ML20199L710
| ML20199L710 | |
| Person / Time | |
|---|---|
| Site: | Vermont Yankee File:NorthStar Vermont Yankee icon.png |
| Issue date: | 11/25/1997 |
| From: | Wiggett B VERMONT YANKEE NUCLEAR POWER CORP. |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| BVY-#97-157, NUDOCS 9712020090 | |
| Download: ML20199L710 (13) | |
Text
VBRMONT YANKEE
< g NUCLEAR POWER CORPORATION 185 Old Ferry Road, Brattleboro, VT 05301 7002 (802) 257 5271 BVY #97-157 November 25,1997 United States Nuclear Regulatory Commission ATfNi Document Control Desk Washington, DC 20555
References:
(a) License No. DPR-28 (Docket No. 50 271)
- (b) 10 CFR, Section 140.21
Subject:
Vermont Yankee 10CFR 140.21 Submittal:
Licensee Guarantee of Payment of Deferred Premiums in accordance with the requirements of 10CFR 140.21(e), enclosed is the annual cashflow statement for Vermont Yankee Nuclear Power Corporation (" Vermont Yankec") for the year 1997. This information is submitted as evidence that Vermont Yankee maintains an approved guarantee of payment should a $1v million retrospective premium be assessed under the Price Andersen Act.
Under the Power Contracts between Ver r. cut hnkee and its nine sponsor companies (copy enclosed), Vermont Yankee would bill retrospective premium assessments to its sponsor companies as part of the monthly Power Contract billing. Purchased power costs are paid by our nine sponsor companies out of operating revenues rather than net income or sponsor financing.
As an additional source of financial protection, pursuant to 10CFR 140.21(c) Vermont Yankee maintains a $75 million revolving credit agreement. Maximum drawdown under this line of credit is expec:ed to be less than $30 million during 1997.
If you should have any questions, please contact Thomas F. Schimelpfenig, Manager of Financial Planning and Assistant Treasurer, at (802) 258-4134.
Very truly yours,
,l 4( 3 pep \\ l
/
Bru.e W. Wiggett Vice President, Finance and Treasurer 9712020090 971125 PDR ADOCK 05000271 fh\\f\\\\b L 's 1
VERMONT Y ANKEE NUCLEAR POWER CORPORATION Enclosure cc:
USNRC Region I Administrator USNRC Resident Inspector - VYNPC USNRC Project Manager l
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' VERMONT YANKEE NUCLEAR POWER CORPORATION 1997 ESTIMATED CASHFLOW (dollars in 000's)
Oct 31,1997 Dec 31,1997 TOTAL actual estimate estimate Cashfimvirom.0peratingActivities (10 mos)
(2 mos)
(12 mos)
Net income 5,806 1,180 6,986 Depreciation and Amortization 13,204 2,727 15,931 Fuel Amortization 12,341 3,395 15,736 Decomm!ssioning Exper.,e 10,503 2,150 12,652 Nuclerr Fuel Disposal Fee Interest 4,162 822 4,984 Disposal Fee Defeasance Fund Earnings (4,103)
(906)
(5,009)
Income Tax Deferred & ITC (1,222)
(244)
(1,467)
Interest and Taxes Payable 3,113 0
3,113 Other Sources /Uses (5,358) 0 (5,358)
Pro-Forma Power Cost Assessment Ur der Pcwer Contracts fu Retrospective Prem,ams Payable by Sponsors per 10 CFR, Section 140.21 0
10,000 10,000 Sub-Total from Operating Actiuties 38,446 19,124 57,570
~~
CashflowsfromlavestingActivities:
Electric Plant Additions (incid removal coste (2,935)
(866)
(3,801)
Nuclear Fuel Additions (17,137)
(2,500)
(19,637)
Payments to Decommissioning Fund (10,756)
(2,149)
(12,905)
Payments to DOE Defeasance Fund (8,000) 0 (8,000)
Other 0
0 0
Pro-Forma Retrospective Premium 0
(10,000)
(10,000)
Sub-Total from Investing Activities (38,828)
(15,515)
(54,343)
CashflowJromIxtemaLEinancing; Payments of Long-Term Obligations (29,458)-
(35,000)
(64,458)
Borrowing under i ong-Term Agreements 45,386 29,000 74,386 Changes in Short-Term Borrowing 0
0 0
Common Stock Dividends Paid (5,573)
(1,772)
(7,345)
Other Financing Costs 0
0 0
Sub-Total from Financing Activities 10,356 (7,772) 2,584 Net Change in Cash & Equivalents 9,974 (4,163) 5,810 Cash and Cash Equivalents at beginning of period 1,109 11,083 1,109 Cash and Cash Equivalents at end of period 11,083
_6 920 6,920 I hereby certify that I am Vice President, Finance and Treasurer of Vermont Yankee Nuclear Power Corporation and that this statement fairly represents the estimated cashflow of the Company for the period ended 12/31/97.
