul 8

,7 #

LEGENO  !

STATI0ft g s . .< 4. -

AREA SERVED SPARTA g = m .

p JGk E*h.-- #'

MAJOR OtNERATING STATION

' - & NUCLEAR GENERATING STATION

• kf,'h.'

h g~il3 g,

,* .n .-- .w - - .

O GAS STORAGE PIELD Y ,, , . . ,

r.

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

• i.t"?,

+ .  :T*.*. #? *.N.  !

. 'r$.;iW'.t W l

-",:'y.m*-'*/d. _ l

".:q - vg.

i e [

t -f+---w---,-ew --=--r----=,------ --+-r---"-we----+------'--.- - - -

i P

Appendix B - Municipal Generators in Illinois * -

Altamont Municipal Electric Light Plant Batavia Municipal Electric System Breese Water and Light Department Bushnell Municipal Electric Light and Power Utility Carlyle Muhicipal Utilities Carmi Water and Light Department Fairfield Municipal Electric Department Farmer City Electric System Freeburg Municipal Light Plant Geneseo Municipal Utilities Highland Electric Light Department Marsnall Water and Light Department Mascoutah Municipal Light Department McLeansboro Municipal Light and Water Plant Peru Municipal Electric '

Princeton Municipal Utilities Department -

Rantoul Light and Power Department ..

Red Bud Municipal Power Plant Rochelle, Municipal Utilities i Springfield Water, Light and Power Department

Sullivan Electric Department--- -- -- -- - --

Waterloo Light and Power Winnetka Electric Department i

t

, " Source: Electrical World Directory of Electric Utilities. 1979-80, 8th Edition.

l 8-1

.m. -

APPENDIX,C ,

SOYLAND POWER COOPERATIVE, INC. .. l Coocerative Members -

I l

Name Address j Clay Electric Co-operative, Inc. P. O. Box 517 ,'[

1 Flora, Illinois 62839

clinton County Electric P. O. Box 40 i Cooperative; Inc. 475 N. Main Street Breese, Illinois 62230 i I f i coles-Moultrie Electric , P. O. gox 709 l l Cooperative, Inc. . East Route 316 and Logan Street  ;

Mattoon, Illinois 61938  !

• i Corn Belt Electric Cooperative, P. O. Box 816 (

i Inc. 1502 Morrissey Drive j l Bloomington, Illinois 61701 r

(

l Eastern Illinois Power P. O. Box 96  !

Cooperscive 330 West Ottawa Street  !

Paxton, Illinois 60957 i i

j Edgar Electric Co-operative P. O. Box 190

l Association .

. RFD 6  :

i , Paris,' Illinois 61944 i i I Farmers Mutual Electric Company P. O. Box 43 l 1

1004 S. Chicago Street j Geneseo, Illinois 61254  !

t l Illini Electric Cooperative P. O. Box 637 -

(

16 0 5 S '. Ne i'l' S tr ee t - - - ' " ~ ~ ~ " ~

j Champaign, Illinois 61820 l l  !

! Illinois Valley Electric P. O. Box 70 I l Cooperative, Inc. Princeton, Illinois 61356 j McDonough Power Cooperative P. O. Box 352 l

West Jackson Road  !

j Macomb, Illinois 61455 Monroe County Electric

• P. O. Box 128 ,

co-operative, Inc. Illinois Route 3 and Country l l .

Club Lane  !

j -

Waterico, Illinois 62298 i i

l i

l

4 .

I Name Address Shelby Electric Cooperative P. O. Box 368 -

Route 128 and North 6th Street Shelbyville, Illinois 62565 Southwestern Electric Cooperative, P. O. Box 409

..: . South Elm Street and Route 40 t.

Greenville, Illinois 62246 Tri-County Electric Cooperative, P. O. Drawer 309  :

Inc. 3906 N. Broadway i' Mt. Verndn, Illinois 62864 i

j Wayne-White counties Ele'ctric P. O. Drawer E

, Cooperative West Highway  !

Fairfield, Illinois 62837

. L h

h 6 7 e .

8

. . j i

l

. i

. t 5

i .

i i

t i

} . I t

f i b

!

• l l

I

APPENDIX D ,

WESTERN ILLINOIS POWER COOPERATIVE, INC.

~~

Cooperative Membe'rs

{

Name Address Adams Electrical Co-Operative P. O. Box 247 Camp Point, Illinois 62320 Illinois Rural Electric Co. 2-12 South Main Street Winchester, Illinois 62694 M.J.M. Electric Cooperative, Inc. P. O. Box 219 Carlinville, Illinois 62626 Menard Electric Cooperative P. O. Box 279 Petersburg, Illinois 62675 Rural Electric Convenience P. O. Box 9 Cooperative Co. Auburn, Illinois 62615 Spoon River Elactric Co-operative,' 930 South Fifth Street Inc. Canton, Illinois 61520 Western Illinois

• Electrical Coop. P. O. Box 338

. Carthage, Illinois 62321 4

I

. e e 4

0 e

4 O

3 m -- - .

nuncns -

m -

'gecties drfJ3 What tazable. A!! other return on lavestmalt found herets to be ATracsuawr 1 f.'I p property, real or personal 23 subject to taza. reasonnal). 3116.000, he combined totaa taan in the sna"" Prescribed, and tus sec= le 8354.o33. .

.h 29* J970

< 1' tion h also intended to embracet - As already ' stated, the total newones r,. Elinois 'Fower . Company. Clinton Pows l* 2. Fury fanchises and tou bridges, which. 'esind in m2. both from hignway and frein 85*5:en. Un2t* 2 *=d 2: AEC Doc 2*t No* So tot me purpose of this chapter are consid. runroad tous, as well as miseenaneous in. 461A and So-462A1 Department of Juauc l ered rest property. .

come, amounted to only 4330.947, and thag File No. eM15-67. *

' ae dzng nu or m quoted provisions of the sum was tasussielent :o provsde the return You han requested our sortee pursuant t Towa code in context. tt seems clear that foand hereta to be reasonab!s Accordingly, the provistons of section 103 of the Atom I me Code ta efect gives the City the discre. 38 must be considend that the prseent tou EnerTy Act, as amested in. ngard to th I

tion to permit taascon of a bridge tf such structure is not excessive. above-ested appucauon.

bridge is oearwise exempt from taxation. Upon au the evicence I and that the as- M*Foductkm. 21818 an app!! cation to coh but the Code does not esempt brtdges which entled rates of toll for the transit of the Mis. **#"#* *** ""## **# I are held for praat: rather the Code spec 12 * "*#I" ratingEof'""o*""e 93 m g a"w"a eauy includes as taxabte real property su usamtppi Alter via the Esokuh bridge have not each of with a nominal capacity, w de located as a atte an m bridsee except those municipally owned and been shown to be untuas or unn== nam e not held for praat. I conclude that the tasas Act or,1 sos. within the meaning of the General ar.tdge wwnship. Mitt County, minois.

and an tentattuly scheduled to cointneno Units paid a 24. County consutuw an tum shar. commeretal operauen in asao and assa re as mprty charruble as a bridge expnee. [FR Dec.74-lo835 Filed 5-3-74;8:48 am) 8pectively. Os units are to be integratei l Although the tax is clearly chargemale as with Appiscant's electric bulk power suppt; a bridge east. m amount et the == pena I

I aboutd be reduced to the extent than the wn T actunur atunded to the City. For ATOMIC ENERGY COMMISSION E't"'"****'P****'********P'"'*

'7*'* co'P -

>

• IDochat No.8 cat 2A appaear. Appu" cant is the second iarge it is shown in the City brief that 32.8 per* DUQUESNE LJGHT CO., ET AI.

electric tttitty to the state et n11 sots. Its 19'n eens or the is72 twy was paid over to the peah load was s.127 mw: its generating caps,c4 city, menby consututing an ee.oun n.

I ' rund or that much at the expnse. Aeoord. Assignment of Members of Atomic'$sf4 *try at that time consisted of 2.4 mw depend.

and I.lconsing Appeal Soard *** **P'#IT *' D7d "*3" t#1* E'* " '"*E "'

tasty, me claimed expense should be reduoed * **

1a the amount W s!4.23e In the matter of 2kamyAleyJnit 2s et un g ea r r Notice is hereby siten that. in accordance

.g#"*

,4 , [, E *ss.t$o'i, w ' P* Appucant s pok load is erpected to doubla which was a contrt " .with the authority in 10 CFR 2.787(a), in the next to years, and it has planned on butaca to a acrnuon rund and is clearsr not the Chainnan of the Atomic Safety and undu construction additional genuattng cm an esponse properly chargnble to the bridge. T#^"='"" Appeal Pane! has assigned the pacity to inenase its dependante sTatem ne Federal Elshway ** o.

- M= int =pation also following panel members to serve as the an'd t us 1 erstsossed an espe =ne item or 64.042 ta st- Atomic Safety and Licensing Appeal snerused esp ty *# '#

torners fees. De record does not show how anuch, tr any, et este reos were for the non- Board for this anti-trust proceeding * , Appnant has htsh voltage or extra high neumag asponse of posecutmg mis ceae. Alaa 3.Bosenthat. Chatrasa ,,atage (ohv) interconneettons to a num.

No oeer beats is shown for escluding whag Michaa! C. Farrar. Member ber of major systms adjacent to its service is otherwise uncontested sa an actual es. WultaanC.Parler Member . ana, including Cornmonwealth D1: son Co.

pend 2ture; I conclude that tt is property Dated: Apr!130,1974. Union Electric Co. Centrs! Duncts Pub!!c The som bts argue generaDr what servtos Co. (C:PS). and Central n11 mots Is "**==MmW

" MAucAary E.DU Fto.

ta theory.14, that funds gecrggary go (Ag Appegj 3 card - Co C mi k N $ [**

Co, AppUcant participates in the Elinois.

1 stag rs [FB Doe.74do288 Filed 5-3-74;8145 am] attssourt Foot (E1.Mo). nrough nl.Mo and Iowetes", with the excepucas alrmdy M o@er interconnection and coorstadtton 888Bplainante pointed to no ttent et the

• agreements Applicant engages in a sfgn18.;

atal=ad,esponses 2 Exhthtt M which con * (Docket stos. 86 441A sad So-442A) cast degree of coordinated planning, cpe a2 settate such an evpenditure for non bridge .

II.LINOIS POWER CO. tica, and development of its bulk power sup ply system.

art charsubt r or Receipt of Attorney Generst's Advice and Appuomas is also a anamber of the M!da

. year 1972 won as rouows: Anne.

cahned si Ingof PetitJons To Intervene ,Inm E tw rh (MAINh a n 8382.8e7 Add: Depreetasson arpense la,ssa The Commtaen has rece.ived pursu- streeture of fA4 sult power Market Cd l-rmaata. < a--wealth maan sentne prtno

. '2 heal ant to section 105c. of the Atomic Eherry etpany ta the northern one-third of nanots 30s,373 - Act of 1964, as amended a letter of ad- ta by far the largest supptler of electrtetty B

• - Lema: Eersa$t of Lee Coonty

' 17,see Tice from the Attorney General of the the state.8 with a 1972 posh load of 11.130 United States, dated April 29, 1974, a mw, C==manwalth Edlaon is anon than $w

.,2ht M 14.239 copy of which is attached as Attachmeng large as Applicant, its nearsat Ell ,

m r"~' 3. 800 b Appucant and Centra, nlinosa Pubite-serv.

l Toea6redse nanted --- 37s,oss asected-Any PetecCwhose by this proceedinginterestmay, may'pur-he los Co. (peak load 1.394 mw) through B De Qty tatrodneed an ashabit sumana. suant to i 2.714 of the Cammtanian's patchwork dessen or sentee arna, are tho restag sta staamed ooses durtas recent years " Rules of Practice," 10 CPR Part 2 Sie wholesale dominant suppliers and retail, et in electrtetty, the tower twoboth 60 th:rds; and potate out that those oosts have besa a petition for leave to intervene and r,. of niinots. Each rystem ta ruur inteerstad g snessatag asendny white noennes have re- aguest a hearing on the antitrust aspects with high voltage and eht interconnections maanbd almost constaat. on the meets at ths*

showns, me aty argues mas a name rota* of the application. Petitions for leave to with ** mch othu and wnh notchboring sra s I

L**,*, ' M ,no,t,n aaa

= Intervene and requests for hearing shall p ".('tsoa m norsS = on. tI

, be Sled by June 5,1974, either (1) by asses amou24 be given to massespated ta- , delivery to the AEC Public Document metr aeretos arms. A smane privately. owned ;

armeen. Aeoordinsty, es aty eneounting Room at 1717 H Street, NW., WanMng. utcity. contr 12ntnets 1.1ght Co. (pesh load ,

witaans projoeted.ruture eosse bened upon ton. D.C., or (2) by ma!! or telegram Tsimw). serves la two arus in the central, aa assusned esattautag of the amas rste et addressed to the Secretary, U.S. Atomic part et tho sum. t k laenese as has besa expertenced ta the "* Egg EDergy Co=** Washington, D.C.,

past. In say optalon this projection is tie 20545, Atta: Chief. Public Proceedings .a see the Department's IAtters of Advice to '

=y==ta**ee to be gives edest ta deantle And- Branch. the t'a==taaton concerning Commonwealth i Edlaon's IaSane County Unita 1 end 2. AIC s tags horeta. For.the Atomic Energy t=nmmiaminn.

• Docaes Nos. so-372A and So-374A. Depart = l asasowant.uarass er vou.s ment of Justice File No. e0-415-41 December l

• AssAasAu BsArtMAlt* 20,19t2, and Byron Station, Unsts 1 sta :1.;

n. tot.3, r m. bridge rewnne needs CMef, Ottee of Antitrust & In.

et the City for the present are ascerwaad by demnity, Directorate of Lt. ainsdeced station. Unita 1 and 2. Arc t adding to the total 1972 costa. 8278.o33, the Docaet was, so.454A. so-4ssA, so-ssaA and !

censinry . So-487A, March 4,1914.

/ . ,

l pensaAl RSGima! VOL, 39, No. 84--McgmAy,@Y 4,1974 t.~ ed

' Done 9ffW_ ,

tr.e -

7....-- , ,

. wason Beettts Co. (s large nfsseowt. based heartng win not be asemanary with, respect maintear.nce sapenses. capital costs sud a csulty). Interstate Power Co.Sherrard Power to the instaat app!! cation. . reasonable return on investment which are system, and Iows.D11ncis One an3 E12ctrta

• 3,,,, g' g,g, properly app!!ambts to the ptrticular trona.

Co. serve smau geogrsghtcal areas along the acuan and the fac111ttes invotted in that

!!!!aois Power Company. Clinton Power transaction, western border os minois.

Eurs! doctric coopertures cover n!! of Igg. Stanon. Units 1 and 21 AEC Docket Nos. 30- 1(ci. "Neighboning electric system

• means mots pographletur but serve mainly la rurag 441A and SO.462A; Department of Justice (1) s Ananciaur responsible business corpora.

areas la the soutaern threewtuarters of the File No. 80-415-47. non, not.for proat corporatton, rural elec.

i state. Twenty.eeven distribution cooperatives We set forth as Appendiz A to this letter tric cooperative, municipal corporation or.

and two generation and transmiaston co. a statement of policy of Etnots Poww Com* geniaod under the inws of the State of D11 eperstives (Western Zulnots Power Coopers. Paary soccerning bulb power supply arrange- nois, company, assectation, jotnt stock com.

uw and Southern Manois Power Coopers. mants with neighbortna. alectrie systems pany, arm partnership. or person ownt=<

uve) comprise the memberahlp of the Aamo. which it la propand to make in connectica or opersung, or proposing bona Adely and in entha of Minois Eectric Cooperstares. wlui its C11nton Power Stadon Unita 1 and good faith to 9wn or operate. faculttes for .

Western Einois power Coopertuve SerTes 3. (De denn1tlons sentained in the state

• the genettuon. trtImamtmaton or diatribution '

sev-al dutribuuan cooperatives la the west. ment are intended to apply also to the test of electricity for bulb power supply. tu) wn.oentre pwuon of the state. Its geners. of this letter.) This commitment is made br whose fact!!ues e.e or wiu be located in tae .

. tasa is euscient to supply approsianately 30 2e Company with the maderstanding that State of TMimia, (tu) whose facilities are 38 percent of its load. The remainder is pur. the Department of Justice wn! Meopsad interconnected or are proposed to be inter.

.hased at vtmisena troon Appucent and CIPg to the Ammas Energy Commlaston mas an connected. for the purpose of carrytag out ga appresimate rottos of 40 percent and 80 anunst hearing wiu not be rm!M la con

• one or amore of the trananctions Mfernd to I'"at respuutdy. mestaca with the uoansing of the Company's herein with facilittes of the Cosnpany (pro.

Sooth-n Etnom Power Cooperture pn. Cuaton Power Station Unita 1 and 2. On this vided that any proposed interconnocuon es hasas, me Company agnes that its poucy aban be lawful and feasible), and (17) which '

g.otes roughly 100 mw tross tane unita. ThisT aarves esclustrely the three aou' thern. sestaments naay be tacluded as condit3cas is amost coopersuns with theAr estare supply to the construction permits and operating of the State of Iulnots or the Tederst Power Ilsenses to be lasued by the Atomic Energy Act and la or wiu be providing electric serv. ;

ofOther tempow'bution distr 1 cooperatives purchase h='=a'aa with respect to these unua. See under a contract or rate achedule on $2e

. hum power antarely troon Applicaat. entirely The Company bouevos and maintains that with and subject to the regulauon of the i grosa CIPS.or partlany fresa both, its rate and servsos poucles and practices Munots Commerce Comm13alon or the Ped. '

Mlaats sentalas a number of municipal haw been and am consistent with s'autrust eral Power Commieston. The requirement :

p * * **

,__=ats .funst.othe_h __p_ower .sv_a wh,oh _' r_e oorm. p_=e th trua m=. but w app >y - a -

' * * " " ' * ~"' r

**dilll"FuC*

f md Ete "te'*o"ep-t

-ve-==-a=epasr- e- t *

", 4 .* T "=*=* % " =*'"e m*' P f ~'3 *.sunacs a ru, e

an".'

any - ,,red.

.t,'*r.*.a.M'T'adu"t.M'en' int"4 gl-J:,a=;== a ;;ic m'ettarr

.h '?llLio,s=

m",;g,,l2l?"uyJeau'm*fa:t!

s,e e,

-====, --*-- - -=-

AaruJss of Attitrust Aeedens. In the sourus anent of poucy and oosamitment.espremd - 1(4).*'Notshbortog eime, now - m me fusu ..

entity *' means a neigh- !

of our aantrust rettew mersala ausgassons hersta.

• were resolved by the Department the generd

hartng electric system owning or operaung. i Parsgraph T of the statement of policy er propostag bona Sdely and in good faith to temport of which was that Appusaat has used appines to any additional nuclear generstang pe

= - --n- p ==a = -ma = d .nu u m. C poy which. in..a.n appiscation ,own,or , , ,o,t,rs,te y ,,fac,u, lues for the gener ,

m.e asae.m ton . e. .ervlee a,en to resto e it.m . .ne,g, -- an . .ch.d. .

,,w,, ,,,,i,y,,,,,g,e,,,,,,,;

peuu- o a=um af eman-- med to e.mm.a. eper es - ,

S.W P.r = ,an. Annen= = ==d == ort.r to ,sa.a,, i. 2 e.nsame . .n,a:r==

= poucia a.d w.eusse aw - - = not. h.weve,. w e any - t ,i-s ,e,

. necompa.y -

e ,,,,, ea rae Com o

• • 'E' ,o,8 ,e s ;;; "

e,ec,,,, n .o - ,bu m q, tem a,e ,o .a' ,

i

' tamaneteraat with the settsruss laws. Now* any nartmar generattag units in addittoa to .

g =ll;

,~e,;Jii;=g= ,';ogrf,7o ll g 'lll "32 'M:' Mea",':"'.*'e'm* i.'*d '!

