ML20206J922
| ML20206J922 | |
| Person / Time | |
|---|---|
| Site: | Byron, Braidwood, 05000000 |
| Issue date: | 04/06/1987 |
| From: | Olshan L, Stevens J Office of Nuclear Reactor Regulation |
| To: | Office of Nuclear Reactor Regulation |
| References | |
| NUDOCS 8704160211 | |
| Download: ML20206J922 (61) | |
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April 6, 1987 Docket Nos. 50-455, DISTRIBUTION 50-456 dEEEEETiTe-i L. Olshan and 50-457
'NRCPDR
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J. Stevens Local PDR S. Varga PD#3 Rdg.
E. Jordan LICENSEE:
Commonwealth Edison Company B. Grimes ACRS(10)
E. Chan W. Lambe FACILITIES:
Byron Station, Unit 2 and Braidwood Station, Units 1 and 2 G. Johnson J. Scinto
SUBJECT:
MEETING
SUMMARY
- TRANSFER OF 0WNERSHIP 0F BYRON STATION, UNIT 2 AND BRAIDWOOD STATION, UNITS 1 AND 2 On March 18, 1987, a meeting was held in Bethesda, Maryland to discuss Commonwealth Edison's proposal to transfer ownership of Byron 2 and Braidwood I and 2.
Members of the NRC, the licensee,. the licensee's attorney (Isham, Lincoln & Beale) and the public were present. Attendees are listed in.
The licensee's attorney explained that tha licensee intends to transfer ownership of the three units to a wholly-owned subsidiary of Commonwealth Edison. However, Comonwealth Edison will retain responsibility for construction, maintenance and operation of the units. Details of the transfer are provided in a settlement agreement that has already been agreed to by several parties. This agreement was previously sent to the NRC on February 12, 1987 A brief description of this agreement was distributed at the meeting (Enclosure 2). Copies of the four agreements that will be entered into between Commonwealth Edison and its subsidiary were also distributed at the meeting (Enclosure 3).
The licensee would like the NRC to complete its review and issue the license amendment by July 1, 1987. The NRC stated that in order to facilitate this schedule, the amendment application should be submitted in the near future and should be as ccmplete as possible. Matters raised by the NRC staff during the meetina, including financial and anti-trust matters, should be addressed.
Further details of the meeting can be found in the transcript that was taken.
Contact the Project Manager for details on obtaining a copy of the transcript.
A Leonard N. Olshan, Project Manager Janice A. Stevens, Project Manager Project Directorate #3 Project Directorate #3
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Division of PWR Licensing-A Division of PWR Licensing-A j
cc: See next page PD#3 PD#3 L01shan JSte ens 4/7 /87 4/6/87 8704160211 870406 PDP ADOCK 05000455 P
Mr. Dennis L. Farrar Commonwealth Edison Company Byron /Braidwood cc:
Mr. William Kortier Dr. Bruce von Zellen Atomic Power Distribution Department of Biolooical Sciences Westinghouse Electric Corporation North'ern Illinois University Post Office Box 355 DeKalb, Illinois 61107 Pittsburgh, Pennsylvania 15230 Joseph Gallo, Esq.
U. S. Nuclear' Regulatory Connission Isham, Lincoln & Beale Byron / Resident Inspectors Office 1150 Connecticut Ave., N.W.
4448 German Church Road Suite 1100 Byron, Illinois 61010 Washington, D. C. 20036 Ms. Diane Chavez C. Allen Bock, Esquire 528 Gregory Street Post Office Box 342 Rockford, Illinois 61108 Urbana, Illinois 61801 Mrs. Phillip B. Johnson Thomas J. Gordon, Esquire 1907 Stratford Lane Waaler, Evans & Gordon
-Rock /ord, Illinois 61107 2503 S. Neil Champaign, Illinois 61820 Douglass Cassel, Esq.
109 N. Dearborn Street Ms. Bridget Little Rorem Suite 1300 Appleseed Coordinator Chicago, Illinois 60602 117 North Linden Street Essex ~ Illinois 60935 Ms. Pat Morrison 55B8 Thunderidge Drive Mr. Edward R. Crass Rockford, Illinois 61107 Nuclear Safeguards and Licensing Division David C.. Thomas, Esq.
Sargent & Lundy Engineers 77 S. Wacker Drive 55 East Monroe Street Chicago, Illinois 60601 Chicago, Illingis 60603 Elena Z. Kezelis, Esq.
1 U. S. Nuclear Regulatory Commission Isham, Lincoln & Beale Resident Inspectors Office Three First National Plaza RR#1, Box 79 Suite 5200 Braceville, Illinois 60407 Chicago, Illinois 60602 T
S
. Byron /Braidwood cc:
Regional Administrator U. S. NRC, Region III 799 Roosevelt Road Glen Ellyn, Illinois 60137 Mr. Charles D. Jones, Director Illinois Emergency Services and Disaster Agency 110 East Adams Street Springfield, Illinois 62706 Ms. Lorraine Creek Rt. 1, Box 182 Manteno, Illinois 60950 Mr. Michael C. Parker, Chief Division of Engineering Illinois Department of Nuclear Safety 1035 Outer Park Drive Springfield, Illinois 62704 Michael Miller Isham, Lincoln & Beale One First National Plaza 42nd Floor Chicago, Illinois 60603 George L. Edgar Newman & Holtzincer, P.C.
1615 L Street, N.W.
Washington, D.C.
20036 e
ENCLOSt:RE 1 PEETING ATTENDEES - TRANSFER OF OWNERSHIP BYRON 2 AND BRAIDWOOD 1 AND 2 NRC Commonwealth Edison 4
E. Chan K. Ainger W. Lambe D. Farrar G. Johnson S. Hunsader
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L. 01shan Isham, Lincoln & Beale J. Scinto*
J. Gallo J. Stevens M. Miller Other W. Cochran, Gannett News Service R. Guild, BPI W. Koch, Small Newspaper Group
- Part-time attendance J
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ENCLOSURE 2 MEMORANDUM DESCRIPTION OF SETTLEMENT AGREEMENT BETWEEN COMMONWEALTH EDISON COMPANY AND CERTAIN GOVERNMENTAL ENTITIES AND INDUSTRIAL USERS OF ELECTRICITY IN ILLINOIS AS IT RELATES TO THE CONSTRUCTION AND OPERATION OF BYRON UNIT 2 AND BRAIDWOOD UNITS 1 AND 2 On February 3, 1987, a Memorandut of Understanding was executed by Commonwealth Edison Company
(" Edison"), the Governor and Attorney-General of Illinois, the Governor's Office of Consumer Services, the State's Attorney of Cook County, the Illinois Small Business Utility Advocate and the Illinois Industrial Energy Consumers Group.
A principal purpose of the Memorandum is to resolve and avoid controversies and litigation that had arisen, or that were likely to arise, concerning the completion of Edison's Braidwood nuclear generating units 1 and 2, and the rate-basing of the Braidwood Units and Edison's Byron Unit 2 (collective the " Units").
Several consumer groups had claimed that the Units would add as much as 40% to 95% to Edison's present rates, whereas the Company had determined that under traditional ratemaking it would be entitled to request a rate increase of approximately 27%.
The Company's conclusion that the issues surrounding completion and rate treatment of the Units could be addressed better through a negotiated settlement rather than litigation and the traditional ratemaking process led to a series
. of discussions and negotiations with the parties who eventually became signatories to the Memorandum and, ultimate,1y, to execution of the Memorandum.
The Memorandum provides generally for a one-time increase in rates of about 13%
(9.6% net of fuel savings) effective July 1, 1987, with a five year rate " freeze" thereafter.
Pursuant to the Memorandum of Understanding, Edison will transfer ownership of the Units to a wholly-owned subsidiary (the
" Subsidiary").
It will own the facilities, but will have no personnel responsible for construction or operation of the facilities.
Despite the transfer of ownership, Edison will continue to be an NRC licensee with, respect to the Units, al.'. the
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operating license for Byron 2 and Braidwood 1 and the construction permit for Braidwood 2 will be amended to include the Subsidiary as a co-licensee.
The Memorandum specifies the terms and conditions under which Edison will have access to the power and energy generated by the Units, the price that Edison will pay for such power and energy, the rate effects on Edison's retail customers, and other related matters.
Edison's obligations under the Memorandum are dependent upon, inter alia, NRC approval of the Subsidiary becoming a co-licensee with respect to the Units.