LSL 4
l Bruce W. Wiggett ff/
Vice President, Finance and Treasurer g:bre_97 wk4
I I
(COMPOSITE CONFORMED COPY *]
i POWER CONTRACT, dated as of February 1,1968, between VERMONT YANKEE NUCL. EAR POWER CORPORATION (" Vermont Yankee"), a Vermont corporation, and (The names of the Purchasers appear in the attached Appendix) (the " Purchaser").
It is agreed as follows:
I. Basic Vsderstandings.
Verr.ont Yankee has been organized to provide for the supply of power to its ten sponsoring utility compan es (including the Purchaser), which utilities are hereinafter called th " sponsors". In the spring of 1967,it commenced the construction of a nuclear electric generating tanit of the boiling water type, which is being designed to have a maximcm net cepabi!ity of approximately 540 megawatts electric, at a site adjacent to the Connecticut River at Vernon. V rmont (the unit being herein, together with the site and all e
related facilities to be owned by Vermont Yankee, referred to as the " Unit"). Construction of the Unit is being carried out under contracts with General Electric Company and Ebasco Services Incorporated. It is presently estimated that ccnstruction costs and working capital will aggregate approximately
$115,000,000, exclusive of fuel.
The Unit is to be operated to supply power to Vermont Yankee's sponsors, each of which is undertaking to purchase a fixed percentage of the capacity and output of the Unit. The names of the sponsors and their respective percentages (" entitlement percentages") of the capacity and output of the Unit are as follows:
I'ntittement Percentage Sponsor 35.0 %
Central Vermont Public Service Corporation.
Green Mountain Power Corporation..
20.0%
20.0 %
New England Power Company...
The Connecticut Light and Power Company...
6.0%
4.0%
Central Maine Power Company...
Public Service Company of New Hampshire..
4.0%
The Hanford Electric Light Company..
3.5%
Western Massachusetts Electric Company..
2.5%
2.5%
Montaup Electric Company..
2.5%
Cambridge Electric Light Company.
Vermont Yankee and its other sponsors are entering into power conuacts which are identical to this contract except for necessary chances in the names of the parties.
2, C8ective Date and Term.
This contract shall become effective upon receipt by the Purchaser of notice that Vermont Y nkee has entered into power contracts, as contemplated by Section I above, with each of its other sponsors. The term of this contract shall expire 30 years after the plant completion date.
The " plant completion date" shall be the earlier of(i) December 31,1972, or (ii) the date on which the Unit is placed it commercial operation, as **etermined by Vermont Yankee (the " commercial operation date").
' As amended by eight amendments, dated as of June 1,1972, April 15,1983, April 24,1983, Jnne 1,1985, May 6,1988, May 6,1988, June 15,1989 and December 1,1989, respectively.
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- 3. Construction of the Unit, Vermont Yankee will proceed with due diligence with construction of the Unit, and will exercise its best efforts to comple:c and place it in commercial cperation by July 1,1971, on the presently estimated schedule therefor and within present cost estimates, and will keep the Purchaser reasonably informed as to the progress of construction, meterid modifications in cost estimates, and expected plant completion date.
- 4. Operation and biaintenance of the Unit.
