ML20117A353

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Revised,Redacted Nonconfidential Nuclear Operating Agreement Between Georgia Power Co & Southern Nuclear Operating,Co, Inc
ML20117A353
Person / Time
Site: Hatch  Southern Nuclear icon.png
Issue date: 09/25/1992
From:
GEORGIA POWER CO.
To:
Shared Package
ML20117A352 List:
References
NUDOCS 9211300009
Download: ML20117A353 (62)


Text

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  • 09-25-92 REVISlD REDACTE_D MON-CONFIDENTIAL NUCLE?'. OPERATING AGREEMENT BETWEEN GEORGIA POWER COMPhdY AND SOUTHERN NUCLEAR OPERATING COMPANY, INC.

DATED AS OF n a en Msgp ,

ess .

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

1 TABLE OF CONTENTS 2

3 ARTICLE I . . . . . . . . . .. . . . . . . . . . . . . . . . 3 4 1.1 " Agency Functions" . . . . . . . . . . . . . . . . 3f 5 1.2 " Dalton" . . . . . . . . . . . . . . . . . . . . . 3 6 1.3 "Each Plant" . . . . . . . . . . . . . . . . . . . 3 7 1.4 " Effective Date" . . . . . . . . . . . . . . . . . 3 [

.1 8 1.5 " Fuel Budget" . . . . . . . . . . . . . . . . . . 3 9 1.6 " Fuel Plan" . . . . . . . . . . . . . . . . .. . 4 10 1.7 " Fuel Services" . . . . . . . . . . . . . . . . . 4 11 1.8 " Governmental Authority" . . . . . . . . . . . . . 4 12 1.9 "GPC" . . . . . . . . . . . . . . . . . .. . . . 4 13 1.10 " Legal Requirements" . . . . . . . . . . . . . . . 4 14 1.11 ( REDACTED ] . . . . . . . . . . . . . . . . . . . 5 15 [ REDACTED ] . . . . . . . . . . . . . . . . . .6 16 1.12 "MEAG" . . . . . . . . . . . . . . . . . . . . . . 6 17 1.13 "New Investment Budget" . . . . . , . . . . . . . 6 18 1.14 "New Investment Services" . . . . . . . . . . . . 6 -

19 1.15 "NRC" . . . . . . _. . . . . . . . .. . . . . . . . 6

. 20 1.16 " Nuclear Interface Procedure" . . . . . . . . . . 7 21 1.17 " Nuclear Managing Board," "ManagingEBoard," or-22 " Board" . . . .. . . . . . . . . . . . . . . . . . 7 23 1.18 " Nuclear Managing Board Agreement" . . . . . . . . 7 24 1.19 " Nuclear Operating Services" . . . . . .. . . . . 7 25 1.20 " Nuclear Services Agreement" . . . . . . . . . . . 7 26 1.21 " Nuclear Services Contractor" . . . . . . . .. . 7 i

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1 1.22 " Nuclear Support Services" . . . . . . ..' . -. : . .. .. 7 2 1.23 "OEMC" . . . . . .. .. . . . . . . . . , . . . . . 8

3. 1.24- "Oglethorpe" . . . . . . . . . ._ . . . .- . . . . 8 4 1.25 " Operating Agent" . . . . .. .-- . . .- . . . . . . . & .

5- 1.26 " Operation and Maintenance Budget" . . . . . .- . . 8-6 1.27 " Operation and Maintenance Services" . . . . . . . 8 7 1.28 " Participants" .. . . . . . . . . . . . . . . . . 9 8 1.29 " Participants' Agent" . .. . . .- . . . . .- . . . . 9 9 1.30 " Participation Agreements" . . . . . .. . . . .- . . 9-10 1.31 " Plant Hatch" . . . . . . . . . . . . . . . . . . 9-11 1,32 " Plant Vogtle" . . . . . . . . . . . . . . . . . . 9 12 1.33 " Prudent Utility Practice" . . . .. . . . . . . . . 9-13 1.34 " Services Plan" . . . . . . . . . . . . . . . . . 10

-14 1.35 " Southern Electric System" . . . . . . . . . . . . 10 15 1.36 " Southern Nuclear" . . . . . . . . . . . .-. . . .- .10- ,

16 1.37. " Southern Services" . . . . . . . . . .- . . . . 10 17 1.38 " Strategic Plan" . . . . . . . . . . . . . . . . . 10 18 1.39 "The Southern Company" . . . . . . . . .. . . .- . . 10 19 1.40 " Undivided Ownership. Interest" . . . . . .. . . . . 11 i

20 1.41 "WillfulLMisconduct" . . . . . . . . . . . . . . . 11

-21 22 ARTICLE.II . . . . . . . . . . . . . . . . . . . .. . . ,_ . . 11~

23' .1 Appointment of Southern Nuclear as Operating Agent' 24 and Scope of Authority . . .- . . . . . . . . . . . 11. -

25 H2 . 2 Responsibility for the Safe Operation-ofLEach 26 Plant . . . . . .. . . . . . . . . .- . . . .. . . . =12

27. 2.3 Responsibility for Economic Operation . . . . . . . 12

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_.4 -.

7. . -.

1 2.4 Incidental Authorities of Southern Nuclear. . . . . 13 2 2.4.1 Access to and Control of Each Plant- . . . . 13 3 2'.4.2 Licenses-and Permits for Each Plant . . . . 13 4 2.4.3 Costs, Obligations and Liabilities . . . . . 13 5 2.5 Transition from GPC to Southern Nuclear . . . . . . 14 6 2.5.1 Transfer of Organization and Staff . . . . . 14 7 2.5.2 Assignment and Administration of Contracts . 15 8 2.6 Support Services to be Provided by GPC . . . . . . 16 9 2.7 Other Authorities and Responsibilities of Southern 10 Nuclear . . . . . . . . . . . . . . . . . . . . . 17 11 2.7.1 Staff and Personnel . . . . . . - . . . . . 17 12 [ REDACTED ] . . . . . . . . . . . . . . . . . 17 13 2.7.2 Reductions in Capacity and Outages at Each 14 Plant . . . . . . . . . . . . . . . . . . . . 18 15 2.7.3 Steady State Operation . . . . . . . . . ., 18 16 2.7.4 Membership and Participation in Industry 17 Organizations . . . . . . . . . . . . . . .. . 19 18 2.8 Contracting _. . . . . . . . . . . . . . . . . . . . . 20 19 2.8.1 Contracts with Affiliated Entities . . . . . 20 20 [ REDACTED ] . . . . . . . . . . . . . . . . . 20 21 2.8.2 Contracts with Non-affiliated Third 22 Parties . . . . . . . . . . . . . . . . . . . 21 23 [ REDACTED ] . . . . . . . . . . . . . . . . . 21 24 ( REDACTED ] . . . . . . . . . . . . . . . .i. 21 25 [-REDACTED ] . . . . . . . . . . . .. . . . . 22 26 [ REDACTED ] . . . . . . . . . . . . . . . . . 23 27 2.9 Decommissioning of Each Plant . . . . . . . . . . . 23

. . ~ . . . . _ _

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

1 2.10 GPC Retains Responsibility for all Agency 2 Functions . . . .. . . . . . . . . . . . . . . . . . .

24 3 2.11 Authority to Act as Agent for GPC and Right of 4 Third Parties to Rely on Agency . . .. . . . . . . . 24 5

6 ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . 25 7 3.1 Meetings with the Nuclear Managing Board 1 . . . . . ~ 25-8 3.2 Plans and Budgets . . . . . . . . . . . . . . . . . 25 9 ( REDACTED ] . . . . . . . . . . . . . . . . . 25 10 ( REDACTED ] . . . . . . . . . . . . . . . . . 26' 13 3.2.1 Strategic Plan . . . . . . . . . . . . . . . 26 12 [ REDACTED j . . . . . . . . . . . . . . . . . 26 13 [ REDACTED ] . . . . . . . . ., . . . . . . . 27 14 [ REDACTED ] . . . . . . . . . . . . . . . . . 28 15 3.2.2 Fuel Plan . . . . . . . . . . . . . . . . . 28 16 3.2.3 Operation and Maintenance Budget . . . . . . . 29 17 3.2.4 New Investment Budget . . . . . . . . . . -. 30 18 3.2.5 Fuel Budget . - . .. ., . . . . . . . . . . . 30 19 3.3 Information and Approvals . . . . . . . . . . . . . - :M) _

20 3.3.1 Plant Performance Data . . . .. . . . . . - . . . 30 21- 3.3.2 Plant Budget 1 Reports;. . . . . . . . . . . - . -31 22 3.3.3 Plant Specific Strategic Plan Reports . - . . 31

.23 3 . 3 -. 4 INPO Evaluations and Assessments . . . . . . 31 E

24- 13.3.5--[ REDACTED ] . . . . . . . . . . . . . . . . 31 25 [ REDACTED ] . . . . . . . . . . . . . . . . 32 26 3.3.6 [ REDACTED ] . . . . . . . . . . . . . . . . 32 27 3.3.7 Correspondence to and from NRC . . . . . . . 32 ww ,.- w . - - , , , - - - e , ,,- w + --

1 3.3.8 Responses to Participant Inquiries . . .. . . 32 L;L 3.3.9 [ REDACTED ] . . . . . . . . . . . . . . .. . 32 ,

3 [-REDACTED ) . . . . . . . . . . . . . . . .- 33 4 3.3.10 Non-routino Information . . . . . . . . . . 33 5 [ REDACTED ] . . . . . . . . . . . . . . . . 33 6 3.3.11 informal Information . . . . . . . . . . . 34 7 3.4 [ REDACTED ) . . . . . . . . . . . . . . . . .. 34- ,