,,, e e, ,e,,,4 t

, e Cua,ea ,ona,a, ,,.

C==4 ,u-=aa-- ==a ==&.neer=a.

as - mie.d e s .e eta. Any su amageme= wm inroire !

plasant has f-saatted its Pa**aa mad last. appuestaea of the tiampany's Servios Clasut* nianatne by the parties and abou!d be tech. !

eased tu womagna== ta have Men tactoded Santaan 40 (Whelseale Esttrie Servlee for aten117 and economicauy feasible and prac. I as a9msenetana to the Damass. These peitelma meamie). De Company does not regard a tasal. He arrangessent abould also be rec:p.

are est out la the suashment to the lettee whel-ale #8#m- W e .uaE18ed y at sogal as mantly as many be although it is W Appuenct's vue - " dated Apr2 8 rate as to the areas la watich It furasshes resegained that, ha any particular arrange-l 19M whleh t ettachh hersta, electrie servlee er as to the aussber and meat. the beneSta may mot be equat te lden.

j leenties et deltwry potats for receivtag sert

• temal for each party and that a asna11er elec.

l In our oplason.*ttuen pousy eseamsstments los. If the fiasapany were to resolve a re- gg system may remilae beneSts which an should provide sep's et Appmans with geset from a neightertag electric system for greater than those remusec by a larger system.

empetstaw er supply andaatanauw sourus substaatsany et bum pow ennaamste the

• es purchase er electrie servios for resal* No party should be obugated to pater trae an grounds on whleh templaasta-madeis es ^which is met presently a custauner et the errangement it it woula renuse no set bene.

Depanment by mler symem we based. Cesinpa'sfy. the'Casspady would seu power ta" StS'! tosh the errangoenentier if the arrrage.

• sy to Servise unsat would resuls in not burdens to the on the eersagth es' theme poucy assamat. ,t.h,at

. .aa..e== toeither stem as itpursuant may be ====ae*=d sa party. ne polletes hela espressed cannot

,".j*'d taelud the partsaular earcumstanese er ptarouant to be implemented tausterally 07 the Coca- [

h me Desase. n esadude mat an aantruss new rate seawdules as may be asespted or year. If an arrangement between the Com.

approved by the Federal Power 8"d===i==sa= paar and a neighboring electric system sa to '

and say seer regulatory authertty hartag be sueseentut and la to operate la the public j eAppassant also supplies the entire bulb juttediction,

• laterest.It must be negotiated and performed power restustements et the Cerf ar Potat I.lght . Ayggesang A ta good fMth and with fuu cooperacon by and Water Ca privately-owned

• the parues to it. No party should ompr:ctously

. g ,gggy (pe ,g jeg agyg sensit gw). E&abrega Powen eoteraBr? reject a proposal subedtted by another party 8These samalcipal systems laelude the Statesment of Polley Concerning Bulk Peeer and the Company and nestbe.ag etecute ,

Cttees of Peru. Altasmont. Breese. Bashnen. Supply Arrnagements with Nesghbertag systems abound gtw teamoaable consdegnon Cartyle. Preoburg. Eighland. Masecutah. Electris Systems la Comaceuca with Cua. 28 pagpenals made by each oth .

Prtaastem. Red Bud. Suuttaa, and Waterloo. tem Power Station Unita 1 and 2 3.The Company win 1stercosaect with any Ilunois, which are presently enunplatasata , meaghbertag entsty la order that the paruee in a precoedtag before the Posteral Power Are35' 8.18M- anay asek and reause all bene 8te practicable 8%===taanaa (C3ty of Peru, et al. PPC Docket 1(a). "Casspanya means Illinois Power to be esseted through the coordination and  :

No. B.7814. Aled December 8.1989) la watch r%=p==y and saatudes each pressat er fu. development et their respectam systems and they are asettag an order from the PPC ture wholly owned substdlary of the Oman. la marytag out.vartons interconneetton serv.

i direettag Applicant er CIPS to interoomacet pony and any successor to it. Isas and transmetaons. TDe Compsay will aa.

wita therfaculues. 1(b). Costa amans an opmung and sist to'the tulless estens teamble any neigh.

/ .

. pensas asesreg, vot. se, wo. as-.monoAr, asAv 8. I'74 .

[

• . .

• i g

i

l f ' '

y

'15960 , nwcss .

boring entity tn the coordinataca of reserves conditions and'on a haats that win fully 11(a). his statemeint of policy is at

,1 m,ough the m2. and purchas. of emergency .ompenast. th: Compaar for iso cost. nd.d to areet in any way th franes

• 3 energy and maintanance power upon terms incurred and to be incurred and that wt!! not cert 1Acates of public convenience and a j I' - thaa win provide for the fun compen=anan adversely asect the Anaacing of such power sity, or other rights of the Company

,4

-

• of the CompanTo costa. No party shall be re= etation. De request ahed be deemed timely any netshboring electric system to ti quired to provide es=ergency energy or maine with respect to C11nton l'ower Station Unita electric servloe in the State of D11nois.

. tenance power 8f to do so will impaar the 1 and 2 it recetted by June 30,1976, and 11(b). Nothing herein sus 11 be const gi supplying party's chility to render adequate with respect to any adrational generating as a waiver by the Company of its rigi

, g and reliable servtoe to its customers or to trait if received within a reasonaDie period conteet whether or not acd the artes discharge its prior aa==te==nts, af any, to of unne from a planning and operating which a particular factual situatson su j ether electric systems. etandpoint after the publio a-- ent oovered.by this statement of policy ot1

4. De Company and the nalghboring on.

tity shall each provide auscaent espec2ty of by anythe Company such unit. Asofathe partproposed insta!!st3on of any arrange

• clude the Company from contestin(

(wasch may include Arms contracted for ca. taent that may be ranched with Mapect to aneged act of unfatt competition.

jI l

1 11(c). De Company recognises thN' pacity) in its system to oosble it to carry its such participation. the Con @any wiu inter

• earrying out of some of the polict" planned for peak demand plus an adequate connect with and deuver sa:* Power to which preened herein to pardcular circumsti

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reserve. An neequate sainimum reserve re. the melghboring electria sysma may be en- may not be in the mutual interest od i

quanmens shan be mutuany determined titled undct such arrangement as a dettvery Cosupany and a neighboring Moctrio l .

fresa for timecomand peas to time (unless as a percentage otherwiseofagreed) plannedespotat er points a bassa that wtBon the fullyCampany's compensate system the Nothing herein la latended to prec1 and shan take into account such reserve ert. Counpany for its costa, Company and a netthboring electric T teria as the natum of the respectate systems from reaching an agreement which es-

3. he Company win een bulk power to vartes or supplements the provtssons and planned ergier forre11stiuty to assure peak demand requ2m of service andlaananyance setshboring with rates, electric terms andsysteca in accort1*

conditions which fangoing paragraphs in a mariner not

-. equitable sharing of reserve responsibility. fuDy compenaste the Compasy for its costs. sistent with the broad purposes erpresed Bach party ahan provide such aamount og and which do not restrtet use or resale ez* paragraph 2 and appucable law.

=ptamine reserve as ahan avoid the impoet. sept as may be necessary to plutect the reu* t1(d). De Company does not intethl taan of an unreasonable demand on the sys. abluty of the Company's system. and as ammon thiscarrier, statement of policy to become a tasa of the other party. However, such spin. accepted or approved by the appropriate 12. The foregoing poucles are to be -

mang renerve requirement ahaumot esoned tbe regulatory body or bodies. The Company natut=n= lasta12cd reserve . requirement. If ahall not be required to make any such saae snented and apptled in a manner coasts ever a r==="a perted, a party has failed if the Company does not have sva12able eut* with Federal. State and local laws, to deuver emergency energy. or if a party has asient generation to provide the requested uona and orders. Au raus.

appenrod to make escensive onus for emer. service or if the sale would impair the Com* ditions terms and practims we m gency energy, the parties chan jotatly study pany's abutty to render adequate and Mila" subW to the acceptana es appm the saatter for the purpose of determining ble service to its customers or to discharge regulatory agencies or courts havtng the adequacy or landequacy of the reserTo 888 prior ensamitments 11 any. to other elec. escuon our them. To the extent that a

gemarating especity and transmissica facul. trio systesna. .

action may at the time be requtMe in tasa being provided to meet the requirements S. De Cosapany w13 work with neighbor. to efect any such changes, the Compen et the interconnessed systems and of deter. lag enestrse systems to faciutate the ex. any metchWag electrio e ag

=%tae +me *====** of correcting any det. ehaage of bulk power by tran=='a='on over any of the fmgo ng poucles nurn the siensas's. 1ss treassaamston factutiae between or asmong of recoures to the appropriate torum to[

5. The agreement for the laterchange ar. two or more seighboring electrie systems and such changes therein as may at the 12m

- gessent between the Couspany an between any setshbert ranghborms

m. -my wm not m. iud.,esd c. a -y .mer.eie.mo sysag electrte system andm -gastag = bum $ == tau t tive provtsions which would preclude a party power supply outside the Company's servsee. [FE Dec.74-13ris Pued $4-74;8:45 ans from engsgsne in sateressasesson and eone. ma between whose sacuttses the Cous.

etaatson arrsagementis with others. but may pany's trama-e==M lines and other trano.

nactude appropriate provinsons to earam (t) maasson uses would form a esattauous eses.

that me Compen7 mostres adequate act:ee og trinal path, provsded that (t) permaanson to (Docket No. PRM-50-10]

such addniaa=> tatereemaectson or econnas,. uttume such other transausatos unes has STATE OF NEW JERSEY-NUC1.ZA tson, (u) mas the partses wtu jotasaf coa. been ebeatned by the propeness of the ar. ENERGY COUNCIL {

. ander and agree upon such =====us, it any, rsedemens, and (u) the arrangements ree- Filingof Petitfort forRule Maldng *!

as are r=-a h'y moonsaary to protees the somahty som be =~a-a w rream a fame. --

ruuahnity of the tateronnescue systems and tsemaa and e--m a u-a osaadpotas, such Notice is hereby given that the -

.te prevent undue burdens tream tesar sm. tr=== =* =aa shan be on terms that runy of New Jersey through its Nuclear

- posed on any system and (tu) that the Cesa= "f==='a the Company for Sta costa. Aar ergy Council, by letter dated March t

t paar wuz he runy compensated for its eesse. . asagaborte eiessrse system requestsas such 1974. has filed with the Atomic Ena Good sadustry practase ne developed sa 14e transmineses arrnagemaante shalt saw ro*"

area trem taas to time (it met unr===a-kry seeable advanee nouce of its schedule and Commf==4an a petit".cn for rule makJ l

seestsettve) wiu entssfy thss prortssen. requiressants. The Counpany chan nos be re. The E'titioner I'4ues.ts that the ' i

s. Zatereenmecucas win be avaushie for a quared te enter into any arrnagement whica quire rents in Appendix E of 10 C

<= =1 mesmha sar'essetrts sysseursa'ahr br the~'**24'hapear* spretsemitasty orwesere Jasmforemereeneppammmg.sandt Company's tastaued tr===~aa and sah. gency tr=-' especity, as hasas ree- terfacing by Corrunission licensees

{ tr====ta-i- ractuuss tr the psopened later egassed mas whue some tr=-'- t- rectu. State and local governments be ad -

, -aauen is techascaur and -a-u-ny taas snay be operased rany leaded, other and applied to Cnemt==4on licensees l !anente and the r a p==y is ruuy compen. tr====uw- seesusses may be for essergency are not otherwise subject to Appen assed for sta oesta. Zater=aaaaaa= wiu nos use and operased either umsonded er par.

be limited to low vattages when higher vort. many needed. . E and who receive, store. process, and l . ages are avanable tross the cesapany's to. 10. 'the Company shac tastude ta its plan. distribute large quantiues of radioact i

• saaned factuuss la the ama where the tater. asas and sometrustsoa prograans suscsont materials routinely (e.g. f!rms wh eennectsoa sa destrod. controt and tesemeter. tr*a== '--'aa empaetty as requsred for the process radioactive drugs or k11oci sag rassuttes shan be prortted as required tramanetsons referred te la paragraph 9. pro. trisdiators) . The petitioner requests tj

, for the ansety and renahutty er the toter. vaded any mesgabertag electris system gtvra eenneeses systems, the Company =8metaa* advance motte as rules be developed which will read) 7, The company wu1 adord as apparse. **y h* -'y 8* ""*"" 888 *** clear identi$ cation of critical nucil mety to permespate se any neighternas else, guarements insa a runetsmina and teshascal criucal pathways, and criucal segm?

erla systeet thas makes a tunety request senadpotat and that such neighbortag elec. of the population potentially at risk therefor in the ewaarnesp et, or purchase et tres system runy aa=tia-tes the company prtrvisions made for chemical form

, unit power parecipatsen stance Umats power 1 and from. custos

2. and anyfor ag.itsquared easts.to The company esastruct tr=== shnu act be re.

reentues tf Variability of critical nuclides as a fq tion of varying product mix. The ps l dissonaa nuclear generattag unit which the 18 Sads seastrustsen eC such facuttles 1a. tiener requests that the requiremend company anay seastruct, own, and operate tensante, or if its easts la eenasetten ther,. the Commission's " Reactor Site C and which a the appuestaos sted with th*

with would esosed its benesta therstrosa or teria. 10 CFR ' Part 100 be suits!

,,, *,'*,3,7 M[g",", j tf it ands such focusues would impatr syssem mod 1 Sed and incorporated into the ersesos prior to January 1.1980 to a run. renabsusy er, amergemey traaa==W posed rule. and that the tone dean 14 semanie estent and os reasomehne teruns and = p==*y.

j . be reviewed and Protective Action 1

j ogoema naims, vot. w, no. u monody, my a, me  !

. j

APPENDIX F: FERC Litication Involvina Illinois Power Company -

Wholesale Rate Proceedinas Illinois Power and several municipalities in Illinois have been involved in various rate proceedings before the Federal Energy Regulatory Commission (FERC) and its predecessor agency, the Federal Power Commission (FPC). Many of the issues raised by the cities originated in the late 1960s and early 1970s and were resultant in part from Illinois Power's reluctance to offer power and back-up services to many smaller systems in its service area and also as a result of the oil squeeze beginning in the winter of 1973. It is staff's opinion that the issues raised during these proceedings to date were current at the time of the CP antitrust review and for this reason do not represent changes (in activities or proposed activities) since the CP review.

Moreover, the issues raised by the intervening parties addressed rate matters and would be more properly aired before the FERC, i.e., any negative antitrust implications would be more likely remedied before the FERC than the NRC.

Consequently, the issues pending before the FERC do not satisfy all of the criteria established by the NRC in Summer and no matter what the outcome before the FERC, these issues would not trigger an affirmative significant change finding and an ensuing OL antitrust review. However, the issues and contentions raised by the intervening parties before the FERC do shed light

~~._ on competition .among .membees of. the . electr.ic.. power J ndustry..i.n.111ino.is.,Powards m._._

service area and for this reason a brief discussion seems in order.

i

In the late 1960s a group of Illinois (self generating) municipal electric I

systems comprised of the Cities of Breese, Carlyle, Highland, Mascoutah, Peru, i Princeton, Waterloo and the Village of Freeburg, petitioned the Federal Power

! Commission,

~

"for an order under Section 202(b) of the Federal Power Act requiring . Illinois Power Company to interconnect its facilities .

F-1

and exchtng2, capacity and Gntrgy with them on tha sr.ma terms as '

those prevailing in interconnection agreements between the Company

[ Illinois Power] and its neighboring utilities."1 This case was settled in 1974 after Illiriois Power agreed to t'he municipals' request for interconnection agreements. At about the same time, Illinois Power agreed to a set of policy commitments (which later became foimal license conditions attached to the C1,inton construction permit) with the Department of Justice which required Ill'inois -Power, inter aliarto offer interconnections to neighboring power systems.

Subsequent to the municipalities' obtaining interconnections with Illinois Power, the oil embargo reached its peak and placed intense capacity and cost burdens on their systems. (Their systems were largely comprised of oil-fired peaking facilities.) The municipal systems requested long-term power supply arrangements under existing interconnection agreements with Illinois Power, j

i to assure continuous operation and reliability of their systems and to limit radical upward movements in their costs of supplemental power requirements in future years. At issue before the FERC at present is the rate at which the

==icip:1: would pay for the partial requirements power only recently offered by Illinois Power.

i According to Illinois Power, the rate schedule under which the municipals had been taking service was not designed for long-term continuous reservations of' 4

1 capac.ity, i.e. , the type of service proposed by the municipals, because energy charges were unpredictable due to the incremental nature of the costs attribu-

! ~

table to said reservations '-#"I111no' ff'Pown 'IT1egWd'fh'at 2e'n'ergy' c'ha'rges were- -

l_ .a function of hour-by-hour load conditio'ns and capacity availability. The incrementa,1 cost issue was resolved when Illinois Power agreed to offer the i

municipals a partial requirement power agreement (also required by the license j: ' Letter from S. L. Swarthout, Illinois Power Co. , to Kenneth F. Plumb, 5ecretary, FERC, dated May 25, 1979,.p. 2.

1 i

F-2 es g

l conditions attacht;d to the Clinton nuc1sar plant) for renewable fivs yaar

• l periods and based upon fuel costs incurred by the company's plants during the period the contract,is in force. l j

i i

In a separate proceeding, two municipal eiectric systems (Citie's of Ladd and l

Oglesby) and one small private distribution system (Cedar Point, Light and Company) (all total requirements customers of Illinois Power) have intervened f

beforetheFERCtoprotesta}976sholesalerateincreasebytheCompany (Dkt. E-9520). The principal contention of the intervenors was that Illinois {

Power could not unilaterally raise rates under their existing contracts with  !

the Company.

Ultimately, the D.C' . Court of Appeals ruled in favor of the two Cities and against Cedar Point Light stating that Illinois Power's contract with Cedar Point Light permitted uniflateral raising of rates by Illinois Power. ,

This decision reversed the FERC order regarding Cedar Point. The FERC has yet to respond to the Court of Appeals decision which was issued on August 21, 1979.

i In a similar rate proceeding involving the same parties (ER77-531), the intervenors petitioned the FERC requesting relief from another wholesale rate increase by Illinois Power in 1977. The FERC recently ruled upon this inter- {

i vention8 by granting Illinois Power a two-tier rate increase. Here again, the {

j j issues in dispute were FERC issues and not'NRC related issues and they were '

resolved accordingly.

Generic Interconnection Rate Proceedinas l

l I ps . _ . . -

i Illinois Power has-instituted =new wheeltngaretts ettN aWof'thi'gi6weF'i9ftsis"'

it has interconnection agreements with -- as required by FERC Order No. 84.

There has t(een no intervention by parties in the relevant marketing area.4  !

I I

i i

2See " Wholesale Electric Service Agreement " Exhibit, Abetween Illinois Power and the municipals, attached to Appendix F.

3 - '

. See FERC orders da h d April 10, 1981 a'nd June 8, 1981.