Vermont Yankee will operate and maintain the Unit in accordance with good utility practice under the circumstances and all applicable law, including the applicable provisions of the Atomic Energy Act of 1954, as amended, and of any licenses issued thereunder to Vermont Yankee Within the limits imposed by good utility practice under th circumstances and applicable law, the Unit will be operated at its maximum capability and on a long hour use basis.
Outagcc for inspection, maintenance, refueling and repairs and replacements will be scheduled in accordance with good utility practice and insofar as practicable shall be mutually agreed upon by Vermont Yankee and the Purchaser. In the event of an outage, Vermont Yankee will use its best efforts to restore the Unit to service as prou.puy as practicable.
- 5. Purchaser's Entitlement.
The Purchaser will, throughout the term of this contract, be entitled and obligated to take its entitlement percentage of the capacity and net electrical output of the Unit, at whatever level the Unit is operated or operable, whether more or less than 540 megawatts electric.
- 6. Deliveries and Afetering.
The Purchaser's entit!cment percentege of the output of the Unit will be delivered to and accepted by it at the step-up substation at the site. All deliveries will be made in the form of 3-phase,60 cycle, alternating current at a nominal voltage of 345,000 volts. The Purchaser will make its own arrangements for the transmission ofits entitlement percentage of the output of the Unit.
Vermont Yankee will supply and maintain all necessary metering equipment for dstermining the quantity and conditions of supply of deliveries uader this contract, will make appropriate tests of such equipment in accordance with good utility practice and as reasonably requested by the Purchaser, and will maintain the accuracy of such equipment within reasonable limits. Vermont Yankee will furnish the Purchaser with such summanes of meter readings as the Purchaser may reasonably request.
7, Payment With respect to each month commencing prior to the plant completion date, the Purchaser will pay Vermont Yankee at the rate of 4 mills per ki'owatt hou:, for the Purchaser's entitlement percentage of the net electrical output (if any) of the Unit during the pm alar month.
With respect to each month commencing on or after the plant completion date or, in the case of payments under clause (b) below, commencing on or after the date authorized by FERC, the Purchaser will pay Vermont Yankee an amount equal to the Purchaser's entitlement percentage of the sum of (a)
Vermont Yankee's total fuel costs for the month with respect to the Unit, plus (b) the Total Decommissiocing Costs for the month with respect to the Unit, plus (c) Vermont Yankee's total operating expenses for the month with respect to the Unit, plus (d ) an amount equal to one-twelfth of the composite percentage for such month of the net Unit investment as most recently deter nined in accordance with this Section 7.
" Composite percentage" shall be computed as of the plant completion date and as of the last day of each month thereafter (the " computation date") and for any month the composite percentage shall be 3
that computed as of the most recent computation date. " Composite percentage" as of a computation date 2
shall be the surt of (i) the equity rercentage as of such date multiplied by the p:rcentage which equity investment as of such date is of the total capital as of such date; plus (ii) the stated interest rate per annum
,of each principal amount of indebtedness bearing a particular rate of interest outstanding on such date for amey borrov/ed irom other than snonsors muhiplied by the percentage which such principal amount is of total capital as of such date.
" Equity percentage" as of any date shall be eight and one-half percent (8 M9 ) or such greater percentage, if any, as shall be obtained by dividing (a) the sum of(i) twelve and one-quarter percent (12.259 ) multiplied by common stock equity investment as of such date plus (ii) the stated dividend rate per annum of each issue of preferred stock bearing a particular disidend rate outstanding on such date multiplied by the aggregate par 3
value of said issue, by (b) equity investment as of s ich date.
" Common stock equity investment" as of any date shall consist of eg,ity investment as of such date less the aggregate par value of all issues of preferred <tock outstanding on such date.
" Equity investment" as of any date shall consist of not less than the sum of(i) all amounts theretofore paid to Vermont Yankee for all capital stock theretofore issued (taken at the total par value thereof plus the total of all amounts in excess of such par value paid thereon); plus all capital contributions, loans and advances theretofore made to Vermont Yankee by its sponsors,less the sum of any amounts distributed by Vermont Yankee to its sponsors or stockholders in the form of stock reporchases or redemptions, return of capital or repayments of loans and advances; plus (ii) any credit balance in the capital surplus account (not iucluded under (i)) and in earned surplus account on the books of Vermont Yankee as of such date.