8 3.5 Plant Tourc . . . . . . . . . .. . . , . . . . . . 34 9 3.6 [ REDACTED ] . -. . . . . . . . . . . . . . . . . . . 35 10 3.7 Civil Penalties and Meetings . . . . . . . . . . . 36 11 [ REDACTED ] . . . . . . . . . . . . . . . . . 36 12 -

13 ARTICLE IV . , . . . . . . . . . . . . . -. . . . . . . . . . 36 14 4.1 Entitlement of Participants to Output . . . . . . . 36 15 4.2 -Determination of Output - Responsibility for 16 Station Service and Losses . . . . . . .. . . . . 36 17 18 ARTICLE V-. . . . . . . . . . . . . . . . . .. . . . . . . . . 37 19 5.1 Costs Payable by GPC . . . . . . . . . . . . . - - . . 37 20 5.1.1 Direct Charges . . . . . .. . . . . . . . . 37 21- 5.1.2 Allocated Charges . . . . . . . . . . . . . 38

22. [ REDACTED ] . . - . . . . . . . . . . . . . . . 39 23 [ REDACTED.) . . . . . . . . . . . . . . . . .- 39 24- [ FEDACTED ] . . . . . . . . . . . . . . . . . 39:

25 -5.1.3 Participant Charges . . . . . . . . . . . . 39 26 5 .1. 4 -. Revision . . . . . . . . . . .-. . . . . . . 40 27 [ REDACTED ] . .. . .. . . . . . . . . . . . . . 40

1 5.1.5 Advancement of Funds . . . . . . . . . . . . 40 2 [ REDACTED ) . . . . . . . . . . . . . . . . . 41 3 5.1.6 General Accounting Matters . . . . . . . . . 41 4 5.1.7 [ REDACTED ) . . . . . .. . . .. . .. .. 42 5 [ REDACTED ) . . . . . . . . . . . . . . . . 43 6 5.2 Resolutic of Disputes as to Payments .. . . . . . 43 7 [ ..sDACTED ] . . . . . . . . . . . . . . . . 43 8 -

9 ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . 44 10 6.1 Confidentiality . . . . . . . . . . . . . . . . . . 44 11 [ REDACTED ] . . . . . . . . . . . . . . . . .. 44 12 6.2 Restricted Data . . . . . . . . . . . . . . . . . . (

13 6.3 Safeguards Information . . . . . . . .. . . . . . . 45 14 [ REDACTED ) . . . . . . . . . . . . . . . . . 45 15 [ REDACTED ] . . . . . . . . . . . . . . . . . 46 16 17 ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . 46 ,

18 7.1 Absence of Warranty . . . . . . . . . . . . . . . . 46

19. 7.2 Indemnification of Southern Nuclear . . . . . . . . 46 20 [ REDACTED ) . . . . . . . . . . . . . .. . 47 21 [ REDACTED ] . . . . . . . . . . . . . . . . 04:8 22 7.3 Notification and Participation in Defense of
23. Claims . . . . . . . . . . . . . . . . . . . . . . 48 24 7.4 No Release . .. . . . . . . . . . . . . . . . . . 49 25 7.5 Limitation of Liability . . . . . . . . . . . . . 50 o 26 7.6 Severability , . . . . . . . . . . . . . . . . . . 50.

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1 ARTICLE VIII. . . . . . . . . . . . . . . . . . . . . . . . . 51 2 8.1 Nuclear Insurance . . . . . . . . . . . . . .- .. . 51 3 8.2 other Insurance . . . . . . . . . . . . . . . . . . 51 4 8.3 Waiver of Subrogation . . . . . . . . . . . . . . . 52 5 8.4 Cooperation . . . . . . . . . . . . . . . . . . . . 52 6 8.5 Workers' Compensation ' Insurance . . . . . . . . .. 53-7 8.6 Additional Insurance . . . . . . . . . . . . . . . 53 8 8.7 Payment of Premiums . . . . . . . . . . . . . . . . 54 9 8.8 Cancellation of Insurance . . . . . . . . . . . . . 54 10 11 ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . 54 12 9.1 Term . . . . . . . . . . . . . . . .. . . . . .. 54 13 9.2 Termination of the Nuclear Services Agreement . . . 55

-14 15 ARTICLE X . . . . . . . . . . . . . . . . . . . . . . . . . .. 55 16 10.1 Termination . . . . . . . . . . . . . . . , . .. 55 17 [ REDACTED ] . . . . . . . . . . . . . . . . . 55 18 -[_ REDACTED) . . . . . . . . , . . . . . . . . 56 19 20 ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . 57 21 11.1 Holidays, Business Days . . . . . . . . . . . . . 57-22 11.2 Entire Agreement . . . . . . . . . . . . . . . _ . . . '58

23. 11.3 . Assignments . . . . . . . . . . . . . . . . . . . 58 24 11.4 Modifications . . . . . . . . . . . . . . . . . . '58 25 11.5 Governing Law . . . . . . . . . . . . . . . . . . 58 26 11.6 Counterparts . . . . . . . . .. . . . . . . . . . . .58 27- 11.7 Waivers . . . . . . . . . . . . . . . . . . . . . 59

-s g~ 't 1 11.8 Sale or Disposal of Property-. . . . . . . . . . . . . 59 2 11.9 lio Adverse Distinction . . - . . . . . . . . . . . . ._ 59 3 11.10 .tiotices . . . . . . . ... . .- . . . . . . . . . 60 4 11.11 Captions . . . . . . . . . . . . . . . . . ... . 60

.5 11.12 Singular _and Plural; Gendor . -. . . . .. . . - . . 61 ,

6 11.13 Third-Party Beneficiaries . . . . . . . . . . . . 61 7 11.14 Severability _61 8 11.15 Agency . . . . . . . . . .. . . . . . . . . . . 61 9 -

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e -s 1 NUCLEAR OPERATING AGREEMENT 2 DETWEEN 3 GEORGIA POWER COMPANY 4 AND 5 SOUTHERd NUCLEAR OPERATING COMPANY, INC.

6 7

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

14 15 WITNESS E T H:

16 WHEREAS, GPC, Oglethorpe, MEAG and Dalton (collectively the 17 " Participants"), joint owners of Plant Hatch and Plant Vogtle, 18 have previously entered into the Participation Agreements 19 pursuant tc which Oglethorpe, MEAG and Dalton have irrevocably 20 appointed GPC as their agent in connection with the planning, 21 licensing, design, construction, acquisition, completion, 22 managenent, control, operation, maintenance, renewal, addition, 23 replacement and disposal (hereinafter the " Agency Functions") of 24 Plant IIatch and Plant Vogtle; 25 WHEREAS, GPC and its affiliates are undertaking to organize 26 their nuclear operating expertise within Southern Nuclear, an 27 affiliate'of GPC dedicated to the operation of nuclear power 28 plants; 29 WHEREAS, GPC has determined that it can best carry out its 30 Agency Functions through engaging Southern Nuclear to perform 31 Nuclear Operating Services (as hereinafter defined);

.c c a

1. NOW, THEREFORE, in consideration of the premises and the 2 mutual _ obligations hereinafter stated, the parties hereto agree 3 as follows:

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

8 1.1 " Agency Functions" means the functions of the 9 Participants' Agent described in the first recital of this 10 Agreement.

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

14 1.3 "Each Plsnt" shall mean and refer to, respectively, 15 Plant Hatch and Plant Vogtle individually; provided, that should 16 activities concerning Plant Hatch or Plant Vogtle be undertaken 17 with respect to one unit of such plant individually, the phrase-18 Each Plant means and refers to that unit and related common 19 facilities.

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

23 1.5 " Fuel Budget" shall mean the budget described in ,

24 -Section 3.2.5 hereof.

3 3 'W e

4 'S 1 1.6 - " Fuel Plan" shall mean the plan described in Section

)

2 3.2.2 hereof.

3 1.7 "ruel Services" shall mean work relating to supplying 4 and managing the nuclear fuel for Each Plant including, but not' 5 limited to, planning, procurement, contract administration, fuel 6 cycle design, fuel core and assembly design, fuel quality 7 assurance, nuclear materials management, and all activities P relating to procurement, conversion, enrichment, fabrication, 9 transportation,. installation, monitoring, repairing, storage, 10 reprocessing and disposal of uranium, nuclear fuel, related 11 materials and waste products.

12 1.8 " Governmental Authority" shall mean any local, state, 13 regional or federal-administrative, legal, judicial, or executive 14 agency, commission, department or other entity, and any person 15 acting on behalf of any such entity.

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

19 1.10 "Lega' Requirementa" shall mean all laws, codes, 20 ordinances, orders, judgments, decrees, injunctions, licenses, 21 rules, permits, approvals, written ~ agreements, regulations and:

, '22 requirements of or issued by every Governmental Authority having 23 jurisdiction.over the matter in question, whether' federal',

124- regional,. state or local, which may be applicable to Southern 25 Nuclearlor-to GPC or to Each Plant'or.any of the real or personal 26 property comprising Each Plant, or to Nuclear Operating Services, 4

u.- _ __ _ _ _ _ _ _. . ._.

I' or to Nuclear Support Services,-or the use, occupancy, 2 possession, operation, maintenance, construction, 3 decommissioning,. acquisition, installation, alteration, 4- replacement, reconstruction or disposal =of Each Plant or any part 5 thereof.

6 1.11 7

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9

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.13 14 15 16 [ REDACTED ]

17 18 19 20-21.