4 Docket N0s. ER 80-595 (Illinois Power / Commonwealth Edison); ER80-674 (Illinois Power / City of Springfield, Illinois); ER 80-675 (Illinois Power / Western Illinois Power Coop); and ER 80-731 (Illinois Power / Central Illinois Public Service Co.,

TVA and Union Electric Company.)

e

__ - __ . -- --- - - - - - - - -F- 3 _*i ~ ""~r. - _ -. . - -- -- - - ' i

i Moreover, the nature of these proceedings rests solely on justification of  ;

wheeling rates and it is staff's position that the actual determination of rates rests more within the jurisdiction of the FERC and not the NRC. Conse- I quently, staff believes that the issues raised in the generic Ordet No. 84  !

t proceedings would not invoka antitrust implications that would warrant remedy l by the NRC.

f I

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. F-4 r

l AGREEMENT FOR PURCIIASE OF POWER j

l

, FROM ILLINOIS POWER COMPANY j i

. This is an agreement dated this 1st day of May,1979, l between ILLINOIS POWER COMPANY (" Utility" or " Company") , and .

[

the -

(" Customer"). .

j

- , I U,tility is an Illinois corporation with its business . l office at 500 South 27th Street in Decatur, Illinois, is engaged

. in the gener'ation,- transm i ssion, distri buti on and sale of

. electric energy to the public in various municipalities and .

areas in the State of Illinois, and is a public utility within the' meaning of an Act entitled "An Act concerning Public Utilities,5 approved June 29, 1921, as amended, set forth in Chapter 111-2/3, section 1 et, t sg. .of the Illinois Revised Statutes, and now in -

• force.* .

Customer owns and operates an electric. generating and distribution facility and provides electric public utility service to customers located in and about' . .

I Customer desires to purchase electric energy for f.-

municipal uses and for resale to its customers, and Utility e desires and is will'ing and able to supply customer with electric energy for these purposes, on the terms and conditions herein- "

after set forth. ,

~

In consideration of the mutual agreements herein con-tained, the. parties agree as follows: l

. l

.. I. General Terms .

Utility shall supply electric energy and Customer  !

shall accept and pay for service rendered under the terms  !

. . ~ of Exhibits- A"and aDf -ettachecbhemator an*4+ w A h malm A

---..~ _

Agreementshallj Service for Resale to control if there is any conflict between the provisions of Exhibits A and D, except for the determination of, contra-capacity. .

. .. \

i II. Conditions of Service -

. -i j

I 1. Customer requires and Utility agrees to supply a minimum amount of capacity according -to the ~

! following five year schedule, beginning with commencement of the Agreement under'Section X.

l I

9

[c l

j . II. Conditions of Service (continued) j I

1st year Kva '

. 2nd year Kva  ;

3rd year Kva ~

j 4th year Kva -

l Sth year Kva l This capacity will be the initial " contract capacity". l 1

governed by the provisions of Section 5(a) of *l Exhibit A. At the expiration of each year, Customer j will specify a new contract capacity for the l fifth year following. In the absence of such  ;

specification, the contract capacity specified.  !

for the-fourth year shall carry over to become

- the contract capacity for the fif th year. .

]

s  !

i 2.- Customer shall provide a volt substation at the point of delivery to transform energy received from Utility at volts to the -

volts required by Customer. (See Exb4 hit B.)

3. Utility requires an automatic circuit switcher -

.- or oil circuit brcaker and lightning arresters at the point of delivery to protect its system from

_ any faults on Customer's system. If Customer ~ elects j

- to install at its expense a Kv oil circuit .

.j breaker satisfactory to Utility, Utility shall  !

control, operate, and maintain at customer's expense i

.such oil circuit breaker to assure satisfactory oper-l ation with its electric system. Customer shall either install or pay Utility the non-salvable cost of ,

installing such lightning arresters plus a monthly i rental for'the salvable cost of the lightning arresters, all as provided in Exhibit C. .

-- - 4 ; ~ Utility'shall" extend-its-4ine-toMwintd-delihezys to Customer and shall furnish and install meters,- '

j recording devices and other apparatus necessary~for .

! the purpose of measuring the energy received by ..

l Customer at the point of delivery. The point of i

delivery shall be at the KV bus installed in, the Kv substation referred to i'n the preceding paragraph 2 located on Customer's propdrty. -

5. Customer agrees that any existing-towers, poles, wires

• l or equipment placed by Utility on the streets, avenues,

.- alleys and public places in the

- shall be exempt from any special tax assessments, license or rental fee to Customer'during the term .

,. of this Agreement. -

- - - - - n--

II. Conditions of Service (continued) -

i

6. Customer agrees to use reasonable care to design )

- its circuits so that loads of the individual phases t on its lines at the point of delivery will be balanced as nearly as practicable. - l j

Customer and Utility agree to maintain and operate" 7.

, , e their syst'ms in accordance with sound utility .

practices, so as to minimize the likelihood of a disturbance in either system which might cause impairment of service to the other party's sys, tem.

( III. Rates and Charges '. !

• 1. Customer agrees to pay Utility monthly for electric service rendered during the preceding month at the i rates and charges due and payable therefor as provided l

in Exhihit A, attached, or as subsequently rev2. sed '

i under Section X, paragraph 3. -

\

2. stility shall add to all charg'es under this Agreement and those provided for in Exhibit A the amount of any' tax or charge of any kind levied, assessed,;or charged 7

by any municipal, state, or federal government, or j( authority becoming affactive after the execution date i of this Agreement, measured by but not included in the i , purchase price paid or revenues received by Utility on account of the service rendered under this AgreemenG IV. Meter Reading and Billing .

_ 1. Utility shall read meters and render bills monthly.

- Bills will be rendered at a gross charge using the -

~

rates and charges contained in Exhibit A in effect

. at the time, including other charges in this Agreement

,.s.-- incre ased .by ho.-. percent._. Payment . s hallAet .du e . ; thirty, I

days from the date of rendering the bill, and if made within that period, Customer shall be entitled to a.

l two percent prompt payment discount from the gross charge. The gross charge shall be payable with ~

j respect to each bill paid after the due date.

l ,

2. Should either over-billing or under-billing occur due to causes other than inaccurate meter registration, it shall be corrected by proper allowance or payment i upon written notice by either party to the other,'by mail or by personal delivery, provided that such notic(

must be given within one year following the date on -

which the bill to be corrected is rendered. -

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! IV. Meter Rcading and D'illing (continued) i

. 3. If customer has fniled to pay any bill accruing -

I

under this Agreement on or before the thirtieth l

. day after day of billing, Utility may discontinue l'

. delivery of electric energy provided at least fifteen days prior written notice has been given to. Customer.

Utility will not be liable in any manner for any loss  :

or damage arising from such discontinuance'of electric ~

j service. .

V. Metering, Testing and Billing Adiustments j

! j

1. Utility shall own and maintain the number of meters ,'  !

and related. metering equipment necessary to measure i the demand and energy delivered to Customer by Utility  !'

at the point of delivery.

8 2.'

Utility shall test and calibrate the meters by com -

parison with accurate standards at approximately twelve month intervals.

t 4 3. Utility shall make special meter tests at the written l request of Customer. If a special test made-at .i i _

• - . Customer's reques: shall disclose that meters are ,

registering within 2. percent of 100 percent accuracy, Customer shall bear the expense of the test; otherwise, the ec:rt of such test shall be borne by Utility. UtiliG

! shall give Customer three days advance notice of its intention to test.and calibrate meters when such test io requested in writing by Customer. Customer shall be pas

- mitted to witness any meter tests made by Utility.

4. Meters found by test to be registering inaccurately

< shall be restored to a condi. tion of accuracy. If' the inaccuracy exceeds two' percent, - the' meter readiny.=

l

'taken during the period of 90 days preceding (or during

such shorter period as may havs intervened since the l previous test) shall be corrected by the percentage of '

inaccuracy found by the test and payment adjusted  ;

accordingly. No prior readings will be corrected. - l l ' .. . I

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VI. Rights of Access , -l

, .  ?

Duly authorized representatives of either party hereto .

i

shall be permitted reasonable access to the premises l l of the other party if required to carry out the pro- l l visions of this Agreement. Each party shall have j

. access to the facilities of the other party at a i

.- mutually agreed-upon time for the purpose of removing its own facilitics from the facilities of the other

. party where such' removal is permitted under this Agreement. l

VII. Continuity of Service ,

i l - 1. . Utility agrees to provide adcquate and reliable

! ., service to Customer. Howevor, Utility shall not be liable to custome'r for. interruption o'r. inadequacy. -

• of service, loss or damage to property, or injury (including death) to any person caused by act of God, public enemy, vandalism, strikes and other labor troubles or their equivalent, legal process, state, -

: municipal or other governmental regulation, windstorm, '

flood, fire or explosion, or other matter or, thing .

beyond Utility's control, whether the same shall ,

- affect or o'ccur in connection with the operations or property of C'ustomer, Utility or any other person.

Utility shall not be responsible for damai es due to any]

. 2. J j

failure to supply electricity, or for interruption, l or reversaI of the supply, if such failure, inter-l ruption, or reversal is without willful default or negligence on its part, nor for interruptions, by underfrequency relays or otherwise, to preserve the i

integrity of Utility's system or interconnected systems. .

3. Utility r.ay interrupt service to make necessary repairs i or to make changes in equipment or to install new equipment, but only for such reasonable Hmma as may he unavoidable. If the. nature of the situation permitst reasonable advance notice of these interruptions shall be given by Utility. ,

VIII.

Liability .' -

Customer shall not be liable for and Utility shall save Customer harmless against any and.all claims, damages, liability or expense, resulting from or occasioned -

by the presence, use or maintena'nce of any electrical conductor or other type of' equipment owned or maintained ,

by Utility or Customer or by the escape of electric "~

energy in or from any such conductor or equipment, provided that such claims, damages, liability or expense shall be caused by Utility's negligence or misconduct.. .! '

l Utility shall not be liable and Customer shall save * .

Utility harmless against any and all claims, damages;

. liability or expense ressulting from or occasioned by the presence, use or maintenance of any electrical .

conductor or other type of equipment owned or maintained by Utility or Customer, or by the escape of electric  ;

energy in or from any such conductor or equipment, j provided that such claims, damages, liability or expense l

.I i

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, VIII. Liability (continued) '

• shall be caused by Customer's negligence or misconduct.

Negligence or misconduct, as used herein, shall include but not be' limited to failure to comply with all General

• Orders of the Illinois Commerce Commission applicable to the furnishing of electric service by Utility or Customer, all regulations of the United States Occupa- )

4 tional Safety and Health Administration and the Structural Work Act of the State of Illinois, or .  !

failure to meet any standard of care derived from i any of such orders, regulations or statute. l Annexed Areas and Other Services IX. '

, . i

1. Utility shall be permitted to. continue to provide j retail electric service on a non-exclusive basis i i

to its existing ' customers or existinci customers' l premises served by Utility within the municips.1 limits as of the effective date hereof.

2. Whenever, af ter the date of this Agreement, Customer  !

• annexes an area in which Utility is providing electric !

service, the parties shall meet and shall negotiate j in good faith as to the party to provide and the manner >j

,. *

• of providing electric service to present and, future.

electric customers in the annexed area. Such negotia-tions shall be conducted by the parties in the light ,

i , of all relevant matters, and any agreements made and *l j

procedures established by them shall be in the public j interest and in accordance with then prevailing law

,: and applicable regulatory authority. -

Neither party to the detriment of the other party t 3.

}

. shall require any person to take electric service  ;

from it as a condition to, or in combination with, i

any other commodity or service, including but not limited to gas, sewer, water / or anymther municipal i

, or utility service. .

j' X. Term of Agreement 1

1. This Agreement shall be for a term of five years  !

commencing on the first date that Utility completescon to provide service contracted for in Section II,-

, paragraph 1. Such date shall be stated in a letter of l  !

undprstanding to bee 'ffected between the parties after :'

i service is commenced. The Agreeisent shall continue

• j thereafter from year to year unless cancelled by either i party at the expiration of the primary or extended  !

term upon..not.14tss th'an..two .y, ears. pri6r written notice.

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. X. Term of Agreement (continued) -

2. During the period prior to the beginning of the

' term of this Agreement as specified in Section X, ,

, paragraph 1, which is the interim period beginning May 1, 1979 and ending when Utility has completed -

the construction and installation of facilities

, . 'necessary to provide the service contracted for in Section II, paragraph 1, Utility will supply service to customer pursuant' to the terms and provisions <

of the Interim Wholesale Electric Service Agreement which is attached hereto as Exhibit D. -

3. All provisions of this Agreement which are obligatory upon or shall inure to the benefit of Utility s hall inure to the benefit of all successors and assigns .

j of Utility. '

. . 4. Nothing contained herein shall be construed as '

l(*- affecting in any way the right of either party under this Agreement to unilaterally r.ake appli-i

• cation to the Federal Energy Regulatory Commission or any successor agency for a change in rates set forth in Section 3 of Exhibits A and D' hereof under Section 205, or any similar provision / of the Federal

' Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder or under any' other applicable federal law or commission. It is further provided, however, that'in the absence of agreement by Customer no change shall-be made in any term or condition of this Agreement for i Purchase of Power, or in any term or condition in Sections 1, 2, 4 or 5 of Exhibits A and D, until it has been finally approved by the Federal Energy Regulatory Commission (or any successor * '

l agency) under Section 206 of the Federal Power

i Act. ~

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, IN WITNESS WHEREOF, the parties hereto have duly entered into this Agreement the day and year first above mentioned.

ILLINCIS FOWER COMPANY -

By_ By .

Title Title

• Date -

Date Attest: Attest:

. c As to Illinois Power Company As to .

(Occretary (Village clerk) ,

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. Wholesale Electric Service Agreement

. 1. Availibility - -

Service hereunder is a.vailable to the

• l (" Customer") subject to the following conditions:

a. That customer is engaged in the distribution and sale of electricity to the general public within the service terri-

?

tory served by Utility; -

b. That customer is located, adjacent to Utility's lines having a capacity adequate to supply Customer's requirements in addition to the requirements of other customers already receiving service from such lines or that Utility shall l have sufficient time before Customer shall require service to construct such lines. Prior to commencement of service hereunder, Utility will construct additional facilities to provide service to Customer, provided the cost of such

' facilities does not exceed one and one-half times annual

) revenue estimated by Utility to be received from customer.

! Any costs in excess of one and one-half times this esti- -

. mated annual revenue shall be paid by customer to Utility; i .

That prior to the commencemen,t of service }iereunder, Customes l c.

l shall execute and shall thereafter keep in full force and l

effect a written agrsement with Utility with a primary term of five years.

' 2. Conditions of Service Service hereunder shall b'e provided to Customer subject to the following conditions:

a. Should Customer desire to receive electric energy from any source other than capacity owned and operated by Customer and to operate in parallel with the power supplied by -

Utility to Customer under this schedule, it shall, in the

' absence of existing arrangements with Utility for the delivet of such power, give the Utility reasonable notice of such desire, specifying the requirements involved and the date when it desires such transfers to commence. Reasonable notice shall be defined as notice sufficient to allow Utilitg to continue safe and efficient operation of its system and shall be interpreted in an engineering context considering

. the facilities and requirements involved; 1

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2. Conditions of Service (continued) .

b. Utility shall be reimbursed for any expenses incurred by it by reason of the transfer of electric energy require-ments referred to in subsection 2(a):

c. Service hereunder will jua initially delivered to customer 1 for a volt three phase electric line having

' capacity sufficient to serve Customer's energy require-ments. Utility. retains discretion to select the~ supply line or lines from which service will be rendered to ca. comer. The supply line selected shall be the best-available source with adequate capacity based on good i engineering practices. Utility also retains discretion tm change such supply line or lines and to change the -

voltage of the supply line or lines or other conditions ,

of service. If such change is initiated by Utility, the cost of providing service under the new conditions (ncluding the cost of transformation shall be borne by Utility. In all other cases, except for changes caused by an increase in Customer's. electric energy requirements which shall be governed by subsection 1(b), costs of changes shall

be borne by Customer; 4~ , d. Cu.Lumer shall provide and maintain all transformers and related facilities necessary for handling and utilizing the energy delivered hereunder; .

e. Utility will provide and maintain one three phase voltage  !

connection, provided customer will make available, without  !

charge to Utility, space requ' ired for Utility's lines and .

delivery facilities, and; l _ f. Utility will provide and maintain one point of delivery and i metering equipment therefor.

i Such metering equipment.shall {

! be located on the high voltage side of customer's trans-  !

, formation. Utility, at its discretion, may elect to install!

' such metering equipment-on the-low voltage' side of trans - 1 formation (whether or not for the convenience of Utility -

or Customer) and in such case, both the demand and energy  !

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- consumption will be increased to compensate Utility for i

i transformer losses as measured by such metering equipment, oG in the absence of such measurement, by computing such losses based on the manufacturer's data pertaining to the specific transformers installed.

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3. Rates and Charges .

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The gross charge shall equal the sum of the charges below '

! , and any other applicable charges increased by two percent.

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a. Customer Charge: Delivery voltage Charge

, 4160 or 12,470 volts S 80.00 per monG 34,500, 69,000 or $110.00 per monG 138,000 volts

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, 3. Rato and Chargce (continued) ,

Chargo pcr Kva Billing Demand

b. Demand Charge: Delivery Voltage Any one Mont]

. 4160 er 12,470 volts $3.73 per Kva 34,500, 69,000 or "

$3.18 per'Km '

. 138,000 volts

. c. Energy Charge: 1.25C per Kwh for all Kwh delivered by

. Utility in any one month -

d. Cost of Power Adjustment:

(1) A Cost of Power Adjustment (CPA) will be applied to each Kwh of energy billed hereunder during. the.

" billing period" as defined herein.

(2) CPA =

+ CIN - FCIS) X 100 .

.834C (CG + PP + IP - IS) X LF '

Where: ,

CPA = Cost of Power Adjustment. The . amount round to the nearest .001C per Kwh to be charged

, each Kwh billed hereunder during any monthJ

" billing period" as defined herein.

, FCCG = Fuel Cost of Company Generation. The cost fossil fuel as included in Account 151 and cost of nuclear fuel as included in Account 518, according to the FPC Uniform System of l Accounts, consumed in " Company's plants" dt I - -

the " determination period."

ECPP = Energy Cost of Purchased Power. 'ihe - net er cost of energy purchased on an economic dis patch basis from other utilities under pur-chased power agreements during the "-determj tion period,"- exclusive. of -capacitpor_-dems

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charges. Otherwise, the actual identifiab]

fuel cost associated with such energy purcl ECIP = Energy Cost of Interchange Purchases *. The energy cost of energy purchased on an econc dispatch basis from other utilities during

" determination period" under interchange om interconnection agreements irrespective of designation assigned to such transactions.

Otherwise, the actual identifiable fuel cos associated with such energy purchased.

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FCIS = Fuel Cost of Interchange Sales. The cost c

, fuel consumed in " Company's plants" to gene l- energy sold to other utilities during the

" determination period" through all inter .

system sales. -

. 3. Rates and Charges (continued)

CG = Company Generation. All Kwh generated dur4-i . the " determination period" in Company's plad i

PP = Purchased Power. All Kwh purchased, except interchange' purchases, from other utilities

. during the " determination period" irrespectf of the designation of such purchases. .

IP = Interchahge Purchases. All Kwh purchaised oE received from other utilities during the

" determination period" under interchange or interconnection agreements irrespective of the designation of such purchases. .

IS = Interchange Sales. All Kwh generated in i " Company's plants" which were sold or furniS to other utilities during the ,"determinatioa

• ~ period" through all inter-system sales.

l LF = Loss Factor. The estimated ratio of Kwh sa at the average delivery voltage of wholesal sales for resale to the Kwh generated for s sales. This. ratio is .97. ' ,

- , , (3) Definitions (a) The " determination period" is defined as the

calendar month imdediately preceding the billing j month. .

- (b) The " billing period" is defined at the period beginning with the 4th billing cycle of the l

. . month following the " determination period" and i ending with the 3rd billing cycle of the next i month. .