" Total capital" as of any dst: shall be the equity investment plus the total of all ndebtedness then outstanding for money borrowed fnm other than Vermont Yankee's sponsors.
" Uniform System" shall mean the Uniform System of Accounts prescribed ! y the Federal Power Commission for Class A and Class B Public Utilities and Licensees as in effect on the date of this contract and as said System may be hereafter amended to take account of private ownership of special nuclear material.
Vermont Yankee's " fuel costs" for any month shall include (i) amounts chargeable in accordance with the Uniform System in such month as amortization of costs of fuel assemblies and components and burn up of nuclear materia!s for the Unit; plus (ii) all other amounts properly chargeable in accordance with the Uniform System to fuel costs for the Unit less any applicabre credits thereto; plus (iii) to the extent not so chargeable, all payments (or ectuals therefor) with respect to lease obligations incurred in connection with such fuel assemblies and components, including nucicar materials, for the Unit.
Vermont Yankee's " operating expenses" shall include all amounts properly chargeable to operating expense accounts (other than such amounts which are included in Vermont Yantee's fuel costs),less any applicable credits thereto,in accordance with the Uniform System; provided, however, that for purposes of this contract, the accrual of depreciation as an operating expense shall commence on the plant completion date at the rate of 3.846% per annum, whether or not the Unit is then in operation, and during each of the first 26 years after the plant completion date, the amount included in operating expenses on account of depreciation accruals ( and amortitation, if any, of property losses) shall in no event be less than 3.846% of the excess of:
(a) the amount properly chargeable at the plant completion date in accordance with the Uniform Systcm to electr,c plant accounts (including construction work in progress) with respect to the depreciable portion of the Unit (or, if the plant completion date is prior to the commercial operation date and the amount so chargeable with respect to the depreciable portion of the Unit on the commercial operation date is greater than it was on the plant completion date, then such greater amount),
over (b) the amoum of net available cash.
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The " net Unit investment" shall consist, in each case with respect to the Unit, of (i) the anregate amount properly chargeable at the titae in accordance with the Uniform System of Vermont Yankee's electric plant acmunts (including construction work in progress), less the sum of (x) the aligregate-minimum amount required by this Section 7 to be included in operating expenses from the plant completion date to the date in question on account of depreciation accruals (and amortization, if any, of property losses) reduced by the aggregate of all amounts charged during such period against the accumukted provision for depreciation plus (y) the amount of net available cash; plus (ii) the aggregate amount properly chargeable at the tirne in accordance with the Uniform System to accounts representing fuel assemblics and components (including nuclear materials) and other materials and supplies, less the balance,if any, at the time of the accumulated amortization thereof; plus (iii) such reasonable allowances for prepaid items and cash working capital as may from time to time be determined by Vermont Yars u tiowever, fo.wrposes of this contract, the net amount included at any date after the plant completion date in net Unit investment under clause (i) of the immediately preceding sentence shall in no event be less than thi execss of:
(a) the amount properly chargeable at the plant completion date in accordance with the Uniform System to elsctric plant accounts (including construction work in progress) with respect to the Unit (or,if the plant completion date is prior to the commercial operation date and the amcunt so j
chargeable with respect to the Unit on the commercial operat on date is greater than it was on the i
plant completion date, then ssch greatet amount),
over (b) the sum of(x) the aggregate minimum amount required by this Section 7 to be included in operating experses from the plant completion date to the date in question on account of depreciation accruals (and amortization, if any, of property losses) plus (y) the amount of net available cash.
The net Unit investment shall be determined as of the plant cornpletion date and thereafter as of the commencement of och calendar year, or, if Vermont Yankee elects, at more frequent intervals.