22

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.5 6 1.12 "MEAG" shall.mean the Municipal Electric Authority of 7 Georgia, a public corporation and an instrumentality of the State 8 of Georgia, and its successors and assigns. 1 9 1.13 "New Investment Budget" shall mean the budget 10 described in Section 3.2.4 hereof.

11 1.14 "New Investment Services" shall mean work undertaken l'2 with respect to Each Plant relating to the planning, design, 13 licensing, acquisition, construction, completion, renewal, 14 improvement, addition, repair, replacement, enlargement, or 15 modification of any Unit of-Property as described in the:

16. Retirement Unit Manual of the Southern Electric System, including 17 any amendments-thereof as may from time to time be appre ciate or 18 necessary to comply with Legal Requirements, under; circumstances

-19 where expenditures for such work are to.be capitalized in-20 accordance with the Electric Plant Instructions of.the Uniform

. 21 - System of .iccounts prescribed for Class A and B utilities by the 22 Federal Energy Regulatory Commission.

23 1.15 "NRC" shall mean:the United States Nuclear. Regulatory 24- Commission or any successor agency. authorized'to regulate and:

25. icense utilization facilities pursuant to the Atomic Energy-Act 26- of;1954, as amended.

6

.h: 't.

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

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

4 shall mean the board established pursuant to Section 2.1 of the 5 Nuclear Managing Board Agreement, the' members of-which are-6 representatives cf the Participants.

7 1.18 " Nuclear Managing Board Agreement" shall mean that 8 certain Amended and Restated Nuclear Managing Board Agreement 9 among GPC, Oglethorpe, MEAG and Dalton dated as of the date 10 hereof, as amended from time to time after such date.

11 1.19 " Nuclear Operating Services" shall mean Fuel Services,

12. New Investment Services, and Operation and Maintenance Services 13 with respect to Each Plant.

14 1.20 " Nuclear Services Agreement" shall mean that certain 4 15 Nuclear Services Agreement between Southern Nuclear Operating l 16 Company, Inc. and Georgia Power Company, dated as of October 31, 17 1991, for the procurement of Nuclear Support Services in support 18 Jof the operation and maintenance of Plant Hatch and Plant Vogtle ,

19 which agreement shall be terminated on the Effective Date in 20 accordance with Section 9.2 hereof.

21 1.21 " Nuclear Services Contractor" shall mean the entity 22 who chall provide Nuclear Support Services pursuant to the 23 Nuclear Services Agreement.

24 1.22 - " Nuclear Support Services"'shal) mean those services 25 to be performed by the Nuclear Services Contractor for the

! 26 Operating Agent in accordance with the Nuclear _ Services-l' i

7 i

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

1 . Agreement.- Nuclear _ Support Services-shall not 4.nclude'any- l.

2 _ activity which is requ' ired by the NRC operating licenses to be l

'3- -performed directly by the licensee. . '

4 1.23 "OEMC" shall mean the Oglethorpe Electric Membership +

5 Corporation, now known as Oglethorpe Power Corporation.-

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

8 an electric membership corporation organized and existing under 9 Title 46 of the Official Code of Georgia Annotated, and its 10 successors or assigns.

11 1.2b " Operating Agent" shall mean.the entity licensed by-12 the NRC to operate and maintain Plant Hatch and Plant Vogtle.

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

15 1.27 " Operation and Maintenance Services" shall mean work 16 for the Participants relating to the possession, management,_

17 control, start up, operation, availability, production of energy, 18  : maintenance, modification, shutdown, retirements, and 19 decommissioning including, but not limited to,_any planning,.

20 design, engineering, labor, procurement of materials.and 21 supplies, materials management,-quality assurance, training,; >

22 security, environmental protection, and handling cf any_ source 23- material, special nuclear material-or-by-product material 24 together with maintaining or obtaining licenses and regulatory 25 approvals related thereto, governmental affairs or regulatory' 2' relationships, and all other activity that is not included ~incor 8

.g 4 1 performed as New Investment Services or Fuel Services, but which 2 is required for the operation and maintenance of Each Plant or 3 that may be required to comply with Legal Requirements.

4 1.28 " Participants" shall mean GPC, Oglethorpe,-MEAG and 5 Dalton, 'iha jointly own Each Plant. References to the 6 " Participants" herein are not intended to and do not amend or 7 modify rights among the Participants in any Participation  ;

8 Agreement or other agreement hmong them.

9 1.29 "ParticipantG' Agent" shal) mean GPC, acting in-its 10 own behalf and as agent for the other Participants pursuant to 11 the Participation Agreements and pursuant to the Nuclear Managing 12 Board Agreement.

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

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

19 1.32 " Plant Vogtle" shall have the metning assigned in.

'20 Section 1.33 of the Nuclear' Managing Board Agreement.

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

_ 26 _ cons i ts ent with good business practices, reliability, safety and 9

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

7 1.14 " Services Plan" shall have the meaning assigned in 8 Section 2.6 hereof. _

9 1.35 " Southern Electric System" shall mean the electric <

10 utility operating company subsidiaries of The Southern Company 11 and Southern Services, collectively.

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

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

19 1,38 " Strategic Plan" shall mean the plan containing the 20 information described in Section 3.2.1 hereof.

21 1.39 "The Southern Company" shall mean The Southern 22 Company, a corporation organized and existing under the laws of 23 the State of Delaware, the subsidiaries of which include, but are 24 not limited to, GPC, Southern Nuclear and Southern Services.

10

. . . - - .. .= -. - . . . . - - -

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

4 1.41 " Willful Misconduct" shall ha e the meaning assigned 5 in Section-7.2 hereof.

6 ARTICLE II 7 AUTHORITY AND RESPONSIBILITY OF SOUTHERN NUCLEAR 8 WITH RESPECT TO OPERATION OF EACH PLANT 9 2.1 Appointment of Southern Nuclear as Operatina Acent and 10 Scope of Authority.

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

1- Legal Requirements and the terms of the agreements identified in i 2 clause (ii).

3~ 2.2 Responsibility for the Safe Operation of Each Plant.

4 Notwithstanding any provisions of this Agreement or any 5 other agreement, on and after the Effective Date Southern

, 6 Nuclear, as the operating Agent, shall be responsible for the 7 safe operation and maintenance of Each Plant and is hereby 0 exclusively authorized to take such actions in the operation of -

9 Each Plant, including without limitation the safe shutdown of 10 each unit at Each Plant, as Southern Nuclear in its sole 11 discretion deems necessary to protect the health and safety of 12 the public, including the personnel engaged in the operation and 13 maintenance of Each Plant, and to protect the property at Each 14 Plant. In order that Southern Nuclear may meet such 15 responsibility and implement such authority, GPC'shall be 16 obligated to provide Southern Nuclear with financial resources in 17 accordance-with the terms of this Agreement and shall otherwise 18 cooperate with Southern Nuclear in meeting such responsibility 19 and implementing such authcrity.

20 2.3 Responsibility for Economic Operation.

21 Subject to its primary-responsibility set forth in Section 22 2.2 and the provisions of Section 2.1, Southern Nuclear shall in 23 accordance with. Prudent Utility Practice endeavor to achieve 1 24 reliable performance of Each Plant, to maximize the capacity _and 25 availability: factors and minimize-forced outage rates and 12

.. :s -

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

3: -2.4 .. Incidental ~ Authorities of Southern Nuclqp_t.

4 2.4.1 Acenes to and-Control'of Each Plant. On and 5- after the Effective Date, Southern Nuclear is hereby granted 6 unreatricted access to and the exclusive right to use and 7 control the use of all property at Eact. Plant (including, .

8 without limitation, the E> clusion Area designated in the ,

9 Final Safety Analysis Report Update for Each Plant) _and-all.

10 facilities, equipment and materials situated thereon, and to 11 determine all activities within the site boundary of-Each' 12 Plant.

13- 2.4.2 Licenses and Permits for-Each Plant. On and: <

14 after the Effective Date, Southern Nuclear shal be 15 authorized to and responsible for obtaining, maintainin~ gland 16 complying with all liccosas and permits required-for the- '

17 cperation_and maintenance and-the decommissioning of_Each' 18 Plant from the NRC and other. regulatory-authorities.- In-

  • 19- connection with such1 authority.and responsibility, Southern-
20 Nuclear shall be responcible for-implementing the onsite 21 omergency' plan for'Each Plant-and for coordination 22 activities with local, state and federal--authorities in-23 accordance with their_ respective 1offsite emergency plans.

24 2.4.3 . Costs, Oblications and Lianilities. .On and-

5 2 after the Effective Date, Soutbarn Nuclear is-hereby
26 authorized to incur costs, liabilities.and obligations, -

l l-j 13 l-o I

- - -, . , ,. . ,. . . , - . - . - - . , . - - - . . - . -- , .. -- ~ - . a :.. . . -

-1 purchase equipment, materials and supplies,-perform or 2 retain third parties to perform work and services, and take 3 all actions as may be required to meet its responsibilities 4 and implement its authorities under this Agreement,_ subject-15 to the reporting, accountir and auditing requirements set 6 forth in this Agreement, the Participation Agreements and 7 the Nuclear Managing Board Agreement; provided, however, to 8 the extent that the need for any of the foregoing actions is 9 'known in-advance, then Southern Nuclear shall comply with 10 the provisions of Section 3.2 concerning planning and 11 budgeting and all other applicable provisions of this 12 Agreement. With respect to all other actions, Southern

~

13 Nuclear shall comply with the terms of thi' Agreement, the-14 Participation Agreements and the Nuclear-Managing Board 15 ' Agreement.

16 2.5 Transition from GPC to Southern Nuclear.

