HL-1035, Forwards Nuclear Decommissioning Funding Plan for Plant,Per 10CFR50.75(b) & 33(k).Reasonable Assurance That NRC Prescribed Min Funding Will Be Available to Decommission Each Unit on Current Expiration Date Exists
| ML20055H800 | |
| Person / Time | |
|---|---|
| Site: | Hatch  |
| Issue date: | 07/25/1990 |
| From: | Dahlberg A GEORGIA POWER CO. |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| HL-1035, NUDOCS 9007300102 | |
| Download: ML20055H800 (200) | |
Text
{{#Wiki_filter:.___ Geo<0ia R;wer Ccepany 333 Pedmcet Avev C' Atta'ita Georp'a 30308 -
. lotephone 404 M6 C000 Ma; ling /d9,.se-fbst Off tce Dos 4545 Atmnia. Georg;u 30302-01 yytbete . '
- e:e uwvny,+ rum wem CNf Ewutwe Oftcer July 25, 1990 -
0 ;HL-1035 x7GJ17-540 U. S.. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, D.C. 20555 O PLANT HATCH - UNITS 1 AND 2 NRC DOCKETS 50-321,- 50-366, OPERATING LICENSES DPR-57, NPF-5 NUCLEAR-DECOMMISSIONING FUNDING PIAN O' Gentlemen: Georgia Power. Company, acting for'itself and.as. agent-for Oglethorpe Power Corporation, the Municipal. Electric Authority of-Gecrgia, and The City of Dalton, Georgia (together with Georgia-O Power Company, collectively referred to as the "Co-Owners") ,: hereby submits'the decommissioning funding plan for Plant: Hatch Units.1 and 2 - pursuant to the reporting requirements of 10 'C. F. R. SS
- 50. 75 (b) and'50.33(k).
The attached funding. plan contains a description of the O- funding approaches Exhibits "A" through adopted "J,"- by each co-Owner, and includes, as individual certifications of financial assurance signed.by each co-owner, resolutions of the respective Co-Owner boards concerning nuclear decommissioning and a copy;of-the financial assurance-instrument (s) executed by;each co-Owner. O' Based on the information presented herein, there'is reasonable _- assurance that the NRC prescribed minimum funding will be available-to decommission each Plant Hatch unit on the current - expiration date 50.75(c). of each unit's operating license as set'forth in:10LC.F.'R. S' N' contact'Mr.Should W.youG.have any questions concerning this matter, please-Hairston, III at (205) 877-7279.-
. Sincerely, 9: '
N k) A.W. Dahlberg
^9007300102 900725 PDR ADOCK 05000321 P
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Georgia Power A I Enclosure Plant Hatch Nuclear Decommissioning Funding Plan cc: Georcia Power comoany ' Mr. W.Y. Jobe, Executive.Vice President-and Chief Financial-Officer Mr. R.P. Mcdonald, Executive Vice President, l b Nuclear Operations !' Mr. W.G. Hairston, III, Senior Vice President, Nuclear Operations Mr. H.C. Nix,-General Manager - Hatch Mr. J.D. . Heidt, Manager Engineering and 2,1 censing - Hatch Norms
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OalethorDe Power Corooration Ms. G.S. Hancock Municinal Electric Authority of Georaia Mr. C.P. Dann
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The City of Dalton Mr. V.D.-Parrntt Troutman. Sanders. Lockerman & Ashmore
-J. Lamberski, Esq. '
U.S. Nuclear Reaulatory Commission. Washinaton D.C. i Mr. L.P. Crocker, Licensing Project Manager - Hatch Mr. R.S. Wood, Senior Firancial Policy Analyst U.S. Nuclear Reaulatory Commission. Reulon II
) Mr. S.D. Ebneter, Regional Administrator l
Senior Resident. Inspector - Hatch i
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i 1 1 l 1 r . i 1 t f i b -NUCLEAR DECOMMISSIONING? FUNDING PLAN , FOR THE-EDWIN I. BATCH NUCLEAR-PLANT--UNITS.1 AND 2 - DOCKET NOS. 50-321 AND'50-366 '. LICENSE NOS. DPR-57:AND NPF .i
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I , TABLE OF CONTENTS I. Overview.. . . . . --. .- . .. . - . _ . . .. . _ . . . - . . - . 1 A. The Decommissioning Rule . . . . .. . . . .;.. 1z B. Plant Hatch-And The NRC Minimum Funding Requirement . . . . .. . . . .. . . . . . . . . ' . 1-C. Ownership Interests . . . . ... .. . . . . . . 2 a D. The Funding Plan And-Co-Owner Funding Approaches . . ..... . . . . . .. . . . . . . .- 2
) II. Co-owner Funding Approaches . . . .. . . . . . . . . 7 A. Georgia Power Company . . . . . . . . -, . . . . . 7 B. ~ Oglethorpe Power-Corporation ,. . . . . . . . . . 10 ) C. Municipal Electric Authority,0f Georgia . . . . . 13 D. The City Of Dalton, Georgia 1 .. . . . . . .. . 16 j i
III. Consolidated Nuclear Decommissioning Fund .. . . . . '19 f List of Tables . t , i'
- 1. Nuclear-Decommissioning NRC Minimum Funding i
Requirements, Plant Hatch . . . . .. .. .. . . . . 3
- 2. ' Nuclear Decommissioning Current NRC Minimum Cost
! Escalation Factor, Plant Hatch . . . . . . . . - - . . . . 4 1
- 3. Nuclear Decommissioning NRC Minimum Long 'ferm 1 Cost Escalation Factors, Plant Hatch . . . . . . . . . 6- l i
- 4. GPC Nuclear Decommissioning Fund, Plant Hatch l i Unit 1 . . . .. . . . . . . . . . . . .. . .. . . . . 8 _
, l S. GPC Nuclear' Decommissioning Fund, Plant-Hatch l Unit 12 . . . . . . . . . . ... . . . . . . - , . . . . . 9 j i 6. -OPC NuclearEDecommissioning Fund, Plant Hatch Unit 1 . . -. . . . . . . . . . . . . .. . . . . . . . . 11
- 7. OPC Nuclear Decommissioning Fund, Plant Hatch
' Unit 2 . . . . . . . . . . . . . . . . . . . . . . . . 12-l s 8. MEAG Nuclear Decommissioning Fund, Plant Hatch Unit 1 . . . . . . . . . . . . . . . . . . . . . . . . 14 e
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- 9. MEAG Nuclear' Decommissioning Fund, Plant Hatch -
! Unit 2 . . . . ... . . . - . . . . ~ . . . . .. . -. . . 15 10; Dalton' Nuclear' Decommissioning Fund, Plant
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Hatch Unit 1 . . . .-. . .. . . . - - . - - . .. . .. .. . . . . 17 ! 11. Dalton Nuclear Decommissioning Fund, Plant Hatch Unit 2 . . . . . . . . . .. . . . . . . . . . . ~ 18
) 12. Consolidated Nuclear Decommissioning Fund, 20 Plant Hatch Unit 1 . . . . . . . . . :. . . . . . . . .
- 13. Consolidated Nuclear Decommissioning Fund,-
Plant Hatch Unit 2 .. . . . . . . . .. . ~ . .. . . .. - 21
) i l
List of Exhibits- ) l A.. Resolutions of the Board-of Directors of GPC Concerning Nuclear Decommissioning and-GPC Qualified Master !
) Decommissioning Trust Agreement.
B. GPC Non-Qualified Master Decommissioning-Trust Agreement. - C. GPC Certification of Financial Assurance.
) D. Resolutions of the-Board of OPC Concerning' Nuclear Decommissioning and OPC Non-Qualified' Decommissioning. Trust '
Agreement. E. OPC Certification of Financial Assurance. l
) F. Resolutions of the Board of MEAG Concerning Nuclear Decommissioning and MEAG Decommissioning Trust Agreement. ;
G. MEAG Decommissioning Trust No. 2 Agreement' . y H. MEAG Certification of Financial' Assurance. I. Resolutions of The City of Dalton Concerning Nuclear .i Decommissioning and Dalton Decommissioning Financial Assurance Instrument. J. Dalton Certification of Financial Assurance. 7 i 11
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I. OVERVIEW.
- i. -A.. The Decommissioning Rule.
On June 27, 1988, the Nuclear Regulatory Commission ("NRC") L promulgated a final rule requiring licensees of c r mercial nuclear l L reactors to provide reasonable assurance that funds will be avail- ' ! able to decommission such reactors. Saa 10 C. F.R. S 50.75 (the )
" Rule"). As used in the Rule, the term " decommission" means to l f;. remove safely from service and reduce residual radioactivity to a level that-permits-release of the property for unrestricted use and termination of the NRC operating license. Egg 10 C.F.R. S 50.2.
The Rule requires each electric utility holder of a nuclear , reactor operating license to submit to the NRC by July 26, 1990 a
) decommissioning report containing a certification-that financial assurance for decommissioning will be provided in an amount:which 1 may be more, but not less, than the minimum amounts prescribed in Section 50.75(c) (1) of the Rule, adjusted annually using a factor at .least equal to that ' stated in Section 50.75(c) (2) . The Rule l permits non-federal electric utility licensees to utilize one or i ) more methods described in Section 50.75(e) (3), including (1) pre -
l payment, (ii) an external sinking fund into which deposits are made l at.least annually, and (iii) a surety method or-insurance. The Rule further requires that licensees submit _at or about five years prior to the projected end-of operation, a preliminary l
) decommissioning plan containing a cost estimate for decommissioning '
and an up-to-date assessment of.the major technical factors that could effect planning for decommissioning. l i l B. Plant Hatch And The NRC Minimum Funding Requirement.
