ML20136F484
| ML20136F484 | |
| Person / Time | |
|---|---|
| Site: | Reed College |
| Issue date: | 03/10/1997 |
| From: | Bach R STOEL, RIVES, BOLEY, JONES & GREY |
| To: | Mendonca M NRC (Affiliation Not Assigned) |
| References | |
| NUDOCS 9703140130 | |
| Download: ML20136F484 (9) | |
Text
_. _
l STOEL RIVES ue ATTORNEYS I STANDARD INSUR ANCE CENTER 900 $W FIFTH AVENUE, SUITE 2300 PORTLAND, OREGON 97204-1268 1 PlunwtS031224-3380 Fsxt50D2N2430 TDD($uD221-1045 V Internet: www4toetxam l March 10,1997 I RICHARD D. BACH l Direct Dial 1 (503) 294-9213 j email rdbach@stoel.com Mr. Marvin M. Mendonca Senior Project Manager Non-Power Reactors and Decommissioning )
l Project Directorate Division of Reactor Program Management Office of Nuclear Reactor Regulation l Nuclear Regulatory Commission l Washington, D.C. 20555-0001 l 1
Dear Mr. Mendonca:
l
. Bankers Trust Company has agreed to serve as the standby tmstee in connection with the captioned matter. However, in so doing, Bankers Trust has asked for a number of minor changes to the Standby Trust Agreement that its lawyers deem necessary or appropriate.
Enclosed is a copy of the Standby Trust Agreement that you approved with your letter of December 10,1996, " redlined" to show the proposed additions requested by Bankers Trust. If these additions meet with your approval, please let me know and I will have the agreement executed on behalf of Reed College and Bankers Trust. At that time, we will have Wells Fargo Bank issue the letter of credit and deliver it to you.
Thank you again for your assistance and cooperation.
Very t ly yours, 9703140130 970310 9 # 3 DR ADOCK 0500 QO ichard D. Bach
/
RDB:twa I
Enclosure
- cc (w/ enclosure): Mr. Ed McFarlane - Reed College Mr. Doug Gaslin - Wells Fargo Bank Mr. Paul Dispenza - Bankers Trust Company Mr. W. Dustin Goldstein - Bankers Trust Company 1400?R SP585MEEII PDXI A-69377.1 ' 635204001 SEATTLE PURTLAND VANCOUYER, WA D MSE SALT LAKE CITY WA5WNCTON, D C.
a STANDBY TRUST AGREEMENT THIS STANDBY TRUST AGREEMENT is entered into as of , by and between Reed College, an Oregon not for profit corporation, hereinafter referred to as i-the " Grantor," and Blis1Nifiiffigpr'@fy(A3MLO@kEdQMTR419M n
ggj((p[j((@]@lMR@g, the "Tmstee."
WHEREAS, the U.S. Nuclear Regulatory Commission (NRC), an agency of the U.S.
, Government, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974, has promulgated regulations in Title 10, Chapter I of the Code
- of Federal Regulations, Part 50. These regulations, applicable to the Grantor, require that a i holder of a Part 50 license provide assurance that funds will be available when needed for required decommissioning activities; WHEREAS, the Grantor has elected to use a letter of credit to provide all of such i l- financial assurance for the facilities identified herein; WHEREAS, when payment is made under such letter of credit, this standby trust l
- shall be used for the receipt of such payment; and ,
1 l
l WHEREAS, the Grantor, acting through its duly authorized officers, has selected the Trustee to be the trustee under this Agreement, and the Tmstee is willing to act as trustee,
! NOW, THEREFORE, the Grantor and the Trustee agree as follows:
Section 1. Definitions. As used in this Agreement:
l (a) The term " Grantor" means the NRC licensee who enters into this Agreement i and any successors or assigns of the Grantor.
i (b) The term " Trustee" means the Trustee who enters into this Agreement and any a successor Trustee.
! Section 2. Costs of Decommissioning. This Agreement pertains to the costs of decommissioning the Facility identified in License Number R-112 issued pursuant to 10 CFR I Part 50.
Section 3. Establishment of Fund. The Grantor and Trustee hereby establish a standby trust fund (the Fund) for the benefit of the NRC. The Grantor and the Trustee intend that no third party shall have access to the Fund except as provided herein.ETliiEThiitisistis11Tii6t?Sii isiip@6HiiblET56'rTsfialliWiiiid6sfik^6"sii9?fsip6Hiitsilliy?f6Et
$6t Eil jk Grantorisis@bliits${$Granf66MsgiayLnent[psyeiji@y[$$isharylanyil dV NRC! R
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PDXtA-50672.1 6M20 0001 a
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i Section 4. Payments Constitutine the Fund. Payments made to the Tmstee for the Fund i shall consist of cash, securities, or other liquid assets acceptable to the Trustee. Such property transferred to the Trustee are referred to as the " Fund," together with all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to this Agreement. The Fund shall be held by the Trustee, IN TRUST,'as hereinafter provided.