17 2.5.1 Transfer of Oroanization and Staff. On the 18 Effective Date, GPC shall transfer' intact-to Southern 19 Nuclear and Southern Nuclear shall-accept the onsite 20 organization' responsible for licensed ~ activities at Each L 21 Plant, in place immediately prior to:the Effective Date, or-22 such-portions thereof, if_any,_all in accordance with the 23 NRC operating licenses as amended on the-Effective Date.

24 Prior to the-Effective-Date, GPC and Southern Nuclear shall .

i 25 in cooperation take all measures necessary to effect such

! :26_ _

trans'fer without disruption and as efficiently _as possible.

l 14 i

, - ~ .- ,

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

1 Arter the Effective Date, Southern Nuclear-shall maintain

^

9 such_o gunization until such time as Southern Nuclear in its 3 sole discretion determines that changes in the organization -

or personnel are appropriate. All changes in personnel or 5 in the assignments of personnel shall be in accordance with 6 Legal Requirements and subject to the provisions of this 7 Agreement.

8 2.5.2 Assianment and Administration of Contracts.' GPC 9 shall assign and transfer to Southern Nuclear all contracts, ,

10 agreements, procurement documents and work authorizations in 11 effect on the Effective Date. ^uch assignments and 12 transfers shall become effective not later than the 13 Effective Date and shall be accepted by Southern Nuclear. -

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

24. With the terms thereof, a

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1 2.6 Support Services to be Provided by GPC.

2 At Southern Nuclear's request GPC shall furnish support 3 services or assistance, materials, supplies, licenses, offices, 4 and real property rights including, without limitation, emergency 5 response services, power supply services, transmission and 6 distribution system repair, replacement,-construction, and' 7 maintenance, telecommunications services, public information 8 services, environmental services, accounting services, 9 procurement services, maintenance personnel, security personnel 10 or services, and other personnel, services or assistance as 11 . Southern Nuclear may re lire with respect to Each Plant. Any 12 such support services which GPC shall furnish to Southern Nuclear 13 shall be provided at cost. Southern Nuclear and GPC shall__

14 jointly prepare and maintain a nuclear interface procedure 15 (hereinafter a " Nuclear Interface Procedure") in order to-16 document the support services that GPC provides to Southern 17 Nuclear. The Nuclear. Int ' face Procedure shall provide-for (i) 18 procedures by which Sc .ern Nuclear will budget-for such. .

19 services,_(ii) procedures for GPC to bill Southern. Nuclear for 20 the costs of providing'such services, and (iii) such other-21 matters as GPC and Southern Nuclear may agree. Each requested 22 area of support services that involves a. continuing interface:

23 between. Southern Nuclear and GPC shall be documented in-a 24 services plan--(hereinafter " Services Plan").which describes the 25 respective responsibilities of each company, i.

I i

16 ,

t 1 .2.7 .Other Authorities and Responsibi'llins A of-Southern.

2 Huclear.

3. Without limiting the generality of the foregoing, the 4 authority vested in Southern Nuclear hereunder shall include the 5 following:

6 2.7.1 Staff and Personnel. Subject to the provisions-7 of Section 3.2.1(v) respecting Strategic Plans, Southern 8 Nuclear shall select, hire, compensate, control, and 9 discharge (when deemed appropriate by Southern Nuclear) 10 those persons required to satisfy its 'bligations under this

'll Agreement; provided, however, 12 13 14 15 16 [ REDACTED ]

27 18 19 20 21- management decisions on 22 whether or not to take personnel or salary administration 23 actions shall be made by Southern Nuclear in its. sole 12 4 discretion.

25" Southern Nuclear shall maintain in effect~at all times 26 after the Effective Date an incentive compensation plan for 17

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

Reductions in Capacity and Outaces at Each

~

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

18 2.7.3 Steady State Operation. Southern Nuclear shall 19- have the authority and responsibility to determinefin its 20- sole discretion (i) when it is prudent or necessary to

-21 operate-Each Plant at a steady state.in order to. protect the 22 nuclear fuel or any plant equipment or to optimize fuel 23 usage, and (ii) the rate at which the capacity.of Each Plant-24 may be prudently adjusted in response to any dispatch-25 request or demand. Southern Nuclear shall keep the 26 dispatcher of the power and energy generated by Each Plant 18

1 informed of any such determination and intent to operate 2 Each Plant at a steady state and the rate at which the 3 capacity of Each Plant will be adjusted, if at all, to meet 4 dispatch requests or demands. Southern Nuclear recognizes 5 that reductions in capacity and unplanned outages at Each 6 Plant could have an adverse effect on the power supply 7 systems of the respective Participants, their respective 8 costs of providing electric service or both. Southern -

9 Nuclear will ondeavor to consult with the Nuclear Managing 10 Board concerning any operating conditions which are expected 11 to result in capacity reductions of ten percent or more for 12 periods of time in excess of seven days or outages at either 13 unit of Each Plant; provided, however, that Southern Nuclear 14 will only take such actions when it determines they are 15 prudent or necessary from an operating standpoint.

16 2.7.4 Membership and Participation in Industry 17 OrcaD_izations. Southern Nuclear shall be a member of the 18 Institute of Nuclear Power Operations ("INPO") and is hereby 19 authorized to participate in all applicable INPO programs 20 which will benefit Each Plant, including programs conducted 21 by the National Academy for Nuclear Training. Southern 22 Nuclear is also authorized to participate in other nuclear 23 industry groups which will benefit Plant Hatch or Plant 24 Vogtle.

19

1l 2.8 Contractina.

2 2.8.1 Contracts with Affiliated Entities. Southern 3 Nuclear has entered into a contract with Southern Services-4 under which Southern Nuclear may obtain certain services in 5 support of its performance of Nuclear Support Services or 6 Nuclear Operating Services. Southern Nuclear is hereby 7 authorized to enter into additional contracts, agr ee;aents . or 8 other arrangements with any affiliate of Southern Nuclear as.

9 may be germitted under Legal Requirements 10 11 12 13 14 15 [ REDACTED ]

16 17

- 18 19 20 21-22 12 3 Additionally, 24- Southern Nuclear acknowledges that any liability lof the

.I 25- ' Participants under each such contract, agreement or other 26 -arrangement shall be several in= proportion to their 20

- _ . .- . . u_.. _ _ _ _ _ .; . . , . _ _

a .  ;

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1 respective Undivided ownership Interests and not joint or ]

I 2_ joint and several.

3 2.8.2 Contracts with Non-affiliated Third Partieg.

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

8 [ REDACTED )

9 and providcd 10 further that any such contract shall meet legal 11 Requirements. GPC is a party to a Government Areawide 12 Contract under which it provides 04cctric service to the 13 Federal Government. Southern Nuclear shall incorporate into  :

14 all contracts Wjth third parties respecting Each Plant the 15 applicable provisions of the Federal Acquisition Regulaticas ,

16 ' including, but not limited to: 48 C.F.R. SS 52.203-6 and 17 -7; 52.215 2;.52.219-8 and -9; 52.220-3 and -4; 52.222-4, 18 -21, -26, -27, -35, -36 and -37; and 52.223-2 and -3.

19 Southern-Nuclear shall notify all third parties with

2. 0 whom it contracts that it is not authorized to bind the -

21 Participants-to joint or joint and several liability and 22- that any liability of the Participants under such contract 23 shall be several in proportion to their respective Undivided g 24 Ownership Interests.

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-24 2.9 'Docommissionina of'Each Plant.

25 At.such time as has been determined, pursuant to the 26 applicaolo Participatior. AgTeements, that any unit at Each Plant 23

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

7 2.10 GPC Retains Resnongibility for all Acency_ Functions.

8 In exercising it authority as provided in this Agreement, 9 GPC shall assure that Southern Nuclear's performance hereunder is-10 in furtheranco of GPC's Agenty Functions under the Participation

- 11 Agreements and accepts Southern Nuclear't actions as its own.

12 2.11 Authority to Act_as Acent for GPC and Richt of Third 13 Parties to Relv on Acency.

14 In the conduct of the authority vested in Southern Nuclear 15 in this Article II, GPC hereby designates and authorizes Southern 16 Nuclear to act as its attorney-in-fact and agent for such 17 purposes, including authority to enter into and administer

.8 contracts on behalf of GPC for procurenent of materials, 19 equipment or services and authority to administer contracts 20 entered into by GPC with respect to Each Plant. As relates to 21 all third parties, the designation of Southern Nuclear as agent 22- shall be binding on GPC. Southe~n Nuclear accepts such 23 appointment as agent of GPC. Upon request from Southern Nuclear,-

24- GPC shall' provide written confirmation of this agency 25 -relationship to third parties.

I 24 l

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2 ARTICLE III  !

t 3 ODLIGATIONS OF SOUTHERN NUCLEAR l

4 3.1 Meetinos with thg_Huclear Manacina Board, j 5 In order to assure that the Participants are informed as to l 6 the status of operations at Each Plant, an officer of Southern 7 Nuclear, together with any employees or consultants of Southern ,

8 Nuclear as such officer may_ designate, shall attend each meeting 9 uf the Nuclear Managing Board. At such meetings, Southern 10 Nuclear shall present information concerning plart performance, p 11 the status and condition of Each Plant, including review of the ,

3 #

11 problem status reports and now capital projects, shall convey an 13 overview of Each Plant and its operations and shall address 14 agenda items established by the Nuclear Managing Board. Southern.

15 Nuclear will inform the Managing Board of events which are 16 affecting or may affect the availability of any unit at Each 17 Plant.

18 3.2 Plans and Budoets.

19 Strategic Plans, Fuel Plans. Operation and Maintenance 20- Budgets, New Investment Budgets and Fuel Budgets shall be 21 submitted to the Nuclear Managing Board by Southern Nuclear as 22 provided in Sections 3.2.1 through 3.2.5 hereof.