) The Edwin I. Hatch Nuclear Plant (" Plant Hatch") is a BWR nuclear plant consisting of two units, each of which is licensed for a thermal power level of 2436 megawatts. The NRC operating license expiration dates of Plant Hatch Units 1 and 2 are August 6, 2014 and June 13, 2018, respectively. :
I Pursuant to Section 50.75(c)(1) of the Rule, the NRC minimum decommissioning funding requirement for each Plant Hatch unit in January,1986 dollars is $125,924,000 ($104,000,000 + (0.009 x 2436 x $1,000,000)). To the extent possible, this' funding requirement was escalated to current dollars using the inflation formula set
. forth in Section 50.75(c) (2)' of the Rule. Since data necessary to utilize the Rule's inflation formula is not available for future :
years, calculations are based on the GNP Implicit Price Deflator, l as projected by Wharton Econometric Forecasting Associates. The ' inflation rates, and the bases for such rates, assumed in this decommissioning funding report are presented in Tables 1, 2 and 3. The NRC minimum funding amount required on the license expira-tion dates will be adjusted annually to account for (1) actual ; inflation using a formula at least as conservative as that stated in Section 50.75(c) (2)- of the Rule, and (2) revisions to projected 1 ] a m e - w -- ,,-,,--w,--m- , , - . ,a n , m-,-,n - , - ,w- ,,e- e ,-
inflation. .The actual' fund contribution levels will be adjusted at least once every five years, if necessary, to ensure that the ,' projected fund balances on the license expiration dates remain f sufficiently close to the NRC minimum funding amounts. C. Ownership Interests. 7 Georgia Power Company, Oglethorpe Power Corporation, the Municipal Electric Authority of Georgia, and The City of Dalton, Georgia (hereinafter collectively referred to as the "Co-Owners") i each has an undivided ownership interest in, and is a co-licensee of Plant Hatch, Units 1 and 2, as follows:
- Plant Hatch ownership Unit i Unit 2 i GPC 50.1% 70.1%
.OPC 30.0% 30.0% <
MEAG 17.7% 17.7% Dalton R% 2.2% 100.0% 100.0%
) i D. The Funding Plan And Co-Owner Funding Approaches.
This decommissioning report (hereinafter referred to as the
" Funding Plan") is submitted pursuant to Section 50.75(b) of the ) Rule on behalf of all the Plant Hatch Co-Owners. Section II of this Funding Plan describes each of the funding approaches selected by the individual Co-Owners pursuant to the Rule. Section III of this Funding Plan combines the individual Co-Owner funding amounts to illustrate that the NRC prescribed minimum decommissioning funding amount will be satisfied for each Plant Hatch unit on the ,
I current expiration date of each unit's operating license- l This Funding Plan and the individual funding' approaches of l the Plant Hatch Co-Owners are subject to change in'the event that I (1) the current license expiration date for a unit is extended by l the NRC, (2) premature decommissioning . of a unit becomes neces-
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sary, (3) a Co-owner transfers part or all of its interest in a unit, (4) a-Co-Owner elects to use a different funding approach acceptable to the NRC, (5) the Georgia Public Service Commission I requires modifications that are consistent with the Rule's require- I ments, or (6) any.other change in circumstances occurs prior to the
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end of operation or decommissioning of either of the Plant Hatch units. l l
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TABLE 1 NUCLEAR DECOMMISSIONING NRC MINIMUM FUNDING REQUIREMENTS PLANT HATCH - (THOUSANDS OF DOLLARS) h % 3 [100% OWNERS $1'P.[
)L UNIT 1 OR UNIT 2 NRC MINIMUM REQT. = , $104,000 + .000 x THERMAL POWER LEVEL -
(IN JANUARY 1986 DOLLARS) (IN MEGAWATTS) -
- s. $104,000 + (.009 x 2,436 x 1,000]
)'
= l$125,924 l-
-l ESCALATION FACTOR: UNIT 1. UNIT 2
) ........ ......... ,........
= JANUARY 1986 1.000 $125,924 $125,924 i CURRENT ESTIMATE 1.260 l $158,664 l $158,664 l:
)~ ESTIMATE ON 3.634 l $457,630 l :
AUG 6,2014 1 q ESTIMATE ON 4.290 l $540,229 l 1 - JUN 13,2018 . l 1' .} a
, i FUR EA'CH CO. OWNER f , , ,
GEORGIA POWER OPC ' MEAG DALTON . TOTAL OWNERSHIP % 50.1 % 30.0 % 17.7 % 2.2% . -100.0 % ! i i UNIT 1 NRC MIN REQT $229,273 - $137,289 $81,001 - $10,068 $457.630 j ON AUGUST 6,2014 l
!l
-1 UNIT 2 NRC MIN REQT $270,655 $162,069 $95,621 $11,885 $540,229 !
' ON JUNE 13,2018 ' q l
NOTE: Amounts may not reconcile due to rounding. FILENAME: NRCMIN3 m?C [ 3 l l 3
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i i TABLE 2 (Pane 1 of 2) _ _ . NUCLEAR DECOMMISSIONING c CURRENT NRC MINIMlUM COST ESCALATION FACTOR . b ' PLANT HAYCH (4) (2) (3)- BWR- q 1
.(1)< ELECTRIC FUEL BURIAL
). LABOR POWER- OIL COST INDEX INDEX.- -INDEX FACTORS
' JAN 1986~~ 127.7- 119.3- 82.0 1.000 -
)- !
JAN 1988 =1.814 DEC 1989 .147.3 -113.8 68.1- .
)-
(6) (7) (8) (9) (5) ELECTRIC - FUEL BWR . BWR ' (10) LABOR POWER Oll'- ENERGY BURIAL'- - TOTAL , (L) (P) (F) .(E) (B)- BWR l l CURRENT 1.153 0.954' O.830- 0.859 1.814 l - -1.260 l , ESCALATION FACTORS i i l ', 4 e i
- See notes on sources and calculations on page 2.
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- ' t,
4 l-; , TABLE 2 (Paos 2 of 2)- NUCLEAR DECOMMISSIONING CURRENT NRC MINIMlUM COST ESCALATION FACTOR [ PLANT HATCH
)~
NOTES ON TABLE 2 SOURCES AND CALCULATIONS: (1) MONTHLY LABOR REVIEW, TABLE 25 (FORMERLY TABLE 24), EMPLOYMENT COST INDEX, COMPENSATION , WORKERS FOR SOUTH REGION 3 (2) PRODUCER PRICE INDEXES, TABLE 6, PPI FOR COMMODITY GROUPINGS,' INDUSTRIAL POWER -' j 500 KW DEMAND FOR SOUTH ATLANTIC (COM CODE 0543) i (3) PRODUCER PRICE INDEXES, TABLE 6. PPI FOR COMMODilv OftOUPINGS, LIGHT FUEL OILS (COM CODE 0573)-
) i i (4) REPORT ON WASTE BURIAL CHARGES, NUREG 1307. REV 1 TABLE 2.1, SOUTH CAROLINA =
SITE - (5) FACTOR DERIVED FROM COLUMN (1), DECEMBER 1989 VALUE DIVIDED BY JANUARY 1986 VALUE - I 1-i (6) FACTOR DERIVED FROM COLUMN (2), DECEMBER 1989 VALUE DIVIDED BY JANUARY 1986 VALUE i 4
' (7) FACTOR DERIVED FROM COLUMN (3), DECEMBER 1989 VALUE DIVIDED BY JANUARY 1986 VALUE i
i
' (8) ENERGY FACTOR FOR BWR = .23 x ELECTRIC POWER FACTOR + .77 x FUEL OIL j FACTOR j
i (9) FACTOR DERIVED FROM COLUMN (4), JANUARY 1988 VALUE DIVIDED BY JANUARY 1986 VALUE (M) TOTAL ECCALATION FOR BWR = .65 x LABOR ESCALATION + .13 x ENERGY ESCALATION
+ .22 x WASTE BURIAL ESCALATION FILENAME: NRCESCH3 6/13/90
/
t 5
TABLE 3 f NUCLEAR DECOMMISSIONING NRC MINIMUM LONG TERM COST ESCALATION FACTORS PLANT HATCH.
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ESCALATION - ESCALATIONI p RATE % FACTORS' CURREN7 l 1.260 l - DEC. 1990 4.40 % 1.315 DEC 1991 4.40% . 1.373
) 'DEC 1992 4.40% :1.434.
DEC 1993 4.40 % 1.497-- l DEC 1994 4.40% ' 1.563 DEC 1995 4.40% 1.631 DEC- 1996 4.40% - 1.703-
) DEC- 1997 4.40% . 1.778 DEC 1998 4.40% ' 1.856'-
DEC 1999' 4.40% ' 1.938 DEC L ' 2000 - 4.40% 2.023'
< DEC . 2001 4.40 % ' 2.112 j DEC 2002 - 4.40% 2.206 I ).
DEC 2003 4.40% 2.302-DEC 2004 4.40% 2.404 DEC 2006 - 4.40% 2.509 DEC 2006 4.40% 2.620 l DEC 2007 4.40% ' 2.735 i i DEC 2006 4.40% - 2.855 i DEC 2009 4.40 % 2.981 ; I DEC 2010 4.40% 3.112 DEC 2011 4.40% : 3.249 j DEC 2012 4.40% 3.392 DEC 2013 4.40% 3.541' DEC 2014 4.40% 3.697- j DEC 2015 4.40% - 3.860 l DEC 2016 4.40% 4.030
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DEC 2017 ~ 4.40% - 4.207 ! DEC 2018 4.40% 4,392 l NOTES: 4.40% EQUALS 1990 2008 AVERAGE ANNUAL - GNP IMPLICIT PRICE DEFLATOR FROM WEFA GROUP,4TH QTR 1989 FILENAME: NRCLT3 6/13/90 , l -l 1 1 I > -1 6 o
1 II. CO-OWNER FUNDING APPROACHES. A. Georgia Power Company ("GPC"). E GPC has selected the external ~ sinkir.g fund method of funding l the decommissioning costs associated with its proportionate inter- . l est in Plant Hatch Units 1:and 2. Specifically, GPC has made an ' initial contribution:and.will make annual contributions to a trust fund, having separate accounts for each unit, such that the.prin- 1 [ cipal and accumulated earnings, less those amounts necessary to pay - ) the expenses of administering the trust, will at.least equal GPC's. shara-of the NRC prescribed minimum amount: for the Plant Hatch units,= on the. current expiration dates of the operating licenses , of Plant Hatch Units 1 and'2. Because a portion of GPC's annual [J decommissioning trust fund contributions will not qualify for tax deductibility under IRS regulations, GPC has entered into two separate trust agreements, one for qualified funds and the other for non-qualified funds. _ Pursuant to Section 50.75(b) of the~ Rule, copies of both trust agreements, executed by GPC and Bank South, i N.A., as' trustee of both trusts,,are attached hereto as Exhibits "A" and "B". A certified _ copy of,the resolutions-of the GPC Board
) of Directors concerning nuclear decommissioning, adopted January 17, 199C, is-also included with the Exhibit'"A" trust agreement.