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(c) " Company's plants" is defined as Company's. fossil <

and nuclear generating plants and' Company's share'

, of any jointly owned or leased fossil a,nd ,nucleari generating plants. .

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4. Determination of Demands '

I a. Maximum kilovolt ampere (Kva) demand will be the highest

• average Kva delivered duting any fifteen minute period,

b. Billing demand for any billing month shall be.the greator of:

. (1) 50% of the maximum Kva demand measured for the billing month, o2.

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• l , 4. Determination of Demands (continued)

(2) the contract capacity ,

5. Additional Conditions and Contract Provisions

a. A capacity (called " contract capacity" herein) shall be ,

as provided in Article II, Section 1 of the Agreement. -

In the event customer's maximum Kva demand during the 13* consecutive hours of 10:00 a.m. through 11:00 p'.m. on weekdays occurring during the period June 15 through i l' September 14, in any one year, exceeds the contract  !

. . capacity in effect at that time during any 3 fifteen l minute intervals, no two of which shall be selected in

any one calendar day the contract capacity shall be increased, without notice or other action by the amount by which the average of the three highest measured Kva demands exceeds the then existing contract capacity, and any existing contract shall be deemed to have b.een amended ~

i to include such increased capacity.

. b. Customer may reduce Customer's contract capacity upon providing Utility with twelve months' prior written notice. ;

. However, in no event shall Customer be permitted to reduce

Customer's contract capacity to a level below that speci- '

fied under Article II, section 1 of the Agreement.

j c. If customer requires service at the delivery point sp'ecified 3

herein for existing, new or added capacity of 500 Kva or

] more in excess of the contract capacity which requires Utilis i to install special apparatus, customer shall execute and 3

keep in full force and effect a written contract with Utilits i .

forservicewhichshallspecifyacontractcapacityand.oth%

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, terms'and conditions of service not inconsistent with.those l provided for herein. The primary term for such written

. agreement shall be five year's. -

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d. The' primary or extended term of any agreement provided' ,

for herein shall be automatically extended from year,to ,

! year with the privilege of either party to terminate the

, agreement at.the and of the primary term, or any exte,nded term, on not less than two years' prior written notice.

e." Nothing contained herein shall be construed as aff5cting

! in any way the right of either party under this rate - i schedule to unilaterally make application to the Federal 1 '

Energy Regulatory Commission or any successor agency for l

• a change in rates set forth in Section 3 hereof under i . Section 205, or any similar provision, of the Federal, Power Act and pursuant to the Commission's Rules and Regulations promulgated thereunder or under any other applicable federal law or commission. It is further provided, however, that 1 .

5.' Additiennl Conditiona cnd Centract Proviaions (continued)

, in the obcenca of sgracment by Cu2temer no changa chall be made in any term or condition or service specified -

in Sections 1,2,4, or 5 hereof until it has been finally

. approved by the Federal Energy Regulatory Commission or any successor agency under Section 20G of the Federal Power Act.

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, pa nes:,y h, UNITED STATES 8( o NUCLEAR REGULATORY COMMISSION -

WASHINGTON. D. C. 20555

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JAN 3 1533 Docket No. 50-461 MEMORANDUM TO: The Files -

FROM: W. Lambe, AEAB

SUBJECT:

MONITORING REVIEW - CLINTON NUCLEAR STATION, UNIT 1 .

Attached is staff's initial monitoring review for Clinton Unit 1.

As of this date, the Unit is not scheduled for construction completion until August of 1984.

Attachment:

As stated P

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CLINTON NUCLEAR PLANT UNIT 1 -- OL MONITORING REVIEW Construction delays have become connon place for the nuclear power industry.

Applicants have delayed construction completion of facilities for months and sometimes several years from the time they initially have requested an operating license. From the standpoint of our significant change review, these delays create voids in the review process 1f the OL significant change review is completed far in advance of the construction completion date. In the instant

}

case, the significant change review was completed in February of 1982 while the construction completion date has been moved back to August 1984--leaving I

a two and one half year void in the review process (one and a half years longer than our one year lead time). To remedy this chronic problem, AEAS has developed I

l a " monitoring review" procedure that fills this void through periodic contact with pertinent power entities and research of public data, i.e., trade and related periodicals. .

!_ Staff completed its operating license significant change determination (significant change) for Unit 1 of the Clinton Nuclear Plant on February 23, .

1982. The review c'oncluded that no significant antitrust changes had occurred 4

! since the completion of the construction permit (CP) antitrust review in May i

of 1974. The no significant change determination was published in the Federal Register on March 11, 1982.

3 The function of the significant change analysis is two-fold in that it, 1) captures l any changes in applicants' competitive activities since the CP review, and 2) reduces l

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• / Applicants include: Illinois Power Co. (lead applicant) Scyland Power Tooperative, Inc. and Western Illinois Power Cooperative, Inc. -

)

the probability of a full-fledged antitrust review at the OL stage. Certain antitrust license conditions were attached to the Clinton cps which,were designed to implement greater coordination between Illinois Power Co. (IP)

, and smaller power entities in central and southern Illinois. These conditions generally required IP to interconnect, participate in baseload nuclear plants, wheel power and sell bulk power to neighboring entities. With these conditions

, in mind, staff has initiated contact (telephonic) with several municipal power systems in and/or adjacent to IP's service area in an effort to determine if any changes in IP's activities (of a competitive nature) have taken place since the original significant change determination was made in February of 1982.

City Systems The city systems ranged in size from Farmer City Illinois with a peak load of approximately 4.5ml to the' City of Springfield, Illinois with generating j capacity of over 500MW and a system peak of approximately 338MW. Farmer City is involved in interconnection negotiations with Illinois Power., The represen- ,

tative of the system contacted indicated that negotiations were continuing and that Illinois Power wanted the City as a customer and the only roadblock to the

~

interconnection to'date has been attributable to difficulties in obtaining financ-ing for construction of the necessary facilities. i l

The City of Chatham, Illinois (peak load of approximately 10MW) requested an I

interconnection with Illinois Power.in 1979, about the same time its wholesale supply contract was to expire with Central Illinois Light Co. The interconnection ,

was not built, according to the Mayor because IP refused to finance the entire i

construction cost of the required seven mile intertie line. When asked if the  !

i City considered wheeling IP power (in lieu of constructing the direct tie line) l

over Central Illinois Light's (CILCO) lines, the Mayor said yes and that IP

was willing, but the wheeling charges imposed by CILCO would have made the transaction uneconomical. According to the Mayor, the City negotiated a settleinent with its existing supplier (CILCO) through 1986 that was very favorable to the City. The City was faced with expiration of its wholesale supply contract and after shopping around, ultimately negotiated a new contract with its existing supplier. Illinois Power's responses to the City's requests do not appear anticompetitive--IP offered to wheel its power but did not feel it cost efficient to construct and finance a long intertie to a relatively small load. (Moreover, the Mayor indicated that he had not had any contact with Illinois Power in the last 18-24 months--our monitoring is concerned with t

the last 12 months.)

Waterloo, Illinois (approximately 10MW system peak) energized an interconnection with Illinois Power in 1979 and is now taking all of its requirements from IP.

Illinois Power allows the City to peak shave with its own diesel capacity during l the summer months, i.e., credits the City's generation against power sales by

IP to the City. According to the Superintendent of the system, this is very ,

beneficial to the City and the arrangement has worked out fine to date.

l 41Taterloo opted to take power from IP in lieu of being acquired by IP in the mid-1970's. Contact was initiated to determine how smoothly this arrangement

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wasgoing.7

The City of Springfield, Illinois was the largest system contacted, with 500MW l of generation, and of the systems contacted, probably most resembles Illinois Power's fully integrated power system. The City energized its interconnection i

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with TD in 1074 and according to the Superintendent of Electric Operations  !

has had satisfactory dealings with the company ever since. Presentiy,theCity and IP exchange emergency power when needed and share in economy power.transac-tions when available (the City usually sells more to IP than IP to City). IP ,

and the City also compete for wholesale loads, e.g., they share a common tie j with Western Illinois Power Cooperative and the coop has been served by both  !

suppliers in the past. During 1982, the City purchased more power from IP than [

t it sold, however, this was primarily due to an emergency outage on the City's  !

I system in March of 1982 that lasted about three months. During this period, t Illinois Power supplied the City with both emergency and maintenance power. The t i

City has also made use of IP transmission lines by wheeling over them in a sale  !

of power to a neighboring private utility. According to the superintendent, the city he enioyed a good working relationship with Illinois Power Co.  ;

t i

r These four cities were chosen for individual contact in the monitoring program  !

because of their diversity in size and integration and because soma had

~ I j experienced difficulty in dealing with Illinois Power Co. in the past. The f

responses from thes,e cities indicate that in terms of its dealing with smaller -

systems in its service area, Illinois Power has not engaged in any anticompet-itive activity that would warrant staff changing its significant change I determination reached in February of 1982. (See notes of telephone conver-l sations attached to this memorandum.)

Mt. Carmel Merger As mentioned in staff's significant change analysis, Illinois Power tendered an offer to acquire a priv'ately-owned, small electric system serving'the City f of Mt. Carmel, Illinois. The acquisition has yet to be consumated and in fact

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! is being held up by the state conserce conmission. The acquisition is not being challenged under competitive reasons, but for reasons that pertain to .

reliability and serviceability to existing customers. Staff still feel's this acquisition by IP poses no significant threat (or change since the February review for that matter) to competition in the bulk power industry in central ,

and southern Illinois, i

In sum: Because of a' delay'in issu'ing the Clinton Unit 1 OL, staff has reviewed Illinois Power's activities since last conducting its significant change analysis f approximately a year ago. No one has come forth to request reevaluation of f staff's significant change determination, nor have there been any submissions of complaints or views of affected parties durina the interim since February 1982. j After reviewina industry trade journals and initiatina contact with power  !

entities in the relevant area, staff, as of this date, has found no reason to amend its "no significant change" determination pursuant to Unit 1 of the

Clinton Nuclear Station.

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Farmer City. Illinois (January 13,1983)

Contact:

Mr. Richard Hardesty Assistant Superintendent '

Electric Department Phone #: (309)928-3421 During the significant change review staff noted that Farmer City had requested an interconnection with Illinois Power Co. (IP). According to Mr. Hardesty, the City was still negotiating with IP for the intertie and the only thing holding up construction was obtaining financing. Hardesty stated that IP wanted the City as a customer and the company was not holding up construction of the entertie.

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City of Chatham, Illinois (January 18,1983)

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i Contacts: T. Kaufman, Superintendent i John Whitney, Mayor -

i Phone f: (217) 483-2451 i

. I I

The City had requested an interconnection with Illinois Power Co. (IP) in l late 1979 and early 1980. I phoned the City to ascertain the status of  !

this interconnection request.- k 4 l, L

I originally telephoned Mr. Kaufman, however he referred me to the Mayor, Mr. John Whitney, as he was the principal negotiator dealing with IP. I e I

left a message with Mr. Kaufman for the Mayor to phone me when he returned to the office. He returned my call later in the morning. i t

t I asked him if he ever consummated the interconnection he requested from IP in 1979-80. He said no, because IP was unwilling to pay for the cost of i i

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constructing the seven mile tie necessary to serve the City.

i I asked the Mayor if he had considered having the IP power wheeled to the .

City over the existing Chatham/ Central Illinois Light Co. intertie (i.e., the l i

City's exist'ing supplier). He said he had looked into it but decided that the l t

wheeling charge quoted by CILCO was exorbitant and would make the transaction  !

uneconomical. I

. s The request for an interconnection with IP came about after the City's wholesale supply contract had expired with CILCO -- the City was searching for an alternative l l

power source to CILCO.

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According to the Mayor,'the City negotiated a settlement stith CILCO through 1986 which was very favorable to the City--i.e., in terms of rate increases over the life of the contract.

Mayor Whitney stated that he hadn't had any contact with IP in the last 18-24 months. Although the City is now taking all of its power from CILCO, t'

the Mayor stat,ed that when it comes time to negotiate a new supply contract he would contact WIPC0 (Western Illinois Power Coop) which had just built a transmission line near the City as well as other surrounding systems capable of serving the City. (These include CILCO, CIPSCO (Central Illinois Public i Service Co.) City of Springfield and IP.) f l

In sum: the Mayor has had no contact with IP since staff's significant change  !

t l review was completed in March of 1982, therefore no changes can be attributed  !

l to IP activity in regards to the City of Catham since this determination was i t

y made.

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City of Waterloo, Illinois (January 24,1983)

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Contact:

Mr. P. Schlemmer, Superintendent of Electric Department Phone f: (618)939-6413 During the significant change review staff noted that the City of Waterico had recently begun taking power from Illinois Power Co. (IP) -- in lieu of being acquired by IP. Staff contacted the City to ascertain the present relationship between the two systems.

According to Schlemmer the City is now taking all of its power requirements from IP with the option of peak shaving with its own generation during the summer months. The City has no plans of adding any new generation of its own '

and has considered wheeling over IP lines but hasn't negotiated anything firm to date. (Apparently Waterloo is among a group'of seven cities that negotiates as one voice with IP.) Mr. Schlemmer stated that he was completely satisfied  !

in his dealings with IP and that, "IP has power to sell and we want to buy."

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City of Springfield, Illinois (January 17,1983) l

Contact:

Mr. L. Gladish, Superintendent of -

Electric Operations Phone f: (217)789-2120 I telephoned the superintendent of the Springfield utility division to inquire whether or not the City was having any specific difficulties in its dealings withIllinoisPowerCo.-(IP). The City had recently energized an inter-connection with IP (late 1979) and given Springfield's substantial size, the City's input into staff's monitoring program seemed essential.

Acenedinn tn Mr Gladish, the City normally sells more power and energy to IP than purchases from IP. Presently, the City deals in short term power exchanges with I."--c: nc. y exchanges and emergency and maintenance power exchanges.

(Prior to 5/80, the City had been under contract to supply 65MW/yr of non-firm capacity to IP--primarily economy or diversity power.)

, In 1982, because of an emergency in the City's system in March, Springfield purchased more energy from IP than it sold--51,000 mwhrs compared to 27,000 -

mwhrs. The City's entire system went out in March of 1982 requiring extensive  !

maintenance that lasted about three months. During this period, IP supplied the City with emergency and maintenance power.

Besides IP, the City has interties with Central Illinois Light Co. (CILCO) and the Western Illinois Power Cooperative (WIPCO). When asked whether the City ever had occasion to use IP's transmission facilities, Mr. Gladish

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

described a recent sale to the Central Illinois Public Service Co. (CIPSCO),

which was facilitated by IP wheeling the power over its lines to CIPSCO. l Mr. Gladish noted that the City and IP compete for wholesale load with their

[

connon intertie to WIPCO. He stated that he has encountered no problems (with IP) in this relationship to date.  !

According to Mr. Gladish, the City solicited a share of the Clinton Nuclear .

t Plant when it was in the construction planning stages (50MW). He said IP  :

gave the City a year to make up its mind, but the City council procrastinated (

h too long and the proposed share was sold to another utility. (He thought the  !

utilitywasWIPCO.)

i Generally, Mr. Gladish stated that he had a good working relationship with  !

t Illinois Power Co. j

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1. • U-0799 L30-85 (02-21)-L 1A.120 i ILLINDIS POWER COMPANY l f,U ,

cuNtoN rowan stArioN. P.o. sou s7s. cLINToN. ILUNois 61727 j February 21, 1985  :

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Docket No. 50-461 l l

Office of Nuclear Reactor Regulation  !

Atta: Mr. Un. H. Regan, Jr. , Chief -  ;

Site Analysis ) ranch l Division of Engineering l U. S. Nuclear Regulatory Commission I Washington, DC'20555 [

F

Subject:

Clinton Power Station Unit I ~

h Planned Merger of Soyland Power Cooperative Inc. i and Western Illinois Power Cooperative Inc.

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Dear Mr. Regan:

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By letter dated January 16, 1985. you requested that we furnish all information pur'suant to the merger or planned merger between Soyland Power Cooperative, Inc. (Soyland) and Western Illinois Power j Cooperative. Inc. (WIPCO), the co-applicants with Illinois Power Company j

for the Clinton Power Station operating license. f t

i Ian enclosing herewith for your information and review a copy of }

the " Coordination and Operation Agreement" dated July 25. 1984, between L Soyland and WIPCO. This agreement provides for the pooling of Soyland [

. and WIPCO's operations effective January 1. ,1985. In addition, as set t forth in Article III, the agreement contemplates a merger of Soyland and WIPCO on July 1, 1986 or such later date as they may mutually agree.

It is my understanding, that a merger is required to be approved by the 1

vote cf two-thirde of the membership of each cooperative' voting separately.

. I j Should you have any questions or require further information do not -

i hesitate to contact me. l S care yours

. 9 F. A. p enb g '

Direc or - Nuclear Licensing and Configuration Nuclear Station Engineering g l

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I Enclosure .

JLP/1s f cc: B. L. Siegel, NRC Clinton Licensing Project Manager {

NRC Resident Office r Regional Administrator, Region III USNRC  !

Illinois Department of Nuclear Safety [

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law Cmess WAsntR, SuLuVAN & WARD

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January 29, 1985

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• 7. 0%"*"

Sheldon A. Zabel, Esq.

Schiff, Hardin & Waite

7200 Sears Tower 233 South Wacker Drive

Chicago, IL 60606 Re: Docket No. 50-461, Clinton Nuclear Station, OL Antitrust Review--Merger i

of Soyland Power Cooperative, Inc.

and Western Illinois Power Cooperative, Inc.

Dear Mr. Zabel:

Mr. E. H. Williams of Soyland Power Cooperative has forwarded to this office a copy of the letter from William H. Regan to Mr. Frank Spangenberg dated January 16, 1985'concerning the anti-tru.L A view.of Illinois Power Company's application for an operating license of the Clinton Nuclear Station. In accord with my conversation with Mr. Williams, I am enclosing for your use a copy of the " Coordination and Operation Agreement between Soyland Power Cooperative, Inc. and Western Illinois Power Cooperative, Inc."

, dated July 24, 1984. This Agreement provides in pertinent part the following terms and conditions: ,

j

. 1. General Provisions. Pages 1 and 2 of the Agreement (the Whereas provisions), set out the general intents .

of the Agreement. As of January 1, 1985 Soyland Power Cooperative (Soyland) and Western Illinois Power Cooperative (WIPCO will " Pool" all electric power and energy and transmission capacity available from their i respective facilities so that the electric power and energy and transmission capacity will be utilized as i

though the two cooperatives were merged as of January 1, 1985. The Agreement goes on to provide that a plan of merger will be prepared, and that the formal merger under Illinois law will take place effective as of

July 1, 1986. ,

2. Management. At a meeting' held in January, the parties met and selected Mr. C. E. Ferguson as Chairman of the joint operation, and Mr. R. E. Gant as Secretary.

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t Sheldon A. Zabel,'Esq.

January 29, 1985 ~

Page 2 i

Mr. E. H. Williams was selected as Executive Vice President, j Mr. Don Bringman as Vice President and General Manager. i Article III, Section 2 provides that any action by the i Pool requiring board approval must be presented to the Joint Pool Board and approved by an affirmative vote of j the directors of each cooperative member. t

! 3. Furnishing of p'ower and energy by the Pool and trans-i mission capacity. Articles V and VI of the Agreement j provide that the Pool will provide all power and energy and transmission capacity to Soyland and WIPCO from and '

after January 1, 1985. -

. 4. Merger. Article XII provides the terms wherein the parties will merge by July 1, 1986. +

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5. Term of the Agreement. Article XIV, Section 2 provides i that the Agreement shall begin operation on January 1, 1985 and shall terminate on December 31, 2025 unless extended by mutual agreement of the parties.  ;

l Please' do not hesitate to contact this office if you have any question concerning any aspect of the Agreement between Soyland  ;

, and Western Illinois Power Cooperative.  !