23 24 [ REDACTED )

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

18 3.2.1 Stratenic Plan. A Strategic Plan for Each 19 Plant shall be submitted to the Nuclear Managing Board by 20- May 16 of each year and Southern Nuclear shall take such 21 other actions as may be required by Section 4.1 of the 22 Nuclear Managing Board Agreement.

'23 24 25 [ REDACTED ).

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- 19 20-F 21 3.2.2 Fuel Plan. A tan year Fuel Plan for Each Plant 22 shall.b'c submitted to the Nuclear Managing Board.by ,

23 September'15 of each year. Each Fuel Plan shall describe in-

-24 reasonable detail each action or' contemplated action and.

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i 1 payment and the datos thereof, core usage and design burn l

2 up, estimated-fueling dates and the energy expected to be 3 generated by each unit for each fuel period of-the Fuel 4 Plan, a cash flow analysis of forecasted expenditures and 5 credits for each Participant for each major component of the i 6 fuel cycle by years, and cash flow by months icr the first 7 five years. Each Fuel Plan will also provide the following l i

8 information with respect to the spent fuel at Cach Plant:

9 the existing spent fuel storage capacity; the current spent 10 fuel inventory; the projected date when the spent fuel-11 storage capacity will be fully utilized; the projected dates 12 when.rhipments of spent fuel for dispecol will commence; and-13 the projected date when additional' spent fuel storage 14 capacity mcy have to be provided.  !

15 3.2.3 Operation and Maintenancq Budaet. By August 15 16 of each year, Soutaern Nuclear shall submit to the Nuclear 17 Managing Board a written Operation and Maintenance Budget '

I 18 estimate of the costs of Operation and Maintenance Services 19 of Each Plant for the next calendar year, with a forecast of 20 budget requirements for the succeeding four calendar years.

21 Southern Nuclear shall take such other actions as may be 22 required by Section 4.3 of the Nuclear Managing Board 23 Agreement. .Each budget shall be supported.by detail ,

24 reasonably adequate for the purpose of review by the Nuclear 25 Managing Board.

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1 3.2.4 New Investment Budaet. By August 15 of each 2 year, Southern Nuclear shall submit to the Nuclear Managing ,

3 Board a written New Investment Budget estimate of the cost  !

4 of New Investment Services for Each Plant for the next l 5 calendar year, with a forecast of budget requirements for 6 the succeeding four calendar years. Southerr. Nuclear shall  !

7 take uuch other actions as may be required by Section 4.4 of j 8 the Nuclear Managing Board Agrooment. Each-badget shall be 9 supported by detail reasonably adequate for the purpose of 10 review by the Nuc1 car Managing Board.

11 3.2.5 Euei Budact. By August 15 of each year, l 12 Scathern Nuclear shall submit to the Nuclear Managing Board ,

13 a written Fuel Budget estimate of the costs of Fuel Services 14 for Each Plant for the next calendar year, with a 3 - scast 15 of budget requirements for the succeeding four calendar 16 years. Southern Nuclear shall take-such other actions as .

17 may be required by Section 4.5 of the Nuclear Managing Board ,

18- Agreement. Each budget shall be supported by detail 19 reasonably adequate for the purpose of review by the Nuclear' 20 Managing Board.

21 3.3 Information and Approvals.

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

24 3.3.1 Plant Ecrformance Data. At the time of' 25 submittal of each Strategic Plan, Southern-Nuclear will also 26 turnish a comparison of.the performance'of Each Plant 30 l

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I relative to other plants using performance indicators,  !

2 including, without limitation, the unit cost of generation, 3 in common use in the nuclear indusury or an-may be specified

.4 by the Nuclear Mar. aging Board.

5 3.3.2 Plant Budcot Renorta. Southern Nuclear will  ;

6 furnish monthly data showing actual costs for Ooeration and 7 Maintenance Services, New Investmont Services and Fuel 8 Services with comparisons to the respective budgets for such 9 services. This report will normally-be provided oy the end 10 of the. succeeding month.

11 3.3.3 Plant Specific Stratenic Plan Reports. At least .

- 12 bimonthly, Suuthern Nuclear will furnish data showing actual 13 performance for cach unit at Each Plant compared to goals 14 contained in the Strategic Plans for Each Plant.-

15 3.3.4 INPO Evaluations and Assessments. 'outhern ,

16 Nuclear will make availabic for review by the 17 representatives of each Participant copi,es of evaluationc 18 and assessments of Each Plant by the Institute of Nuclear 19 Power operations ("INPO").  ;

20 3.3.5 21 22 23 24 ( REDACTED )

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12 3.3.7 Corresoondence to and from NRC. Southern 1 ~,

. Nuclear shall furnish to any member of the Nuclear Managing i 14 Board at his or her request copies of correspondence to and- f 15 from the NRC concerning Each Plant. ,

16 3.3.8 Responses to Participant Inauiries. In addition

'17 to the obligation of Southern Nuclear to provide the 18 information and access as explicitly required herein, 19 Southern Nuclear will respond.to reasonable written requests

-20 from any Participant for information not otherwise provided 21- pursuant to this Agreement regarding Nuclear Operat'ing  ;

22 Services for Each Plant. Southern Fuclear Will' designatea-23 parson to be responsible for being responsive to inquiries 24 from the Particippnts. .

25 3.3.9

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8 3.3.10- ((gn-routine Inf ormation. Southern Nuclear -1

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9 shall promptly provide the Participants with the following 10 information: information on work disruptions or stoppages, 11 and Notices of an Unusual Event, >' art, Site Area Emergency,  ;

12 or General Emergency (as cuch teru.. are defined in the 13 emergency plan for Each Plant). Southern Nuclear shall also 14 inform the Participants and the dispatcher of the power and 15 energy generated by Each Plant as soon as practical 16 [ REDACTED ) j 17 after the occurrence at Each Plant of -,y 19 unplanned outage of a unit, any significant extension of a r

19 planned unit outage, any unplanned reduction in the capacity 20 of a unit for an extended pcriod, or any event or regulatory

~

21 action which may substantially' affect the operation of Each 22 Plant.- Information in this category also includes informal 1 23' reportc concerning events which. Southern Nuclear believes.

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24 may result in public interest or may lead to inquiries to-25 Participants by members of the public, and news releases 26 ' iccued by Southern Nuclear.

  • 33

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1 3.3.11 Informal Informetion. Southern lluclear shall 2 permit informal communications between representatives of i

- 3 any Participant and Southern Nuclear's employees of a i 4 general :iature at! chall give reprocentatives ot the 4

5 Participants access to routine reports and records on plant 6 operat*ons and conditions that are normally readily 7 available at Each Plant.

8 3.4 9

10 11 P

12 13 14 ( REDACTED ]

15 16 17 18 19 i

20 21 3.5 Elant Togm.

l 22- Each Participant shall have the right to he.ve its 23 representatives and guests visit Each Plant,_with prior approval 24 of Southern Nuclear, to tour the facilities, and observe plant' b

25 activities; provided that such visit or tour Will not. interfere-

-26 with the operation of-the-plant, plant safety or security. Such 34

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b 1 representativos and guests shall comply with all applicable rules l 2 and regulations in effect at Each Plant whether imposed by  ;

1-L 3 Governmental Authority or by Southern Nuclear. l 4 3.6

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1 3.7 Civil ped 3111PS RDd Meetings. .

2 In each case when a civil penalty is assessed against-3 Southern Nucluer with respect to Each Plant, Southern Nuclear 4 shall provide the members of the Nuclear Managing Board with a i

5 description of the violation, the root cause determination of the ,

6 violation, and the corrective action taken and to be taken to 7 avoid repeat violations. I 8

9 10 [ REDACTED ]

  • 11  :

12 13 ARTICLE IV 14 ENTITLEMENT TO OUTPUT ,

15 4.1 Entitlement of Particinants to Outout.

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

21 4.2 Deter *4 nation of Output - Responsibility for Stat 32D' ,

22 Service and Lpfsites.

23 Output of Each-Plant shall be_the gross generation of such 24 plant, less station service requirements, and less adjustments -

25 for loscss experienced. GPC shall be responsible for providing 26 all offsite_ electric power required at Each Plant whenever the 36 i

l

~

L 1, station service and losses exceed the gross generation of-such 2 plant, 3 ARTICLE V t

4 COSTS !r 5 5.1 Costs Payable by GPC.

6 GPC shall pay to Southet Nuclear the costs incurred by i

? Southern Nuclear in providing Nucleart Operating Services for Each- f 8 Plant. The costs of such services shall be computed in 9 accordance with applicable rules, regulations and orders of the  !

10 Securitics and Exchange Commission (including Rules 90 and 91 11 under the Public Utility Holding Company Act of 1935, au 12 amended), and shall include both Direct Charges and Allocated 13 Charges, as hereinafter defined. The obligation to make payments -;

14 as specified herein shall continue notwithstanding the' capability  :

15 (or lack of capability) of Each Plant to produce power for any

{

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

20 specified from time to time by GPC.