Tables 4 and 5 show GPC's trust fund contributions, fund earnings and cumulative fund balance over the current operating L lives of Plant Hatch Units 1 and 2, respectively. The' trust fund J contributions shown on Tables 4 and 5 are broken into two columns: (1) contributions which the Georgia Public Service Commission has 1 authetized GPC to include in its cost of service-based-on the NRC I mirimum funding amounts projected in early 1989; and (2)._ additional l i contributions necessary to increase the fund to the NRC minimum 1 required amounta projected in 1990. As part of its general rate case filings, GPC plans to request the Georgia Public ' Service Commission to authorize GPC to include in its cost of' service the l additional contributions necessary to fund the NRC minimum required ! amounts projected at the time of such filings. The fund earnings-rate of 6.95% is the annual earnings rate assumed after payment of I taxes and expenses necessary to administer the' trust fund. 1
.l Based on the information presented her_ein, GPC has concluded !
that reasonable assurance exists that funds will be available to I decommission each Plant Hatch unit on the current expiration date ' of each unit's operating license in an a Junt at least equal to GPC's percent interest in such unit times me NRC prescribed mini-
)
mum funding amount for such unit set.forL in Section 50.75(c) of the Rule. GPC's certification of the foregoing, pursuant to Sec- , tion 50.75(b) of the Rule, is attached. hereto as Exhibit "C". j i
) ). 7 dl
0 O. , l i TABLE 4 GEORGIA POWER COMPANY
. NUCLEAR DECOMMISSIONING FUND . l
>g . PLANT HATCH UNIT 1 (8000) Begin of Fund Contribution . End' of Share of ) Calendar. Year Fund - Authorized To Be -- Year NRC Rule 1 I O Year _ Fund Bal . . Earnings in Rates -- Requested Fund Bali . Minimum - 3/15/90- 0 0 505' 505 1990> 505- 28 2,021 2,554 .
'1991 2,554 178 2,021 4,752 '
- QL 1992 4,752 3301 2,021 7,104 j 1993 7,104 -494' . 2,021 9,618 ~
1994 '9,618 668 2,021: 12,308 1995 12,308 855 2,021 15,184 1996 15,184 1,055. 2,021 739 19,000. , t 1997 19,000 ^ 1,320 2,021. 739 23,081- l 9' :1998 23,081- 1,604 2,021 739 27,445 l :1999 27,445 1,907 2,021. 739 32,113
~2000 32,113 2,232 - 2,021- -739: -37,105 ,
43,422 l 2001 37,105 2,579 3,000 ' 739
- 2002 ~ 43,422 3,018 5,936 739 53,116 O- 2003- 53,116 3,692- 5,936 739 63,482
-l
'2004 63,482 4,412 5,936 739- 74,570 2005 74,570 5,183 5,936 739 86,427 1 2006 86,427 6,007 .5,936 :739 99,109 l 2007 ~ 99,109 - 6,888 5,936: .739 112,672- I j 2008 112,672 7,831. 5,936' 739 127,178 2009 127,178' 8,839 5,936 739 :142,693 l 142,693' 9,917: 5,936 l 2010- 739 ,159,285 2011 159,285 11,070 5,936 ~ 739 177,030 2012 177,030 12,304 5,936- 739 196,009 l
2013 196,009' 13,623 5,936 739- 1216,307-
.! 2014 216,307- 8,979 3,546 ~442l- ' 229,273 l 229,273 l p __________ __________ __________
115,013 ~ 100,514 13,747 ! r1 Note: Results reflect fund earnings thru August 6,2014 } Annual F9qd Earnings Rate 6.96% Amounts may not reconcile due to rounding. l Filename: H1NRC 6/15/90 l 1 l-l
'1 TABLE 5 GEORGIA POWER COMPANY:-
l
- NUCLEAR DECOMMISSIONING FUND-
> PLANT HATCH UNIT 2
- c,ggg, l
Begin of Fund Contribution. End of - Share of ;
- Calendar Year Fund- Authorized - To Be : Year ' . NRC Rule-- ;
- b. Year Fund Bal Earnings In Rates. Requested ; . Fund Bal Minimum 3/15/90 0 0 500 500 -
1990 500 28- _1,998 . 2,526 1991- '2,526 176 1,998 ~ 4,699 - -
-1992 4,699 327 1,998- 7,024
, 1993 7,024 488: 1,998 - 9,510: ; 1994 9,510 661 1,998.. 12,169 ,
'1995 '12,169 846 1,998 15,013.
- 1996 15,013 1,043- 1,998 .621 -18,675 1997- 18,675 ' 1,298 ~ 1,998 621: -22,592 1998 22,592' 1',570' 1,998 621) 26,781 1999 26,781 '1,861- .1,998 621 31,261 l !
2000 31,261 2,173 1,998- 621 ~ 36.053 l 2001 36,053 '2,506 2,585 L621 41,765 ; 2003 41,765 2,903 4.345 -621. 49,634 ' l 2003 49,634 3,450 4,345' 621 58,049 2004 58,049 4,034 4,345 621'. 67,050! ; 67,050 4,660 _4,345 76,676 4 2005 621 2006 76,676 5,329 4.345 621 .-86,971 2007 86,971 6,044 4,345 621 97,981-2008- 97,981 6,810 4,345 621 c 109,757 1 2009 109,757 7,628 4,345 621' 122,351- ! 2010- 122,351 8,503 4,345 621_ 135,820 2011 135,820 9,440 4,345 621 150,226- ; 150,226 4,345 165,632 ! 2012 10,441 621 2013 165,632 11,511 4,345 621 182,110 2014 182,110 12,657 4,345 621 199,733 2015 199,733 13,881 4,345 621 218,580 ' 2016 218,580 15,191 4,345 621 238,737 2017 238,737 16,592 4,345- 621 260.296' 2018 260,296 8,128 1,952 279 l 270,655 l 270,655 l i 160,178 96,535 13,941 Note: Results reflect fund earnings thru June 13,2018 Annual Fund Earnings Rate 6.95 % Amounts may not reconcile due to rounding. Filename: H2NRC 6/26/90 , 9 4 y - - . , , . . , . _ _ ,,#_s, yywr ,, ,- , .%, , , . . ,-.y.. ,._,., ,e..-w
l B. Oglethorpe Power Corporation ("OPC"). OPC has selected the external sinking fund method of funding
): the decommissioning costs associated with its. proportionate inter-est in Plant Hatch Units 1 and 2. Specifically, OPC has made an initial contribution and will make annual contributions to a trust fund, having separate accounts for each unit, such that the prin-cipal and accumulated earnings, less those amounts necessary to pay taxes, if any, and the expenses of administering the trust, will ) at least equal OPC's share of the NRC prescribed minimum amount for the Plant Hatch units, on the current expiration dates of the operating licenses of Plant Hatch Units 1 and 2. Pursuant to Section 50.75(b) of the Rule, a copy of the trust agreement for a 1 non-qualified fund executed by OPC and Citizens and Southern Trust Company (Georgia), N. A. , the trustee, is attached hereto as Exhibit 1 ) "D". A certified copy of the resolutions of the OPC Board, adopted l May 14, 1990, is also included with the Exhibit "D" trust agree- j ment.
Tables 6 and 7 show OPC's trust fund contributions, fund earnings and cumulative fund balance over the current operating -) lives of Plant Hatch Units 1 and 2, respectively. The fund earn-ings rate of 8.0% is the annual earnings rate assumed after payment of taxes, if any, and expenses necessary to cdminister the trust fund. Based on the information presented herein, OPC has concluded
) that reasonable assurance exists that funds will be a'ailable to decommission each Plant Hatch unit on the current expiration date of each unit's operating license in an amount.at least equal to OPC's percent interest in such unit times the NRC prescribed mini-mum funding amount for such unit set forth in Section 50.75(c) of the Rule. OPC's certification of the foregoing, pursuant to Sec-
[ tion 50.75(b) of the Rule, is attached hereto as Exhibit "E". I h-
)
1
)
10 1
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TABLE 6 OGLETHORPE POWER CORPORATION ,
- NUCLEAR DECOMMISSIONING FUND PLANT HATCH UNIT 1
($000)' Begin of _ End of Share of
' Calendar - - Year Fund Fund Year . NRC Rule ' ) Year Fund Bal Earnings Contribution Fund Bel Minimum 7/90 0 0 15,485 .15,485 1990 15,485 619 548 16,6534 1991 16,653 1,332 _548 18,533 1992 .18,533-- 1,483 548- 20,564 3 '20,564- 1,645 - 548 - 22,758' 1993-1994 22,758 1,821 548 25,127 1995 25,127.. 2,010 548 27,685 1996 27,685 .2,215 548 30,449-1997 30,449 2,436 '548- 33,433 ) 1998~ 33,433 2,675- 548 36,656 1999 36,656 2,932 548 40,137.
2000 40,137 3,211 548 -43,896 2001- 43,896 3,012 548 ..47,956' 2002 47,956 3,836- 548 52.341-
) 2003 52,341 _4,187 4,566 548' 57,077 62,191 2004 57,077 548 2005- 62,191 4,975 548 67,715 2006 67,715 5,417 548 73,680 2007 73,680 5,894 548 80,123 2008 80,123 6,410 548 87,081 2009 87,081 6,967 548- 94,596 2010 94,596 7,568 548 102,712 2011 102,712 8,217 548 111,478 2012 111.478 8,918 548 120,944
- 2013 120,944 9,676 548 131,168 2014 131,168 6,268 0l 137,436 l' 137,289 l.
108,790 28,646 Note: Results reflect fund earnings thru August 6,2014 . Annual Fund Earnings Rate } 8.00 % Amounts may not reconcile due to rounding. Filename: H1NRC 6/25/90 L, i ?:
? TABLE 7 OGLETHORPE POWER CORPORATION y NUC . EAR DECOMMISSIONING FUND ' PLANT HATCH UNIT 2 - ($000) _ Begin of End of Share of Calendar Year Fund Fund Year - NRC Rule )- Year - Fund Bal - Earnin9s Contribution Fund Bal Minimum
' 7/90 ' 0 0 11,334 11,334 1990 11.334 453 655 12,443 1991' 12,443 995: 655 14,093 !
) .- 1992 -14.093 1,127 -655 15,875 7 1993 15,875 1,270 655- 17,800. 1994 :17,800- 1,424 655- _19,878 1995 19,878 1,690 655- 22,123 1996 J 22,123 1,770. 655 24,548 q 1997' 24,548 1,964 655' 27,167 j~ 1998 27,167 2,173 655 29,995 1999 29,996 2,400 - 655 33,049 2000 33,049 2,644 655 36,348 2001 36,348 2,908 655 39,910' i 2002 39,910 3,193 655 43,7581 L 2003 43,758 3,501 655 47,913 ' 2004 47,913 3,833 655 52,401 2005 52,401 _4,192 655- 57,248-2006 57,248 4,580 655 62,482 2007 62,482- 4,999 655 -68,136_ i
) 2008 68,136 5,451 655' 74,241 2009 74,241 5,939 655 80,835 1 2010 80,835 6,467 655 87,957 q 2011 87,957 7,037 655 95,648 2012 95,648 7,652 655 103,955 2013 103,955 8,316' 655 112,926 I 2014 112,926 9,034 655' 122,615 2015 122,615 9,809 655 133,079 2016 133,079 '10,646 655 144,380 2017 144,380 11,550 655- -156.585 . .