Section 5. Payment for Reauired Artvities Soecified in the Plan. The Trustee shall make payments from the Fund to the Grantor or to a decommissioning contractor of the Grantor as l the Grantor may designate upon presentation to the Trustee of the following: I 1
- a. A certificate duly executed by the Vice President / Treasurer of the Grantor attesting to the occurrence of the events, and in the form set forth in the attached Specimen Certificate of Events, and
- b. A certificate attesting to the following conditions:
(1) that decommissioning'is proceeding pursuant to an NRC-approved plan, and (2) that the funds withdrawn will be expended for activities undertaken pursuant to that Plan.
In the event of the Grantor's default or inability to direct decommissioning activities, the Trustee shall: (1) make payments from the Fund as the NRC shall direct, in writing, to i provide for the payment of the costs of required activities covered by this Agreement; l (2) make disbursements to the Grantor or other persons as specified by the NRC from the Fund for expenditures for required activities in such amounts as the NRC shall direct in writing; and (3) refund to the Grantor such amounts remaining after the license has been terminated or as the NRC specifies in writing. Upon refund, such funds shall no longer i
constitute part of the Fund as defined herein.
Section 6. Tmst Management. The Trustee shall invest and reinvest the principal and income of the Fund and keep the Fund invested as a single fund, without distinction between principal and income, in accordance with general investment policies and guidelines which the Grantor may communicate in writing to the Trustee from time to time, subject, however, to the provisions of this section. In investing, reinvesting, exchanging, selling, and managing the Fund, the Trustee shall discharge its duties with respect to the Fund in the best interest of the beneficiary and with the care, skill, prudence, and diligence under the circumstances then prevailing which persons of prudence, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of a like character and with like aims; exceot that:
(a) Securities or other obligations of the Grantor, or hay other owner or operator of the facilities, or any of their affiliates as defined in the Investment Company Act of 1940, as amended (15 U.S.C. 80A-2(a)), shall not be acquired or held, mxwson2.i e52oam 2
4 unless they are securities or other obligations of the Federal or a State government; and I (b) For a reasonable time, not to exceed three (3) business days, the Trustee is !
authorized to hold uninvested cash, awaiting investment or distribution, j without liability for the payment of interest thereon.
Section 7. Comminoline and Investment. The Trustee is expressly authorized in its ;
I discretion:
1 1
(a) To transfer from time to time any or all of the assets of the fund to any j common, commingled, or collective trust fund created by the Trustee in which j the Fund is eligible to participate, subject to all of the provisions thereof, to be commingled with the assets of other trusts participating therein; and
- (b) To purchase shares in any investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80A-1 et seq.), including one that may be ;
- created, managed, underwritten, or to whicu investment advice is rendered, or l l the shares of which are sold by the Trustee. The Trustee may vote such l shares in its discretion.
, Section 8. Exnress Powers of Trustee. Without in any way limiting the powers and l discretion conferred upon the Trustee by the other provisions of this Agreement or by law, j the Trustee is expressly authorized and empowered:
! (a) To sell, exchange, convey, transfer, or otherwise dispose of any property held by it, by public or private sale, as necessary for prudent management of the Fund.MN6[persori'asiilig[Wini"thE!ThiitsiEstiillWiEli6iiiiiii5Hi&iiis?ilis
%e M h schsAm=MsM bbIO h hh k f h 1NI EIEk M O$ h (b) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or ;
appropriate to carry out the powers herein granted; ;
(c) To register any securities held in the Fund in its own name, or in the name of a nominee, and to hold any security in bearer form or in book entry, or to ,
combine certificates representing such securities with certificates of the same l issue held by the Trustee in other fiduciary capacities, to reinvest interest and dividends payments and funds from matured and redeemed instruments, to file ,
proper forms concerning securities held in the P;nd in a timely fashion with (
appropriate government agencies, or to deposit or arrange for the deposit of such securities in a qualified central depository even though, when so ,
deposited, such securities may be tr.erged and held in bulk in the name of the l nominee or such depository with other securities deposited therein by another person, or to de;asit or arrange for the. deposit of any securities issued by the mxwun.i usmomi 3
L -
U.S. Government, or any agency or instrumentality thereof, with a Federal '
l Reserve bank, but the books and records of the Tmstee shall at all times show that all such securities are part of the Fund;
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l (d) To deposit any cash in the Fund in interest-bearing accounts maintained or ,
saving certificates issued by the Trustee, in its separate corporate capacity, or l in any other banking institution affiliated with the Trustee; and I
(e) To compromise or otherwise adjust all claims in favor of or against the Fund. j l
Section 9. Tam nul Exoenses. All taxes of any kind that may be assessed or levied against 1 or in respect of the Fund and all brokerage commissions incurred by the Fund may be paid l
- l. nc n the Fund. All other expenses incurred by the Trustee in connection with the administration of this Trust, including fees for legal services rendered to the Trustee, the compensation of the Trustee to the extent not paid directly by the Grantor, and all other
- proper charges and disbursements of the Trustee may be paid from the Fund.