A number of other separate agreements between Edison and the Subsidiary prescribe the specific terms pursuant to which the Units will be constructed, operated, maintained and decommissioned.
These agreements, which are the Facilities Transfer, Construction and Operating, Financing and Power Supply Agreenents, contain provisions which assure that the Units will be e
, constructed, operated, maintained and decommissioned in accordance, and otherwise comply fully,. with all applicable NRC requirements.
Those provisions are described more fully herein.
Moreover, both Edison and the Subsidiary are willing to make such commitments as the NRC may consider neces'sary to assure full compliance with the Byron 2 and Braidwood 1 operating licenses and the Braidwood 2 construction permit.
As mentioned, ownership of the Units will be transferred by Edison to the Subsidiary.
Ownership of the Byron Station 1
facilities common to Units 1 and 2 will remain with Edison, but will be made available to the Subsidiary when and as required for operation, maintenance, retrofit, or, retirement and decommissioning of By;'on Unit 2.
The conveyance of ownership will include the amendment of Edison's NRC licenses to make Edison and the Subsidiary co-licensees, so as to give the subsidiary title to, and the right to complete construction of and operate through Edison as its agent, the Units.
The conysyance is specifically subject to a reservation to Edison of such rights as may be necessary or appropriate to enable Edison, as the co-licensee, to comply with all NRC requirements including the authority to 4
exclude persons from the premises conveyed to the Subsidiary so as to meet NRC security, emergency planning and radiation protection requirements as described in Section 2.1 of the Safety Evaluation Reports for Byron (February, 1982) and Braidwood (December, 1983).
Under the Facilities Transfer Agreement, Edison has agreed to provide the NRC with such assurances and guarantees as it may l
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require in connection with the conveyance of the Units to the Subsidiary.
Under the Construction and Operating Agreement, Edison agrees to complete and operate the Units, as agent for the Subsidiary.
More specifically, Edison ag'rees to complete the construction of Braidwood 2 as soon as is commercially feasible in accordance with the construction permit issued by the NRC.
Edison assumes the obligation to make such contracts, agreements and modifications to existing contracts and take such other actions as it considers necessary or appropriate to complete the construction of Braidwood 2 and to prepare all Units for commercial service.
Edison is responsible for making arrangegents for the payment of all costs and obligations incurred in connection with these activities.
As agent, Edison is also obligated to operate and maintain the Units in accordance with the terms of the applicable NRC operating licenses, taking all steps which it considers necessary or appropriate for that purpose, including, but not limited to, (a) manning the Units with its own employees, (b) making and modifying contracts with third parties, (c) securing and keeping in effect all necessary licenses and other governmental authorizations, (d) preparing and maintaining reports and records required by governmental authority or as may be necessary or appropriate to properly account for the costs and expenses of operation and maintenance of the Units, (e) providing purchasing, engineering and other support services associated with the operation of the Units, (f) procuring and maintaining such
. liability and property insurance as may be required by law or may 4
be otherwise considered to be desirable by Edison and (g) providing off-site electrical power to the Units as described in Section 8.2 of the Safety Evaluation Reports for Byron (February, 1982) and Braidwood (December, 1983).
Edison is responsible for making arrangements for the payment of all costs and obligations incurred in connection with the operation and maintenance of the Units, including but not limited to, all costs associated with materials and supplies inventories used for the Units and the disposal of nuclear fuel used in the Units, irrespective of the identity of the owner of such fuel.
Edison is also obligated to construct any needed replacements, modifications, additions, retrofits or similar improvements to the Units, whether required before or after completion of the Units, and shall retire and decommission the 1
Units upon the expiration of their useful lives.
Edison is responsible for making arrangements for payment of all costs and obligations incurred after the in-service date, in connection with the construction of any needed replacements, modifications,
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additions, retrofits or similar improvements with respect to the Units.
The Subsidiary is required at all times to provide Edison, its employees, independent contractors and other authorized invitees access to the Units for such purposes as Edison, in its sole discretion, considers appropriate, including access to the NRC to assure compliance with NRC regulations.
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Although Edison may terminate the Construction and t
Operating Agreement under prescribed circumstances relating to the Subsidiary's insolvency or inability to perform, such termination does not relieve Edison of any obligation it has as the co-holder of the operating licenses for the Units o'r as otherwise may be imposed on Edison by the NRC or by operation of law with respect to safety of construction, operation, maintenance, shut-down or decommissioning of the Units.
The Construction and Operating Agreement specifically provides that nothing in that Agreement shall operate to limit any obligation Edison may have as an NRC licensee, or as otherwise may be imposed on Edison by the NRC or by operation of law with respect to the gafety of construction, operation, maintenance, shut-down or decommissioning of the Units.
The Subsidiary is obligated to reimburse Edison for costs incurred by Edison in constructing, operating and maintaining the Units.
During at least the first five years of operation of the Units, power from the Units will be sold to Edison and the revenues from those sales will be the Subsidiary's sole source of income.
In the event the Subsidiary is required to make expenditures in excess of the reevenues it receives from these sales, Edison will provide funds to the Subsidiary pursuant 4
to the Financing Agreement.
Funds provided pursuant to this Agreement may be used by the Subsidiary only to permit it to comply with obligations it may have with respect to safe construction, operation, maintenance, shut-down or decommissioning of the Units.
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The Memorandum of Understanding contemplates that the NRC will process the necessary amendments to the Operating Licenses and Construction Permit by July 1, 1987.
Other necessary approvals by the Illinois Commerce Commission and other federal agencies are expected by that date.
A contested proceeding regarding the reasonableness of the settlement is underway at the Illinois Commerce Commission.
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ENCLOSURE 3 FACILITIES TRANSFER AGREEMENT Commonwealth Edison Company (" Edison") and
(" Subsidiary") hereby agree as follows:
1.
The conveyance of facilities which is the subject of this Agreement takes place in implementation of a Memorandum of Understanding among commonwealth Edison Company, the Governor of the State of Illinois, the Attorney General of the State of Illinois, the State's Attorney of Cook County, the Governor's Office of Consumer Services, the Small Business Utility Advocate, and certain industrial customers of Commonwealth Edison Company who are party intervenors in a proceeding *before the Illinois Commerce Commission bearing the Docket No. 86-0249.
The Memorandum of Understanding entered into by the above parties conte = plates the settlement of a variety of contested proceedings before the Illinois Commerce Commission and the courts in which the continued construction of Braidwood Unit 2 is at issue as well as the rates which Edison will charge.
The agreement contemplates the conveyance of the facilities commonly known as Byron Unit 2 and Braidwood Units 1 and 2 (collectively, the " Units") to subsidiary.
Subsidiary's rates will be regulated by the Federal Energy Regulatory Commission.
A rate increase of approximately
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13% in Edison's retail base rates with a five-year moratorium on rate increases thereafter is also provided for.
Accordingly, Edison will convey the Units to Subsidiary.
The real estate and facilities constituting the Units are more particularly described Exhibit A
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in Appendix 1.
The conveyance shall be effective as of July 1, 1987, or such later date as may be specified by Edison.
In the case of Byron Unit 2 such conveyance shall include.an easement fer
(( the continued operation and maintenance of that Unit on the Byron i
Station Site described in Appendix 1.
2.
The conveyance will be evidenced by suitable quitclaim deeds and such bills of sale and other documents as Subsidiary may reasonably require.
Where appropriate, such
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documents shall reflect the fact that the Units are and will remain subject to the lien of the mortgage securing Edison's first mortgage bonds.
Such conveyance shall be subject to a reservation' to Edison of such rights as may be necessary or appropriate, to enable Edison, as an NRC licensee, to com* ply with all NRC requirements, including the authority to exclude persons from the premises conveyed to Subsidiary so as to meet NRC security, emergency planning and radiation protection requirements as described in Section 2.1 of the Safety
- Evaluation Report issued by the Nuclear Regulatory Commission ("NRC") for Byron dated i
February, 1982, and the Safety Evaluation Report for Braidwood l
dated Decemb.er, 1983.
Such conveyance shall also be subject to a reservation to Edison of such rights as may be necessary or appropriate to enable Edison to continue to operate and maintain facilities on the Braidwood Station Site described in Appendix 1, which will not be conveyed to subsidiary.
I 3.
Edison will take such steps as are necessary (including seeking any required NRC approval or consent) to amend i
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or transfer its NRC licenses to Subsidiary to the extent such amendment or transfer is necessary to give Subsidiary title to the Units, the right to complete construction thereof or the right to j
operate the Units through Edison as its agent and sell electric power generated by the Units.