21 5.1.1 QJrect Charcep.. To the-extent that-the costs 22 incurred by Southern Nuclear in connection with Nuclear 23 Operating Services for Each Plant can be identified and 24 related to a particular transaction, direct charges will be

- 25 made.by Southern Nuclear-against such plant (hereinafter-26 " Direct Ch?rges"). Direct-Charges shall include, without 37 t

7 r h--- -1 E-w + w w-e s a, . w , e ,-4 -vvor.-.-set-w=e,Se m ,= we v (-w ,.e -,mwrm: .-=wm-,--,en ,- e-y e -em.-#-,p w - ye gem. -,m.,-,4w--ac-ew,,, wy ,- p-r,*-'get-i ey t y- p i-ywa-e-e---+yh3---r*

1 limitation, (i) all payroll costs of Southern Nuclear ,

l 2 employens dedicated full-time to provide Nuclear Operating  ;

3 Services solely for Each Plant, (ii) all payroll costs of 4 other Southern Nuclear employees whose entire payroll costs 5 are not trea ed as Allocated Charges for hours or portions l 6 thereof spent in perforning Nuclear Operating Services  ;

i 7 solely for Each Plant, (iii) costs incurred under contracts t 8 that are administered by Southern Nuclear for Nuclear ,

9 Operating Services for Each Plant, (iv) liabilit!.es and 10 costs of Southern Nuclear arising in connection with Each i 11 Plant that are indemnified pursuant to Section 7.2 hereof, 12 and (v) premiums and asseusments paid-for insurance which "

13 Southern Nuclur.r is obligated to-maintain pursuant to 14 Article VIII hereof solely in connection with Each Plaht, f 15 Payroll costs sha31 include, without limitation, wages and l 16 salaries, overtime and premium. payments, payroll' taxes,

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

20 5.1.2 Allocated Charnes. " Allocated Churges" are all 21 of those costs of Nuclear Operating Services incurred by ,

22 Southern Nt. clear that'(i) are not included in the Direct  !

23 Charges fo. Each. Plant and rii) equitably should be shared 24 between Plant Hatch and_ Plant Vogtle or between'GPC and-any 26 other company or companies for which Southern Nuclear 26 provides services. Allocated Charges shall 38 l' *

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

L

.

  • i t

f 1

l 2 ,

3 [ REDACTED ]

4

.5 -

6  ;

7 Except as hereinafter provided with respect to costs [,

8 of certain Fuel Services, Allocated Charges shall be 9 allocated and charged to Each Plant in accordance with the 10 Cost Allocation Manual and any revisions made thereto from 11 time to time ,

12 ( REDACTED )

13 and subject to required approvals,

- 14 if any, by any Governmental Authority. The plant basis of 15 allocation as described in the Southern 11uclear Cost 16 Allocation Manual, will be used except as otherwise required [

17 by the Public Utility Holding Company Act of 1935,-as ,

18 amended 19 20 21 - ( REDACTED )

22 23 e

24 25 5.1.3 Particinant Charties. Southern Nuclear shall s

-26 list separately on its-invoice to GPC the cost of special.

.39 m e- t' PT' q .m.- h t W+se e' Am-,s4is. -. a~u 9- q +-'p' tu g v ye=4' +>w me *ep-P' m 9 ge g-- - ' ' -

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  • 1 services provided to any Participant, including GPC, upon i 2 its written request, o . a t, preparation or review of ,

l l 3 testimony, exhibits or analyses for any rate case or other 4 regulatory proceeding. The costs of ar'y such special 4 5 services shall be the sum of the special direct charges and 6 special prorated charges which shall be determined in the 7 sano manner as provided in Sections 5.1.1 and 5.1.2 hereof.

E.evision.

8 5.1.4 Should Southern Nuclear undertake to 9 perform services for any other affiliated company, the '

10 responsibility for the cost of such services shall be 11 determined in the same manner as provided in this Section 12 5.1.

13 14 15 16 17 ( REDACTED ]

18 ,

19 20 21

l. ~

l 22-

, 23 5.1.5 Advancement of Funds. Southern Nuclear shall 24 _ preparc forccasts, in such frequency, form and detail-as GPC

  • 25 shall direct, of the funds required to, pay Southern 26 Nuclear's anticipated costs of the Nuclear Operating 40 l

l s

v4---, ey, aw e +-.,,--v,-,, * , . - , . . --a- - , -,-,.ec wa,-m-,- m.,,, ,,.,,-e.r,-,,-4.-,,w.,..-y ,---,,.r-,,-- ,

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

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

10 bank or banks whose deposits are insured, subject to  :

11 applicable limits, by the Federal Deposit Insurance 12 Corporation as Southern Nuclear shall designate. Any oxcess 13 funds in such accounts shall be invested by Southern Nuclear 14 [ REDACTED ] and all 15 investment income and appreciation received on such funds 16 shall be credited against the cost of Nuclear Operating 17 Services provided to GPC.

r

.18 Southern Nuclear shall have authority to draw checks on:

19 such account (s) only as necessary to pay costs of Nuclear 20 Operating Services. In no event shall.GPC fail to provide 21 fundu required to pay such costs, eve.n where-a dispute 22 arises as to the appropriateness of such costs, it being.

23 agreed-that any such dispute shall be resolved as provided 24 in Section 5.2 hereof.

25 5.1.6 General Accouncino Matters. Determinations by 26 -Southern Nuclear on all accounting matters related to the 41 7

., .= - - . - . , . - . . . . . - - - - . - ,- . . . .- - , . . - . . - - _ . . . . . - . - . - - :. : . - .

)

f 1 transactions contemplated by this Agreement will be 1.1 1

2 accordance with generally accepted accounting principles and -

3 the Securities and Exchange Commission's Uniform System of 4 Accounts for Mutual and Subsidiary Service Companies, 5 utilizing the accrual method of accounting, unless otherwise 6 specifically proviaed in thic Agreement or mutually agreed 7 by Southern iluclear and GPC or as prescribed by other  !

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

10 S.1.7 11 12 i

13 14 15 16 17 18 ( REDACTED )

19 20 21

- 22 23 24 25 -'

26 42  ;

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1 2

3 4-5 [ REDACTED ]

6 1

7  :

3 8-9 10 Si2 Resolution of Discutes as to Payments.

11 GPC shall have until the expiration of the 180-day rule 12 pursuant to Section 9.15 of the Nuclear fianaging Board Agreement 13 to question or contest the correctness of any respective cost 14 shown on a billing statement from Southern Nuclear, after which 15 time the correctness'of such cost shall be conclusively presumed. i 16 17 18 ( REDACTED ]

19 3 20 No dispute 21 whatsoever as to the payment of costs shall permit GPC;to delay.

22 payment-in full:of all costs on-the date required. JUf GPC - shall-'  ;

23 have mado payments responsive to any disputed invoice and.if ,

24 . So'athern. Nuclear and GPC, or a court of competent jurisdiction,_

25 should later determine.that a disputed invoice was~for an amount 43 W y&r- '

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1 in excess of the correct amount due, then Southern Nuclear shall 2 be obligated to refund the difference to GPC.

3 ARTICLE VI 4 PROTECTION OF INFORMATION  :

5 6.1 Confidentiality.

6 Either party ma", from time to time, come into possession of 7 information of the other party that 1 either confidential or. -

8 pronrietary, including, without limitation, safeguards 9 Information, as that term is defined in Section 6.3 hereof. Each 10 party having any such information which bears the. legend 11 " Proprietary Information" or " Safeguards Information" will not ,

12 reproduce, copy, use or disclose (except when required by a 13 Governmental Authority) any such information in whole or in par- .

14 for any purpose without the written cont.ent of the other party. ,

15 16 17 [ REDACTED ) ,

18 19 20 In disclosing 21 confidential or proprietary information to a Governmental 22 Authority, the disclosing party shall cooperate with the other 23 party in minimizing the amount of such information furnished._ At.

24 the specific request of the other party., the disclosing party 25 will endeavor to secure the agreement of such Governmental 26 Authority to maintain specified portions-of such information in 44

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

i t

1 confidence. Public dissemination of information by the l 2 furnishing party before or after it is furnished shall constitute 3 a termination of the confidentiality requirement as to that ,

4 specific information.

5 6.2 Restricted Dqta. ,

i 6 Both Southern Nuclear and GPC agree that they will not '

7 permit any individual to have access to Restricted Data, as ', hat ,

8 term in defined in 42 U.S.C. 5 2014(y), until the Office of 9 Personnel Management shall have nado an investigation and report' s 10 to the NRC on the character, associations,-and loyalty of such 11 individual and the NRC shall have determined that permitting such 12 person to have access to such Restricted Data will not endanger 13 the common defence and security.

14 6.3 Safecuards Informatio.D.

15 Notwithstanding any other provision of this Agreement,.any 16 access to Safeguards Information, as that term is definod in 10 17 C.F.R. S 73.2, shall be subject to the limitations and' conditions 18 uof 10 C.F.R. S 73.21. GPC and each-other Participant' agrees-that 19 any information provided under this Agreement will not be used 20 nor controlled in any manner-that (i) would compromise any part 21 of the safeguards plan for Each' Plant, (ii) yould be in 22 contravention of applicable Legal Requirements, or_(iii) would *

. 23- cause Southern Nuclear to violate any= arrangement regarding; 24 confidentiality or proprietary rights that Southern-Nuclear has 25 with any third party;- ,

26 [ REDACTED ]-

45 l-

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1 2 [ REDACTED ]

3 4

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

8 Southern Nuclear does not warrant that its performance af 9 Nuclear Operating Services will meet the standards set forth in 10 Section 2.1 hereof, and its sole obligation if it fails to meet 11 such standards is to reperform at the request of the ,

12 Participants' Agent the deficient work at cost payable by GPC in 13 a manner that complies W3th runn standards. GPC acknowledges I 14 that such services are not subject to any warranty of any nature, 15 express or implied, including any warranty of merchantability (nr 16 fitness for a particular purpose.

-17 7.2 -Indemnification of Southern Nuclear.