l I Section 10. Annual Valuation. After payment has been made into this standby trust fund,
. the Trustee shall quarterly furnish to the Grantor a statement confirming the value of the
, Trust. Any securities in the Fund shall be valued at market value within a reasonable time j of such statement. The failure of the Grantor to object in writing to the Trustee within 30
! days after the statement has been furnished to the Grantor shall constitute a conclusively
- binding assent by the Granter, barring the Grantor from asserting any claim or liability 1 against the Trustee with respect to the matters disclosed in the statement.
i' Section 11. Advice of Counsel. The Tmstee may from time to time consult with counsel, who may be counsel to the Grantor, with respect to any question arising as'to the constmetion of this Agreement or any action to be taken hereunder. The Trustee shall be
[ fully protected, to the extent permitted by law, in acting on the advice of counsel.
l Section 12. Trustee Comoensation. The Trustee shall be entitled to reasonable l compensation for its services as agreed upon in writing from time to time with the Grantor e [gg@l((ggj@{M[@[Sepg@Mj@[gMhj@iMMi@j@@ 1
- Section 13. Successor Trustee. Upon 30 days notice to the Grantor, the Trustee may resign; i upon 30 days notice to the Trustee, the Grantor may replace the Trustee; but such resignation or replacement shall not be effective until the Grantor has either appointed a successor p Trustee and this successor accepts the appointment or implements another financial assurance mechanism specified in Title 10, Chapter I, Code of Federal Regulations, Section 50.75(e).
. The successor Trustee shall have the same powers and duties as those conferred upon the
! Tmstee hereunder. Upon the successor Trustee's acceptance of the appointment, the Trustec 2
shall assign, transfer, and pay over to the successor Trustee the funds and properties then constituting the Fund. If for any reason the Grantor cannot or does not act in the event of 1 the resignation of the Trustee, the Trustee may apply to a court of competent jurisdiction for
- j. the appointment of a successor Trustee or for instructions. The successor Trustee shall
- .specify the date on which it assumes administration of the tmst in a writing sent to the m xt u o m .
- essomi 4 4
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- i . . j Grantor and the present Tmstee by certified mail 10 business days before such change
)' becomes effective. Any expenses incurred by the Trustee as a result of any of the acts contemplated by this section shall be paid as provided in Section 9.
i' Section 14. Instmetions to the Trustee. All orders, requests, and instructions by the Grantor 1
to the Tmstee shall be in writing, signed by such persons as are signatories to this Standby j Trust Agreement or such other designees as the Grantor may designate in writirg. The i
! Trustee shall be fully protected in acting without inquiry in accodance with the Grantor's I orders, requests, and instmetions. If the NRC issues orders, requests, or instructions to the ;
Trustee in the event of Grantor default, these shall be in writing, signed by the NRC or its i designee, and the Trustee shall act and shall be fully protected in acting in accordance .with i such orders, requests, and instructions. The Trustee shall have the right to assume, in the l l
absence of written notice to the contrary, that no event constituting a change or a termination of the authority of any person to act on behalf of the Grantor or the NRC hereunder has occurred. The Trustee shall have no duty to act in the absence of such orders, requests, and instructions from the Grantor and/or the NRC, except as provided for herein.
Section 15. Amendment of Agreement. This Agreement may be amended by an instrument 1 in writing executed by the Grantor, the Trustee and, if applicable, the NRC, or by the Trustee and the NRC if the Grantor ceases to exist.
Section 16. Termination. This Standby Trust Agreement shall continue until terminated at the written agreement of the Grantor, the Trustee and, if applicable, the NRC, or by the Trustee and the NRC if the grantor ceases to exist. Upon termination of the trust, all remaining trust property, less final trust administration expenses, shall be delivered to the Grantor or its successor, or transferred to another financial assurance mechanism specified in .