Edison will provide the NRC with such assurances and guarantees as it may require'in connection with the conveyance of the Units to Subsidiary., Edison recognizes that the NRC may require that Edison be a primary obligor with respect to certain of Subsidiary.'s obligations and liabilities arising out of construction, ownership or operation of the Units.
Edison will transfer any other licenses or permits relating to the Units, where necessary to enable Subsidiary to complete construction of the Units, operate them or sell power therefrom.
4.
Ag valorem property taxes applicable to either the Byron Station Site and the facilities thereon or the Braidwood Station Site and the facilities thereon shall be allocated between the parties so that each bears an amount thereof in proportion to its investment in the station in question.
Subsidiary shall also be liable for 50% of such taxes allocable to Byron Station common.
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plant.
Apvalorempropertytaxesfor1987shallbeproratedto
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the date of the conveyance.
5.
This Agreement shall become effective when Edison notifies Subsidiary that all governmental approvals and actions required by the terms of the Memorandum of Understanding between Edison and various other parties, dated February 3, 1987, have been obtained or waived by Edison.
Nothing contained herein shall be construed as permitting Edison to waive approval by the 3-
.m.,
Illinois Commerce Commission of this Agreement or any other agree-ment between Subsidiary and Edison.
6.
This Agreement is subject to approval by the Illinois Commerce Commission and shall only become effective upon such approval.
1987.
Executed this day of COMMONWEALTH EDISON COMPANY By:
Its:
[SUBSIDIAR[]
By:
Its:
i 9.
1.
4 APPENDIX I Facilities Transfer Agreement 1.
As used herein, the " Byron Station Site" is the land in ogle County conveyed by the following deeds:
Parcel 1 Warranty Dead (WD) #424625, Recorded 4-23-73, BK277, PG66 Trustee's Dead (TR's D) #454533, Recorded 12-30-76, BK287, PG93 Quitclain Deed (QCD) #427835, Recorded 8-30-73, BK278, PG362 Parcel 2 WD #422068, Recorded 1-10-73, BK276, PG34 Parcel 3 WD #425182, Recorded 5-11-73, BK277, PG319 Parcel 4 WD #428267, Recorded 9-20-73, BK278, PG548 Parcel 5 WD #423820, Recorded 3-20-73, BK276, PG873 Parcels 6 and 20 WD #424166, Recorded 4-2-73, BK276, PG1040 WD #423085, Recorded 2-22-73, BK276, PG489 Parcel 7 WD #425238, Recorded 5-14-73, BK277, PG359 Parcel 8 WD #426363, Recorded 6-28-73,-BK277, PG870 Parcel 9 Conservator's Dead #422066, Recorded 1-10-73, BK276, PG32 Parcel 10 WD #426441, Recorded 7-2-73, BK277, PG901
Parcel 11 TR's D #425183, Recorded 5-11-73, BK277, PG320 Parcel 13 WD #425179, Recorded 5-11-73, BK277, PG316 Parcel 14 WD #422159, Recorded 1-15-73, BK276, PG73 Parcel 15 WD #422158, Recorded 1-15-73, BK276, PG72 Parcel 19 WD #426182, Recorded 6-21-73, BK277, PG774 QCD $426183, Recorded 6-21-73, BK277, PG776 Parc31 al Ti, > s D #431590, Recorded 3-15-74, B4279, PG785 Parcel 22 WD #423572, Recorded 3-12-73, BK276, PG750 Parcel 23 WD $426439, Recorded 7-2-73, BK277, PG900 Parcel 24 QCD #430565, Recorded 1-24-74, BK279, PG284 Parcel 25 WD in TR #423087, Recorded 2-22-73, BK276, PG493 Parcel 26 i
WD in TR #423086, Recorded 2-22-73, BK276, PG491 Parcel 27 WD in TR #424181, Recorded 4-3-73, BK276, PG1048 Parcel 28 TR's D #459784, Recorded 7-6-77, BK288, PG650 W
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Parcel 29 WD #462001, Recorded 9-21-77, BK289, PGl98 Parcel 30 WD #469580, Recorded 6-21-78, BK291, PG72 Parcel 31 TR's D #439779, Recorded 4-17-75, BK282, PG669 Parcel 32 WD #433435, Recorded 5-31-74, BK280, PG444 Parcel 32-1 WD #454954, Recorded 1-13-77, BK287, PG255 Parcel 33 i
TR's D #453474, Recorded 11-18-76, BK286, PG900 j
Parcel 1RR (Railroad)
WD #437173, Recorded 11-22-74, BK281, PG924 Parcel 2RR WD #438600, Recorded 2-14-75, BK282, PG256 Parcel 3RR WD #434263, Recorded 7-3-74, BK280, PGB2' i
Parcels 4RR, 4RRA, and 4RRB WD in TR #431897, Recorded 4-1-74, BK279, PG909 WD in TR #431899, Recorded 4-1-74, BK279, PG913 TR's D #443723, Recorded 10-21-75, BK283, PG938 Parcel 5RR WD #436961, Recorded 11-12-74, BK281, PG862 Parcel 6RR WD #433434, Recorded 5-31-74, BK280, PG442 Parcel 7RR WD #437753, Recorded 12-31-74, BK281, PGil49 QCD #437754, Recorded 12-31-74, BK281, PG1151.
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Parcel 5 Court Order #R75-26232, Recorded 9-30-75, Will County QCD #R76-12112, Recorded 4-28-76, Will County Parcels 6 and 7 WD #R73-32465, Recorded 10-25-73, Will County WD #R73-32466, Recorded 10-25-73, Will County WD (R73-32467, Recorded 10-25-73, Will County Parcel 7-1 WD (R77-29452, Recorded 8-12-77, Will County
. Parcel 8 WD #R74-28701, Recorded 11-18-74, Will County Parcel 9 TR's D #R76-11403, Recorded 4-22-76, Will County Parcel 10 TR's D #R74-10641, Recorded 5-9-74, Will County Parcel 11 TR's D #R74-02647, Recorded 2-1-74, Will County Parcel 12 Special WD #R74-10086, necorded 5-3-74, Will County Parcel 13 QCD #R73-09343, Recorded 4-4-73, Will County Parcel 14 Special WD (R73-12394, Recorded 5-2-73, Will County Parcels 15, 16 and 38 Special WD $73-11350, Recorded 11-8-73, Kankakee County Parcel 17 Special WD (R74-10087, Recorded 5-3-74, Will County Parcel 18 WD #R72-33692, Recorded 11-16-72, Will County.
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Parcels 8RR, 8RRA, and 8RRB WD #436594, Recorded 10-24-74, BK281, PG711 QCD #436595, Recorded 10-24-74, BK281, PG713 WD in TR #436596, Recorded 10-24-74, BK281, PG715 Parcels 9RR and 9RRA WD #438239, Recorded 1-23-75, BK282,'PG145 QCD #438240, Recorded 1-23-75, BK282, PG147.
WD in TR #438238, Recorded 1-23-75, BK282, PG143 Parcels 10RR, 10RRA, and 10RRB TR's D #436593, Recorded 10-24-74', BK281, PG709 WD in TR #431560, Recorded 3-14-74, BK279, PG771 Parcel 11RR WD #436592, Recorded 10-24-74, BK281, PG708 Parcel 12RR QCD #502362, Recorded 7-1-82, BK299,*PG111-115 2.
As used herein, the "Braidwood Station Site" is the land conveyed by the following deeds:
Parcel 1 Special WD #R73-33682, Recorded 11-7-73, Will County Parcel 2 and Parcel 1 Corridor Special WD #R75-04282, Recorded 2-21-75, Will County QCD #R75-07989, Recorded 4-9-75, Will County Parcel 3 WD fR73-00389, Recorded 1-4-73, Will County Parcel 4 QCD #R73-00320, Recorded 1-4-73, Will County QCD #R73-00321, Recorded 1-4-73, Will County QCD #R73-00322, Recorded 1-4-73, Will County QCD #R73-00323, Recorded 1-4-73, Will County WD #R76-06641, Recorded 3-11-76, Will County.
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Parcel 19
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WD $R73-12393, Recorded 5-2-73, Will County Parcel 20 WD #R73-28751, Recorded 9-20-73, Will County Parcel 21 TR's D #R75-000787, Recorded 1-10-75, Will County Parcel 22 WD #R75-13721, Recorded 6-6-75, Will County Parcel 23 WD #238349, Recorded 4-17-75, BK328, PG787, Grundy County Parcel 24 WD #239424, Recorded 6-26-75, BK329,*PG260, Grundy County Parcel 25 WD #247760, Recorded 1-27-77, BK342, PG610, Grundy County Parcel 25-1 Railroad Spur Title in Trust 45553, CT&T Co.