" Net available cash" rneans, at any date as of which the amount thereof is to be determined, the excess of(a) the,ggregate amount received by Vermont Yankee after the plant completion date and prior to two years before the determination date as insurance proceeds on account ofloss or damage to the Unit or as the proceeds of a sale or condemnation of a portion of the Unit, our (b) the aggregate smount expended after the plant completion date and pnor to the determination date on account of rebuilding, repairs, replacements and additions to the Unit, provided that insurance proceeds received with respect to a particu!ar loss shall be taken into account for purposes of the foregoing computation only if the amount recaived with respect to the loss exceeds $150,000
" Total Decommissioning Costs" for any month shall mean the sum of (x) an amount equal to all accruals in such month to any reserve, as from time to time established by Vermont Yankee and approved by its board of directors, to provide for the ultimate payment of the Decommissioning Expenses of the Unit plus (y) Demmmissioning Tax Liability for such month, it is understood (i) that such funds may be held by Vermont Yankee or,if required, by an independent trust or other separate fund, as determined by said bo.rd of directors, (ii) that, upon compliance with Section 20 hereof, the amount, custody and/or timing of such accruals may from time to time during the term hereof be modified by said board of directors in its discretion or to comply with applicable statutory or regulatory requirements or to reflect changes in the amount, custody or timing of anticipated Decommissioning Expenses, and (iii) that the use of the term 'to demmmission* herein encon passes complir ice with all requirements (other than those relating to spent nucle:r fuel) of the Nuclear Regulatory Commission or its successors (NRC) for permanent cessation of operation of a nuclear facility.
" Decommissioning Expenses" shall include:
(1) All costs and expenses of removing the Unit fror.1 service, including without limitation, dismantling, mothballing, removing radioactive material (excluding spent nuclear fuel) to temporary W
and/or permanent storage sites, decontaminating, restoring and st;persising the site, and any costs 3
and espenses incurred in connection with proceedings before governmental regulatory authorities relating te any authorization to decommission the Unit or remove the Unit from service:
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(2) All msts of labor and services, whether directly or indirectly incurred, including without limitation services of foremen, inspectors, supervisors, surveyors, engineers, security personnel, munvl and acmuntants, performed or rendered in connection with the decommissioning of the Unit and the removal of the Unit from service, and all costs of matenals, supplies, machinery, construction equipment and apparatus acquired or used (including rental charges for machinery, equipment or apparatus hired) for or in connection with the decornmissioning of the Unit at,d the removal of the Unit from service, and all administrative costs, includmg senices of counsel and financial advisers, of any appbcable independent trust or other separate fund; it being understood that any amount, excleuve of proceeds of insurance, realized by Vermont Yankee as salvage on any machinery, construction equipment and apparatus, the cost of which was charged to Decommissioning Expense, shall be treated as a reduction of the amounts otherwise chargeable on account of the costs of decommiuioning of the Unit; and (3) All overhead costs applicable to the Unit during its decommissioning period, including, without limiting the generahty of the forcroing, taxes (other than taxes on or in r spect ofincome),
licenses, encises and aucuments, casualties, surety bond premiurns and insurance premiumt "Decomminioning Tax Liability" for any month shall be an amount established by Vermont Yankee and approved by its board of directors to meet possible income tax obligations, which amount shall not esceed. the amount to be included in the clause (x) portion of Total Decommissioning Costs for such month multiplied by a fracthn whose numerator is equal to the combined highest statuton Federal and state marginal income tax rate and whose denominator is equal to one minus the combined highest statutory Federal and state margin 21 income tax rate. Vermont Yankee will use its best efforts to obtain as promptly as possible favorable tax treatment of the payments for Total Decommissioning Costs hereunder so that Decommissioning lax Liability may be minimit.ed.
Without hmiting the generahty of the foregoing, amounts expended or to be paid with respect to decommimoning of the Unit or removal of the Unit from service shall constitute part of the Decomminioning Espenses if they are, or w hen paid will be, either (i) properly chargeable to any account related to decommissioning of a nuclear generating umt in accordance with the Uniform Systern or generally accepted accounting principles as then in effect, or (ii) properly chargeable to decomminioning of a nuclear generating umt in accordance with then apphcable regulations of the NRC or the Federal Energy Regulatory Comminion or its succenors (FERC) er any otier regulatory agency having jurndiction.