10 CFR 50.75(3), as appropriate.
Section 17. Immunity and Indemnification. The Trustee shall not incur personal liability of any nature in connection with any act or omission, made in gooo faith, in the administration of this trust, or in carrying out any directions by the Grantor or the NRC, issued in accordance with this Agreement. The Trustee shall be indemnified and saved harmless by the Grantor or from the trust fund, or both, from and against any personal liability to which the Trustec may be subjected by reason of any act or conduct in its official capacity, including all expenses reasonably incurred in its defense in the event the Grantor falls to provide such defense.
Section 18. This Agreement shall be administered, constmed, and enforced according to the laws of the State of OregonFpiiMasilEfiEWBTEffdsFtEdstliiiTssil?iisii 55isibilitisf5fHis i g@i@hjibjg@di@ijyj$jjnkfMj$NN$dId[ ~~p~~ 1 Section 19c Interoretation and Severability. As used in this Agreement, words in the singular include the plural and words in the plural include the singular. The descriptive headings for each section of this Agreement shall not affect the interpretation or the legal efficacy of this Agreement. If any part of this Agreement is invalid, it shall not affect the '
remaining provisions which will remain valid and enforceable.
PDX1A 50672.1 63520 4001 5 !
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IN WITNESS WHEREOF the parties have caused this Agreement to be executed by
-the respective officers duly authorized and the incorporate seals to be hereunto affixed and
, attested as of the date first written above.
ATTEST: REED COLLEGE By:
Title:
i ATTEST: _BANKERSLTRU_SETE)D{Yj 1 By:
Title:
ACKNOWLEDGMENT STATE OF )
)
COUNTY OF i On this day of , before me, a notary public in and for the State aforesaid, personally appeared , and she/he did depose and say tint she/he is a Vice President of RadiTnist m Mf, Trustee, which executed the above instrument, that she/he knows the seal of said association; that the seal affixed to such instn ment is such corporate seal; that it was so affixed by order of the association; and that she/he signed her/his name thereto by like order.
[ Signature of Notary Public]
My commission expires:
[Date]
MX1A 50m.1 MSMam b
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- EXHIBIT A
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.a .. . c l Accantance Fee: Waived a
j Includes set-up of trust / escrow a==iat indaA3a_a internal documsat review, creation of ticklers and controls, and design of custom reports Ymat Review Fee (if-------- .h At Cost i
In order to minimize the Group's cost ofestablishing a trust agreement, Bankers Trust can i
provide the PRP Group with our standardized @=r~C=8 Fund Agrw. Should the Group 1 provide Bankers Trust with their own trus agreement, we will have our outside counsel review j and negotiate terms with PRP counsel.
1
! A----8 Ad==8 *-L P;= Fee: $1,500 i
i The annual fee covers the ongoing administration of the trust and escrow accounts, including mairwan==== of all account records, pr~4'i~iaa ofperiodic Anancial statements, creation of tax l fonns (if applicable), and collection and disburaarnant of funds.
1 )
i j Transaction Fees:(asrersired) j Per Outgoing Wire Transfer
- $20 Per Direct Investment Purcha*WSale $40 MMNR$$aliFitadl's/chaseA!ihle in - No Oa 1ge l 1
j The fees set Jbrth in this =ebAila are suidect to review of av==iarerian The fees are also subject to !
change should carr==mannes warnet. Om of pocket expenses and disbursemenra, includang counsel fees, i inarred in the performance of our duties will be added to the billed fees. We may place orders to buy /seR fmancial insen=nents with outade broker <lenhus that we selecs, as well as BT or its =mharam These {
I tr====criana (for which normal and customary spreads will be earned in amnion to the diarges quoted
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above) will be executed on a naldess princapal basis solely for your account (s) and without recourse to us l
or our amtistes If you choose to invest in air / mutual Aand, BT and/or our affihmtes may corn service !
thes/ expenses associated with these Ainds as Aertamari in the numini fbad prospecess provided to you, in addstion to the charges quotad abme. We will provide penodsc ====w statements describing tanne=cria.is
==am*=t Ibr your =mmar(s). Trade contirms will be available upon your request at no adarmn charys If a deal should finil to close for r*==nns beyond our control, we reestve the right to charge our acceptance phs reunbursement for legal fees incurred i
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j Descrintion# Services Included:
)
- Act es stanny trustee as required by the NudoarRegulatory Commissionfor deco = '~:ofNudearFacialty
- Monitor 1/C andin emot ofdefault, use 12 proceeds to pay conkactors and all i *PPii**bl* M ** \
- e Periodic financial statements to be immindto appropriate parties l 4
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Assumotions: '
1
+ Average estimated cash balance - Normal conditions: $0
- e UC Amount
- $500,000 t . Average Number of Disbursements per month- 0
.
- Number ofPRPs: 1
- Legal Structure: Grantor / Standby Trust i
e Potential c@ina of funds from non-settlers No e Length ofTrust Agreement:
N/A 1
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