We would appreciate reviewing any material planned'for sub- f mission to the Nuclear Licensing and Configuration Management i

+

Office prior to that submission, i t

Very truly yours, i i

WASKER,, SULLIVAN & WARD -

j MX i

John T. Ward -

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JTW:as cc: Mr. Donald Br4= P a e Mr. E. H. Williams  !

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APPENDIX E O

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COORDINATION AND OPERATION AGREE!E2iT }

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BETWEEN i SOYLA!TD POWER COOPERATIVE, INC. l AND . .

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• WESTERN ILLINOIS POWER COOPERATIVE, INC.  ;

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TABLE OF CONTENTS -

Page  ;

1 Article I -- Purvese . . . . .. .. . . . . . . . . . . . 3

! Article II -- General Definitions . . . . . . . . . . . . . 3 Article III -- Administration . . . . . . . . . . . . . . . 6 Article IV -- Delivery of Power Bv j Members to Sovland/WIPCO . . . . . . . . . . . . . . . . 10 Article V -- Furnishing of Power and Energy By the Fool . . . . . . . . . . . . . . . . . 11  ;

4 Article VI -- Availability of J

Transmission Capacity . . . . . . . . . . . . . . . . . . 11 Article VII -- Operation and Maintenance. . . . . . . ,. . . 12 Article VIII -- Construction of Additional Facilities . . . 13

Article IX -- Charges and Credits . . . . . . . . . . . . .

14 ,

! Article X -- Accounting and Payment . . . . . . . . . . . . 17 1

3 Article XI -- Insurance -- Indemnification . . . . . . . . 18 Article III -- Merzer . . ... . . . . . . . . . . . . . 22 Article XIII -- General Provisions . . . . . . . . . . . . 24 l Article XIV -- Effective Date, Term and Contingencies . . . 28 -

1 Exhibit 1 . . . . . . . .... .. .. . . . . . . . . . .

31 i

l Exhibit 2 . . . . . . . _. . .. . . . . . . . . . . . . . 32 l Exhibit 3 . . . . . . . . . . . . . . . . . . . . . . . . 33 i Exhibic 4 . . . . . . . . .. . . . . . . . . . . . . . . 34 i

Schedule 1 . . . . . . . .. .. .. . . . . . . . . . . . 35 Schedule 2 . . . . . . . . . . ... . . . . . . . . . . . 36 i

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I e i COORDINATION AND OPERATION ACREEMENT t

< AGREEMENT made this 24th day of July , 1984, by and i

between SOYLAND POWER COOPERATIVE, INC., hereinafter called "SOYLAND," a not-for-profit corporation organized and existing i under the laws of the State of Illinois, and WESTERN ILLINOIS POWER l COOPERATIVE, INC., hereinafter called "WIPCO," a not-for-profic l

} corporation organized and existing under the laws of the State of Illinois. SOTLAND and WIPCO may be and/or are sometimes referred 1

to hereinaf ter as " PARTY," " PARTIES ," " MEMBER," or "HEIGERS."

! WITNESSETH:

i W EF.!AS, SOYLAND and WIPCO are engaged in the generation and transmission of electric energy and are the wholesale power suppliers for their distribution cooperative Members in Illinois ar.d .

l WHEREAS, SOYLAND and WIPCO now purchase portions of their ,

electric power requirements from Central Illinois Public Service Company, hereinafter called "CIPS," and from Illinois Power  ;

' I j Company, hereinafter called "IP" and others. WIPCO now generates a i j portion of its own power requirements and the Parties will lease i and/or purchase capacity and use of facilities of CIPS, IP, and/or i others hereafter in lieu of or in addition to the Purchase

\.

Agreements above-referred tos and, j t

WHEREAS, SOYLAND and WIPC0 presently own 10.51 and 9.51 shares ,

respectively of Clinton Power station Unit No. 1, hereinafter  :

l l called "CLIUTON": and, .  ;

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- o WHEREAS, WIPCO has transmission ownership and obligations for its distribution cooperative Members and, WHEREAS, the primary purpose of SOYLAND and WiPCO is to i furnish adequate supplies of electric power and energy to the load l centers of their distribution cooperative member-consumers on a

, cooperative not-for-profit basis at the lowest feasible cost, and, -

! to this end, 50YLAND and WIPC0 have entered into a Memorandum of l Understanding dated February 15, 1984, to further the primary l

objective through the coordination and use for the benefit of each ,

of the electric pouer and energy and the transmission capacity available from their respective facilities and any facilities I constructed jointly by SOYLAND and WIPCO acting as a single entity:

and, WHEREAS, to further the interests of acting as a single entity f the Parties believe it to be in the best interests of their ,

j distribution cooperative member-consumers to operate on a pool basis from January 1, 1985, to July 1, 1986, and to merge into one

~

l corporate entity effective as of July 1, 1986, and l

WHEREAS, the agreement herein described shall be referred to j as "SOYLAND/WIPC0" or " POOL."

NOU, THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENT t

HEREIN CONTAINED AND MUTUAL BENEFITS TO BE DERIVED THEREFR0tt, IT IS AGREED BY AND BETUEEN SOYLAND/WIPCO AS FOLLOWS:

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ARTICLE I -

! PURPOSE

( .

I Section 1. The purpose of this Coordina' tion and operation I

Agreement is to combine power supply facilities and costs from l .Tamtarv 1. 1985, to July 1, 1986, and to merge into one corporate f entity effective as .of July 1, 1986, in order that adequate s'upplies of electric power and energy be delivered to load centers  ;

of the distribution cooperative member-consumers of SOYLAND and

WIPCO on a cooperative not-for-profit basis at the lowest feasible f

cost through the coordination and use of the facilities and l

! capabilities of both SOYLAND and WIPCO acting as a single entity.

ARTICLE II

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GENERAL DEFINITIONS Section 1. Existina Generating Facilities. Any reference to l

l " Existing Generating Facilities" shall mean the generating and - -

I I

i j related facilities, described in Exhibit 1 attached hereto and by l this reference made a part hereof. l

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Section 2. Existing Transmission Facilities. Any reference to " Existing Transmission Facilities" shall mean the 34.5 kV .or l

higher transmission and related facilities, described in F.xhibit 2.  !

Section 3. Additional Generating Facilities. Any reference l

(

to " Additional Generating Facilities" shall mean generating and i related facilities construcccd by SOYLAND or WIPCO, or .

30YLAND/WIFC0 as a single entity in accordance with Article VIII of this Agreement. .

Section 4 Additional Transmission Facilities. Any reference to " Additional Transmission Facilities" shall mean the transmission  !

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and related facilities constructed by SOYLAND or WIPCO for the POOL for operation at 34.5 kV or higher in accordance with Article VIII of this Agreement.

i Section 5. Pool Transmission Capacity. Any reference to i

"SOYIAND/WIPCO or POOL Transmission Capacity" shall mean capacity I

, and transmission facilities which will be available to the POOL: i (a) pursuant to this Agreements and (b) pursuant to contract

! between the POOL and any other company or companies.  ;

! Section 6. Installed Cost. Any reference to " Installed Cost" l

{ . shall mean: (a) as to 'the Existing Generating Facilities, the

installed cost thereof (b) as to the Existing Transmission

, i 4 ,' Facilities, the installed cost thereof and (c) as to the j Additional, Generating Facilities or Additional Transmission j Facilities, the installed cost thereof as shown on the books of the l members or as may be determined from time to time by the members.  !

l Section 7. Monthly Billing Period and Month. The term i

" Monthly Billing Period" and the term " Month" shall'mean the period beginning at 0001 hours1.157407e-5 days <br />2.777778e-4 hours <br />1.653439e-6 weeks <br />3.805e-7 months <br /> on the first day and extending through 2400' i hours the last day of each calendar month. - i l

Section 8. Contract Year and Fiscal Year. The term " Contract  !

l Year" and the term " Fiscal Year" shall mean the 12-month period beginning on January 1st of each calendar year and extending through December 31st of the same year.  !

l Section 9. Uncontrollable Force. The term " Uncontrollable r

?

Force" shall mean any force which is not within the control of the l party affected and which by exercise of due diligence and foresight l could not reasonably have been avoided, including, but not limited

)

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- to, failure of facilities, flood, earthquake, storm, lightning, j fire, epidemic, war, riot, civil disturbance, labor disturbance, f i  ;

sabotage, collision, or restraint, or order by a court or public l, authority having jurisdiction.  !

{ Section 10. SOYLAND/WIPCO, PCOL, Member. For purp'ses o of

' i this Agreement, reference to SOYLAND/UIPCO shall mean the  ;

l contractual power pooling created by this Agreement, together with 1 the Memorandum of Understanding dated February 15, 1984, and any [

! I other contract or document associa'ted therewith. The " POOL" shall l

mean the combined Power Pool of SOYLAND and WIPCO facilities and  !

i Member or Members shall refer individually to SOYIJSD and/or WIPCO l i i as a Member or Members of the Power Pool.  !

t

! lIccticn 11. Merger. Soyland and WIPCO have ' agreed to merge l

into one corporation effective as of July 1, 1986. All reference [;

to " marge" or " merger" herein will be to such event. i j Section 12. NRUCFC. NRUCFC means National Rural Utilities l l Cooperative Finance Corporation. l

_ Section 13. REA. REA means Rural Electrification i l

Administration, Department of Agriculture of the United States.  !

Section 14. Pool Board. Pool Board means the Board 6f l l l Directors of SOYlAND and the Board of Directors of WIPCO meeting

! together at a duly called special or regular meeting. The Pool I

Board will elect its Chairman and Secretary and adopt appropriate t

rules of procedure. l

Section 15. Pool Board Aporoval. Any action.of the combined i i Boards of Directors of SOYLAND and WIPCO and such action to be approved shall be passed by a maj ority vote of the elected l t

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. Directors of SOYLAND and a majority vote of the elected Directors  !

l of WIPCO. A quorum of the Pool Board exists when a majority of the

. members of each board be present, except that a meet 3.ng of less than a quorum may adjourn said meeting to a later date. No other action may be taken unless a quorum is present. j ARTICLE III i t

1 .

i ADMINISTRATION .

Sectiori 1. Management. The Parties agree that the POOL will

! be initially managed by a Management Cocnittee consisting of the 1 .

General Manager of each of the Parties to this Agreement. An l Executive Vice President and General Manager will be named of the '

1 Management Cot:mittee as approved at a joint meeting of the Board of

]

Directors, of the Members. Initially, the POOL will have no l

permanent staff. The Management Committee shall be responsible to the POOL Board and subject to supervision and direction by such l

Board. t i I

The Management Committee shall act as a settlement committee and shall decide any controversy, claim, counterclaim or dispute-i - arising out of or relating to this Agreement (except as otherwise l provided herein), including other committee functions and actions.

I In the event the Hanagement Committee is unable to reach a

! sottisment, the dispute shall be submitted to the Pool Board for i

settlement.

I [

Section 2. Pool Board Approval. Any action by the POOL 4

i requiring Board approval shall ,be presented at' a joint Board l

Heating of the Members and . such action must be adopted by an affirmative vote of a majority of all of the directors as defined under Article II - Definitions.

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_ _ . . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ . _ _ _ _ . _ _ _ _ _ _ . . _ _ _ __ _ _ _ ______ ____.._. _ _. _J

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-7 Section 3. Board Meetints. The combined Board of Directors

! of the. !! embers shal'1 meet at least quarterly for regular meetings .

t on the second business day of the months of February, May, August l and November to take action upon such business as may be necessary l r

I or appropriate for POOL consideration. Special meetings of the Fool Board may be called by any of the following: the Chairman of

! the Pool Board, the President of SOYLAND or the President of WIPCO.

The Pool Board Secretary shall give at least ten days ' written ,

y notice to SOYLAND and WIPCO who will then notify its respective . r I i i Directors. i I j Section 4 Con:mittee s . To administer, coordinate, carry out  ;

li  ;

the intent of this Agreement and to assist the Hanagement Cocasittee j and the Boards in implementation of this Agreement, various [

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• i i consnittees (in addition to the Management Comunittee) ,*s hall be  !

i appointed. They shall be as follows: the Power Supply Conunittee, l l

l ** the Audit Conunittee , and the Operating and Engineering Planning  !

I I

Committee and such other conunittees as created by thi* Pool Board. i Section 5. Power Supp1v Cocanittee. The existing Power Supply Conunittee of 50YLAND and of WIPCO shall serve as a Joint Powpr Supply Comunittee for the Pool. The Joint Power Supply Committee shall be composed of eight directors from Scyland and seven directors from WIPCO apd said Committee shall be responsible for j advising the Management committee on all matters pertaining to this Agreement, and the operation of the combined power supply system.

The Power Supply Comunittee shall meet as often as necessary, but at least once quarterly. The Power Supply Comunittee shall j l

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) review at its mid-year meeting the annual plan submitted by the

Management Conunittee. ,

i . l l 'Section 6. Audit Coussittee. The Parties shall each appoint j one representative to serve on the Audit Comunittee which shall have l

! the duties and responsibilities set forth below: -

l A. The Connaittee shall meet at least once

! each month and shall' confirm that the .

, costs outlined herein are proper and l

correct, and if requested by either party, l i certify that they are so by copies of i invoices, affidavits, or such other i

information to establish beyond reasonable l

doubt that costs are properly ac' counted .

for and inclusive.  !

1 B. The Conunittee shall also audit invoices or bills from other parties including j auditing the books and records of others.

i .

C. A dispute between Members of the Audit i Consnittee shall be settled by the Pool Board. .

Section 7.

Operating and Engineering Planning Committee. The

! Parties each shall appoint two representatives to' serve on the 1

Operating and Engineering Planning Coaunittee which shall have the general duties and responsibilities to assure that Existing and' l Additional Generation and Transmission Facilities installed

) hereunder are in the best interests of the POOL set forth below, subject .to review by the Management Committee.

I l A. The Connaittee shall be responsible for l l

advising the Management Coaunittee as to

! performing or carrying out' the terms and conditions of this Agreement as they '

pertain to the day-to-day operation of the

! P00L.

5. The Comunittee shall be responsible for the ,

i all system loads, load i l

reportin!ng,of forecast and for dispatching of l capacity and energy and for transmission i

system operation.

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C. The . Conunittee shall be responsible for 4 advising the Management Committec upon

acceptance into service of all~

construction projects. j l D. The Comittee shall be fully informed as to the operating standards set forth in ,

all POOL agreements to which the Parties shall subscribe, and shall have the  ;

responsibility to maintain within the POOL  !

i conditions compatible with such  !

. requirements as may be set forth therein.  ;

i l ,

E. The Committee shall be responsible for - l joint system planning of the Transmission  !

and Generation Facilities and for the  !

engineering criteria for the acceptance of i same as a part of the POOL. -

i.

l T. The Comittee annually shall prepara a (

4 long-range plan to meet recuirements of L I

the POOL, which plan shal'L include a  ;

proposed in-service date or effective date .  !

for each item or transaction reconunended.  ;

1 This plan shall be submitted to the  !

Management Cocunittee by July 1st of each  !

year. j G. The Committee shall be responsible for k

necessary studies to ' determine future ,

i requirements of the Parties and, upon  !

approval of the Management Committee, may  ;

retain outside consultants for such i

- purposes. The costs of such studies shall j be shared by the parties as mutually  !

agreed. ,

H. The Committee shall prepara and keep  !

i current all load and capacity tables for i

! the Management Committee for capacity - i

! purchases, sales, etc., as may be [

, necessary to meet the requirements of the

! POOL.

I f I. The Committee shall perform such other  !

, duties as provided for in this Agreement  !

or as may be assigned to it by the i i Management Comittee. -

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i.  :. .

i ARTICLE IV DELIVERY OF POWER BY MEMBERS TO SOYLAND/WIPCO j Section 1. Deliverv of Power. Each POOL Member sh'all deliver t

or cause to be delivered to the POOL and the POOL shall receive or cause to be received under the terms and conditions hereinafter sec j forth, the entira electrical output from any and all generating units, from Participation Agreements, contract purchasers, and l electrical output from. any other source, for the sale, use, and benefit of the POOL and Members (exclusive of power and energy required for station service). in such manner and in such amounts, from time to time as the POOL shall specify and schedules provided

! that the POOL shall not schedule energy from any such unit at a i i rate: (a) ' greater than the safe generating capacity of sucli units or (b) less than that required for stable operation of such unit.

I Except in case of an emergency, Members shall at all times cause 2

l aa'ch unit in said generating facilitisi to be maintained in such a

! state of raa'diness or in such other state or condition as shall be l

specified by the POOL.

r l Section 2. Character of Service and Deliverv Poin t s..

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j Electric energy from the Existing Generating Facilities, if any, I

shall be delivered or caused to be delivered by each Member to the l

l as POOL three-phase, alternating current at a frequency of approximately sixty hertz at such voltages and points as are  !

specified in Exhibit 3 as existing points of delivery. Said points may be deleted and additional points may be added, as required, to l said Exhibit 3.  !

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1 ARTICLE V

, 1 FURNISHING OF POWER AND ENERCY BY THE POOL Section 1. Furnishing of Pouer and Enerzy. The POOL shall

) furnish or cause to be furnished to each Member, and each Member shall receive or cause to be received from the POOL, all power and i energy which each Member shall require in accordance with the terms ,

l hereof. i 1

i Section 2. Utilization of POOL Resources and Transmission i Canacity. The POOL shall reserve all POOL Generating Properties, i .

power supply contracts, and POOL transmission capacity in their i entirety for the securing of power and energy for, and the l

furnishing of power to, the Members. All personnel of WIPCO and j l Soyland, excluding only those personnel associated with design,  !

2 operation and maintenance of distribution . facilities, shall be made  ;

i j available and utilized' by the Pool at the direction of the  !

Management Countittee. The FOOL shall have the right to use the

Transmission Facilities of the Members for the purpose of l '

. utilization of its resources. f l' ARTICLE VI .

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! AVAILABILITY OF TRANSMISSION CAPACITY  !

! , I

. Section 1. Availability of Capacity of Transmission  !

Fscilities. Each Member shall make available to the P0OL, on the i i; i

! terms and conditions hereinafter set forth, the entire capacity of i i  :

! the Existing Transmission Facilities, and any Additional j Transmission Facilities. .

f 1 .

Section 2. Connections. The FOOL shall have the right at any l

. t time and from time to time to make, or cause to be made, any l

l

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connection between the Existing or Additional Transmission i

Facilities and any other facilities. ,

ARTICLE VII l OPERATION AND MAINTENANCE

! Section 1. Routine Operation and Maintenance of Member l Facilities. Each Member shall operate, inspect, and maintain, and make any and all routine necessary repairs and replacements on the

! Existing Generation and Transmission Facilities, the Additional

) Generation and Transmission Facilitics (1) in accordance with all applicable laws and with standards and specifications at least

, equal to those provided by the National Electric Safety Code published by the United States Department of Comerce , National Bureau of Standards: (ii) in conformity with established and acceptable electrical utility practices in the areas and (iii) in f the most economical manner consistent with the aforesaid laws and standards. Without limiting the generality of the foregoing, each i

Hember shall (i) make all repairs and replacements with materials l of quality and specifications and at a standard of workmanship at least equal to those used in the construction of the aforesaid f

! facilities: (ii) perfom routine generating plant inspection and

! line patrols and properly perfom any necessary maintenance,

, repair, and replacements: and (iii) carry out the purchase of i

materials, supplies and services in the most economical manner.

Any repair, replacement, or maintenance cost on Existing Generation ,

and Transmission Facilities owned.or controlled by 'the 700L other than routine must be approved by the POOL.  !