2018 156,585 5,628 0l 162.213 l- 162,0691 h 132,546 29,667 q Note: Results reflect fund earnings thru June 13,2018. Annual Fund Earnings Rate . 8.00%
- i. , Amounts may not reconcile due to rounding.
Filename: H2NRC 0/25/90 12
.J '.
l[ ) l C. Municipal Electric Authority Of Georgia ("HEAG"). l MEAG is an instrumentality nf the State of Georgia of per-petual existence, which provides wholesale electric service - to political subdivisions of the scate. Since 1977,- MEAG has been making deposits into accounts in amounts deemed necessary to satis-l fy MEAG's proportionate share of the decommissioning costs (both costs associated with decommissioning, as that term is used in the l NRC Rule, and costs associated with dismantling the remaining portions of the plant) of the Plant Hatch units on the current expiration date of each unit's operating license. Pursuant to the requirements of the NRC Rule, MEAG has select- l ed the external sinking fund method of funding its proportionate ; share of the decommissioning costs'of Plant Hatch. Specifically, MEAG has made an initial contribution and will make monthly con-tributions to a trust fund, having separate accounts for each unit, such that the principal and accumulated earnings, less those , amounts necessary to pay the expenses of administering the trust, will at least equal MEAG 's share of the NRC prescribed minimum i amount for the Plant Hatch units, on the current expiration dates of the operating licenses of Plant Hatch Units 1 and 2. Pursuant l to Section 50.75(b) of the Rule, a copy of the trust agreement,- l
) executed by MEAG and The Citizens and Southern National Bank, the )
trustee, is attached hereto as Exhibit "F". A certified copy of the resolutions of the MEAG Board concerning nuclear decommission-ing, adopted January 17, 1990, is included with the Exhibit "F" trust agreement. For your information, MEAG also has made an initial contribu-tion and will make additional monthly contributions, if necessary, to a separate trust fund (" Trust No. 2") to cover the costs of decommissioning the non-radioactive portions of the Plant Hatch units, together with any additional amounts required to decommis-
)
sion radioactive portions which are not sufficiently funded in the Exhibit F trust. A copy of the Trust No. 2 agreement executed by MEAG and The Citizens and Southern National Bank, the trustee, is attached hereto as Exhibit "G". Tables 8 and 9 show MEAG 's initial and annual trust fund
) contributions for NRC required decommissioning, fund earnings and cumulative fund balance over the current operating lives of Plant Hatch Units 1 and 2, respectively. The fund earnings rate of 7.0%
is the annual earnings rate assumed after payment of expenses necessary to administer the trust fund.
) Based on the information presented herein, MEAG has concluded that reasonable assurance exists that funds will be available to decommission each Plant Hatch unit on the current expiration date of each unit's operating license in an amount at least equal to MEAG's percent interest in such unit times the NRC prescribed minimum funding amount for such unit set forth in Section 50.75(c) i of the Rule. MEAG's certification of the foregoing, pursuant to Section 50.75(b) of the Rule, is attached hereto as Exhibit "H".
13 1 l
- - - ~. . . . - . .
f O l TABLE 8 ,
' MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA y NUCLEAR DECOMMISSIONING FUND ,
PLANT HATCH UNIT 1 ($000) . 4 Begin of End of - Share of , O - Calendar ' Year Fund Fund' L Year NRC Rule Year Fund Bal Contribution - Earnings - Fund Bal Minimum-l
- )
1989 8,960 8,960 1990 8,960 - $32 646- 10,138 0 19911 10,138' 532 . 728 11.398 [ 1992- . 11,398 - 532 816- 12,747 3 11993 12,747 532 911 14,189 ; 1994 14.189 532 1,012 15,733 1995 15,733. 532- 1,120 17,385 7
.1996 - 17,385 532 1,236 19,153 '
1997 19,153 532- 1,359 21.044 1998 21,044 532 1,492 23,068 + 1999- 23,068 + 53S 1,633 25,233 2000 25,233 532 1,785 27,550 - J 2001 27,550 532 1,947 30,029 3 2002 30,029 532 2,121 32,682 2003 32,682 532' 2,306 35,520- l 2004 35,520 -532 2,505 38,557 j 2005 38,557 532 2,718 41,807 / 2006 41,807- 532 2,945 '45,284 l 2007 45,284- 532 3,188 49,004- l
) 2008 49,004 532 _3,449 52,985 -j 2009 52,985 532 3,728 57,245' l 2010 57,245 532 4,026 ~ -61,803 2011- 61,803 532 4,345 68,679 2012 6C,679 532 4,686- 71,898
) 2013 71,898 532 5,051 77,481 2014 77,481 318 3,202 l 81,001 l 81,001 l 22,046 58,955
) . Note: Results reflect fund earnings thru August 6,2014
. Annual Fund Earnings Rate 7.00% -
Amounts may not reconcile due to rounding. Filename: H1NRC 6/25/90
).- )l 14
b' .
?
TABLE 9 ; MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA ) NUCLEAR DECOMMISSIONING FUND i
) PLANT HATCH UNIT 2 j
-(8000) l l
End of Share of . j Begin of
. Calendar Year . Fund- . Fund Year NRC Rule - )l Year Fund Bal Contribution Earnings Fund Bal Minimum -
1
-1989 7,396 7,396 .
1990 7,396 519 .536: 8,451 1991 8,451 519 610 9,580-1992 -9,580 519 689 10,788:
)' 12,080-1993 10,788' 519 ~ 773 .
1994 12,080 519 864 -13,463- l 1995 13,463 519 -961 14,942 1 1996' 14,942 519' 1,064 16,526 i
-1997 16,526 _ -519 1,175 18,220 i ) 1998' 18,220 519- 1,294 l 20,032-1999 20,032 519 1,420 21,972 '
2000 21,972 519 1,556 .24,047 , 2001 24,047 519 1,701 26,267; 2002 26,267 519 1,857 28,643
) 2003 28,643 519 2,023 31,186- ,
2004 31,186 519 2,201- 33,906- . 2005 33,906 519 2,392 36,816 ; 2006 36,816 519 2,595- 39,931' " 2007 39,931 519 2,813 - 43,263 2008 43,263 519 3,047' 46,829-b 2009 46,829 '519 3,296 50,644 l 2010 50,644 519 3,563 54,726 L ' j 2011 54,726 519 3,849 59,094 2012 59,094 519 -4,155 63,768-l ., L 2013 63,768 519 4,482 68,769 : 2014 68,769 519 4,832 74,120: I 2015 74,120 519 5,207 79,846 2016 79,846 519 5,607 85,972 2017 85,972 519 6,036 92,528 2018 92,528 233 2,860 l 95,621 l 95,621 l' 22,163 73,458 l l Note: Results reflect fund earnings thru June 13,2018 l Annual Fund Earnings Rate 7.00 % .I Amounts may not reconcile due to rounding, l Filename: H2NRC 6/25/90 l I l 15 l
)
D. The City Of Dalton, Georgia ("Dalt.on"). Dalton has selected the prepayment metted of funding the ) decommissioning costs associated with its proportionate interest Specifically, Dalten has purchased in Plant Hatch Units 1 and 2. , stripped treasury and REFCORP bonds which have been deposited to an escrow fund, having separate accounts for each ur/it, such that the principal and accumulated earnings, less those amounts necessary to pay the expenses of administering the ,tund,'will at
) ,
least equal Dalton's share of the NRC prescribed minimam amount for the Plant Hatch units, on the -current expiration dates of the operating licenses of Plant Hatch Units 1 and 2. Pursuant to Section 50.75,b) of the Rule, a copy of the escrow agreement executed by Dalton and Citizens and Southern Trust Compar.y (Georgia), N.A., the escrow agent, is attached hereto as Exhibit
) "I." A certified copy of the resolutions of The City of Dalton concerning nuclear decommissioning, adopted July 23, 1990, is also included with the Exhibit "I" escrow agreement.
Tables 10 and 11 show Dalton's initial purchase'of bonds, '
-their maturity dates, their value at maturity and their value on-2 the license expiration dates of Plant Hatch Units 1 and 2, respec-tively. An effective annual interest rate of 8% was used to calcu-late the value of the bonds either before or after their maturity-dates. Consistent with the NRC minimum funding requirements,.
Dalton may buy and-sell bonds to better match bond maturity dates-with projected dates of decommissioning expenditures.
)
Based on the information presented herein, Dalton has con-
- cluded that reasonable assurance exists that funds will be avail-able to decommission each Plant Hatch unit on the current expira-tion date of each unit's operating license in an amount at least equal to Dalton's percent interest in such unit - times the NRC
/ prescribed minimum-funding amount for such unit set forth in Sec-tion 50.75(c) of the Rule. Dalton's certification of the forego-
- ing, pursuant to Section 50.75(b) of the Rule,-is attached hereto as Exhibit "J".
i i l l l 16
k 1
- TABLE 10 -
y- .THE CITY OF DALTON, GEORGIA' PLANT HATCH' UNIT l . ($ X 000) -
- SHARE OF
)- BOND MATURITY VALUE @ VALUE @ ' NRC RULE DESCRIPTION ' DATE MATURITY DATE - LIC, EXP, DATE MINIMUM ' , l
- STRIPPED TREASURY 15-Nov-2012 ' $1,000 * $1,142 ! ) STRIPPED TREASURY 15-Nov-2014 $1,500 81,468 i
STRIPPED TREASURY -. 15-Nov-2015 . $1.500 $1,357 - STRIPPED TREASURY 15-Nov-2016 $1 ~, 400' - $1,171 . N
~ STRIPPED TREASURY 15-Nov-2017 . $2,400 $1,856 ~
STRIPPED TREASURY 15-Nov-2018 $3,000 $2,146 l s
- STRIPPED REFCORP 15-Jan-2030 $3,300 $989
-); ______.____________ ___ ___________ __ ______________ __ ______________ __ _ _ ______ ,
$14,100 - l $10,129 l . l -- $10,068 l l Note: Results reflect fund earnings thru August 6,2014 Annual fund earnings rate 8.00% ' j Filename: DALDC01 ) .-
Amounts may not reconcile due to rounding, j
):
1
) )
z) 17
h TABLE 11
= THE CITY OF DALTON, GEORGIA
)- PLANT HATCH UNIT 2 ($ X 000) - SHARE OF - BOND MATURITY -- VALUE @ VALUE @ - NRC RULE:, DESCRIPTION DATE. MATURITY DATE LIC. EXP. DATE MINIMUM' .l
' STRIPPED REFCORP 15-Jan-2020 $3,000 $2,649 -l 1
- f. STRIPPED REFCORP - 15-Jan-2021 $2,200 - $1,796 STRIPPED REFCORP 15-Jan-2022 $2,300 . $1,736 STRIPPED REFCORP 15-Jan-2023 - $2,500 $1,744 i
STRIPPED REFCORP 15-Jan-2024 - $1,900. $1,226 ' STRIPPED REFCORP 15-Jan-2025
$900 .$537 STRIPPED REFCORP 15-Jan-2026 $700 :$386-i STRIPPED REFCORP 15-Jan-2030 $4,700 - $1,908
-1
$18,200 l $11,982 l' l- $11,885 l-i t
NOTE: Results reflect earnings thru June 13,2018 ' Annual fund earnings rate 8,00% i Filename: DALDC01 Amounts may not reconcile due to rounding, l' i i e i 1 1 4 18
C' ; III. CONSOLIDATED NUCLEAR DECOMMISSIONING' FUND, I Tables 12 and 13 illustrate the consolidated nuclear decommis- 1 }. 'sioning fund. balance for all Co-Owners of-Plant Hatch Units 1 and 2, respectively. As evidenced by Tables 12 and 13, the Plant. Hatch Funding Plan- l described herein provides reasonable-assurance that funds will be available to decommission each of the Plant Hatch units on the
) current expiration date of each unit's operating-license, in an amount at least equal to the. minimum amount specified in Section.