Vermont Yankee will bill the Purchaser, as soon as practicable after the end of cash month, for all amounts payable by the Purchaser with respect to the particular n onth. Such bills will be rendered in such detail as the Purchaser may reasonably request and may be rendered on an estimated basis subject to corrective adjustments in subsequent billmg periods. All bills shall be paid in full within 10 days after receipt therrof by the Purchaser.
1A. Daomn inioning l'und.
Vermont Yankee agrees to cause an appropriate decomminioning fund to be established in accordance with applicable regulatory requirements. It is anticipated that FERC may require an independent trust or other separate fund to be created which will hase the neceuary powers to hold and invest all funds collected for the decommisuoning of the Unit and to disburse the same to pay, or to reimburse Vermont Yankee for, such costs when actually incurred for decommioioning of the Unit or removal of the Unit from service. If dunng the term of such trust or fund federal or state legislation or regulations are promulgated which so permit or require, or an alternatise entity is created fer funding decommissioning of the Unit, such trust will have the authority, with the concurrence of Vermont Yankee, to transfer its trust estate to such newly authorized entity for the purpose of providing for the decomminioning of the Umt or removal of the Unit from Ervice.
Vermont Yankee agrees to pay to, or cause to be paid to, said decommisuoning fund or trust all funds wilected hereunder for the express purpose of decomminioning the Unit or removing the Umt from i
service and funhet agrees that, after the tax rensequences of decommissioning collections have been resolved, any funds collected hereunder to meen Decommissioning Tax Liability which are not used for that purpose will be refunded to Purchaser.
- 8. Make up Term and Option Term.
(a) The Purchaser may elect to extend the contract term by written notice to Vermont Yankee upon the'following conditions and for the following period or periods:
(i) in the event that the Unit is not in commercial operation on the plant completion date, the contract term may be extendcJ for a period equal to the number of consecutive days by which commercial operation is delayed beyond the plant completion date; and (ii) if at any time after the commencement of commercial operation no deliveries are made under this contract for a period of at least 120 consecutive days, the contract may be extended for a period equal to the aggregate of such periods during which no deliveries were made.
If the term of the contract is extended pursuant to the provisions of this subsection (a), all of the contract provisions shall remain in effect for the extended term.
(b) Upon expiration of the initial term of this contract or upon expiration of the term as extended in accordance with subsection (a) of this Section 8, the Purchaser shall continue to be entitled, at its option, to its entitlement percentage of the capacity and output of the Unit upon terms at least as favorable as those obtained by any other person.
9, Cancellation of Contract.
If deliveries cannot be made to the Purchaser because either (i) the Unit is damaged to the extent of being completely or substa-tiativ :ompletely destroyed, or (ii) the Unit is taken by exercise of the right of eminent domain or a similar right or power, or (iii) (a) the Unit cannot be used beuuse of contamination, or because a necessary license or other necessary public authorization cannot be obtained or is revoked, or because the utuization of such a license or authorizatior. is made subject to specified conditiens which inre not met, and (b) the situation cannot be rectified to an extent which will permit Vermont Yankee to make deliveries to the Purchaser from the Unit; then and in any such case, the Purchaser may carrel the provisions of this contract, except that in all cases other than those described in clause (ii) above, the provisions relating to the payment of Total Decommissioning Costs shall, whether or not the Unit is operated or operable and notwithstanding any earlier termination of the service life of the Unit, remain in full force and effect until December 31,2002 or the completion of decommissioning, whichever is earlier. Such cancel'ation shall be effected by written notice given by the Purchaser to Vermont Yankee. In the event of such cancellation, all continuing obligations of the parties other than the obligations relating to the payment and application of Total Decommissioning Costs to the extent excluded from such cancellation by the second preceding sentence, but including the Purchaser's obligations to continue payments pursuant to clauses (a), (c) and (d) of the second paragraph of Section 7 hereof, shall cease forthwith. Any dispute as to the Purchaser's right to cancel this contract pursuant to the foregoing provisions shall be referred to arbitration in accordance with the provisions of Section 12.