Parcel 25-2 QCD #250782, Recorded 8-1-77, BK350, PG455, Grundy County Parcel 26 Title in Trust 45553, CT&T Co.
Parcel 27 WD #73-4771, Recorded 5-25-73, Kankakee County QCD #73-4774, Recorded 5-25-93, Kankakee County QCD #73-4775, Recorded 5-25-73, Kankakee County QCD #73-4776, Recorded 5-25-73, Kankakee County QCD #73-4777, Recorded 5-25-73, Kankakee County QCD #73-4778, Recorded 5-25-73, Kankakee County WD #73-4779, Recorded 5-25-73, Kankakee County WD #73-4780, Recorded 5-25-73, Kankakee County WD #73-4781, Recorded 5-25-73, Kankakee County QCD #73-4782, Recorded 5-25-73, Kankakee County
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Parcel 28 WD $73-76, Recorded 1-4-73, Kankakee County Parcel 29 WD #72-10952, Recorded 11-17-72, Kankakee County Parcel 30 WD #72-10954, Recorded 11-17-72, Kankakee County Parcel 31 WD #73-2911, Recorded 4-4-73, Kankakee County Parcel 32 WD #73-772, Recorded 1-26-73, Kankakee County Parcel 33 WD #72-6651, Recorded 7-26-72, Kankakee County Parcel 34 WD #73-75, Eccarded 1-4-73, Kankakee County Parcel 35 WD #72-9224, Recorded 10-3-72, Kankakee County Parcel 36 WD #72-9223, Recorded 10-2-72, Kankakee County Parcel 37 i
Special WD #75-1247, Recorded 2-24-75, Kankakee County Parcel 39 Conservator's Dead #73-5184, Recorded 6-4-73, Kankakee County Parcel 2 Corridor TR's D #R76-16535, Recorded 6-3-76, Will County Parcel 3 Corridor WD #R73-31738, Recorded 10-18-73, Will County 9
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Parcel 4 Corridor WD #R73-36061, Recorded 12-6-73, Will County Parcel 5 Corridor WD #R74-01538, Recorded 1-18-74, Will County Parcel 6 Corridor Easement - See Braidwood - Wilton Center R/h, Parcel 6 Parcel 7 Corridor WD #R73-26439, Recorded 8-29-73, Will County QCD #R73-26440, Recorded 8-29-73, Will County Parcel 8 Corridor WD #R74-02644, Recorded 2-1-74, Will County Parcel 9 Corridor WD #R74-21461, Recorded 8-29-74r Will County Parcel 10 Corridor WD #R75-07305, Recorded 4-1-75, Will County Parcel 11 Corridor TR's D #R75-07303, Recorded 4-1-7F, Will County Parcel 12 Corridor TR's D #RB2-06274, Recorded 3-29-62, Mill County 3.
Edison will grant Subsidiary an easement in the Byron Station Site for the purpose of (i) operating and maintaining the Byron Unit 2 generating facility, including any needed replacements, modifications, additions, retrofits or 1
similar improvements to the equipment and structures constituting Byron Unit 2, and (ii) making such use of the Byron Station Site as is appropriate in connection with the retirement and
decommissioning of such equipment and structures.
I 4.
The facilities and structures which. constitute the 2
Byron Unit 2 generating facility include the Byron Unit 2 a.
Reactor Containment i
b.
Reactor Vessel c.
- Reactor internals including control rod drive mechanisms, instrumentation and detectors, pressurizers and steam generator including-separator and dryer.
d.
Cranes and Hoists used solely in connection j
with operation of the Unit e.
Main and Misc. Instrument and Control Panels f.
Piping, including valves and supports used j
solely in connection with operation of the Unit g.
Circulating Water Pumps used solely in connection with operation of the Unit h.
Turbine (including foundation) 1.
Generator (including, foundation) j.
Condenser k.
345 KV. Main Power Disconnect Switch (1/2 interest) 1.
Natural Draft Cooling Tower Such facilities.and structures also include any other facility or structure at the Byron Station Site whi,ch (i) was designed, i
constructed or installed primarily for use-in connection with the operation of Byron Unit 2, and (ii) in the case of any such facility through which electricity generated by Byron Unit 2 flows
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(together with the structures which support such facility), is located in the system at or prior to the points designated A on the attached diagram.
5.
Edison will convey the Braidwood Station Site to Subsidiary subject to the reservations contained in paragraph 2 of the Facilities Transfer Agreement between Edison and Subsidiary together with all equipment, structures, inventories material's
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and supplies located or stored thereon except the transmission facilities.
As used herein " transmission facilities" neans any equipment through which electricity generated by Braidwood Unit 1 II or Braidwood Unit 2 flows (together with the structures which support such facilities) which is located.in the system after both of the points designated A on the attached diagram.
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DIAGRAM 6M
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FINANCING AGREEMENT COMMONWEALTH EDISON COMPANY,
(" Edison"), and
(" Subsidiary"), in consideration of those matters set forth in Article I hereof agree as follows:
ARTICLE I Recitals (a)
Edison owns 100%'of the outstanding equity securi-ties of Subsidiary.
(b)
Edison and Subsidiary are parties to a Facility Transfer Agreement, a Construction and Operating Agreement, and a Power Supply Agreement, all of even date herewith.
Pursuant to those agreements, Edison will transfer to Subsidiary the facilities commonly referred to as Byron Unit 2 and Braidwood Units 1 and 2 (collectively the " Units!'), and as agent for Subsidiary, complete construction of the Units, operate and maintain the Units, and construct any modifications thereto required for their continued operation, and, for at least 5 years, will have the right to purchase all of the power generated thereby.
In order to perform its obligations under those agreements, Subsidiary may be required to make expenditures in excess of the revenues received by it from sales of power.
l Exhibit B
O ARTICLE II Fundina 1.
On or before July 1, 1987, Edison will make a cash contribution to the capital of Subsidiary in the amount of
$25,000,000 to provide working capital.
Thereafter, from time to time, and at Subsidiary's request, Edison will make available to subsidiary such funds as may be necessary to enable subsidiary-to comply with any obligation it may have with respect to safe construction, operation, maintenance, shutdown or decommissioning of the Units; provided that nothing herein contained shall be construed as obligating Edison to provide funds to enable Subsidiary to continue or resume operation of the Units, or any of them, when Edison believes that continued or resumed operation is uneconomical.
f 2.
From time to time, and at Subsidiary's request, Edison may make available to Subsidiary such funds as may be j
necessary to enable subsidiary to perform its obligations in respect of the agreements referred to in Article I, or to fulfill any other obligation Subsidiary may come to have arising out of or relating to ownership or operation of the Units.
ARTICLE III conditions At Edison's option, funds to be provided hereunder shall 4
be made available in the form of:
(1) loans bearing interest at a rate not to exceed 250 basis points above Edison's then most i
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d recent borrowing of similar duration; (2) non-interest bearing capital advances; or (3) capital contributions.
I ARTICLE IY Term This Agreement shall continue in full force and effect during the term of the construction and operating Agreement i
referred to above.
l i
ARTICLE V l
Limitations l
(a)
The obligations of Edison;to provide funding under paragraph 1 of Article II and its right to provide other funding hereunder shall be subject to approval of this Agreement by the Illinois commerce commission.
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(b)
This Agreement shall not create any rights in.any person, other than Edison and Subsidiary, whether as a third party I
beneficiary or otherwise.
Edison shall have no obligation hereun-i l
der to anyone other than Subsidiary and Subsidiary shall have no
]
right to assign, convey, pledge or otherwise transfer any of its rights hereunder without the prior written consent of Edison.
4 (c)
Subsidiary shall not use any of the funds provided I
to subsidiary hereunder for any purpose other than those specified in Article II.
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Dated at Illinois, the day of 1987.