50.75(c) of the Rule for BWR units of the size of the-Plant Hatch units. D H D
)
b 1 I l 1 i 1
p , 1 1 I TABLE 12 CONSOLIDATED NUCLEAR DECOMMISSIONING FUND PLANT HATCH UNIT 1 p"-
- (8000) - 7..
End of Year Fund Balances i
- Calendar ----- -- - - - - - NRC Rule .
Year. GPC OPC. MEAG? ' Dalton' Total ' Minimum V -- - - - - - - 1990 2,554 16,653' 10,138 1,646 - 30,991
'1991; 4,752 = 18,533 ; 11,308 1,778 - 36,462 -
19921 7.104. 20,564 = 12,747 ~ 1,920- !42,335 - 1993 9,618 22,758- 14,1891 2,074 . J 48,640 1 [- 1994 -12,308: 25,127 ' 15,733 . 2,240 ' 55,408-1995 115,184 L 27,685 17,385- - 2,419 : 62,674:- 1996 19,000 30,449 - ,19,153 2,613 '71,214 - 1 1997- 23,081 .33,433 ' -21,044 2,822 80,379- , 1998' ' 27,445 -36,656 - 23,068: - 3.047 ~ 90,216 , 1999- 32,113- ' 40,137- 25,233 3,291 100,774 2000 ' 37,105 43,896 27,550- 3,555 ; 112,105 - 2001 43,422 47,956. 30,029 3,839 = -125,247 , 2002 53,116 52,341- 32,682 4,146 142,284; 2003 63,482 57,077 35,520 4,478 160,557 2004 74,570 62,191 38,557 ; 4,836.. 180,154
'2005 86,427 - 67,715 41,807 ~ 5,223 :201.172. l 2006 99,109' 73,680. 45,284- 5,641 223,714' 2007- 112,672 - 80,123 - . 49,004 , 6,092 1 247,892_. ;
- i. 2008 '127,178 87,081 52,985 ~ 6,579 L 273,8241 !
2009 142,693 94,596 57,245 . 7.106 '301,639' 2010 159,285 1102,712 61,803 L 7,674 , 331,474 : :i 2011- 177,030 111,478 66,679 ~ . 8,288 363,476 i 2012 196,009 120,944 71,898- ' 8,951 397,802; 2013 ' 216,307 131,168 '77,481-9,667 434,623-2014 229,273 - i137,436 81,001 10,129 l = 457,839 l l 457,630 l '! Note: Results reflect fund earnings and contributions thru August 6,2014.' , . Amounts for Dalton reflect estmated value of bonds at year-end. Amounts may not reconcile due to roundin0 Filename: H1NRC 6/26/90 ' 9 I s l 20 i i e < - ., - + -c..,,.-- , . . , . , .
1 d 1
'l TABLE 13
. CONSOLIDATED NUCLEAR DECOMMISSIONING FUND -
< - ' PLANT HATCH UNIT 2 - )
)-- ($000) l I a ., End of Year Fund Balances
,. Calendar -- - - - - - - - - - Nr. Rule :
Year. GPC OPC- MEAG Dalton - Total _ f,%num -l 1990 2,526 12,443- 8,451 = 1,448 24,867 - 1991 4,699 14,093 ; 9,580 : 1,564 ' ~ 29.935 f 1992 7,024 - 15,875 . -10.784 ~1,689 35,375 - l
)
1993- 9,510 ' 17,800 12,080- .1,824' 41,214 1994 -12,169 19,878 13.463 1,970 47,480 1995a 15.013: 22,123 14,942 2,127 . 54,206-1996. 18,675 :24,548 - 16,526 - 2,298- . 62,046 -l
-19971 22,592 27,167 18,220 - 2,481 70,460 1998 26,781 29,995. 20,032 2,680 79,488 l 1999. 31,261 33,049 21,972 2,894 89,176 ;
2000' 36,053 36,348 ' 24,047 3,126 99,574 2001 41,765- 39,910' 26,267 .3,376 - 111,318 ~. 2002' 49,634 43,758 - 28,643 3,646 125,681-( 58,049 47,913i 31,186 3,938 141,086
) 2003 2004 67,050 - 52,401 : 33.906.. 4,253 = 157,609--
.2005 76,676 57,248 36,816 i .4,593- .175,333 -
2006 86,971- 62,482 - 39,931 '4,960 ,194,344 2007 97,981 '68.136 43,263 5,357 214,737.' l 2008 109,757 74,241 46,829 5,786 236,613-
) -. :
2009 122,351 80,835 50,644 ' 6,249 260,079 - 2010 135,820 87,957 = 54,726 ' - 6,749 285,252 2011 150,226 95.648 59,094 7,288 312,257 2012 165,632 103,955 63,768_' 7,872 341,227 2013 c.182,110 112,926 68,769 8,501 372,306
) '2014 199,733 122,615 74,120 9,181 405,649 =
2015 218,580 133,079 79,846 9,916 441,421' l 2016 238,737 144,380 85,972 10,709 479,799 ; 2017 260,296 156,585 ' 92,528' 11,566 520,974 2018 270,655 162,213 . 95,621' 11,982.l 540,471 'l l 540,229 l'- .
- e l'
Note: Results reflect fund earnin9s and contributions thru June 13,2018 Amounts for Dalton reflect the estimated value of the bonds at year-end. Amounts may not reconcile due to rounding. i p Filename: H2NRC 6/26/90 21
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j Nuclear Deccmmissioning: Mr. Warren Y. Jobe, Executive Vice President and Chief Fiaancial Officer, recommended that the Board authorize the , ) officers of the Company to 1) enter 1into trust agreements I with one or more banks for the establishment of external trust funds as required by.the Nuclear Regulatory Commission in connection with the decommissioning of nuclear Plants Hatch and Vogtle; 2) enter'into investment ! management agreements with one or more investment managers li
'for the. management of funds set aside in the nuclear
) decommissioning trusts; .and 3 )' ' file - with the Nuclear Regulatory Commission, prior to July 26, 1990, such plans I and documents as required by the Commission describing the-arrangements for funding the decommissioning of the units ; of Plants Hatch and Vcgtle upon the termination of ' commercial operation of the1e units. ) WHEREUPON, On motion, duly made and seconded, the following resolutions were adopted with William P. Copenhaver.and Virginia A. Dwyer: ) WHEREAS, Georgia Power Company (hereinafter referred j to as the " company") presently -owns a portion of and operates nuclear power facilities at Plants ' Hatch and Vogtle pursuant to nuclear facility operating ' licenses issued by the United States Nuclear Regulatory Commission; and , [ WHEREAS, such operating licenses are expected to expire beginning in the year 2014, at which time the company desires to-begin removing the- affected nuclear 1' facility safely from service and reducing the residual radioactivity to a level that permits termination of the ) applicable license (hereinafter referred to as " radioactive decommissioning"); and WHEREAS, the Nuclear Regulatory Commission, " pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1 9.7 4 , has promulgated
) regulations in Title 10, Chapter I of the Code of Federal-l Regulations Part 50, with respect to the radioactive decommissioning of nuclear power facilities; and {
I WHEREAS, Section 50. 75 of Title 10 'of the Code of ' Federal Regulations - requires that a holder of, or ~an applicant for, a license to operate a nuclear power
)
facility provide assurance that funds will be available when needed for certain radioactive decommissioning activities; and WHEREAS, the Company, as a co-licensee of nuclear
) power units at Plants Hatch and Vogtle, is subject to such regulations governing the funding of radioactive <
decommissioning costs; and
)
.i
.. , 'e O O WHEREAS, the Company has elected to use a trust fund to provide its portion of the radioactive decommissioning costs attributable to its ownership interests in Plants Hatch and Vogtle, and such other nuclear power facilities in which the Company may acquire an ownership interest in the futurer and O WHEREAS, the Company intends to fund and maintain in trust that portion of the funding requirements established by the Nuclear Regulatory Commission and the Georgia public Service Commission for the radioactive decommissioning of its nuclear power facilities; and 10 WHEREAS the Company intends to utilize a different funding arran,gement, such as an internal reserve fund, for funding - the non-radioactive portion of the decommissioning costs of the company's nuclear power facilitiest and lO WHEREAS, the Company -intends to establish a qualified master trust to hold deductible contributions made and invested pursuant to Section 468A of the Internal Revenue '
Code of 1986, as amended, and a second non-qualified master l trust to hold additional contributions required or permitted by the Nuclear Regulatory Commission that are not i 10 deductible pursuant to Section 468A of the Internal Revenue Code of A9868 and WHERL%S, the Board of Directors of the Company desires to authorize the appropriate officers of the Company to enter into trust agreements with one or more commercial O banks for the establishment of the trust funds described abover and WHEREAS, the Board of Directors of the Company desires-to authorize the appropriate officers of the company to .i enter into such investment management agreements with one O or more investment managers selected by the Comphny for the ' management of assets held in such trust funds; and WHEREAS, the Board of Directors of the Company desires to authorize the appropriate officers of the company to ' cause such contributions as may be required or permitted by O the Nuclear Regulatory Commission to be made to the trust funds from time to time in accordanc, with the applicable radioactive decommissioning plan; and ! WHEREAS, the Board of Directors of the company decires i to authorize the appropriate officers of the Company to 0 file 26, with the Nuclear Regulatory Commission, prior to July 1990, such plans and other documents, as required by the Nuclear Regulatory Commission, describing the arrangement for funding the radioactive decom'aissioning i 9
... l 0 3 I i