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ARTICLE VIII l

CONSTRUCTION OF ADDITIONAL FACILITIES '

Section 1. Ownershio of Facilities. SOYD.ND and WIPCO shall ,

i each retain their present ownership of generation facilities, transmission lines, substations and equipment and all other

i property owned by each Party until the merger is completed as .

i ,

provided in Article III of this Agreement. In cases where future  !

' l undivided joint ownership of facilitics is advantageous to the  !

Pool, such undivided joint ownership interests shall be mutually  ;

agreed upon prior to installation of said facilities or equipment l l

and such undivided ownership shall be appropriately documented. l

. 1 i Section 2. Determination of Construction and Ownershio. j

{

1 Determination of construction, ownership and operation of all  !

1 ' i l Additional Generation Facilities and all Additional Transt:ission  !

i Facilities shall be subject to Pool Board approval.  !

Section 3. Construction of Additional Facilities by a Member.  !

, r From time to time it may be desirable for a Member *of the POOL to j

~

be the owner of Additional Generating Facilities, Additional' f Transmission Facilities, or to contract for additional power j i

i f

supply. Such determination and approval shall be subject to POOL.

i Board approval, subject to the following codditions:  !

i l A. Determination of ownership of Additional  !

l Facilities or contract for additional  !

l power supply shall be determined by the  !

700L Board, based upon the best interests l of the POOL and its Members.  !

3. The entire cost , associated with the  :

additional facilities or contract for power supply shall be the obligation of  :

the POOL. ,

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~14-j Section 4. Construction by Members. If loan funds are obtained for the construction of additional facilities by a POOL Member, said Member shall, subject to the conditions of the loan agreement, construct the additional facilities or additional power supply involved in accordance with the terms of this Agreement, or the requirements of the approvals provided that except as otherwise ,

determined by the POOL: -

A. The plans and specifications in respect of '

any such construction shall be subgeet to l approval by the POOL Board.

B. The POOL Member shall enter into no  !

contract with respect to such construction ,

without prior written POOL Board approval.  !

, ARTICLE IX

. 1 CHARGES AND CREDITS Section 1. Operation of the POOL. Beginning on January 1, l l

1985, SOYLAND and WIPCO shall combine their power supply costs,  ;

. . i based upon REA proper accounting methods and procedures, combining l l cost of purchased power, power production costs, wheeling expenses, . i

~

costs paid to other parties including . production and transmission costs, all transmission costs, administrative and general costs, l

6 and all other proper system costs on a monthly basis for purposes  ;

e

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of determining total power costs of the POOL. These power supply  !

costs shall include all costs related to power supply billed by others and incurred by the Parties. .

l Section 2. Records. The Parties shall keep complete cost records to substantiate all of its. costs and expenses of facilities , l i

owned by each and other proper expe'nditures pursuant to this  ;

i Agreement, and said records shall be available for an inspection by ,

i i ,

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

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.': r t l

i the duly authorized representatives of each Party at all ressenable j

. f. . : . .11 expenses and costs shall be prudent, proper, reasonable j

and in keeping with good utility practices and are subject to l i

review by either Party.  !

Section 3. Division of Costs Between Parties. The combined costs of the Parties shall be divided into Fixed Costs and Variable~

l l

Costs. Fixed Costs shall be allocated to SOYLAND and to WIPCO {

based on 50YLAND's contribution to and WIPCO's contribution to the f i

maximum one-hour coincidental demand of .the POOL on a summer and i i  !

winter basis as mutually agreed upon by the Parties. Each Party }

< i shall pay its share of these Fixed Costs as so determined until  !

J coczsercial operation of the Clinton Power Station. Variable Costs shall be allocated to SOYLAND and to WIPCO on the basis of actual kilouatt-hours sold. .

The division of costs as determined above shall be effective from January 1, 1985, until Clinton Power Station becomes commercial, even though the two Cooperatives be merged by July 1,

~

1986. l Other revenues shall be allocated to the Parties in the same

manner as above outlined. i l

Section 4 Combining of Costs. Combining of costs to the  !

PCOL and charges thereto shall be as outlined on Schedules 1 and 2 attached hereto and made a part hereof. l l

Section 5. Payment of Costs and Expenses. SOYLAND and WIPCO  !

i vill each pay its costs and expenses as incurred directly which

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j shall include all production costs, including ownership,  !

1 transmission costs, including ownership, and administrative and j l'

. .~. *.

general costs, and any other expenses chargeable directly to it.

ownership costs sha11 include depreciation, interest and taxes.

Billings from other Parties , such as IP and CIPS, shall be billed to 50YLAND/WIPCO, c/o Soyland Power Cooperative, Inc., Post Office Box A1606, Decatur, Illinois 62525, and SOYLAND shall pay these expenses insofar as funds are available. Other revenues shall be paid to SOYLAND/WIPCO in care of the above address.

At the and of each accounting month, total power costs in accordance with Schedule 2, shall be determined and the Party owing the difference shall make payment to the other Party as provided 5.n Article X.

Any delay in making said payment shall accrue interest at the rate charged by NRUCFC for its then line-of-credit loans until paid fron the data said payment wais due.

In the event advance of funds are requir'ed each Party will advance equal amounts as adjusted by 'the principles of Section 3 hereof. If such advances are not equal as above adjusted, the Party making an e= cess advance shall be entitled to interest frem.

the date of said advance on said excess at the rate of interest

above set forth.

Section 6. Fuel and Working Capital Funds. Advances for fuel to other parties and working capital advances to other parties shall be advanced by SOYLAND and WIPCO from cash balances of each as required in proportion to SOYLAND's and WIPCO's power cost j responsibilities as determined in accordance with the principles of  !

l Section 3 hereof.

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,' _17 Section 7. Contribution of Funds By Parties. SOYLAND and WIPCO agree that it is desirable to reduce future debt requireme:nts related to Clinton. In order to do so, the Parties will generate cash from their Members by additions to their power costs in an scount equal to Eighty Million Dollars ($80,000,000) of which WIPCO l shall obtain Thirty-Eight Million Dollars ($38,000,000) and SOYLAND will obtain Forty-Two Million Dollars ($42,000,000). The proportionate responsibility of the Parties for said funds is based i

l upon their current proportion of ownership in Clinton and shall be

' adjusted if said ownership proportions change. The contribution shall be returned to the Members of the POOL over an appropriate period of years by reduction in power costs as shown by' Exhibit 4.

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Such annual sums shall not be less than those showri by Exhibit 4.

ARTICLE X ACCOUNTING AND PAWH21T t Section 1. Billing Azent. The POOL Board shall designate a  !

I i

Member as Accounting and Billing Agent. The duties of the Billing  !

Agent shall include, but not be limited to, maintaining the records of the POOL and billing, paying and/or crediting the Members of the l

POOL. -

I Section 2. Records. Each Member shall maintain, or cause to I be maintained, accurate records, in such form and manner as may be prescribed or approved by the POOL and REA of (a) the respective j components of the Annual Costs and matters relating thereto, (b) monthly costs related to Monthly Reimbursement, and (c) such other  ;

i matters as shall be prescribed by the POOL. {

5 I

Section 3. Monthlv Accounting Stacements. On or before the 20th day of each month, !! ember shall prepare and submit to the POOL an accounting statement, in form prescribed or approved by the POOL, covering the preceding month and setting forth in necessary l detail the charges (hereinafter called " Monthly Charges"), payable to the Member. , l Section 4 Monthly Payments. On or before the last working j

, day of each month (a) Member shall pay the POOL the amount above  !

determined, and (b) the POOL shall pay Member the amount of any difference, if the Monthly Reimbursement exceeds the Monthly l Charges.

i Any payment made pursuant to the foregoing shall not l

constitute a vaiver of the right of any tiember or the POOL to question 'dr contest the correctness of the charge by the POOL or

! Member, but no payment by the Member or Members or the POOL shall [

be delayed due to a question or contes't as to the correctness of any charge by the POOL or Members.

j ARTICLE XI (i INSURANCE -- INDDINIFICATION ,

S'ection 1. Insurance for Generating Stations. The Parties f will carry in the name of SOYLAND and WIPCO as their interest now f or hereinaf ter exist, insurance to provide appropriate protection f r

for SOYIAND and WIPCO from the usual hazards as owners and  ;

operators of generation facilities. The said insurance shall include, but may not be limited 3:o, comprehensive ' general public {;

liability, fire, extended coverage, and vandalism, as are now owned j r i l and operated pursuant to this Agreement and if available on l l

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,g .

19 reasonsble terms, ,

all-risk insurance coverage on breakdown of generating station facilities, all with such repair and replacement and extra expense endorsements, and with such limits, deductibles and other features, when available as the Parties shall agree upon i

through the Management Consnittee.

Section 2. Insurance for Transmission Properties. SOYLAND and WIPCO shall individually procure such insurance as is customary  ;

and necessary in the industry ~ respecting transmission and }

. r substation properties, when said transmission or substation l r

properties are constructed, operated and/or maintained pursuant to  :

t this Agreement, including, but not limited to, comprehensive [

General Public Liability and such other insurance in such amounts [

I and with such deductibles and other features as 'may be determined by the Management Committee. l l Section 3. Other Insurance. The Parties will carry in t le l name ' of SOTLAND and VIPCO, as their interests now or hereafter exist, all other necessary insurance covering Ewnership and

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operations pursuant to this Agreement in such amounts and with such deductibles and other features as may be determined from time to time by the Management Connaittee. . i Section 4 WIPCO Liability to SO*fLAND. Except for fraudulent j l uisconduct or willful action of VIPCO, and except to the er. tent (

- 1 l -

such liability is discharged or indemnified against by insurance. l l

WIPCO and its directors, officers, agents, or employees shall have l l

no liability to SOYLAND for any liability, loss, cost, damage, and j I

expense, including attorney fees and expenses of litigation incurred or sustained by SOYLAND as a result of any act or failure i

l i

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to act, whether negligent or otherwise, by WIPCO (or its directors, officers, agents, employees, or contractors), or any error or delay whether negligent or otherwise attributable to WIPCO (or its directors, officers, agents, employees, or contractors) in the course of work pursuant to this contract and in the course of any other activity under or in connection with the provisions of this Agreement.

Section 5. SOYLAND Liability to WIPCO. Except for fraudulent misconduct or willful action of SOYLAND, and except to the extent such liability is discharged or indemnifie'd against by insurance, SOYLAND and its directors, officers, agents, or employees shall have no liability, to WIPCO for any liability loss, cost, damage, l

j- and expense, including attorneys fees and ' expenses of litigation incurred or sustained by WIPCO as a result of any act or failure to  ;

act whether negligent or otherwise by SOYLAND (or its directors, ,

officers, agents, employees, or contractors), or any error or delay I 1

whether negligent or otherwise attributable to SOYLAND (or its j directors, officers, agents, employees, or contractors) in the  ;

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course of work pursuant to this contract and in the course of any }

j other activity under or in connection with the provisions of this Agreement.

Section 6. Indemnification of the Parties. Nothing in this i

Agreement shall be construed to create joint or several lichility of a Party for the acts, omissions, or obligations of the other f t

Party. Subject to the foregoing, .the Party shall have such rights P of indemnity and contribution between themselves with respect to [

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the subject of this Agreement as shall be permitted by law and cens.3:.a:.c with clie provisions of the Agreement.

-Other provisions in this Agreement notwithstanding, this Agreement shall not be construed as relieving WIPCO or SOYLAND from 14 k414 ey to the other Party for any willful action or fraudulent misconduct of WIPCO or SOYLAND or any act. ion of WIPCO or SOYLAND taken in bad faith which prejudices the other Party for the benefit of itself.

Section 7. Liability. Except as otherwise expressly provided for in this Agreement, the liability of one Party to the other for -

any breach of this Agreement or default, the recbverable damages

shall be limited to the actual direct damages suffered by the Party so damaged and shall not 'nclude i exemplary, punitive or remote damages.

j In the event either Party to this Agreement breaches or creates a default in agreements with third parties and the parties thereto, which breach or default results in the termination of said i

agreements or any of them with third parties, the Party hereto i

breaching such agreements or defaulting shall be liable to the other Party hereto for any and all damages resulting therefrom to said other Party, said damages shall not be limited by the provisions of the preceding paragraph. '

Section 8. Default. " Default" means the failure of any Party l

to perform its duties, obligations and responsibilities under this Agreement. The Parties recognize that a default may jeopardize the ,

investment of the other Party made pursuant to the Parties agreements with third. parties, and deprive said Party of the '

b

pooling benefits of power. with other parties, including the defaulting Party and that the consequences of a default would be substantial.

l The remedics for default provided herein are and shall be in f

addition to all other remedies at law or equity for the nondefaulting Party.  !

If the default consists in nonpayment of a Party's share of costs or failure to provide the service obligated, then the nondefaulting Party may pay said costs or provide the service and the defaul' ting Party shall be obligated to reimburse said Party for the money paid or costs of service plus interest at 5% above the then commercial prime rate as charged by the The First National

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Bank of Chicago. Further, until paid the sum due shall constitute i

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a lien upon any real estate owned by the defaulting Party.  !

ARTICLE XII I 1ERGER Section 1. Agreement to Marne. The parties hereto agree to i

merge t.he two corporations. Said merger to be effective on July 1, i

1986, unless extendad by mutual agreement. ~

The merger shall be accomplished pursuant to the Illinois i Not-for-Profit Act, as amended (Chapter 32, Par. 163(a) ct. seq. t Illinois Revised Statutes). i'

\

The parties shall adopt a plan of merger and submit the same  !

to their respective members all as provided by statute.

Section 2. Provisions of Meraer Agreement. The plan of merger shall in addition to other provisions as required by the  !

statute and such other terms and conditions as may be mutually  ;

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i .

l agreed upon will contain in suitable language the following conditions which will be binding upon the Parties after the merger is effective.

1. The Board of Directors of the surviving corporation shall consist of two directors from each Member of the corporation having voting rights. At least one of the said two directors shall t

be a director of the Member.  ;

2. The rates charged to each Member of 'he t merged cooperative shall be ' determined as provided in Section 3, Article  !

IX of the Coordination and Operation Agreemeht between the parties j dated July 24 , 1984, except that upon commercial operation  !

I of the Clinton Power Station, the fixed costs and variable costs  !

i for the former WIPCO Hembers shall be, increased by the following i percentages for the years given, with the former Soyland Macbers l

paying the balance: j

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YEAR PERCENTAGE f i

1987 and 1988 8 [

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1989 and 1990 7 [

1991 6 , i t

1992 5 1993 4 i

1994 3 1995 2 l

1996 1 i 1997 and thereafter . 0 [

The above assumes that the Clinton Power Station is placed in .

cot:mercial operation in .Tanuary of 1987. However, if it is not,  !

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the time periods covering percentages above beginning with 1987 ar.d 1988 shall be adjusted to commence on the first of that month'in  ;

which Clinton becomes commercial. .

3.

Continuation of Terms of Coordination and Operation Agreement. The provisions of Article IX, Section 7 of the Coordination and Operation Agreement between the parties dated Juiv 24, 1984, will continue in force and effect after the merger. ,

ARTICLE XIII GENERAL PROVISIONS Section 1. Right of Installation and Access.

! A. Each Party hereto grants to the other

. permission to install, maintain, and operate, or cause to be installed, maintained, and operated, on its premises.

any and all terminal equipment and l associated apparatus and devices necessary 4

in the performmnce of this Agreement.

B. Each Member shall permit duly authorized representatives and employees of the TOOL j to enter upon its premises for the purpose

_ of reading or checking meters, inspecting, testing, repairing, renewing, or exchanging any or all of the equipment i

owned by the POOL located on such - '

premises, or for the purpose of performing any other work necessary in the perfornance of this Agreement.

I

Section 2. Right cf Remeval. Any and all equipment, l '

apparatus, devices, or facilities placed or installed or caused to 1

i be placed or installed, by either Party hereto on or in the l premises of the other Party shall be and remain the property of the Party owning and installing such equipment, apparatus, devices, or facilities, regardless of the mode or manner of annexation or

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attachment to real property of the other, and, upon the termination of this Agreement, the owner thereof shall have the right to enter upon the premises of the other and shall, within a reasonable time,  !

renove such equipment, apparatus, devices or facilities. t Section 3. Reliability and Adequacy of Service. Electric service rendered under this Agreement shall meet accepted standards -

l of reliability and adequacy. If questions arise concerning the quality of service, factual data shall be obtained with respect to l the character of such service and appropriate corrective or l remedial action shall be promptly taken by the Party at fault. j Section 4 Continuity of Deliveries. ' Electric power and j i

energy delivered, and transmission . capacity made available under l this Agreement, shall be furnished continuously and/or as scheduled except for interruptions or curtailments in service caused by an l

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Uncontrollable Force, or by operation. of devices installed for l system protection, or by the necessary installation,' maintenance, f

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repair, and replacement of equipment. Such interruptions or  !

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reductions in service, as hereinbefore set forth, shall not ,

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constitute a breach of this Agreement, and neither Party shall be i liable to the other for damages resulting therefrom. Except in l>

case of an emergency, each Party shall give the other reasonable j advance notice of temporary ir.terruptions or curtailments  !.n I

service necessary for such installation, maintenance, repair, and I replacement of equipment, and shall schedule such interruptions or j i

l curtailments so as to cause the least inconvenience to the Parties -

i 1  !

hereto.

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It is understood and agreed that Members shall not l

, schedule such installation, maintenance, repairs, or replacement in respect  !

M . .

of any of the Combined Generating Facilities or Combined Transmission Facilities without the approval of the POOL. -

Section 5.

Reports. Each Party hereto shall furnish to the other such reports concerning its operations as the other Party may reasonably request from time to time, and 11 embers shall in any i

event submit to the POOL such records, reports, and information in respect of the Combined Generating Facilities, Combined Transmission Facilities, and other costs, as the POOL may, from time to time, reasonably request.

Section 6. Audit. Throughout the term of this' Agreement, each of the Parties hereto shall cause an annual audit of its operations covering its audit year, to be made by a Certified Public Accountant. The Members' audic shall include such information as shall be prescribed by the POOL. A duly certified copy of such audit shall-be furnished to the other Party within a reasonable period after the and of each audit year.-

l Section 7. Assignment. Neither Party shall assign this Agreement'or any interest therein, except to the United States. of

! America, without the approval in writing of the other Party, and of I

the Administrator of REA.

Section S. Amendment. Subject to the approval of the  !

Administrater of the Rural Electrification Administration and any f regulatory authority or body which may have jurisdiction thereof, i

this Agreement may be amended from time to time by agreement in j writing duly executed by the Parties hereto. In ' the event any f

provision of this Agreement is determined to be invalid or in  !

. conflict with any law or any regulation or order of any regulatory I,

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k

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i agency having jurisdiction, the Parties hereto will attempt by  !

l mutual written agreement to amend this Agreement, which amendment l l

vill eliminate such invalidity or conflict.  !

Section 9. Governing Law. The validity, interpretation, and

rf:=:::: ef this Agreement and each of its provisions shall be l i

governed by the law of the State of Illinois, j c

Section 10. Counterparts. Any number of counterparts cf this Agreement may be executed and each shall have the same force and .

l effect as the original. -

l l ,

Section 11. Understanding. This Agreement shall constitute l

the entire understanding of the Parties.

Section,12. Mutual Assistance. Each Party shali assist each of the other Parties in fulfilling and discharging the responsibilities assumed under this Agreement and in making this  !

Agreement productive and beneficial t.o . t h e stated intent. This  !

undertaking of mutual assistance shall be limited only by any j cbligations of a particular Party which, in the judgment of that I l

Party, . linit the assistance which it may provide. This general task of mutual assistance shall not be deemed to replace or modify i in any respect the specific responsibilities and obligations of the

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Parties as described in this Agreement.