COMMONWEALTH EDISON COMPANY By By i
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. POWER SUPPLY AGREEMENT BETWEEN (SUBSIDIARY)
I AND j
COMMONWEALTH EDISON COMPANY l
This Power Supply Agreement (" Agreement"), made and entered into this day of 1987, by and between
[ Subsidiary), ("[ Subsidiary)"),'and COMMONWEALTH EDISON COMPANY, l
(" Edison"),
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)
WITNESSETH:
WHEREAS, (Subsidiary) shal,1 own certain electric generating units commonly known as Byron Unit 2, Braidwood Unit 1 and Braidwood Unit 2 (the " Units"); and j
WHERIAS, Edison is a public utility engaged in, among other businesses, the generation, purchase, transmission, distri-bution and sale of electric power and energy at wholesale and i
retail; and WHEREAS, (Subsidiary) has agreed to sell to Edison power I
and energy available to (Subsidiary) from the Units, and Edison has agreed to join with (Subsidiary) in executing an agreement that will set forth in detail the terms and conditions for the I
sale of such power and energy by (Subsidiary) to Edison; and WHEREAS, Byron Unit 2 and Braidwood Unit 1 are expected to be placed in service on or before July 1, 1987; Exhibit C k
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d Now, THEREFORE, [ Subsidiary] and Edison, in consider-ation of the premises and the mutual agreements contained herein, which each of the parties hereto acknowledges to be sufficient consideration, agree as follows:
l ARTICLE I TERM OF AGREEMINT 4
1.1 EFFECTIVE DATE.
The Effective Date of this Agreement shall be July 1, 1987.
1.2 TERM.
This Agreement will have an Initial Term beginning on i
the Effective Date hereof continuing through and including June 30, 1992.
The Initial Term of this Agreement is subject to extension pursuant to the provis(pns of Section 5.4 of this Agreement.
The parties recognize that the date for exercise of the option relative to Braidwood 2 capacity provided in subparagraph (ii) of Section 5.3 hereof falls outside such Initial Term, but nev,ertheless survives.
ARTICLE II UNIT CAPACITY SALE AND RESERVE RESPONSIBILITY 2.1 UNIT CAPACITY SALE.
During the Initial Term of this
~
Agregme'nt (and any extension of such Initial Term pursuant to Section 5.4 of this Agreement), [ Subsidiary) shall make available to Edison all the power and energy available from each of the Units from time to time and at any time for Edison's own use or resale to others.
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i 2.2 RESERVE RESPONSIBILITY.
The sale by [ Subsidiary] to Edison of the output of the Units pursuant to Section 2.1 is a sale without generating capacity reserves.
ARTICLE III POINTS OF DELIVERY 3.1 POINTS OF DELIVERY.
Edison shall receive and take title to power and energy produced at each Unit at the point of interconnection between the Unit and Edison's facilities.
ARTI'CLE IV CHARGES FOR SERVICE 4.1 RESERVATION CHARGE.
During the Initial Term of this Agreement (and any extension of such Initial Term pursuant to Section 5.4 of this Agreement), Edison shall pay [ Subsidiary) a base monthly reservation charge of $55,000,000 beginning with the bill for July, 1987.
Such base monthly reservation charge shall be subject to increase as provided in Section l
5.4 of this Agreement.
4.2 ENERGY CHARGES.
For each kilowatthour of energy delivered to Edison hereunder in any month Edison shall pay (Subsidiary]
the cost of fuel (including applicable costs of leased nuclear fuel) incurred in such month to produce the energy purchased by Edison, such cost of fuel to be calculated in a manner consistent with the provisions of Edison's Illinois Commerce Commission ("ICC") fuel adjustment clause.
If, in any of the periods listed on the table set forth below, (Subsidiary) produces energy from the Units in excess of n.
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110% of the target level for such period listed on such table
("Benus Energy"), Edison shall also pay (Subsidiary) an 1
amount determined in accordance with the following formula:
1/2 (S - C) + C, where:
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S=
the savings deemed to result from
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the production of Bonus Energy; and C=
amounts previously credited by Edison to retail *ratepayers pursuant to the " Output Guarantee" provisions of Paragraph 5 of the Memorandum of Understanding dated February 3, i
1987, between Edison and certain other parties (the " Memorandum of Understanding"), and not previously considered in determihing ccmpensa-tion for Bonus Energy or S, which-ever shall be less.
In determining whether (Subsidiary) has become entitled to compensation for Bonus Energy, all energy output for any period listed on the table set forth,below up to the target level for such period shall be considered normal output and only when (Subsidiary] has produced energy from the Units in i
such period in excess of 110% of the target level for such period shall (Subsidiary) become eligible for Bonus Energy compensation.
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TARGET LEVELS 4
Period Cumulative l
Period Giaawatthours Gicawatthours a
July-Dec 1987 6,000 6,000 1988 11,000 17,000 I
1989 13,200 30,200 1990 16,100 45,300 1991 18,000 64,300 Jan-June 1992 7,550 71,850 1
The savings deemed to be realized by Edison from the production of Bonus Energy shall be the difference between the fuel cost incurred by (subsidiary) in producing Sonus Energy and the cost Edison would have incurred in replacing i
such Bonus Energy.
Edison, in conformity to the Memorandum 1
of Understanding, shall determine the value of such replace-ment power.
The additional Bonus Energy compensation to I
which (Subsidiary] may be entitled chall be determined no later than 30 days following the end of the period to which such Bonus Energy compensation rel'ates.
Any such Bonus i
Energy compensation shall be billed to Edison in equal j
monthly installments over the 12 months succeeding the month, in whic.h such determination is made.
4.3. FIRM RATES.
The rates for service specified herein, as they may be increased as expressly provided for in Section 5.4, l
shall remain in effect during the Initial Term of this i
Agreement and any extension thereof pursuant to section 5.4, i
and shall not be subject to change through application to the i
j Federal Energy Regulatory Commission ("FERC") pursuant to the i
provisions of Section 205 of the Federal Power Act absent the
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agreement of the parties hereto.
Similarly, the pricing mechanisms specified in Article V shall not be subject to change through application to the FERC pursuant to such provisions of the Federal Power Act.
ARTICLE V 1
i OPTIONS 5.1 EXERCISE OF OPTIONS.
Edison shall have the options specified in Sections 5.2,'5.3 and 5.4 below to purchase power and energy from (Subsidiary) after the Initial. Term of this Agreement.
Except as otherwise provided in Section 5.4 below, each such option is exclusive of the others, and the option selected by Edison must be exercised by Edison no later than the close of business, Monday, July 1, 1991.
5.2 MOST FAVORED NATION STATUS (Option a).
During the period June 30, 1992, through June 30, 2012, Edison may purchase power and energy from (Subsidiary] produced from the Units, i
l when and as available from the Units *and subject to prior 1
sale to others, at any time and from time to time at prices subject to the jurisdiction of the FERC but subject.to Edison's rights described in Appendix A to this Agreement.
l Nothing contained in this section 5.2 shall be deemed to i
deprive the ICC of any authority it may have to approve contracts for the purchase of such power and energy or to review the prudence of such purchases.
If the FERC is without or disclaims jurisdiction with respect to the rates j
at which such sales are to be made by (Subsidiary) to Edison, i
the rates agreed upon by the parties shall be submitted to the ICC for review under Section 7-101 of the Illinois Public j
Utilities Act and the rates agreed upon by the parties, as they may be modified by the ICC upon review, shall be the basis upon which Edison shall compensate [ Subsidiary).
5.3 NEW AGREEMENT (Option b).
(i) Edison shall have the option to contract with [ Subsidiary) to purchase not less than the entire output of Byron Unit 2 for the remainder of its useful life and, if it does so, to also purchase such amount of power (in blocks of 100 megawatts) from Braidwood Unit 1 over the remainder of its useful life as Edison shall designate at the time of exercise of this option.,
IJ Edison elects to purchase any amounts of power from Braidwood Unit 1 pursuant to this Section 5.3, Edison shall have the further option to reduce the amounts of power (in blocks of 100 megawatts) that Edison is obligated to purchase frcm Braidwood Unit 1, any such reduction to be effective on July 1, 1997 or, if Edison has previously exercised the option provided for in Section 5.4 of this Agreement, effective on July 1, 2000, in either case by giving notice of such reduction 12 months prior to such effective date.
Edison shall purchase such power, and the energy associated therewith, at rates determined using traditional net original cost rate base / rate of return regulation and accounting for fuel and all other costs of production, all as determined by the FERC from time to time.
If the FERC is without or disclaims jurisdiction with respect
to such rates, or declines to make such a net original cost rate base / rate of return determination, such determination as made by Edison and [ Subsidiary) shall be submitted to the ICC for review undar Section 7-101 of the Public Utilities Act, and the determination of the parties', as it may be modified by the Icc upon such review, shall be the basis upon which Edison shall pay (Subsidiary).