i costs of the Company's nuclear facilities upon the O termhation of the applicable operating license, j NOW, THEREFORE, IT IS: RESOLVED: That the appropriate officers of the Company are hereby authorized to establish trust funds, or O such other funding methods acceptable to the Nuclear Regulatory Commission, for providing financial assurance of the availability of funds for the payment of its portion of the radioactive decommissioning costs associated with any unit of a nuclear power facility in which the Company may ! have an ownership interest and be licensed to operate by 3 the Nuclear Regulatory Commission; and ; RESOLVED FURTHER: That the appropriate officers of -l the company are hereby authorized to enter-into one or more . qualified and non-qualified master trust agreements with , one or more commercial banks for the establishment of trust i ) funds to hold contributions for radioactive decommissioning of the company's nuclear power facilities; and RESOLVED FURTHER: That the appropriate officers of the company are hereoy authorized to enter into such , investment management agreements with one or more O investment managors selected by the Company for the i investment of the trust funds described above; and ; RESOLVED FURTHER: That the appropriate officers of ' the company are hereby authorized to cause such-contributions to be made to the trust funds from time to O time as may be required or permitted by the Nuclear Regulatory Commission to fund the radioactive decommissioning costs of the Company's nuclear power facilities; and RESOLVED FURTHER: That the appropriate officers of the company are hereby authorized to file with the Nuclear Regulatory Commission, prior to July 26, 1990, such plans and other documents, as may be required by the Nuclear i Regulatory Commission, describing the arrangements for funding the radioactive decommissioning of the Company's ' nuclear power facilities upon the termination of the ). applicable operating license; and i RESOLVED FURTHER: That the appropriate officers of the Company may approve such changes, amendments, or modifications to the trust agreements and radioactive i ) decommissionir.g plans as may be necessary, proper, or desirable in order to ensure that the trust funds and ; radioactive decommissioning plans remain in compliance with ' any applicable law, order or regulation issued by the ) i i
n )
, 4-
) Nuclear Regulatory Commission or the Internal Revenue Service; and RESOLVED FURTHER: That the appropriate officers of the company be, and each of them hereby is, authorized and directed to take all actions necesnary or desirable to
)
carry out the intent and purpost of the foregoing resolutions with respect to the furiding of radioactive decommissioning costs, including but not limited to,
-executing and delivering all instruments, making all radioactive decommissioning analyses or studies, making all elections, and making all information required available to the Nuclear Regulatory Commission or the Internal Revenue )-
Service. , The undersigned officer of Georgia Power Company does hereby certify that the foregoing is a true and correct espy of resolutions duly and regularly adopted at meeting of the Board of Directors of Georgia power Company, duly held on January 17, 1990, at which a quorum was in attendance and voting throughout, and that said resolutions have not-since been resc!,nded but are still in full force and effect. Dated June 25, 1990 c
.3 G Assistant Secretary
t l 'O ** " l 1 l ,0 , t QUALIFIED NASTER TRUST AGREEMENT l roR nt \ I O DECONNISSIONING OF NUCLEAR PIANTS ! BETWEEN : GEORGIA POWER COMPANY i O AND i BANK SOUTH, N. A. , AS TRUSTEE l l
, 1 D :
1 l l 3 i h 1 .
)
Effactive January 1, 1989 Y
) I
) . TABLE OF CONTENTS ARTICLE I ) TITLE - PURPOSE - POLICY - EFFECT 1.1 Name of Trust 3 1.2 Definitions '3 1.3 Purpose 5 i 1.4 Effect 6 1.5 Domestic Trust . 6 1.6 Trustee Not Responsible for Enforcing Contributions or for Sufficiency 6
) ARTICLE II PARTICIPATION 2.1 Eligibility 7 2.2 Equitable Shares 7 2.3 Valuations 7 )
ARTIC15 III PAYMENT OF DECOMMISSIONING 3.1 Payment for Decommissioning Activities 8 3.2 Payments Pursuant to NRC Direction 3.3 8 3.4 Responsibility for Decommissioning 8-Reversion of Company Contributions 9 3.5 Effect of Disqualification 3.6 9 Payment or Reimbursement of Administrative Expenses 9 3.7 Prohibition Against Assignment or Alienation 10 ARTICLE IV INVESTMENT OF TRUST ASSETS 4.1 Asset Managers 4.2 11 Investment Discretion 11 4.3 Limitations on Investment Discretion 4.4 11 Responsibility for Diversification 12 the parties onlyThis and Table is notofa contents part of is attached the for the convenience Master of-Trust Agreement. 4
. - . - . - ~ ~ . = - . . - . ~ - -
{ 3 l l ARTICLE V ! RESPONSIBILITY FOR DIRECTED FUNDS l
)
5 '.1 Responsibility for Selection of Agents' 13 i
). 5.2 Trustee Not Responsible for )
Investments in Directed Funds 13 ' 5.3 Investment Vehicles 13-5.4 Reliance on Asset Manager 13 5.5' Norger of Funds 14 5.6 Notification of Company in Event of Breach 14 . 5.7 Definition of Knowledge 14 l l 5.0 Duty to Enforce Claims 15 ' , 5.9 Restrictions on Transfer 15 I 4 ARTICLE VI- ! POWERS OF ASSET MANAGERS ! i i 6.1 General Powers 16 , i 6.2 Additional Powers of Trustee 17 l i : I ARTICLE VII I RECORDS AND ACCOUNTS OF TRUSTEE } l 7.1 Records 19 f i 7.2- Annual Account 19 i 7.3 Account Stated 19 i . 7.4 Judicial Accountings 19 l 7.5 Necessa n Parties 19 ! 7.6 Responsibility for Notices and Filings'with !
- the NRC and the Internal Revenue Service 19 l ARTICLE VIII '
COMPENSATION, TAXES, AND EXPENSES , 8.1 Compensation and Expenses 20 l S.2 Taxes 20 O.3 Allocation 20 l ! ARTICLE II RESIGNATION OR REMOVAL OF TRUSTEE 1 9.1 Resignation or Removal 21
- 9.2 Designation of Successor Trustee 21 9.3 Reserve for Expenses 21 l
I l l l 11 i l i
ARTICLE X l NITNDRANAL OF PARTICIPATING PLANS 1 ) 10.1 Event of Nithdrawei 22 l 10.2 Disqualification 22 1 10.3 Approval of Appropriate Agencies 22 ARTICLE XI
) AMENDMENT OR TERMINATION 11.1 Amendment 23 11.2 Termination 23 11.3 Trustee's Authority to Survive Termination 23 )
ARTICLE XII AUTHORITIES l J 12.1 Company 24 12.2 Investment Manager 24
) 12.3 Form of Communications 24 12.4 Continuation of Authority 24 12.5 No Obligation to Act on Unsatisfactory Notice 24 ARTICLE IIII ;
) GENERAL PROVISIONS
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13.1 Governing Law 25 13.2 Entire Agreement 25 13.3 Reliance on Exp rts 25 13.4 Successor to t.se Trustee 25
) 13.5 Notices .
25 13.6 No Naiver; Reservation of Rights 25 13.7 Descriptive Headings 26 ARTICLE XIV
) UNDERTAKING BY COMPANY l
14.1 Undertaking 27 l 14.2 Limitation on Undertaking 27
)- ARTICLE XV SBCURITIES LENDING UNDERTAKING 15.1 Undertaking 28 I 15.2 Trustee's Rights 28 lii )
QUALIFIED MASTER TRUST AGREEMENT l This Trust Aareement is hereby entered into this 1Af,h day of March , 190, ef fective as of January 1, 1989, by and between Georgia Power Company, a corporation organized and existing l under the laws of the State of Georgia, and Bank South, N. A. , a i national banking association having trust powers, as Trustee. l M I T H R & & E T H: WHEREAS, Georgia Power Company (hereinaf ter referred to as the ' Company') presently owns a portion of and operates nuclear power facilities at Plant Hatch and Plant Vogt.Le pursuant to nuclear f acility operating licenses issued by the U.S. Nuclear
) Regulatory Comunission; and WHEREAS, such operating licenses are expected to expire beginning in the year 2014, at which time the Company desires to l begin removing the af fected nuclear f acilities safely from service J and reducing the residual radioactivity to a level that permits j ) termination of the applicable license; and WHEREAS, the Nuclear Regulatory Commission, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy .
Reorganisation Act of 1974, has promulgated regulations in Title l 10, Chapter I of the Code of Federal Regulations, Part 50, with ) respect to the radioactive decommissioning of nuclear power facilities; and WHEREAS, Section 50.75 of Title 10 of the Code of Federal Regulations requires that a holder of, or an applicant for, a license to operate a nuclear power facility provide assurance that
) funds will be available when needed for required radioactive decommissioning activities; and WHEREAS, the Company, as a co-licensee of nuclear power units at Plant Hatch and Plant Vogtle, is subject to such !
regulations governing the funding of radioactive deconsaissioning ) costs; and WHEREAS, the Company has elected to use a trust fund to provide its portion of the radioactive decomunissioning costs ! attributable to its ownership interests in Plant Hatch and Plant , Vogtle, as identified in Exhibit A attached hereto and incorporated herein by reference, and such other nuclear power facilities whose ; radioactive decommissioning costs are eligible for funding herein; and l l l
i
. . I ) '
l WHEREAS, the Company intends to fund and maintain in trust at least its portion of the minimum funding requirements established by the Nuclear Regulatory Commission for the radioactive decommissioning of its nuclear power facilities; and
)
WHEREAS, the Company intends that only its radioactive decommissioning costs that may be funded through deductible contributions made and invested pursuant to Section 468A of the Internal Revenue Code of 1986, as amended, shall be held under the terms and provisions of the Qualified Master Decommissioning Trust,
) and that any radioactive decommissioning costs required or permitted by the Nuclear Regulatory Commission not func ed herein shall be funded through a separate trust established exclusively for such purpose; and !
WHEREAS, Bank South, N.A. is willing to act as Trustee of
) the Qualified Master Decommissioning Trust upon all of the terms i and conditions set forth herein.
NON, THEREFORE, the Board of Directors of Georgia Power ' Company and Bank South, M. A. , as Trustee, declare and agree that Bank South, M.A. shall receive, hold, and administer alh suas of
) money and such other property acceptable to Bank South, M. A., as shala from time to time be contributed, paid, or delivered to it hereunder, IN TRUtfr, upon the terms and conditions as set forth herein.