-Section 13. Section Easdings Not to Affect Meaning. The .

1 - t l descriptive headings of the various Sections of this Agreement have l been inserted for convenience of reference only, and shall in no way modify or restrict any of the terms and provisions thereof.

Section 14 Relationship of Parties. Nothing in this Agreement shall be construed to create an association,. joint ,

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i venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability for either of the Parties.

Neither Party shall be the agent of or have a right crr power to bind the other Party without its express written consent, except as expressly provided in this Agreement. (The Parties hereby elect to '

be excluded from the application of Subchapter K of Chapter 1 of '

Subtitle A of the Internal Revenue Code of 1954, as amended from time to time, or such portions thereof as may be permitted or j authorized by the Secretary of the Treasury or his delegee insofar  !

i as such Subchapter, or any portion thereof may be applicable to the i Parties under this Agreement).  !

ARTICLE XIV l l

EFFECTIVE DATE, TER11, AND CONTINGENCIES  !

I Section 1. Aperoval by REA. This Agreement shall not become ,

effective unless and until it shall' have been approved by the Administrator of REA. -

Secrion 2. Term of Agreement. Subject to Section 1 of this

-j Article, this Agreement shall become effective for the term I

beginning as of January 1,1985 and ending at midnight December 31, ,

2025, unless extended- by mutual agreement of the Parties.- -- ~ i Section 3. Operative Date, -The delivery of power and energy  !

l i l by Members and the POOL, pursuant to this Agreement, shall begin on l t

the " Operative Date" hereof, which shall he January 1, 1985, or as i

mutually agreed. I i

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Section 4 Remedies of Parties. Except - as otherwise specifially provided, nothing contained in this Agreement shall be

construed to abridge, limit, or deprive any of the Parties hereto i j

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of any means of enf.orcing any remedy which it might otherwise have, either at law or in equity, including the right, if any, of injunction and specific performance, for the breach of any of the provisions hereof.

Section 5. Waivers. Waiver at any time of rights with respect to a default or any other matter arising in connection with this Agreement shall not be deemed to be a waiver with respect to any subsequent default or matter.

l Section 6. Notice. Any payment, written notice, demand or request required or authorized under this Agreement shall be deemed properly given to or served on Members if mailed to:

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l WIPCO Executive Vice President and General Manager .

Western Illinois Pdwer .

Cooperative, Inc.

Highway 67 South Pose Office Box 609 Jacksonville, Illinois 62651 SOTLAND Executive Vice President and General Manager Soyland Power Cooperative, Inc.

Post Office Bor A1606 Decatur, Illinois 62525 -

l Any such payment, notice, demand or request shall be deemed l properly given to or served the POOL if railed to:

SOYLAND/WIPCO  ;

Post Office Box AI606 Decatur, Illinois 62525 i

The designation of the persons to be notified, or the addresses of

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such persons, may be changed at any time upon written notice of the other Parties.

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Section 7. Good Utility Practices. The Parties shall discharge any and all obligations under this Agreement in a prudent i manner and in accordance with good utility practices. l i

Section 8. Conflict With Memorandum of Understanding.. To the  !

extent that any'of the provisions of this Agreement conflict with the Memorandum of Understanding dated February 15, 1984, between the Parties, this Agreement shall supersede said Memorandum of Understanding. . l' IN WITNESS UllEREOF, the Parties hereto have. executed this Agreement in several counterparts all of which are duplicate j i

originals as of the day and year first above written.  ;

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- SOYLAND POWER COOPERATIVE, INC.

I Q (1 l By IM h '

l Attest:  !

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} p j .j YrA N

' Ak1 .

Seal .

WESTERN ILLINOIS POWER (

COOPERATIVE, INC. j s

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) / I d / ~ (/*

I f  :- i ny { h g_ s t J f$ Ut .o-l l

I Attest:' f

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EX:!IDIT 1-A

'EXISTI!:C CENERATIO' FACILITIES I

WESTERN ILLINOIS POWER COOPERATIVE, INC. .

l f

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PEARL I f

I Unit I j 1 - 24 Hu (net) coal-fired steam unit 1 - 22 Mwa, 13.8/69 KV step-up transformer .

Unit II .

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1 - 24 Mw (net) oil-fired, internal combustion unit i

1 - 15 Mya, 13.8/69 Kv step-up transformer '

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. i,

. Switching Station 1 - 6 bay, 69 Kv with main and transfer bus 3 - 69 Kv line oil circuit breakers f 2 - 69 KV generator oil circuit breakers {

q 1 - A9 Kv station service oil circuit breaker [

1 - 2 Mva, 69/2.4 Kv station service transformer * '

i 4 j

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PITTSFIET.D t i

Generators . .

i 5 - 9.48 Mw (net) internal combustion, dual fuel, oil-fired units  !

2 - 5 Mva, 4.16/33 Kv. step-up transformers **

i Switching Station - 34.5 Kv i j 1 - 6 bay, 34.5 KV with main and transfer bus .

! 2 - 34.5 Kv line oil circuit breakers I 2 - 34.5 Ky generator oil circuto breakers 2 - 34.5 Kv bus tie oil circuit breakers l

, i Switching Station - 69 Ev $

f 1 - 3 bay, main bus 2 - 69 Ev line oil circuit breakers 1 - 69/34.5 Ky transformer oil circuit breaker

1 - Rank of 6 - 1000 Kva f6 Mwa) 69/34.5 Kv stepdown transformer  !;

(

WINCHESTER  !

Generators i 5 - 3.2 Mw (net) internal combustion, dual fuel, oil-fired units 1 - Bank of 3 - 500 Kva-(1.5 Mva) 4.16/34.5 Ky step-up transformer l

1 - Bank of 3 - 667 Eva (2.0 Mwa) 4.16/34.5 Ky step-up transformer j i

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Switching Station - 34.5 Kv 1 - 7 bay, 34.5'Kv main bus 3 - 34.5 Ky line oil circuit breakera

~ 1 - 34.5 Kv transformer oil circuit breaker -

Switchina Station - 69 Kv i i

1 - 5 bay, main and transfer bua 2 - 69 Kv line oil circuit breakers I 1 - 69 Ky bus tie oil circuit breaker ,

1 - 69 Ky station tie oil circuit breaker (to 138 Ky sub)  !

1 - 69/34.5 Kv, 10 Mwa transformer l Switching Station - 138 Kv_

1 - 2 bay, main bus f 1 - 138 Ky circuit switcher  ;

1 - 138/69 Kv, 30 Mva transformer

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EXHIBIT l-B j i

EXISTING GENERATING FACILITIES -

SOYLAND POWER COOPERATIVE, INC.

t i

i Soyland presently has no generating or related facilitieu  ;

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j EXHIBIT 2-A EXISTING TRANSHISSIO:; FACILITIES WESTERN ILLINOIS POWER COOPERATIVE, INC. ,

l Trrnsaf ssion Lines Section Name Conductor Length in Miles 138 Rv Jccksonville-Winchester 795 45/7 AC5R 19.00 Turris Tap 336.4 26/7 ACSR 0.84

. Subtotal 19.84

, 69 Kv Pacri Tap 4/0 ACSR . 2.00 Winchester-Smith Junction . 3/0 ACSR 10.77 Winchester-Murrayville Junction 4/0 ACSR 8.40

, Murrayv111e Junction-Jacksonville Tap 3/0 ACSR 10.85 Jccksonvile Tap-Pisgah Junction 4/0 ACSR 3.54 R.rlin-Amos 4/0 ACSR 19.78 P=rl Tap-Smith Junction

• 4/0 ACSR 8.68 Pearl-Pearl Tap 4/0 ACSR- 0.57 Fxrl-Kampsv111e 4/0 ACSR 9.42 Amos-Athens Junction 336.4 26/7 ACSR 8 80 Athens Junction-Barclay 4/0 ACSR 11.48 Athens Tap 336.4 26/7 ACSR 4.50 Amos-Clenara 4/0 ACSR 16.70 Amos-CUL&P Amos 336.4 26.7 ACSR 0.10 Pittsfield-El Dara 4/0 ACSR 9 06 Pittsfield-Smith Junction 3/0 ACSR 12.77 14.63

!

• Pisgah Junction-Berlin 4/0 ACSR 1 Figgah Tap .

3/0 ACSR 1.16

El Dara-Hadley Junction 4/0 ACSR 7.26 Badley Junctioc-East Eannibal 4/0 ACSR 18.99,  :

1 Endley Junction-Kellerville 4/0 ACSR 15.31 ,

i Smith Junction-Peari 4/0 ACSR 9.55 Salisbury Tap - 4/0 ACSR 2.50 i i Esct Lanesville-Lanesville 336.4 26/7 ACSE 0.92  :

Nortoavilla Tap (1) 4/0 ACSR 7.65 5.96 El Dera-New Canton 4/0 ACSR i El Dara-Atlas 4/0 ACSE 7.63 i Barclay-Lanesville 4/0 ACSR 7.27 i Jacksonville Tap 3/0 ACSR 1.00 i 5. Murrayville Tap , 3/0 ACSR 0.60 ,

Poplar City Tap 2/0 ACSR ,

6.52 ,

Topeka Tap 4/0 ACSR 0.10  ;

l 4.94 1 Butuood Tap 4/0 ACSR ,

Ipava-Smithfield Junction 2 FCWC 8.38 l

Smithfield Junction-St. David 2 PCWC 14.30 l Smithfield Junction-Smithfisld 2 PCWC 1.40 l Smithfield-Ellisville Junction 2 PCUC 8.96 l

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Conductor Length in Miles

. , Section Name ,

69 Ev (cont.)

2.40 i Ellisville Tap 2 FCWC Ellisville Junction-DeLong 4/0 ACSR 17.27 4/0 ACSR 9.70 Elveston-Powellton ~

14.23 Elv:ston-Sutter 4/O ACSR 1,aPrairie' Tap 2 FCWC 0.50 l

LaPrairie-Big Neck 4/0 ACSR 12.89 Bishop Tap 4/0 ACSR 0.10 Newbern Tap 4/0 ACSR 0.90 Oakford Tap 4/0 ACSR 7.52 Middletown Tap 4/0 ACSR 10.34 4/0 ACSR. 6.47

' DeLong-Enoxville 6.40 Hardin Tap . 4/0 ACSR 4/0 ACSR 3.38 Tcylorville Tap 4/0 ACSR 8.52 Denver Tap Brussels Tap 4/0 ACSR 11.80 4/0 ACSR 0.25 SuScr Grove Tap Bluff Springs Tap (1) 4/0 ACSR 2.76 Subtotal ,398.0*'

I 34.5 Kv f

Wf wh==cer-Murrayville 3/0 A1 6.88

! Murrayville Tap 3/0 ACSR 1 30 ]

Murrayville Junction-Roodhouse Junction 3/0 ACSR 7.59 l

Srcenfield Tap 3/0 ACSR

. 0.30 l 3/0 ACSR 14.05 l i

Cranfield Junction-Carrollton ,

12.10 Hillview-Winehoster #2 CU Greenfield Junction-Roodhouse Junction 3/0 ACSR .

9 40 Rampsville-Carrollton Junction 1/0 ACSR 7.70 Pittsfield-Pittsfield Junction 3/0 ACSR 3.40 .

F.ittsfield Tap 3/0 ACSR 0.50 F_ittsfield Junction-Griggsville . 3/0 ACSR 15.00  ;

i

• Criggsville-Neelyville 3/0 ACSR 10.52  !

Nealyville Tap 3/O ACSR 0.51 i Winchester-Neelyville 3/0 ACSR 15.13 l 4/0 ACSR 10 41** l Ne31yville-Arensville 0.50 1/0 ACSR l

l. Carrollton-Carrollton Junction 7 32* l' Cerrollton Junction-Eldred 4/0 ACSR Eempsville-Rampsville Junction 4/0 ACSR 0.60*

l 2 FCUC 8 80*

Marblehead-Adams 6 90*

I Burton Tap 4/0 ACSR  :

Quincy Tap 4/0 ACSR 3 80* i 31aaker Tap 4/0 ACSR 6.20* (

Palmyra Tap 4/0 ACSR 1.34* l Brighton Tap , 4/0 ACSR 1.07* l Breeds Tap 4/0 ACSR 3.79*  !

Money Bend Tap 4/0 ACSR-1.12* l Witt Tap

• 4/0 ACSR 3.04*  ;

Astoria Tap 4/0 ACSR 0.70* .f Subcotal 159.c l i

Total 577.E[

[

• Constructed 69 Ev -

(1) Anticipate in service by 12-31-06

EXHIBIT 2-3 '

EXISTING TRANSMISSION FACILITIES SOYLAND POWER COOPERATIVE, INC. -

t i

Coooerative Line Section Voltane Conductor Miles [

I Cl v Bible Grove Tap 69 Kv 1/0 ACSR 4.00 l Bible Crove arathon 69 Kv 1/0 ACSR 2.00 l Iola-Culf 69 KV 1/0 ACSR 4.30  !

Sailor SprinSs Tap (2) 69 KV 4/0 ACSR 4.30  !

}

Subtotal 69 Kv 14.60 l f

(

Clinton Boulder Tap 69 KV 4/0 ACSR 1.80 l Shattue I Tap 69 Ev 4/0 ACSR, 2.24 i Shattue I - Shattue II 69 Kv 4/0 ACSR 0.84 ,

j Mascoutah Tap -

69 KV 4/0 ACSR 5.00 t Bartelso Tap 69 Ky 4/0 ACSR 4.05  !

Beckmeyer-Keysgre .69 KV 4/0 ACSR d.42 }

l Trenton II Tap -

69 Ev -

4/0 ACSR 3.80 i l

i Subtotal 69 K+ 26.15 l

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. i i

l Calas-Moultrie Bethany - Sullivan 69 KV 4/0 ACSR. 11.40 l

{ Charleston Tap 69 KV 4/0 ACSR 0.90  !

East Charleston Tap 69 KV 4/0 ACSR .90 l FairgranSe Tap 69 Kv - 4/0 ACSR 4.30 ,

Lake Land Tap 69 Ev 4/0 ACSE 1.70 l l Mattoon Tap 69 Ky 1/0 ACSR 0.05 l Sarah Bush Tap - 69 Ev 4/0 ACSR 0.30 l

Sullivan Tap '69 Kv 1/0 ACSR 11.50 l Union Center Tap 69 Kv 1/0 ACSR 0.50 i

Bethany to Proposed Tap 69 Ky 4/0 ACSR 5 80 j

i -

f l Subtotal 69 Ev 37.35 i i

Brue,e Tap 34.5 Kv

• 1/0 ACSR 5.40  !

i I

Subtotal 34.5 Ky 5.40 l

~

. Innn stive 1.in Sectsen voltace Conductor H12cs Cnrn Belt Olympia Tap 69 KV 3/0 ACSR 6.86 Savbrook Tap 69 KV 4/0 ACSR 15.33 Deland Tap 69 KV 4/0 ACSR 8.55 Deland - Fullerton 69 KV 4/0 ACSR 8.53 Hopedale Tap 69 KV 4/0 ACSR 8.53 Cooksville Tap 69 KV 4/0 ACSR 2.83 Subtotal 69 Kv - 50.63 Kastern Woodland Tap 69'Kv 4A CWC 0.09 Fairbury Tap 69 KV 2A CWC 0.72

. Jamesburg Tap 69 Kv 2/0 ACSR 7.10 Anchor Tap 69 KV 4/0 ACSR 7.90 Cissna Park Tap 69 Kv 4/0 ACSR 2.50 Papineau Tap- 69 KV 4/0 ACSR 0.95 Subtotal 69 KV 19.26 Edent Kansas Tap 69 Kv 1/0 ACS2 4.50 Brocton Tap 69 Kv 1/0 ACSR 3.95 Ferrell Tap 69 Kv 1/0 Scranded CU 4.71 Baldwin Tap 69 Kv 1/0 ACSR 2.8E Subtotai 69 Kv 16. 0 t.

Farmers Mutual Geneseo Tap 34.5 Kv *, 1/0 ACSE

~

9.76 Cer.eano - Ladwig 34.5 Kv 4/0 ACSE 7.69 i

Subtotal 34.5 Kv 17.45 Illini Cifford Tap 69 Kv 2-3 Stranded CU 7.1 Ludlow Tap .

69 KV 2-3 Stranded CU 3.7 Ludlow - Fisher 69 Kw 2-3 Stranded, CU 7.0 Sidney Tap 69 Ky 2-3 Stranded CU 17.0 Parkvilla Tap 69 Kv 2-3 Stranded CU 12.0 Longview Tap 69 Kv 336.4 KCMIL 4.8 Carrett Tap 69 KV 336.4 KCHIL 3.0 Mahomet Tap 69 KV 336.4 XCMIL 6.0 Subtotal 69 Kv 60.60 l

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Ceperative Line Section volcane Conductor gles Illinois vallev Cak Run Tap 69 KV 4/0 ACSR 4.7 Burns Tap 69 Kv 336.4 KCMIL 4.0 Subtotal 69 Kv 8.7 Wyanet hiskilva 34.5 Kv 1/0 ACSR 10.0 Sheffield Tap 34.5 Kv , 336.4 KCMIL 5.0 Troy Grove Tap 34.5 Kv ,, 336.4 KCMIL 2.5 Granville Tap 34.5 Kv , 336.4 KCMIL 0.5 Princeton Tap

• 34.5 Kv , 336.4 KCMIL 3.1 Neponset .

34.5 KV 336.4 KCHIL 6.9

- Subcotal 34.5 Ky 28.00 McDonouah Industry Tap *

• 69 Ev 4/0 ACSR 9.69 Brainer Tap 69 KV 4/0 ACSR 14.30 Breiner - Kinston 69 KV 4/0 ACSK 10.53 Spring Lake - Nacomb 69 KV 4/0 ACSR 5.11 mi. 5.61 l 1/0 ACSR 0.50 mi.

1 Table Grove Tap 69 KV 4/0 ACSR 3.62

\

l Subcotal 69 KV 43.75 l '

1 l

Monroe Poe-Fults-Maeystown Creek 34.5 Ky

• 4/0 ACSR 25.18 Subtotal 34.5 KV 25.18 i p

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'Cwoerative Line Section voltage conductor Miles Sh,1bv Neo8s Tap 69 Kv 1/0 ACSR 9.87 Subtotal 69 Ev 9.87 Slue Mound Tap 34.5 KV 1/0 ACSR 4.99 Lakewood Tap 34.5 Ky 1/0 ACSR 4.23 Pana Tap 34.5 KV 1/0 ACSR 8.74 Taylorville Tap 34.5 Kv 1/0 ACSR 6.57 Yantisville Tap ,

34.5 Kv 1/0 ACSR 9.51_

Subcatal 34.5 KV 34.04 S*ur.nwen.u. L ayville Tap

• 138 KV 336.5 NCM 0.50 l Subtotal 138 Kv 0.50 i i

~

i * .

, Edtevood Tap 69 Ky 4/0 ACSR 5.5 i Uright's Corne~r Tap (2) 69 KV 336.5 18/1 ACSR 2.0 Subtotal 69 Kv 7.5 }

i Confidence Tap 34.5 Kv

• 336.5 18/1 ACSR 5.00 f Sefton Tap 34.5 Kv

• 336.5 18/1 ACSR 3.00 [

Sefton ap 34.5 Kv

• 336.5 18/1 ACSR 1.00 l

. Reno Tap 34.5 Kv

• 336.5 18/1 ACSR 1.75 l Focahontas Shell Fump 34.5 Ky

• 4/0 ACSR 2.50 F Wordon - Boliday Shores Kast 34.5 Kv

• 4/0 ACSR 5.75  ;

i Edwardsville Tap 34.5 Kv

• 4/0 ACSR 5.00  ;

Maryville ' Fruit (2) 34.5 Kv

• 336.518/1 ACSR 3.00 {

Eoliday Shores Kast to i

, Eoliday Shores West

• 34.5 KV 4/0 ACSR Uc 2.00  ;

i Boliday Shores West - Bethalto 34.5 Ev

• 336.518/1 ACSR 4.50 l Subtotal 34.5 KV 33.50 f

l

• s (4) l t

Cenductor temperativa Linn Section voltnen Milec

• s.