Notwithstanding anything in this contract elsewhere contained, the Purchaser may cancel this contract or b' relieved of its obligations to make payments hereunder only as provided in the next preceding paragraph of this Section 9.
Further, if for reasons beyond Vermont Yankee's reasonable control, deliveries are not made as contemplated by this contract, Vermont Yankee shall have no liability to the Purchap r on acrount of such non delivery.
6
l0, insurance.
Prior to the first shipment of fuel to the plant site, Vermont Yankee will obtain, and thereafter will a.t all times maintain, insurance to cover its "public liability" for personal injury and property damage resulting from a " nuclear incident" (as thosc terms are defined in the Atomic Energy Act of 1954 as amended), with limits not less than Vermont Yankee may b; required to maintain to qualify for governmentalindemnity under said Act and shall execute and maintain an indemnifica' ion agreement with the Atomic Energy Commission as provided by said Act. Vermont Yankee will also at all times maintain such other ty pes ofliability insurance, including workmen's compensation insurance, in such amounts, as is customary in the case of other similar electrie utility companies, or as may be required by law.
Vermont Yankee will at all times keep insured such portions of the Unit (other than the fuel assemblies and components, including nuclear materials) as are of a character usually insured by electric utility companies similarly situated and operating like propertie, against the risk of a " nuclear incident" and such other risks as electric utility companies, similarly situated and operating like propenies, usually insure against; and such insurance shall to the extent available be carned in amounts sufficient to prevent Vermont Yankee from becoming a co insurer Vermont Yankee will at all times keep its fuel assemblies and components (including nuclear materials) insured against such risks and in such amounts as shall,in the opinion of Vermont Yankee, provide adequate protection.
I I. A udit.
Vermont Yankee's books and records (including metering records) shall be open to reasonable inspection and audit by the Purchaser.
I2. Arbstration.
In case any dispute shall arise as to the interpretatiori or performance of this contract which cannot be settled by mutual agreement, such dispute shall be submitted to arbitration. The parties shall if possible agree upon a single arbitrator. In case of failure to agree upon an arbitrator within 15 days after the deinery by either party to the other of a written notice requesting arbitration, either party may request the American Arbitranon Association to appoint the arbitrator. The arbitrator, after opportunity for each of the parties to be heard, shall consider and decide the dispute and notify the parties in writing of his decnion. Such decision shall be bmding upon the parties, and the expenses of the arbitration shall ne borne equally by them.
11 Regulation
't hn contrae, and all rights, obligations and performance of the parties hereunder, are subject to all appheable state ai d federal law and to all duly promulgated orders and other duly authonted action of governmental authuity having jurisdiction in the premises.
- 14. A nignment.
~1hn contract shall be binding upon and shall inure to the benefit of, and may be performed by, the successors and auigns of the parties, except that no assignment, pledge or other transfer of this contract by either party shall operate to release the assignor, pledgor or transferor from any ofits obligations under this contract unless consent to the release is given in wnting by the other party, or, if the other party has theretofore auigned, pledged or otherwise transferred its interest in this contract, by the other party's auignec, pledgee or transferee, or unten such transfer is incident to a merger or consohdation with, or transfer of all or substantially all of the assets of the transferor to, another sponsor w hich shall, as a part of such succession assume all the obligations of the transferor under this contract.
I5. Right of SetotT.
The Purchaser shall not be entitled to set off against the payments required to be made by it under this contract (i) any amounts owed to it by Vermont Yankee or (ii) the amount of any claim by it against 7
Vermont Yankee. However, the foregoing shall not afect in any other way the Purchaser's right and V:
W remedies with remect to any such amounts omed to it by Vermont Yankee or any such claim by i against
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Vermont Yankee.
I6. Interpretation.
The interpretation and performance of this contract shall be in accordance with and controlled ',
law of the State of Vermont.
- 17. Addresses.