/ i r h T l 1 2 l
4 l- . 'O ARTICLE I l- Title - Purnosa - Policy - Effect O 1.1. Name of Trust. The qualified master decommissioning trust established hereunder shall be known as the Qualified Master Trust for the Decommissioning of Nuclear Plants and is sometimes hereinaf ter referred to as the " Trust
- or as the ' Qualified Master Decommissioning Trust."
O 1.2. Definitions, where used in this Trust Agreement, unless ,- the context otherwise requires or unless otherwise expressly
- provided l
(a) ' Account Party
- shall mean an officer of the Company designated to represent the Company for this purpose and any
;O Person to whom the Trustee shall be instructed by the Company 1
to deliver its annual account under Section 7.2. (b)
- Accounting Period" shall mean either the twelve (12) consecutive month period coincident with the calendar year or the shorter period in any year in which the Trustee O accepts appointment as Trustee hereunder or ceases to act as Trustee for any reason. ,
(c) " Asset Manager' shall mean the Trustee -(other than for purposes of Article V [ or collectively as the co)ntext shall require, with respect toor Investment Maj J those assets held in an Investment Account over which it exercises, or to the extent it is authorized to exercise discretionary investment authority or control. (d) " Bank Business Day" shall mean a day on which the i Trustee is open for business. 3 D ) (e)
- Board of Directors' shall mean the Board of Directors of the Company.
i t l (f) ' Code' shall mean the Internal Revenue Code of 1986, as amended from time to time, and regulations -issued thereunder. (g) ' company' shall mean Georgia Power Company, or any successor thereto. (h) ' Decommission" shall mean to remove a nuclear power 3 facility safely from service and reduce residual radioactivity to a devel that permits release of the property for unrestricted use and termination of an NRC operating license. 3 1
) , (1)
- Decommissioning costs' shall mean the Company's proportnonate share of the direct and indirect expenses arising from or relating to the Decommissionin of a
) Participating Unit that are deductible uMer the Code,gwithout regard to Section 2005 of the Code. (j)
- Directed Fund" shall mean any Investunt Account, or part thereof, subject to the discretionary mani.;ement and control of any Investment Manager.
I (k)
- Discretionary Pund* shall mean any Investment Account, or part thereof, subject to the discretionary management and control of the Trustee.
(1)
- Equitable Share
- shall mean the interest of any 3
Participating-Unit in any Investment Account. ,
' Investment Account
- shall mean each pool of assets in the(m)
Qualified Master Decossaissioning Trust in which one or more Participating Units has an interest during an Accounting Period. (n " Investment Manager" shall mean a bank or investment adviser)who is registered as an investment adviser under the Investment Advisers Act of 1940. (oj ' Investment Vehicle
- shall mean any cosmon, collectnve, or commingled. trust, investment company, corporation functioning as an investment intermediary, or ,
other entity or arrangement to which, or pursuant to which, assets of the Qualified Master Decommissioning Trust may be transferred or in which the Qualified Master Decommissioning Trust has an interest, beneficial or'otherwise. (ph 'NRC" shall mean the U.S. Nuclear Regulatory Commisanon, an agency of the U.S. Government, or any successor i thereto. (q " Participating Unit" shall mean any unit' of a nuclear) power facility in which the Company has an ownership interest. The Participating Units as of January 1,1990 are identified herein in Exhibit A attached hereto and incorporated by reference. (r) " Person * , shall mean the MRC, natural person, trust estate, corporation of any kind or purpose, mutual company,, joint-stock compan board, fiduciary, y,orunincorporated representative organisation, committee, capacity, as the context may require. 4
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> ..g . ) '
(s) ' Qualified. Master Decommissioning Fund
- shall mean all cash and other property contributed, paid, or delivered to the Trustee hereunder, all- investments made therewith and '
- proceeds thereof and all earnings and profits thereon, less ) payments, transfers, or other distributions which, at the time of reference, shall have been made by the Trustee, as authorised herein. The Qualified Master Decommissioning Fund shall include all evidences of ownership, interest, or participation in an Investment vehicle, but shall not, solely by- reason = of the Qua11fjed : Master Decommissioning Fund's- ) investment therein, be &,omed to include any. assets of such Investment Vehicle.
(t) ' Qualified Master Decommissioning Trust
- shall mean the Qualified Master Trust for the Decommissioning of Nuclear-Plants.
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(u) ' Trust Agreementa shall'mean all of the provisions ! l of this instrument and of all other instruments amendatory j hereof. (v) ' Trustee" shall mean Bank South, M.A., and its
-successors and assigns, including any bank.or trust company into which -it may hereafter be merged or consolidated.
"Trustos a shall also mean any successor Trustee subsequently appointed pursuant to Section 9.2 herein.
w ' Valuation Date* shall mean the last day of each h calen ar) month. ! The plural-of any term shall have a; meaning corresponding to the ! singular thereof as.so defined and any neuter pronoun used herein I I shall . -include the masculine or feminine, as the context may require, j
- 1. 3. Pur Dose . The Qualified, Master Decommissioning Trust is hereby established to fund the . Docommissioning. Costs of the Participating Units to the extent that the contributions to fund such costs are deductible under section 468A of the code.- Except j as otherwise may be permitted by law and the terms of the Qualified Master Decommissioning Trust, at no time prior to the satisfaction i
of all liabilities .with respect to the Decossalssioning' of a l ! Participating Unit shall any part of the ' Equitable. Share of such i i Participating Unit in the ' Qualified Master Decommissioning Trust be used for, or diverted to, any purposes . other than such- ; 1 l Decommissioning costs and for defraying administrative costs and4 other incidental expen,ses of the Qualified Master Decommissioning Trust, t 3 i l 1 l
b . ( 1.4. Effect. All Persons at any time interested in any Participating Unit shall be bound by the provisions of this Trust Agreement and, in the event of any conflict between this Trust , Agreement and the provisions of any license granted by a federal ;
) or any law, order or regulation governing a Participating agency, Unit, t he provisions of this Trust Agreement shall not control, except to the extent necessary to carry out the intent and purpose of the Qualified Master Decommissioning Trust.
1.5. Domestic Tru s t . The Qualified Master Decommissioning I Trust c' tall at all times be maintained as a domestic trust in the Unite ('. Pates. 1.6. Trustee Not Respon';ible for Enforcina Contributions or for sufficiency. The Trustee shall have no responsibility (a) for enforcing payment of any contribution for the Decommissioning of
) any Partictpating Unit or for the timing or amount thereof, (b) for the adequacy of the Qualified Master Decommissioning Fund or the funding standards adopted by the Company to meet or discharge any ,
< liabilities for the Decommissioning of a Participating Unit, or (c) for the satisfaction by the company of the minimum funding , standards established by the NRC for the Decommissioning of a Participating Unit. l l l 4 l
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k ARTICLE II Participation )' 2.1. Eligibility. The Decommiseioning of any Participating Unit may be funded, in whole or in part, through the Qualified Master Decommissioning Trust to the extent the contributions to fund the Decommissioning for such Participating Unit (a) are required or permitted under any statute, regulations or order
) issued by the NRC and (b) are deductible under Section 468A of the Code.
2.2. Equitable Shares. The Trustee shall maintain a separate trust reflecting the Equitable - Share of each Participating Unit, or part thereof, in each Investment Account. Each Equitable Share of each Participating Unit in each Investment Account shall consist of separate accounts maintained solely to fund Decommissioning costs and the administrative costs and other incidental esponses of the Equitable Share of each Participating Unit. The Company shall provide the Trustee with current information in order that the Trustee may determine such Equitable Shares. An Investment Account may be divided into one or more sub-funds or accounts or described in a dif ferent manner on any books kept or records rendered by the Trustee without in any way af facting the duties or responsibilities of the Trustee under the provist.ons of this Trust Agreement. 2.3. valuations. The Trustee shall determino the value of the ! o assets of the Qualified Master Decommissioning Fund as of each valuation Date and shall in the nonnal course issue monthly reports to the company within twenty (20) days after each Valuation Date indicating the value of the assets of the Equitable Share allocated to each Participating Unit. The Company shall separately identify to the Trustee at the time of contribution to the Qualified Master Decommissioning Fund any amounts to be allocated to the Equitable Share of each Participating Unit. Assets will be valued at their-market values at the close of business on the Valuation Date, or, in the absence of readily ascertainable market values, at such values as the Trustee shall determine in accordance with methods consistently followed and uniformly applied. Anything in this Trust Agreement to the contrary notwithstanding, with respect to assets constituting part of a Directed Fund or assets included at the request of the Company as hereinabove provided, .the Trustee may rely for all purposes of this Trust Agreement on the latest valuation and transaction information submitted to it by the Person responsible for the investment of assets even if such information predates the Valuation Date. The Company will cause such Person. to provide the Trustee with all information needed by the Trustee to discharge its obligations to value such assets and to account under this Trust Agreement. 7 ; i
E-W , 1 . ARTICLB III AA=inistration of Dec r issionina Plana ) 3.1. Payment for Decommissionina Activities. The Trustee shall make all payments to the com:pny for Decommissioning of a Participating Unit from the Equitable Share of such Participating Unit upon presentation to the Trustee of the followings ) (a) One certificate duly executed by the Secretary of the Company attesting to the occurrence of the events with respect to a Participating Unit, and in the form set forth in the Specimen Certificate attached hereto as Exhibit 8 and incorporated herein by reference; and ) (b) A certificato for each request for payment or reimbursement from the Equitable Share of a Participating Unit in the form set forth in the Specimen Certificate attached hereto as Exhibit C and incorporated herein-by reference, and attesting to the following conditions with respect to such Participating Unit:
)
(1) that Decommissioning is proceeding pursuant to a plan established in accordance with NRC regulations; and (2) that the funds withdrawn will be expended for
)
activities undertaken pursuant to such Decommissioning plan. 3.2. Payments Pursuant to NRC Direction. In the event of the Company's def ault or inability to direct Decommissioning activities with respect to a Participating Unit, the Trustee shall make payments from the Equitable Share of suc' *articipating Unit as the
)
NRC shall direct, in writing, to provi for the payment of the costs of required activities covered > the Qualified Master Decommissioning Trust. Under such circumstances, the Trustee shall reimburse the Company, or such other Persons as specified by the NRC, from such Equitable Share for expenditures for regired
) activities in such amounts as the NRC specifies in writing. In addition, the Trustee shall refund to the Company such amounts as the NRC specifies in writing. Upon any payment or reimbursement '
made pursuant to this Section 3.2, the funds distributed from the Equitable Share of a Participating Unit shall no longer constitute part of the Qualified Master Deconunissioning Fund.