18~ GPC shall and hereby agrees to release, indemnify and save 19 . harmless and defend Southern Nuclear, to the fullest extent 20 permitted by applicable law, from the payment of any' sum or sums 21- of money to GPC or any other third party on-account of, or

22. resulting from, actions, claims, damages, losses, or liabilities 23 growing out of (i) injuries to or the death of any person, (ii) 24 damage to or Inss-of any property, and (iii) other damages in any 25 way attributable to or arising out of the performance and .

26 prosecution of any project or work performed by Southern Nuclear, L 46 l

1 its employees, agents, subcontractors or any combination thereof, 2 for or on behalf of GPO for Each Plant, whether or not the same 3 results or allegedly results from tort (including, without 4 limitation, negligrnce, strict liability, fraud and breach of S fiduciary duty), breach of contract (including, without 6 limitation, breach of warranty), the laws of real property or any 7 other legal or equitable theory of law. Further, GPC shall and 8 does hereby agree to release, indemnify and save harmless ano -

9 defend Southern Nuclear, to the fullest extent permitted by 10 applicable law, (a) from an/ and all liens, garnishments, M

11 attachments, claims, suits, costs,. attorneys' fees, costs of 12 investigation and of defense resulting from, incurred in 13 connection with, or relating to any of the actions, claims, k 14 damages, losses or liabilities referred to in the preceding 15 nontence, (b) from the payment of any such sum or sums of money, 16 and (c) from the payment of any penalties, fines, damages, suits 17 or claims (and any liens or attachments asserted-in connection 18 therewith) arising out of (1) any alleged or actual violation of 19 Legal Requirements committed by Southern Nuclear or its 20 employees, agents or subcontractors, or (2) services or labor 21 performed or materials, provisions or supplies furnished which 22 have been purchased or allegedly contracted for or on behalf of 23 GPC or its employees, agents or subcontractors.

24 25 [ REDACTEL ]

-i 26 47

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

i I

1 j 2 ,

3 4 .

5 6

7 8

9 10 [ REDACTED ]

. 11 ,

i 12 13

. 14 15 ,

16

. 17 18 7.3 Notification and Particination in Defense of Claims.

19 Southern Nuclear shall within five business days after it 20 receives notice of any claims, action, damages, losses-or 21 liability against which it will expect:to be indemnified pursuani. ,

22 to Section 7.2 hereof, notify GPC of such claims, actions,-

23 damages, losses or-liabilities. Thereafter, GPC may at-its own-

~

' 24 expense, upon notice to Southern Nuclear, defend or participate-25 in the defense of'such action-or claim by a third party'or any' 48 m

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i

-- l 1 negotiation for settlement of such action or claim, provided Ai 2 unless GPC proceeds prouptly and in good faith to pay or defend 3 such' action or claim, then Southern Nuclear shall have the right' l 4 (but not the obligation), upon ten days' .4 0tice to GPC to pay,

~

5 settle, compromise or proceed to defend any such action or claim 6 without further participation by GPC. GPC shall immediately pay 7 (or reimburse St>uthern Nuclear, as the-case may be) any payments, 8 settlements, cumpromises, judgments, costs or' expenses made or 9 incurred by Southern Nuclear in or resulting from the pursuit by 10 Southern Nuclear of such right. If any judgment is rer.dered 11 against Southern Nuclear in any action defended by GPC or from.

12 which Southern Nuclear is otherwise entitled to indemnification 13 under Section 7.2 hereof, or any lien attaches to the assets of 14 Southern Nuclear in connection therewith, GPC immediately upon 15 such entry or attachment shall pay the judgment intfull or 16 discharge any such_lle. ess at its expense and direction, 17 appeal shall be taken under the execution of the judgment or JS satisfaction of the lien is stayed. LIf and when-a final and 19 unappealable judgment is rendered against: Southern Nuclear _in any 20 such action GPC shall forthwith pay such judgment or discharge 21 such Lien prior to the time-that southern Nuclear would_be 22 legally held to do so.

23 7.4 No Release.

- 24 It is also understood and agreed that n(thing conthined

- 25 herein shall be construed to release the officers and directors 26- of GPC from the obligation to perform their respective duties, or 49 w--r-e - - -r1w .e'ye sw_+- w+- ,om <-u

,_; .m-, .q -i-i,,-> y i,_p- .g,-i.e wi ,v htr -P-'-d k P- Wd'P-VM*1'-t t T

  • C h * -44 W' tf e-%P 'M w T' t " ' ' '

.- 1

=

l- _ to' limit the exercise of their_ powers in accordance.with the 21 provisions of law or otherwise.

3 7.5 Limitation-of Liability. '

4 Notwithstanding anything in this Agreement to the contrary, 3' GPC agrees that in no event shall Southern Nuclear or its agents, 6 subcontractors or employees be liable to-GPC for any indirect, 7 -special, punitive, incidental or consequential damages including, 8 . without limitatian. ) loss of profits or revenues, (ii) damages 9 . '"'_ce6 as L result of the loss of the use of their power 10 system, production facilities or equipment, (iii). cost of 11 purchase of replacemen' power (including any differential in fuel 12 costs), or (iv) cost of capital w.th respect to any claim based 13 on or in any way connected with this Agreement whether arising in 14 contract (including, without limitation,- breach of. warranty),

15 tort (including, without limitation, fraud, negligence, strict 16 liability or breach of fiduciary duty), under the lawslof realL 11 7 _ property, or under any other legal or equitable theory of law.

- 18 CPC shall indemnify-and hold harmless Southern Nuclear,'its 19 agents, subcontractors, directcca and employees from and against 20 any claim by any customer of Participant for any direct, 21 indirect, special, punitive, incidental or consequential. damages:

22 arising out of any performance or failure to perform under this 22 Agreement.

24 - 7.6 Severability.

2S In the event _that any particular application of any ofLthe~

26 ' limitations of liability contained in this Article VII should be 50

,e-c m ~ .c w ~ . -L,.-. -. .-,,o =~r--- 'w.-

1 finally adjudicated to be void as a violation of the-public 2 policy of the State of_ Georgia, then_such limitation of-liability _

3 shall not apply with respect to_ such application to the extent 4 (but only to the extent) required in order for such. limitation of 5 liability not to be void as a violation of such public policy,.

6 and such limitations of liability shall remain in full force and 7 effect with respect to all other applications to the fullest 8 extent permitted by law.

9 ARTICLE VIII 10 INSURANCE 11 8.1 Nuclear Insur6 ace.

12 GPC shall obtain and maintain in effect during the term of ,

15 this Agreement the following insurance coverage:

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

20 indemnification unless such insurance or indemnification 21 _provides coverage to all persons held legally-liable.

22 8.2 J!her Insurance.

Southern Noclear shall obtain and maintain in effect during 24 the term of this Agreement such insurance as GPC and Southern

! 25 Nuclear may agree including, without limitation, employers

-26 liability and generv1 liability-insurance and officers and

._~ .__ _

S1

_ , _ _ _- . , - - - .___ _ _ _ _ = _ .

ij directors insurance. Premliums for: such. insurance' shall be. _

?

2 included in the costs of Nuclear Operating arvices.

3 8.3 Waiver of Subroaation.

4 Each insurance poli y obtained by Southern Nuclear hereunder.

5 shall contain waivers of subrogation against GPC. GPC shall 6 require its insurers to waive all right of subrogation against 7 Southern Nuclear and its subcontractors, regardless of fault,'for.

8 all claims, including without limitation, decontamination of, 9 physical damage to or loss or destruction of any property at the-10 location of Each Plant as defined in the decontamination and 11 property damage insurance policy for Each Plant and, if GPC or 12 any ether Participant obtains and maintains insurance for the 13 cost of replacement power, fc. all costs of replacement power.

14 8.4 Cooperation.

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

l n

1-i 52 l.

= p - - - -

1 -S.5 Workers' Compensation Insuranco.

2 Southern Nuclear shall qualify as a self-insurer in Georgia

-3 Land with the U.S.. Department of Labor for U.S. Longshor' man's and I 4 Harbor Workers Act, but will provide an umbrella policy to cover:

5 benefits in excess of its assumed liability for workers'-

6 compensation, the Longshoreman's and Harbor Worker's Act, and'

7. employers . liability. GPC and Southern Nuclear acknowledge'that, ,

8 pursuant to the terms of this Agreement, all~ premiums for 9 Southern Nuclear workers' compensation _instrance and all payments 10 to Southern Nuclear employees, including workers' compensation

.11 benefits, relating to work perf ormed b:' such employees while on

--.12 the. premises of Each Plant are effectively made by GPC, since .

13 such premiums and payments constitute Direct-Charges (as-defined-

-14 in Section 5.1.1 hercof) incurred by Southern Nuclear in relation'

  • 15 to Nuclear Operating Services for Each Plant. It is the intent 16 of GPC and; Southern Nuclear that for purposes of workers' 17 compenaation GPC not be exposed to yreater liabi-lity by virtue of 18 this Agreement than GPC would have if it had' utilized GPC

-19 employees to perform Nuclear Operating Services. ~

20 8.6 Additional Insurance.

21 In the. event GPC or any other P9rticipant at any time or-22 from time to time shall have elected to participate in 23- supplenental insurance programs to cover other-risks arising from-24 the ownership and operation of a nuclear power plant, including

-25 the extra cocts of. replacement power, the costs of such ,

53

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

l 1 protection shall be borne by GPC or such other Particip3nt, as 2 the case may be.

3 8.' Payment of Premiums.

4 The ag3 ste cost of all insurance, applicable to Each 5 Plant and procured by Southern Nuclear pursuant hereto, 6 includirg, without limitation, any deferred or retrospective 7 premium ascessments, shall be included in the cost of Nuclear 8 Operating Services. _

9 8.8 Cancellation of Insurance.