Q Except as the parties may otherwise agree, any notice, request, bill or other communication fro 3+
m,.
party to the other, relating to this contract, or the rights, obligations or performance of the parties hereunder, shall be in writing and shall be cKective upon delivery to the other party. Any such
- communication shall be considered as duly delivered when delivered in pcrsorror mailed by registered or certified mail, postage prepaid, to the respective post office address of the other party shown following the signatures of such other party hereto, or such other address as may be designated by written notice given as provided in this Section 17.
I8. Corporate Obligations.
This contract is the corporate act and obligation of the parties hereto, and any claim hereunder against any stockholder, director or officer of either party, as such, is expressly waived.
I9. Alll*rior Agreements Supersedea.
This contract represents the entire agreement between ua relating to the subject matter hereof, and all previous agreements, discussions, communications and correspondence with respect to the subject matter are hereby superseded and are of no further force and cKect.
- 20. Amendments Upon authorir.ation by Vermont Yankee's board of directors of uniform amendments to all the sponsor power contracts, Vermont Yankee shall have the right to amend the provisions of Section 7 hereof insofar as they relate to the amounts collectible by Vermont Yankee pursuant to clauw (b) of the second
. paragraph of Section 7 hereof or to the timing of such collections by serving an appropriate statement of such amendment upon the Purch~ct and filing the same with FERC (or such other regulatory agency as may have jurisdiction in the premises) in accordance with the provisions of applicable laws and any rules and regulations thereunder, and the amendment shall thereupon become efective on the date specified therein, subject to any suspension order duly issued by such agency. All other amendments to this contract shall be by mutual agreenient, evidenced by a written amendment signed by the parties hereto.
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IN Wl1NLM WHIRior, the parties have executed this contract by their respective omeers thereunto duly authorized as of the date first above written.
VIRMONT YANKI1. Norti AR POwnR E'
CORPORATION By AtstRT A. CRn President 77 Grove Street Rutland, Vermont 05701
( Purchaser)
Ily -
1 (Officer and Title)
( Addres:)
i I
J 9
4 APPENDIX Separate Power Contracts and amendments thereto have been entered into, identical in form with the foregoing escept as to the execution thereof and except that on page I the names of the respective Purchasers were insened.
The original Power Contracts were executed by the respective parties thereto, as follows:
VinMON1 YANaiL NUri t An Powin PUstic Stavict COwPANY Or Con POn AliON Nrw HAwPsHint Hy At stai A. Catt By W. C. TAILM AN Its President its President
)
77 Grove Street 1087 Elm Street Rutland, Vermont 05701 Manchester. New Hampshire M105.
CtNinAL VinuONT PUsuc Sinvict THr H AntrunD EttcT. le LIGHT
- C(aronAtiON COMPANY Hy At sent A, Cas t By C. L Dianten its Chairman its President 77 Grove Street P.O. Box 2370 Rutland, Vermont 05701 Hartford, Connecticut 06101 l
l Gas t N MOUNTAIN POWlR WL511.kN M ASSAcHUstTis ELLeinic COnron AttoN COMPANY Hy Gl.i.N M. McKinBIN By PAut H. MlHaTENS Its President its President i Main Street 174 Brush Hill Avenue Burlington, Vermont 05401 West Springfield, Massachusetts 01089 Niw Ti NULAND POWIR COMPANY MONTAUP EttcTasc COMPANY By R. LuGH FerrGin At.D By ROPini F. DINNIE lts Financial Vice President its Vice President 441 Stuart Street P.O. Box 391 Boston, Massachusetts Fall River, Massachusetts 02722 THL CONNicllctH EiOHT AND CAMBnIDGE EttcTalc EIGHT Powan COMPANY COMPANY By PAUL V. H AYTM N Hy JOHN F. Rich lts President its President Post Omce iku 2010 130 Austin Street Hartford, Connecticut 06101 Cambridge, Massachusetts 02139 CLNTRAL M AINE POwta COMPANY By WLt. Au H. DUNH AM lts President 9 Green Street Augusta Maine 04330 10