In the event that Edison exercises its option to reduce its purchases from Braidwood Unit 1, the amount payable to [ Subsidiary) shall be reduced to reflect such reduction effective as of the date of such reduction.
(ii) If Edison has elected to purchase the output of Byron Unit 2 and at least a part of the output of Braidwood Unit 1 under this Section and has not elected to reduce the amount of power produced by Braidwood Unit 1 to be purchased under this Section, Edicon shall have the further option to elect on December 1, 1998, to purchase not'less than the entire output of Braidwood Unit 2 during the period January 1, 2000 through the remainder of the useful life of Braidwood Unit 2.
In the event Edison exercises the option to purchase the output of Braidwood Unit 2, it shall not thereafter have any option under this Agreement to reduce the amount of power Edison is obligated to purchase from Braidwood Unit 1.
For power, and associated energy, produced from Braidwood Unit 2 Edison shall pay [ Subsidiary) the greater of (1) the market value of such power and energy as determined by reference to
third-party, arms length, long-term firm power purchase contracts commencing approximately January, 2,000, or (2) rates determined using traditional net original rate base / rate of return regulation and accounting for fuel and all other costs of production, all as determined by the FERC.
If the FERC is without or disclaims jurisdiction with respect to such rates, or declines to make such a determination of market value or net original cost rate base / rate of return rates, such determinations as made by Edison and [ Subsidiary) shall be submitted to the ICC for review under Section 7-101-of the Public Utilities Act, and the determinations of the parties, as they may be nodified by.the ICC upon such review, shall be the basis upon which Edison shall pay (Subsidiary),
except as otherwise provided in this section.
5.4 EXTENSION OPTION (Option c).
Edison shall have the option to defer until the close of business.on Friday, July 1,
- 1994, the time by which it must exercise the option provided in Section 5.2 above or the option provided for in Section 5.3 above.
If Edison exercises the option provided for in this Section 5.4, the Initial Term of this Agreement shall be extended, and the entire output of the Units shall continue to be available to Edison, to and including June 30, 1995, and the monthly payment required to be made by Edison under Section 4.1 of this Agreement shall be increased by an amount equal to 1/12 of the annual retail rate increase to which Edison shall be entitled as a consequence of its election, at.
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the direction of the ICC, to exercise the option provided by this Section 5.4.
The bonus provision of Section 4.2 shall not apply during the period of such extension.
Particularly, but not in limitation of the foregoing, the capacity of I
Braidwood 2 shall remain subject to the opticn specified in l
Section 5.3 (ii) above (being part of option b as set out in
" Options After 5 Years" in Paragraph 5 of the Memorandum of Understanding dated February 3, 1985).
5.5 DEFAULT OPTION.
[ Subsidiary] recognizes that Edison has agreed with others to be. directed by the ICC in its exercise 4
of the options provided in Sections 5.2, 5.3 and 5.4 above.
In the event that Edison has filed with the ICC a request for 1
such direction no later than 12 months prior to the applicable option exercise date, and the ICC has failed to direct Edison with regard to any such exercise, Edison shall be deemed to have elected to contract to purchase the entire i
output of Byron Unit 2 for the remainder of its useful life and 50% of the entire output of Braidwood Unit 1 for the remainder of its useful life beginning on the date 12 months-I following the applicable exercise date.
In the event this
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Section 5.5 becomes operative, Edison shall have no further options under this Article V and the rates for power for which Edison has so contracted shall be determined as 1
provided in Section 5.3 with respect to the output of Byron Unit 2 and Braidwood Unit 1.
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ARTICLE VI BILLING i
6.1 STATEMENTS.
As soon as practicable after the end of each 1
I calendar month, the Parties shall cause to be prepared a statement setting forth the energy delivered by 1
l (Subsidiary) to Edison from each Unit and the cost of fuel incurred by (Subsidiary) in producing such energy during such month.
If necessary, the cost of fuel may be determined on an estimated basis and adjusted retroactively once the actual j
cost of fuel incurred in such month is known.
Generally l
l accepted practices and methods of accounting and billing for J
energy transactions between interconnected systems shall be followed in preparing such statements.
6.2 BILLS.
As soon as practicable after preparation of the monthly statement provided for in Section 6.1 above, (Subsidiary) shall render to Edis6n a bill for the amounts
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due (Subsidiary) by Edison for energy purchased in the month covered by such statement, the capacity reservation charge i
l for such month and any Bonus Energy compensation due 1
(subsidiary) pu'rsuant to Section 4.2 of this Agreement.
l Edison shall pay (subsidiary) the amount due within 15 days of the date of the bill.
Unless otherwise agreed upon, a i
calendar month shall be the standard monthly period for the t
i purposes of settlement under this Agreement.
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ARTICLE VII METERS AND METERING i
i 7.1 METERS.
Electric power and energy interchanges at each point l
of delivery shall be measured by suitable metering equipment i
provided by subsidiary.
7.2 TESTING.
Such metering equipment shall be tested by Edison at suitable intervals as specified by the parties from time to time, such intervals not to exceed 12 months.
The accuracy of registration shall be maintained in accordance with sound operating practice.
7.3 BILLING CORRECTIONS.
If, as a result of any test, any meter shall be found to be registering mor,e than two percentage points above or below one hundred percent accuracy, the account between the parties herete shall be corrected, for a period equal to one-half of the elapsed time since the last prior test, according to the percentage of inaccuracy so found, except that if the meter shall'have become defective or inaccurate at a reasonably ascertainable time since the last prior test of such meter, the correction shall extend back to such time.
Should metering equipment at any time fail to register, the energy delivered shall be determined from the best available data.
ARTICLE VIII CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT, AMENDMENTS AND SPECIAL TERMINATION RIGHT 8.1 CONDITIONS PRECEDENT.
The effectiveness of this Agreement is conditioned upon the approval or acceptance for filing of )
this Agreement by any regulatory authority having jurisdic-tion and the approval by the ICC of Edison's sale of the Unit's to (Subsidiary).
8.2 FERC ACCEPTANCE FOR FILING.
(Subsidiary) and Edison mutually recognize and agree that this Agreement will be filed with the Federal Energy Regulatory Commission and (Subsidiary) and Edison agree jointly to request acceptance for filing of this Agreement without suspension by the FERC.
In this connec-tion, Edison and (Subsidiary) agree that each of them will execute any and all documents, duly authorize all officers or' agencies, and do all of the things necessary and appropriate to secure acceptance for filingsof this Agreement by the FERC without suspension, or change or modification of the terms hereof, no later than July 1, 1987.
8.3 AMENDMENTS.
This Agreement may be amended only upon mutual agreement of the parties.
Any such amendment shall be in writing and will be effective as of the date set forth in the order of any regulatory authority, or other governmental agency having jurisdiction, approving or accepting for filing such amendment or any portion thereof that is required to be approved or accepted.
8.4 SPECIAL TERMINATION RIGHT.
If, for any reason, Edison is not permitted to place in effect or maintain the rates provided for in the Memorandum of Understanding, Edison shall have the right to terminate this Agreement, such termination to be I
effective when and as specified by Edison.
_13 i
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'l ARTICLE IX MISCELLANEOUS 9.1 GOVERNING LAW.
The validity, interpretation and performance of this Agreement and each of its provisions shall be gov-erned by the laws of the State of I1'linois, except to the extent that this Agreement shall be subject to federal law.
9.2 COUNTERPARTS.
Any number of counterparts of this Agreement may be executed and each shall have the same force and effect as the original.
9.3 NOTICES.
Any notice, demand or request made by a party to the other party pursuant to any provision of this Agreement shall be made in writing and shall be delivered either in person, by prepaid telegram or by registered or certified mail to the officer at the address listed below, provided that each party may from time to time change the designated recipient or the address or both,,to be used for the giving to it of any such notice, demand or request, by giving written notice of such change to the other party.
TO [ Subsidiary):
TO Edison:
3 9.4 SECTION HEADINGS NOT TO AFFECT MEANING.
The descriptive headings of the various Articles and sections of this Agree-I ment have been inserted for convenience only and shall not modify or restrict any of the terms and provisions thereof.
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9.5 FURTHER ASSURANCES.
From time to time after the execution of l
this Agreement, each party shall execute such instruments, I
upon the request of the other, as may be necessary or appro-i priate to carry out the intent of this Agreement.