Tri-County Patoka Tap 69 Kv 4.00 Patoka - Kinmundy 69 KV 1/0 ACSR 11.75 Ashley Tap 69 Kv 4/0 ACSR 1.30 Boyleton Tap 69 Ky 4/0 ACSR 8.00 Irvington - Dix 69 Kv 4/0*ACSR 9.50 Iuka Tap 69 Ky 2/0 ACSR 5.30 Iuka - South Salem 69 Ky 4/0 ACSR 2.00

, Bonnie Tap - Bonnie Sub 69 Ky 4/0 ACSR- 12.28 Bonnie Tap - Freeman Coal 69 Ky 4/0 ACSR 0.25 Bonnie Tap - Barva 69 Ev 4/0 ACSR 3.20 ,

Bonnie Tap - Reserve 69 Ky 4/0 ACSR 4,30 >

Subtotal 69 Kv 61.86 '

t .

V'vne-White Phillipstown Tap 69 Kv 2/0 ACSR 3.00 Carmi-Crossville Tie Line 69 Kv 4/0 ACSR 4.00

, Crossville - Emma 69 KV 4/0 ACSR ,11.50 ,

Carmi 69 KV 4/0 ACSR 18.50 l Enfield - Inland Steel Coal 69 KV 4/0 ACSR 6.50 l

Inland Steel Coal - Diamond City 69 Ky 4/0 ACSR 6.60 i Diamond City - McLeansboro 69 KV 4/0 ACSR 7.4C l McLeansboro - Aden 69 Kv 1/0 ACSR 11.50 l Aden - Mill Shoals 69 Kv '

1/0 ACSR 7.80 i Mill Shoals - Boogerv111e 69.Ky 4/0 ACSR 16.00  !

, Boogerville - Albion 69 KV 4/0 ACSR 14.00 l '

Boogerv111e - Boyleston 69 KV 4/0 ACSR 13.50

. Boyleston - Wayne City 69 Ky 4/0 ACSR 16.50 j t tif Tap -

69 Ev 4/0 ACSR 3.50  !

Clay City - Rinard -

69 Ev 1/0 ACSR 10.00 l Rinard - Jefferson 69 Kv 1/0 ACSR 5.50 i

} Boogerville Jefferson Tie Line 69 Ev 4/0 ACSR 6.50 [

Jefferson Johnsonville 69 KV 1/0 ACSR 8.50

- Johnsonville - Orchardville 69 Ev 4/0 ACSR .7.40 i Wayne City - Aden Tie Line 69 KV 1/0 ACSR 9.50 [

l Ashland Pipe - Line Tap 69 Kv 1/0 ACSR 1.25 ,

Orchtrdville - Keenac Tie Line 69 KV 4/O ACSR . 7.50 ?

l Subtotsi 69 Kv 196.45 l

Bluford - Wayne City 34.5 Ev 1/0 ACSR 5.00 l Subtotal 34.5 Kv 5.00 l

l Total 138 Ky Transmission .50 miles  !

. Total 69 Kv Transmission 552.78 miles j Total 34.5 Kv Transmission 148.57 miles j Total 701.85 miles j

. . i Constructed,for 69 Ky' i 1 Not In Service -

f 2 In Service 1984  !

3 In Service 1945 -

. . 1 i

Transmission Switching Stations  :

Albion ,

1 - 69 Kv oil circuit breaker ,

f Carmi .

i 1 - 69 Ky oil circuit breaker i

l Clav City '

1 - 69 Ky oil circuit breaker  ;

P Crossville .

1 - 69 Kv oil circuit breaker i t

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EX111 BIT 3-A EXISTING POINTS OF DELIVERY

~

WESTERN ILLINOIS POWER COOPERATIVE, INC.

I. BULK POINTS Metering Delivery Cooperative Deliverv Point Substations High Side Low Side __

Voltage Adams LaPrairie laPrairie CIPS WIPC0 69 KV Big Neck WIPCO 69 Kv Marblehead (Payson) Adams CIPS WIPCO 34.5 Kv Burton WIPCO 34.5 Kv Quincy WIPCO 34.5 Kv Illinois Hardin Brussels CIPS WIPCO 69 Kv Rural Hardin WIP*O 69 Kv Menard Greenview Middletown CIPS WIPCO 69 Kv Oakford WIPCO 69 Kv Topeka Poplar City CIPS WIPCO 69 Kv Topeka WIPCO 69 Kv Spoon River Ipava Ipava CIPS WIPCO 69 Kv Semithfield WIPCO 69 Ky Knoxville Delang IP WIPCO 69 Kv

< . Ellisville VIPCO 69 Kv

~

St. David St. David CIPS WIPCO 69 Kv Western Elvaston Elvaston CIPS WIPCO 69 Kv Powellton WIPCO

• 69 Kv Sutter WIPCO 69 Kv

. I Carthage 'Carthage CIPS WIPCO 69 Kv Denver WIPCO 69 Kv '

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II. INDIVIDUAL POINTS Metering Delivery Cooperstive Delivery Point Hith Side Low Side Voltsee

~

Adams Colmar CIPS 69 Ky Kallerville WIPCD 69 KV Mt. Sterling CIPS 69 Kv Rushville CIPS 69 Kv Sugar Grove CIPS 69 Kv Ursa CIPS 34.5 Ky Illinois Rural Arenzville . WIPCO 34.5 Kv Atlas WIPCO 69 Ky Carrollton WIPCO 34.5 Kv

, Carrollton Wells IREC 34.5 Kv (2)

Kast Hannibal WIPCO 69 Kv K1 dred WIPC0 34.5 Kv Greenfield WIPCO 34.5 Kv Criggsville WIPCO 34.5 Kv Hillview WIPCO 34.5 Kv Murrayville WIPC0 34.5 Kv Naples WIPC0 34.5 Kv (3)

Neelyville WIPC0 34.5 Kv New Canton WIPCO 69 Kv Nortonville (9) WIPCO 69 Kv Pearl VIPCO 69 Kv Pisgah VIPC0 . 69 Kv .

Pittsfield WIPc0 34.5 Kv Winchester WIPCO 34.5 KV M.J.M. Electric Brighton IP 34.5 Kv Bunker Hill IF 34.5 Kv Butler IP **

34.5 Kv Boney Bend (4) IP WIPCO 34.5 Kv Jerseyville CIPS 69 Kv ,

. Newbern .

CIPS 69 Kv  !

Nutwood CIPS 69 Kv .

Palmyra (4) CIPS, WIPCO 34.5 Kv Rinaker IF 34.5 KV Staunton IP 34.5 Kv Taylor Springs IP . 34.5 Kv Witt IF 34.5 Kv Womac IF 34.5 Ky i Beadquarters IF 4.16 Kv (5) t

Mena'rd Athens VIPCO 69 Kv Barclay. WIPC0 69 Kv l Bishop CIPS 69 Kv  ;

Bluff Springs (9), CIPS 69 Ky Lanesville WIPCO 69 KV l

Nason City- CIPS 69 Ky i New Berlin VIPCO 69 Ky 6

i

. F

Metering Delivery (1)  !

- Cooperative Delivery Point High Side Low Side Voltage '

Menard Petersburg CIPS 69 Kv ,

Saidora CIPS 69 Kv r Salisbury WIPCO -

69 Kv Turris WIPCO (7) WIPCO 138 Kv (6) l Virginia CIPS 69 Kv f Rural Electric Farmersville CIPS 34.5 Kv i Girard CIPS 34.5 Ky l Clenarm ii1PCO 69 Kv l Harvel IF

• 34.5 Kv  !

Lowder CIPS 34.5 Kv [

Sicily CIPS 69 Kv j Taylorville CIPS 69 Kv Spoon River Astoria CIPS 34.5 Kv  !

Breeds CIPS 34.5 Kv  ;

Wee-Ma-Tuk CIPS 34.5 Kv i l

Western Lomax IP 69 Kv [

t WIPCO Jacksonville Ndq. IP 7.2 Kv (8) i i

Note:

1. All standard 12.47 Kv low side unless noted. }

2. 240/480 v. low side.

3. 2.4 Kv low side. -

[

4. Substation also serves Rural Electric Co., WIPCO ,

meters each Cooperative.

5. 120/208 v. low side. l

- 6. 13.2 Kv low side. l

7. Considered 138 Kv interchange with IP.

8. Single phase service. VIPCO owns 3 span 0.H.16 7.2 KV i line and 300' of #2 alum. 10 7.2 Kv underground. . i

9. Anticipating in service by 12-31-84. l I

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Transmission Switching Stations

• Kampsville

. bay, main and transfer bus 2 - 34.5 Ky line oil circuit breakers -

1 - 34.5 Ky transformer oil circuit breaker 1 - 69/34.5 Kv, 10 Mya, stepdown transformer 1 - 69 Ev motor operated airbraak switch Amos i

1 - 5 bay, main and transfer bus 3 - 69 Kv lin~e oil circuit breakers '

1 - 69 Ky tie oil circuit breaker (to CWL&P) ~

1 - 69 Ky actor operated circuit switcher 1 - 9600 Kvar bank of capacitors .

East Lanesville 1 - 2 bay, main bus 1 - 59 Kv line oil circuit breaker 1 - 138 Kv motor operated circuit switcher" 1 - 138/69 Kv, 20 Mva, stepdown transformer L u.111. -

1 - 69 Kv oil circuit breaker .

lurris 1

2 - 138 Kv motor operated circuit switchers .

~

• All A ve relaying, seas have metering. f i

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l 1

EX111 BIT 3-5 EXISTING POINTS OF DELIVERY SOYLAND POWER COOPERATIVE, INC.

I l

I.. BULK POINTS l

Metering Delivery Coooerative Delivery Point Substations Einh Side Low Side voltage Clav Bord Bible Grove CIPS 69*Kv Marathon 011 Clinton Beckmeyer Beckmeyer IP 69 Kv Keysport Shattuc - Shattue I IP 69 Kv Shattue II colen-Moultrie Arcola Sullivan CIPS 69 Kv i i

Bethany(1)

Chicap {

Cern Belt Belt Line Belt Line East IP 34:5 Kv l Belt Line West ['

Cisco

• Deland IP 69 Kv l Pullerton  ;

~

Normal Normal North '.IP 34.5 Kv -

Moraal South j i'

Sutter Hopedale CILCO 69 Kv Olympia ,

Parsers Mutual Atkinson Geneseo IP 34.5 Kv i Ladwig j i

Illini Ludlow Ludlow CIPS 69 Kv  !

Fisher  ;

F

. i Illinois Vallev Uyanet Wyanet IP 34.5 Kv j Tiakilva  ;

I  !

f

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, (1) Presently De-energized

,* . ~

. 1 Metering Delivery Cooperative Delivery Point Substations Hith Side Low Side voltage McDonouxh West Macomb Woodland CIPS 69 Kv Brainer Eington Macomb South Macomb i

Industry Monroe Waterloo

• Waterloo IP 34.5 Kv Poe Fults 6 Maaystown Creek l

Southwestern Bethalto Bethalto IP 34.5 Kv Boliday Shore West Edwardsville Edwards 11e IP 69 Kv (Marine) Pruit (2 Petersburg Petersburg North

• IP 69 Kv Petersburg South'

Pocahontas Pocahontas IP 34.5 Kv Shell Pump i -

Troy Troy North' IF 34.5 Kv Troy South liorden Worden IP 34.5 Kv Holiday Shore East Tri-County Irvington Irvington IP 69 KV Dh ,

Patoka Patoka IP . 69 Kv Kinmundy t i . Iuka Inka IP 69 Kv South Sales .

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Bonnie Bonnie IP 69 Kv Barva Reserve 'l i ,

i i i

i (2) In, Service September; 1984

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(2)  :

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i Metering Delivery l 1

Cooperative Deliverv Point Substations High Side Low Side Voltage  !

Wayne-White Albion Albion CIPS 69 Ky l 4

Boogerville  !

t Mill Shoals Aden f McCleansboro [

Uayne City ~

Boylestown Diamond City

- Carmi Carni C25 69 Kv i Endfield {

Inland Steel -

. l I Clay City Zi'f CIPS 69 Kv Rinard j Jefferson  !

Johnsonville  !

. Orchardv111e {

Ashland 011.

Crossville Phillipstown CIPS 69 Kv  ;

(Phillipstown) White County Coal j Emma .

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4 II Individual Delivery Poinct 9

Metering Delivery C*overstive Subststion Hiah Side Low Side voltsge Clay Flora CIPS 69 Kv Iola CIPS 69 Ky Noble CIPS 69 Kv Sailor Springs '(3) CIPS 69 KV Zenia CIPS 69 Kv Clinton Bartelso .IP 69 Kv Boulder IP 69 Kv Breese IP 69 Kv Ferrin IP 69 KV Mascoutah IP 69 Kv Trenton I IP 69 Kv Trenton II (3) SPC 69 Kv .

I r

' Coles-Moultrie Ashmore CIPS 69 KV {

Bruce (Windsor)

• CIPS 34.5 KV j Charleston CIPS 69 KV l K. Charleston (S. Charleston) CIPS 69 KV j Pair Grange CIP,5 69 KV ,

Lakeland CIPSI 69 KV i Mattoon (Dorans) CIPS - 69 Kv i Neosa CIPS 69 KV [

. Sarah Bush -

CIPS 69 &

j 3

. Union Center (Casey) CIPS 69 KV j ..  !

Corn Belt

- Argenta IP 69 KV Armington CILCO 69 KV Cooksville IP 69 KV Danvers IF 34.5 Kv.  ;

Goodfield IP 34.5 KV r Holder IP 69 KV i

Kappa IF 34.5 KV  !

Le Koy IF 34.5 KV

Lexington IP 69 KV L'lly i IP 34.5 KV ,

Maroa IF 34.5 Kv '

Parkside IF 34.5 KV [

Saybrook IP 69 KV }

Taseve11 CILCO 69 KV l

, Wapella IP . 34.5 KV j DeWitt *

(4) 12.5 KV l

' l l

l (3) In Service October; 1984

[

(4) Low voltage metering point IP has a KUR meter (no tape cartridge) l

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Mstoring. Delivery Cooperreive Substation High Side Low Side Voltage Eestern Anchor CIPS 69 KV Buckley CIPS 69 Kv i

Cissna Park CIPS 69 KV Clifton CIPS . 69 Kv Donovan CIPS 69 Kv l Fairbury CIPS 69 Kv Gilman CIPS 69 Kv Boopaston CIPS 69 Kv Jamesburg CIPS 69 Kv l Papineau CIPS 69 Kv Faxton -

CIPS 69 Kv Fiper City CIPS 69 Kv Sibley CIPS 69 Kv Watseka CIPS 69 Kv Wellington CIPS 69 KV Woodland CIPS 69 KV Edgar Baldwin CIPS 69 Kv Brockton CIPS 69 Kv Chrisman CIPS 69 KV Ferral CIPS 69 Kv Kansas CIPS 69 KV i Marshall CIPS 69 Kv I

Paris CIPS 69 Kv j West Union CIPS 69 KV ,

i Illini , Garrett CIPS 69 Ev K

1 Mahomet IP 69 Kv I Farkv111p CIPS 69 Kv

- Sidney (Villa Grove) CIPS 69 Kv West Ridge (East Tuscola) CIPS 69 KV Illindis Valley Altona ---- .- D . - -

69 KV ..

Annawan D 34.5 Kv Burns (Kevanee) IP 69 Kv

! D 34.5 Ev Deer Park (3)

Granville SPC 34.5 Kv Ladd IF . 34.5 Kv Mineral -

IF 34.5 Kv

, Esponset IF 34.5 Kv Norway

• IF 34.5 Ky i

Oak Run (Victoria) D 69 Kv Frinceton IF -

34.5 Kv j Sheffield

• D 34.5 Kv Troy Grove D 34.5 Kv Wedron D 34.5 Kv Mineral (1111acis Valley Esadquarters) 12.5 Kv (3) In Service October ; 1984 ,

(5)

Cooperative Metering Delivery Substation High Side Low Side Voltage

. McDonough Cameron IP 69 Kv Colchester CIPS 69 KV Monmouth IP 69 Kv Ponemah IP 69 Kv Table Grove (Adair) CIPS 69 KV Monroe East Carondolet (5) SPC Kv Pountain IP Kv M111 stat IP Kv New Athens , IP Kv Smithton IP Kv Shelby Blue Mound CIPS 34.5 Kv Crest CIPS 34.5 Kv Dunkel CIPS 34.5 Kv Elvin CIPS 34.5 Kv Lake Wood CIPS 34.5 Kv Moweaqua CIPS 34.5 KV Neoga CIPS 69 Kv Pana (Oconnee) CIPS 34.5 Kv Richland CIPS -

34.5 Kv i Shelbyville CIPS 34.5 Kv l

Tay..orville CIPS 34.5 Kv  :

Velma CIPS 34.5 Kv Wenonah CIPS 34.5 Ky Yantisville CIPS '34.5 Kv i Southwestern Altamont (St. Elmo) CIPS 69 Ky Confideoca IP 34.5 Kv i

' _ Edgewood (N. Priana) CIPS 69 Kv -

Bookdale IP 12 Kv Maryville (5) SPC 138 Kv

'l New Doug(las.

• IP 34.5 Ky SPC .34.5.Ky- .-

Ramsey Reno (3 ) 5) 34.5 Ky SPC  :

Sefton IP 34.5 Kv l l

Shafter IP 69 Kv Smithboro IP 34.5 Kv  :

Wrishes Corner (3) CIPS 69 KV  !

Greenville Headquarters IP 12.5 KV l

Borsehos Lake IP 12.5 Kv Tri-County Ashley (Radom) IP ,

69 Ky \

. Boyleton . IP 69 Kv Lively Grove IP 69 Kv  :

Mt. Vernon IF 34.5 KV t Marlow IP 34.5 Ky l (5) In servive dates: East Carond61st Decader' 1984. Maryvilla August 1984 Ramsey August 1984 Reno February 1985. Wrishes Corner December 1984.

_ _ _ . _ _ . . _ . _ e

Te '

. Metering De liv er r C* operative Substation High Side Low side 3 Itage, Tri-County (cent) Nashville IP 69 Kv Odin IP 69 Kv Salem IP -

69 Kv Waltonv111e IP 69 Kv Woodlawn IP 34.5 Ky ,

Mt. Vernon Headquarters IP '12. 5 Kv U;yne-White -

Grayv111e ,

CIPS 69 Kv Noble CIPS 69 Kv Norris City CIPS 69 Kv West Salem CIPS 69 Kv e

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EXHIBIT 4 CONTRIBUTION FUNDING RETURN The Eighty-Million Dollars ($80,000,000) Contribution of Funda ,

shall be returned to the Members as a credit against fixed cost, to the Soyland/WIPCO Pool. Credits shall begin in the let full quarter following commercial operation of Clinton Unit I.

i YEAR ANNUAL CREDIT' 1 $17,800,000 1

! 2 $15,500,000  :

3 $13,300,000 l t

4 $11,100,000 i

5

.$ 8,800,000 -  ;

6 $ 6,700,000 l 7 ,

$ 4,400,000 i 8 $ 2.400.000 Total $80,000,000

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