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

14 ARTICLE 7X 15 TERM OF THIS AGREEMENT 16 9.1 Term.

17 The term of this Agreement shall commence on the Effective 18 Date, subject nevertheless to any applicable rules, regulations s

19 and approvals of any regulatory authority whose approval is 20 required, and shall expire (i) when Each Plant has been retired

< 21 and decommissioned, the NRC has terminated the NRC operating 22 licenses, and the plant site has been returned to a condition 23 accet table to GPC, all in complianc with Legal Requirements, 24 (ii) upon termination pursuant to Section 10.1 hereof, or (iii) 25 upon mutual agreement of the parties. In no event, however, 26 shall this Agreement terminate unless all necessary regulatory 54 l

1

E. =

l' approvals for transfer of responsibility for Zach Plant shall 2 have been obtained. GPC's obligation to make payments to-

-3 Southern Nuclear under this Agreement that have not been 4 satisfied prior to the expiration of thn term of this Agreement 5 shall survive-such expiration of the term.

6 9.2 Termination of the Nuclear Services Aareement.

7 Upon the Effective Date, the Nuclear Services Agreement 8 shall terminate and shall be superseded in its entirety by this _

9 Agreement. Any and all Nuclear Support Services performed by 10 Southern Nuclear after the Effective Date, as a subset of Nuclear 11 Operating Services, shall be governed solely by this Agreement.

12 ARTICLE X 13 TERMINATION BY GPC OR SOUTHERN NUCLEAR

-4 10.1 Termination.

15 In the event GPC determines that it is in GPC's interest to 16 do so, or Southern Nuclear determines that it is in Southern 17 Nuclear's interest to do so, then GPC or Southern Nuclear may at

~

18 will terminate this Agreement subject to the following terms.

19 [ REDACTED-]

20 this right of termination shallibe GPC's sole and 21 exclusive-remedy, legal or equitable, for any failure by Southern 22 Nuclear at any time tx> perform its duties, - responsibilities, 23 obligations, or functions under this Agreement, or for any other 24 breach by Southern Nuclear of this Agreement. The procedure for 25 exercise of this right of termination shall be as follows:

55

-e e.

1- .(i) GPC shall.give written notice to Southern Nuclear-2- of GPC's determination to terminate this Agreement or 3 Southern Nuclear shall-give written notice to GPC of its .

4 determination to terminate this Agreement. It is recognized 5 that no termination can be accomplished until all necessary ,

6 regulatory approvals have been obtained to transfer the 7 operating responsibility for Each Plant to GPC. Following 8 the giving of such notice, the parties agree to cooperate, 9 in good faith, to accomplish the transfer of operating 10 responsibility in a prompt manner.

11 (ii) During the period between the giving of the notice 12 described in clause (i), and the date on which such transfer- -

11 of operating responsibility becomes effective, Southern

3. 4 Nuclear agrees to continue the provicion of Nuclear 15 Operating Services for.Each Plant.

16 (iii) Upon receipt of all necessary gosternmental 4 17 authorizaticns for transfer of operating responsibility for 18 Each Plant from Southern Nuclear to GPC, this Agreement 19= shall terminate.

20 [ REDACTED] GPC hereby agrees that-21 from and_after such termination, GPC shall indemnify and.

22- forever hold Southern Nuclear, its officers, directors and

.23 employees, and all other agents.and subcontractors except--to 24 the extent that.any such o'herfagents c and subcontractors are 25 liable or may be held liable under the terms of their 26 respective contracts,- harmless from and against any and all 56 s

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-- l - - liabilit y, costs, expenses (including reasonable. attorney's i fees) and judgments, which may thereafter be experienced by 3 Southern Nuclear in its capacity as Operating Agent (whether 4- the cause occurred before or after termination), and'GPC 5 further waives any clai" GPC may have against Southern 6 Nuclear, its officers, directors and employees, and'all 7 other agents and subcontract,rs except to the e.ent that 8 any such othur agents and subcantractors are-liable or may 9 be held liable under the terms of-their respective 10 contracts, for damage to property of the Participants, that 11 arose out of the activities of Southern Nuclear, its 12 officers,' directors, employees, and other agents,,

13 subcontractors and affiliates under this Agreement. The 14 indemnification and waiver contained heroin shall survive 15 termination and shall be specifically enforceable by 16 Southern Nuclear against GPC.

17 ARTICLE XI

.18 MISCELLANEOUS

-19 11.1 Uplidays, Business Days.

2n Any obligations to provide payments, information, approvals 21 or notices under this-Agreement, which shall become-due on a non-22 business uay shall become due upon the next business day. The 23 term " business day" shall mean any day other than-a day on which:

-24 banking institutions in the Cic.y of Atlanta, Georgia are H2 5 authorized ~by law to-close.

1 57 t-__

i y- -- __.____i-, ,..m , . , - - . ._ . . ,- , .-..

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

d 1 11.2- fg ire'Acreement.

2 This Agreement constitutes the. entire understanding between 3 the parties hereto, superseding any and'all previous 1 4 understandings, oral or written, portaining to the subject matter 5 contained herein. No party hereto has relied or will rely upon 6 any oral or other written representation or oral or other-written 7 information nado or given to such party by any representative of d

8 the othe* party or anyone on its behalf.

9 11.3 Assianments.

10 This Agreement shal1 be binding upon the successors and 11 assigns of the parties hereto, provided that Southern Nuclear 12 shall not be entitled to assign any of its obligations under this 13 Agreement or under any purchase order issued hereunder without 14 the prior written approval of GPC.

15 11.4 Modifications.

16 This Agreement may not be modified or amended in any respect

. 17 except in a writing executed by the parties hereto.

18 11.5 Governino Law.

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

p 21 11.6 Counterparts, 22- This Agreement may be executed in counterparts, each of 23 which when fully executed shall be deemed to have the sate 24 dignity, force and effect as if the original.

P l 58 i

- _ -~ . .

,e .

1 11.7 Waivers.

2 No provision of this Agreement shall be deemed waived nor 3 breach of this Agreement consented to unless such waiver or 4 consent is set forth in writing and executed.by the-party hereto

-5 making such waiver or consent.

6 11.8 Sale or Disposal of Pronerty.

7' Southern Nuclear shall not sell, lease, or otherwise dispose 8 of any real or personal property owned individually or1 jointly by 3 any or all of the Participants, unless such sale, lease or other 10 disposal is authorized by the Nuclear Managing Board; provided,-

11 however, that this' provision shall not apply to any facilities, 12- equipment or materials which are replaced with facilities, 13 equipment or materials, as the case may be, of like kind and or i 14 value at least equal to that of-the replaced facilities, 15 equipment or materials. Nothing in this Section 11.8 shall be 16 construed as an althorization by GPC or the' Managing Board.for 17 Southern Nuclear to take any action inconsistent with the 18 - provisions respecting plans and budgets-set forth in Section'3.2 19 hereof.

20 11.9 No Adverse Distinction.

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

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11- Southern Nuclear does not cause'GPC to violate this -

2- requirement.

3 11.9.2. In the performance of services hereunder, 4 Southern Nuclear shall not make any adverse distinction 5 between GPC a..o any other company or between Each Plant and 6 any other oenerating facility for which Southern Nuclear 7 provides services.

8 11.10 Notices.

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

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

16 Atlanta, Georgia 30308

-17 Attention: President 18 19- and if-given to Southern Nuclear shall be addressed +o:

20-21 Southern Nuclear Operating Comp'any, Inc.

22 P. O. Box 1295 23 Birmingham, Alabama 35201-1295

'2 4 - Attention: President 4

25 75 27 unless a different ctficer or address shall have been designated 28 by the respective party by notice in writing.

29 11.11 Captions.

30- The descriptive captions of the various Articler and

- 31 Sections of this Agreement have been inserted for-convenience!of' 32 - reference only.and chall in no way modify or restrictzany of the

- 33 terms and provisions hereof.

60 3

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l~ l11.12: Sinaular and--Plural;' Gender.

'2 Throughout this Agreement, whenever-any-word in the singular '

3 - number is used, it shall' include the plural unless the; cont' ext 4 otherwise requires; and whenever the plural number is used, it 5: shall include the singular unless the context otherwise requires.  ;

6 The use of the masculine shall include the feminine.

-7 11.13 Third-Party Beneficiaries.

8 Thjs Agreement is for the benefit of GPCs the other 9 Tarticipants and Southern Nuclear, and no person or entity other 10 t 'PC , the other Participants and Southern Nuclear is or shall 11 be e.*i+. led to bring any action to enforce any provision of this 12 Agreement against either of the parties hereto or the other 13 Participants.

11 4 11.14 Severability.

15 Should any provision of this Agreement be held to be invalid 16 or unenforceable by a court of competent jurisdiction, the 1~ remaining provisions shall remain in full force and effect, 18 provided that 4.eletion of the invalid or unenforceable provision' 19 does not materially affect the agreement of the parties contained 20 herein.

21 11.15- Aaency.

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

-24 for the other Participants pursuant to the. Participation 25 Agreements.

61 1 :- _

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1 2 IN WITNESS WHEREOF, the parties have hereto caused this 3 Nuclear Operating Agreement to be signed and scaled as of the 4 date first set forth above by their respective duly cathorized 5 representatives.

6 7 GEORGIA POWER COMPANY B

9 10 11 By: _

12 Its:

13 14 Attest:

15 16 (Corporate Seal) 17 18 19 SOUTHERN NUCLEAR OPFRATING COMPANY, 20 INC.

21 22 23 By:

24 Its:

25 26 Attest:

27 28 (Corporate Seal) 29 C2

,