9.6 WAIVERS.
Any waiver by either party of its rights with respect to a default under this Agreement, or with respect to any matter arising in connection with this Agreement, shall not be a waiver of any subsequent default or matter.
l 9.7 COMPUTATION OF TIME.
In computing any period of time I
i prescribed or allowed by this Agreement, the day of the act, 1
event, or default from which the designated period of time I
j begins to run shall not be included.'
The last day of the i
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period so computed shall be included, unless it is a Saturday, Sunday, or legal holiday, in which event the period shall run until the end of the next business day which is not l
a Saturday, Sunday, or legal holiday.
9.8 SURVIVORSHIP OF OBLIGATIONS.
The termination of this Agreement shall not discharge any party from any obligation l
it owes to the other party under this Agreement by reason of any transaction, loss, cost, damage, expense or liability 1
i which shall have occurred or arisen after the effective date 1
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of this Agreement, but prior to such termination.
It is the 1
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intent of the parties that any such obligation owed (whether the same shall be known or unknown as of the termination of l
i this Agreement) will survive the termination of this j
Agreement.
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9.9 Subsidiary hereby agrees to be bound by the obligations imposed on it by the Memorandum of Understanding as if it were an original signatory thereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized officers and their respective corporate seals to be affixed hereto as of the date first above written.
ATTEST:
COMMONWEALTH EDISON COMPANY By Secretary (Title)
ATTEST:
(Subsidiary)
By Secretary (Title) p t
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ADoendix A "Most Favored Nations" During the 20-year period June 30, 1992 through June 30, 2012 Edison under Section 5.2 of this Agreement shall have the rights set forth in paragraphs (A) and (B) belo'w.
(A)
If Edison is purchasing power under a Contract with the Subsidiary (" Pre-Existing Edison Contract") and the Subsidiary enters into a contract to sell power to a Third Party (" Third Party Contract") which is comparable to the Pre-Existing Edison Contract, but contains more favorable prices or payment terms, Edison may elect to have the price and payment terms of the Third Party Contract substituted for the prices and payment terms of the Pre-Existing Edison Contract.
A Third Party Contract shall be considered to be " comparable" only if:
I.
It is effective over approximately the same calen-dar time period as the Pre-Existing Edison Contract.
II.
Any other difference between the terms and condi-tions of the Third Party Contract (excluding price and payment terms) and those of the Pre-Existing Edison Contract does not
)
significantly affect (i) the Subsidiary's cost of providing ser-vice, (ii) the quantity or type of service to be provided, (iii) the benefits obtained by the Subsidiary, or (iv) the risks under-taken by the Subsidiary.
Edison shall have no right to substitute only the price gr payment terms of the Third Party Contract for those of the Pre-
4 i
Existing Edison Contract, it being understood that Edison's elec-l tion under this paragraph is limited to substitution of both the l
payment and price terms of the Third Party contract for those of 4
the Pre-Existing Contract.
B.
If the subsidiary enters into a Third Party Con-tract and Edison advises Subsidiary that it desi'es to purchase r
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power under a comparable contract, the Subsidiary will offer power to Edison under a comparable contract, if such power is available I
from the Units.
For purposes of. this paragraph, a contract will l
be considered to be comparable to the Third Party Contract only if 2
its terms and conditions are materially the same as those of such 1
1 Third Party Contract excepting only such terms and conditions as i
do not significantly affect (i) the subsidiary's cost of providing
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service, (ii) the quantity or type of service to be provided, l<
(iii) the amounts, form and timing of payments, (iv) the benefits 7
obtained by the subsidiary or (v) the risks undertaken by the i
Subsidiary.
No such comparable contract shall relieve Edison of
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any of its obligations under any Pre-Existing Edison Contract.
l Upon the execution of any Third Party Contract, the
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Subsidiary will give Edison notice of same and furnish copy of
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j same to Edison within 30 days of the execution of said Third Party
'l Contract.
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u CONSTRUCTION AND OPERATING AGREEMENT Agreement dated as of
, 1987, between
(" Subsidiary") and Commonwealth Edison Company (" Edison").
Subsidiary and Edison agree as fol-lows:
1.
Recitals.
In accordance with an agreement entitled Memorandum of Understanding, dated February 3,
- 1987, 4
among Edison, the Governor of the State of Illinois, the Attorney General of the State of Illinois, the State's Attorney of Cook County and other parties (the " Memorandum"), Edison has agreed to i
transfer its nuclear generating facilities known as Byron Unit 2 and Braidwood Units 1 and 2 (the " Units")
to Subsidiary.
The real estate and facilities constituting the Units are more particularly described in the Facilities Transfer Agreement.
Edison has also agreed that it would complete and operate the Units transferred to Subsidiary as agent for Subsidiary.
2.
ConDietion of Construction.
Edison agrees to complete the construction of the Units as soon as is commercially feasible in accordance with the Construction Permits issued by j
the United States Nuclear Regulatory Commission ("NRC").
In this regard, Edison shall, and Subsidiary irrevocably authorizes Exhibit D l
-. ~__.
Edison to, make such contracts, agreements and modifications to existing contracts and take such other actions as Edison, in its sole discretion, considers necessary or appropriath to complete the construction of the Units and their preparation for commercial service.
Subsidiary will cooperate with Edison in connection with its duties under this paragraph,' including, without limitation, applications for authorizations, permits or licenses and the execution of such other documents as may be reasonably required.
3.
Construction Payments.
Edison shall be respons-ible for making arrangements for the payment of all costs and obligations incurred in connection with the construction of the Units.
The costs incurred by Edison in connection with such construction up to the in-service date of the Units shall be deemed to be a contribution to capital by Edison as sole shareholder of subsidiary.
Edison shall also be responsible for making arrange-ments for payment of all costs and obligations incurred after the
~
in-servic,e date, in connection with the construction of any needed replacements, modifications, additions, retrofits or similar improvements with respect to the Units.
Edison shall bill Subsidiary for these costs.
To the extent practicable, the billings shall be at such times as shall be appropriate to put the amounts billed in Edison's hands at the times disbursements are made.
To the extent such billing is not practicable, Edison
shall have the right to bill Subsidiary for Capital Costs.
4
" Capital Costs" means a return on Edison's unamortized investment in the item in question, at a rate equal to that which Edison has been authorized to earn on rate base in its then most recent general rate order promulgated by'the Illinois Commerce commission (such rate to vary when and as such Commission promulgates new orders) and, in the case of investment in depreciable (or otherwise amortizable) property, amortization of the value of such investment in'accordance with the basis then used by Edison in respect of similar property includable in Edison's retail rate base.
Subsidiary may require Edison to provide Subsidiary with a statement showing in reasonable detail the basis for the computation of any bill, at or about the time the bill is rendered to subsidiary.
The existence of a dispute between Edison and Subsidiary with respect to the proper amount of any bill shall not relieve Subsidiary of its obligation to pay the bill when due.
All bills shall be subject to audit and later correction if in error.
4.
ooeration and Maintenance.
Edison shall operate and maintain the Units in accordance with the terms of the applicable NRC Operating Licenses, taking all steps which it considers necessary or appropriate for that purpose, including,
)
i but not limited to, (a) manning the Units with its own employees, (b) making and modifying contracts with third parties, (c) i 1
- i
securing and keeping in effect all necessary licenses and other governmental authorizations, (d) preparing and mai,ntaining reports and records required by governmental authority or necessary or appropriate to properly account for the costs and expenses of operation and maintenance of the Units, (e) providing purchasing, engineering and other support services associated with the operation of the Units, (f) procuring and maintaining such liability and property insurance as may be required by law or may be otherwise considered to be desirable by Edison and (g) providing off-site electrical power to the Units as described in Section 8.2 of the Safety Evaluation Reports for Byron Station dated February,1982,,and the Braidwood Station dated December, 1983, as amended from time to time.
During the Priority Period applicable to a Unit, Edison will treat such Unit on the same basis as its own units, allocating personnel and other resources, dispatching and establishing priorities for activities and resources among the Unit a'n'd Edison's own units as though Edison owned the Unit.
The " Priority Period" applicable to a Unit is the Rate Moratorium Period (as defined in the Memorandum) and any subsequent period during which Edison is purchasing output from such Unit under a contract entered into 1
pursuant to subparagraph (b) of paragraph 5 of the Memorandum.
4 During any other period Edison will operate and maintain a Unit in accordance with accepted utility practices.
Edison shall also construct any needed replacements, 4
modifications, additions, retrofits or similar improvements to
..___,..__..-._y
the Units, whether required before or after completion of the Units, and shall retire and decommission the Units,upon the expiration of their useful lives, salvaging any useful parts of the Units.
Subsidiary will cooperate with Edison in all activities in connection with the operation and maintenance of the Units, including, without limitation, applications for authorizations, permits and licenses and the execution of such other documents as may be reasonably required.
5.
Ooeration and Maintenance Costs.
Edison shall be responsible for making arrangements for the payment of all costs and obligations incurred in connection with the operation and maintenance of the Units, including without limitation, all costs associated with materials and supplies inventories used for the Units and the disposal of nuclear fuel used in the Units, irrespective of the identity of the owner of such fuel.
Edison shall bill Subsidiary for these costs.
To the extent practicable, the billings shall be at such times as shall be appropriate to put the amounts billed in Edison's hands at the times disbursements are made.
To the extent such billing is not practicable, Edison shall have the right to bill subsidiary for Capital Costs.
Subsidiary may require Edison to provide subsidiary with a statement showing in reasonable detail the basis for the computation of any bill, at or about the time any bill is rendered to subsidiary.
The existence of a dispute between Edison and subsidiary with respect to the proper amount.
of any bill shall not relieve subsidiary of its obligation to pay i
the bill when due.
All bills shall be subject to audit and later i
correction if in error.
i 6.
Nuclear Fuel.
Nuclear fuel may be leased or subleased by Edison to subsidiary.
In the case of fuel subleased to subsidiary, Subsidiary shall pay to Edison a rental equal to the amounts payable by Edison in respect of such fuel under Edison's lease of such fuel.
To the extent practicable, such rental payments shall be due at such times as shall be appropriate to put the amounts billed in Edison's hands at the times Edison makes its rental paymen,ts..In the case of nuclear fuel leased by Edison to Subsidiary, Subsidiary will pay to Edison a rental equal to the Capital costs applicable to such fuel.
S'bsidiary recognizes 7.
Allocation of overhead.
u that under this Agreement Edison will incur expenses associated with its management and supervisory duties which are not fully compensated in the Construction Costs and operation and Mainten-ance costs provided for above.
Accordingly, subsidiary agrees to pay Edison annually an allocable portion of its management and i
supervisory overhead costs with respect to each of the Units, to i
4 4
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.--.---------,.,.,,.-----.--..--n,n_,.-
, - - - - - - -, -, - - -.. - - - - - - -. + -
be determined in accordance with the following formula:
U X
A and G T
Where:
"U" means the total construction expenditures and operating expenses of the Unit in question for that fiscal year; "T"
means Edison's total construction expenditures and operating expenses for that fiscal year including all such expenditures made in connection with this Agreement; and "A&G" means the total of Edison's Administrative and General Costs, as reflected in Edison's books of accounts maintained in accordance with applicable regulatory J
requirerents, including applicable pension provisions, other employee benefits and payroll taxes, and executive management's salaries and the expenses of their offices for that fiscal year.
With respect to each Unit " fiscal year" means that part of each calendar year during the term hereof which is subsequent,
i
i to the in-service date of the Unit and prior to completion of its decommissioning and retirement.
Edison shall bill Subsidiary for its allocable share of management and supervisory overhead costs within 30 days after the close of each fiscal year.
Subsidiary shall make payment to Edison within ten days after receipt of the bill.
8.
Byron Station Common Plant and Common Costs.
Edison shall make the real estate and facilities designed, constructed or used as common plant for both units of the Byron y
Station available when and as required for operation and maintenance of Byron Unit 2.
Subsidiary agrees to pay to Edison for the use of such common plant a monthly rental charge equal to 50% of the capital Costs applicable to such common plant.
To the extent practicable, costs properly assignable to a Unit at the Byron Station shall be assigned to the owner of I
such Unit.
Fifty percent of operating and maintenance costs not readily allocable to a Unit shall be allocated to Byron Unit 2.
l The parties recognize that there are facilities
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associated with each of the generating units at the Byron Station I
i which are not classified as common plant but which are, from time to time, used in connection with the operation of both units.
such facilities will continue to be so used throughout the remaining useful lives of such generating units.
During the Priority Period applicable to Byron Unit II, neither party shall be obligated to compensate the other for such use.
For any
-s-
i period thereafter, the parties will agree to an appropriate method of sharing the use of, and costs associated with, such facilities.
9.
Soare Eauinment.
Edison will make available to subsidiary for use in connection with the Units spara equipment and parts maintained in connection with Edison's units.
Subsidiary will make available to Edison for use in connection with Edison's units spara equipment and parts maintained in i
connection with the Units.
The party receiving any such spare equipment or parts shall compensate the other party either in cash or by providing like equipment or pa,rts, at the election of t
the party providing such equipment or parts.
If payment is to be l
made in cash, such payment shall be equal to the original cost of the item in question.
At any time after the Rate Moratorium Period (as defined in the Memorandum), either party may terminate the obligations to make equipment and parts available under this paragraph.
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10.
Access.
Subsidiary shall at all times provide Edison, its employees, independent contractors and other authorized invitees with access to the Units for such purposes as Edison, in its sole discretion, considers appropriate, including access to the NRC to assure compliance with NRC regulations.
l 4
i i
9 l
i 11.
11IE.
Except as otherwise provided in paragraph 12, this Agreement will continue in force urtil the earlier of (a) the retirement of all of the Units or (b) such date as is provided for by Edison and Subsidiary in a written agreement to the effect that this Agreement is terminated.
12.
Terrination.
Edison may terminate this Agreement if Subsidiary becomes insolvent or generally fails to pay, or admits in writing its inability to pay, debts as they become duet or Subsidiary applies for, consents to or acquiesces in the appointment of, a trustee, receiver or other custodian for Subsidiary or any property thereof, or upkas a general assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for Subsidiary or for a substantial part of the property of Subsidiary and,is not discharged within 30 days; or any bankruptcy, reorganization', debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced in
~
respect of subsidiary, and if such case or proceeding is not l
commenced by subsidiary it is consented to or acquiesced in by Subsidiary or remains for 30 days undismissed; or Subsidiary takes any corporate action to authorize, or in furtherance of, any of the foregoing.
l.
s f
l.'
subsidiary may terminate this Agreement as to any Unit,
]
upon twelve months' prior written notice to Edison of Subsid-inry's determination to terminate with respect to such Unit provided that no such termination may be effective prior to the end of the Priority Period applicable to 'such Unit.
The foregoing termination rights shall be in addition to any other rights the parties may have arising out of any fact or circumstance referred to in this paragraph or arising out of any default.
No such termination shall relieve Edison of any obligation it may have as a licensed operator of the Units or as l
otherwise may be imposed on Edison by the NRC or by operation of l
law with respect to safety of construction, operation, i
l maintenance, shutdown or decommissioning of the Units.
13.
Agency.
Subsidiary hereby appoints Edison as subsidiary's agent for the purpose of gompleting construction of the Units and operating and maintaining them under the terms of I
this Agreement; and, it is expressly understood that in so constructing, operating and maintaining the Units, Edison will be l
l acting solel'y as agent for subsidiary and not as a principal.
This Agreement shall not create any rights in any person, other
]
than Edison and subsidiary, whether as a third party beneficiary j
or otherwise.
Edison shall have no obligation hereunder to l
anyone other than subsidiary and subsidiary shall have no right I
to assign, convey, pledge or otherwise transfer any of its rights hereunder without the prior written consent of Edison.
Nothing I
i j '
I. --
- t I
contained herein shall operate to limit any obligation Edison may have as a licensed operator of the Units, or as otherwise may be imposed on Edison by the NRC or by operation of law with respect to the safety of construction, operation, maintenance, shutdown or decommissioning of the Units.
4 14.
Miscellaneous.
(a)
The validity, interpretation and performance of this Agreement and each of its provisions shall be governed by j
the law of the state of Illinois as though all acts or omissions.
occurred in that state.
This Agreement is subject to the ap-proval of any regulatory authority required by law.
(b)
The section headings included in this Agree-ment have been inserted for convenience of reference only and shall in no way affect the interpretation of this Agreement.
(c)
This Agreement may,not be amended except by a written instrument executed by Edison and Subsidiary.
(d)
This Agreement may not be assigned by either party without the prior written consent of the other party, which'
~
i shall not be unreasonably withheld.
(e)
This Agreement is subject to approval by the Illinois commerce Commission and shall only become effective upon such approval.
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Executed this day of
, 1987.
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