)
3.3. Resnonsibility for Deco-issionina. The Trustee shall not be responsible for the Decomunissioning of any Participating Units, nor for the application of the assets held in the Equitable Share of a Participating Unit and distributed to the Company for the payment of liabilities and expenses in the Decommissioning of a Participating Unit. i In the event it shall become necessary for 9 1 i
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the NRC to undertake any ri pursuant to section 3.2 above,ghts or obligations the Trustee of be shall not the liable Company with respect to any act or omission to act by it made in good faith at the direction of the NRC.
)
3.4. Reversion of Company contributions. Subject to Section 1.3 of this Trust Agreement, at the direction of the Company, contributions to the Equitable Share of a Participating Unit under the Qualified Master Deconnaissioning Trust may revert to the Company under the following circumstances
)
(a) If any contribution is determined by the Company or the Internal Revenue Service to be nondeductible under Section 468A of the Code, then such contribution, to the extent that it is determined to be nondeductible, and any
)
earnings thereon, may be returned to the Company within a reasonable time after such determination or transferred by the Trustee to the trustee of a sep,arate trust adopte< by the Company to hold contributions required by the NRC that are not deductible under Section 468A of the Code.
) (b) If any contribution is made by the Company by reason of a eistake of law or fact, such contribution, and any earnings thereon, may be returned to the Company within a reasonable time af ter discovery of such mistake of law or fact, or transferred by the Trustee to the trustee of a separate trust adopted by the Company to hold )
contributions required by the NRC that are not deductible under Section 468A of the Code. 3.5. E.f feet of DisaualifIcation. If all or any portion of the Equitable Share of a Participating Unit shall be disqualified 1 under Section 468A of the Code by the Internal Revenue Service the portion of the Qualified Master Decosunission Trust that is requ, ired to be included in the income of the Company for federal tax purposes may be transferred by the Trustee to the - trustee of the equitable ac share of such Participating Unit under the separate trust opted by the Company to hold ecntributions requirec, by the NRC that are not deductible alternative, under Section with the approval of the46SA of the Code. In the voternal Revenue Service, that portion of the Qualified Master Decosmicaioning Trust that is not disqualified may be transferred by the Trusu::= to the trustee of a separate trust Decomniseioning Costa. adopted by the company solely to fund 3.6. Pavaant or Reimbursa= ant of Administrative ExDansas. On the direction of the Company, the Trustee shall pay monies from the separate accounts of ' Units to pay the the Equitable Shares of the Participating reasonable administrative costs and other ' incidental expenses of the Qualified Master Decommissioning Trust. Such administrative costs or incidental expenses shall include, but 9
e . i . O. not be limited to, fees arising from the Company's employment of accountants, legal counsel who may be of counsel to the Company other specialists, and other Persons as the Company deems necessary, , O or desirable xaster in connection oecommissioning with the Trust administration of the Qualified and the Decommissioning of the ' Participating Units. The Company in its solo discretion may direct that the Trustee reimburse the Company for Such expenses or costs paid by the Company or directly pay the Persons rendering such administrative services . Any payments or reimbursements made O pursuant to this Section 3.6 shall be allocated among the Equitable Shares of the Participating Units in the same manner as described ) in Section 4.3 herein. Upon any payment or reimbursement made ) pursuant to this Section 3.6, Equitable Share of a Participating the funds Unit shalldistributed no lon from the part of the Qualified Master Decommissioning rund. ger constitute O 3.7 Prohibition Aaainst Assianment or Alienation. Exce as provided under this section 3.7 and Section 10.1 herein, pt no portion of the Equitable Share of a Participating Unit shall be subject in any manner to anticipation, alienation, sale, transfer, assignment i either et law or in equity , pledge, encumbrance, O charge, process, garn(ishment, levy, execution, or o)ther legal or equitable and any attem so to anticipate, alienate, sell, , transfer, assign, pledge, ptencumber, charge garnish, levy, execute, i or enforce other legal or equitable proces,s against the same shall be void. In addition, no portion of any such Equitable Share shall be in any manner subject to the debts, contracts liabilities, O engagements, or torts of the Company or any gener,al or secured creditor of the Company. Notwithstanding the foregoing, the expenses for services or materials incurred by any Person in connection with the Decommissioning of a Participating Unit and for f which a certificate has been submitted by the Company to the Trustee pursuant to Section 3.1(b) shall constitute a charge { 3 exclusively on behalf of such Person against the Equitable Share of such Participating Unit until paid. Such charge shall apply only to the lesser of the amount of such certificate or the remaining assets of such Equitable Share.
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8 i S. 10 D
l 1 ARTICLE IV Investment of Trust Assets ) 4.1. Asset Manaaers. Discretionary authority for the management and control of assets from time to time held in the Qualified Master Decosusissioning Fund may be retained allocated, or delegated, as the case may be, for one or more purpo, ses, to and among the Asset Managers by the Company, in its absolute ) discretion. The terms and conditions of appointment and retention - of any Asset Manager shall be the responsibility of the Company. The terms and conditions of any allocation to an Asset Manager shall be the responsibility of the company. The company shall promptly notify the Trustee in writing of the appo.ntment or removal of an Asset Manager. Any notice of appointment pursuant
) to this Section 4.1 shall constitute a representation and warranty that the Asset Manager has been appointed by the Company and that any Asset Manager (other than the Trustee and the company) is an Investment Manager.
4.2. Investment Discretion. The assets of the Qualified
) Master Decommissioning Trust shall be invested and reinvested, without distinction between principal and income, at such time or times in such investments and pursuant to such investment strategies or courses of action and :.n such shares and proportions, pursuant to the investment guidelines of the Company, as the Asset Managers in their sole discretion shall deem advisable. The Asset ) Managers shall discharge their duties under this Trust Agreement with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
i 4.3. Limitations on Invest = ant Discretion. (a) The Asset Managers shall be restricted to investing the assets of the Qualified Master Decommissioning Trust directly in the followings (1) Public debt securities of the United States;
' (2) Obligations of a State or local governmental unit that are not in def ault as to principal or interest and on which the interest is exempt from tax under Section 103(a) of the code, except obligations of any other owner' or operator of a Participating Unit, or any of its affiliates, as defined in the Investment Company Act of 1940, as amended, unless such obligations are issued by a State government; (3) Time or demand deposits in a bank or an insured credit union of the Federal Credit Union Act, located in the United States; or 11
\: (4) such investments other than those stated above as shall be permitted free, time to time under regulations,, orders, - regulatory guides, or other pronouncements issued by the NRC and the Internal Revenue service. ) (b) In addition, impose guidelines the Company may further limit, restrict, or affecting the exercise of the discretion herein above conferred on any Asset Manager. Any limitations, restrictions, or guidelines applicable to the Trustee, as Asset - Manager, shall be communicated in writing to the Trustee. The i Trustee shall have no responsibility with respect to the formulation of any funding policy or any investment or diversification policies embodied therein. The Company shall be responsible for communicating, and monitoring adherence to, any limitations or guidelines imposed on any other Asset Manager. 4 4.4. Responsibility for Diversification. The Trustee shall not be responsible for determining the diversification policy of l ~ the Qualified Master Decomeissioning Fund, for monitoring adherence by the Asset Managers to such policy, and for advising the Asset Managers with respect to limitations on assets contained in the Equitable Share of any Participating Unit or imposed on the Qualified Master Decommassioning Trust by any applicable statute, except with resper' to any assets comprising the Discretionary Fund. 12
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ARTICLE V Responsibility for Directed Funds ) 5.1. Responsibility for Selection of Aaents. All transactions of any kind or nature in or from a Directed Fund shall be made upon such terms and conditions and from or through such principals and agents as the Asset Manager shall direct. 5.2. Trustee Not Responsible for Inves+= ants in Directed
) Funds. The Trustee shall be under no duty or obligation to review W or to question any direction of any Investment Manager, or to review securities or any other property held in any Directed Fund with respect to prudence or proper diversification or compliance with any limitation on the Asset Manager's authority under the )
terms of the Qualified Master Decommissioning Trust, any agreement entered into between the Company and the Asset Manager or imposed by applicable law, or to make any suggestions or recommendations to the company or the Asset Manager with respect to the retention or investment of any assets of any Directed Fund, and shall have no authority to take any action or to refrain from taking any
)
action with respect to any asset of a Directed Fund, unless and until it is directed to do so by the Asset Manager. 5.3. Investment vehicles. Any Investment vehicle, or interest B therein, acquired by or transferred to the Trustee upon the directions of the Asset Manager shall be allocated to the appropriate Directed Fund, and the Trustee's duties and i responsibilities under this Trust Agreement shall not be increased or otherwise af fected thereby. The Trustee shall be responsible solely for the safekeeping of the evidence of the Qualified Master Decommissioning Trust's ownership of or interest or participation in such Investment Vehicle.
)
5.4. Reliance on Asset Manaaer. The Trustee shall be required under this Trust Agreement to execute documents, to settle transactions, to take action on behalf of or in the name of the Quallified Master Deconunissioning Trust and to make and receive paymints on the direction of the Asset Manager. Any direction of the Asset Manager shall constitute a certification to the Trustee (a) that the transaction will not violate the prohibitions against self-de.aling under Sections 468A and 4951 of the Code, (b) that the investma.nt is authorised under the terms of this Trust Agreement and any other agreement or law affecting the Asset Manager's-authority to deM ich the Directed Fund, c that any contract, agency, poh. der, adoption, participation agr(ee) ment, assignment, or other Geument of any kind which the Trustee is required to execute to effectuate the transaction has been reviewed by the Asset Manager and, to the extent it deems advisable and prudent, its counsel, (d) that such instrument or document is in proper form for execution by the Trustee, and (e) that all other acts to perfect and protect the Qualified Master Decommissioning Trust's rights 13
I b have been taken, and the Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction. In addition, the Trustee shall
) not be liable for the default of any Ferson with respect to any investment in a Directed Fund or for the form, genuineness, validity, sufficiency, or ef fect of any document executed by, delivered to, or held by it for any Directed Fund on account of such investment, or if, for any reason (other than the gross negligence or wilful misconduct of the Trustee) any rights of the Qualified Master Decossaissioning Trust therein shall lapse or shall ) become unenforceable or worthless.
5.5. Meroer of runds. The Trustee shall not have any discretionary responsibility or authority to manage or control any asset held in a Directed Fund upon the resignation or removal of an Asset Manager unless and until it has been notified in writing l
) by the Company that the Asset Manager's authority has terminated and that such Directed Fund's assets are to be integrated with the Discretionary Fund. Such notice shall not be deemed effective until two (2) Bank Business Days af ter it has been received by the Trustee. The Trustee shall not be liable for any losses to the Qualified Master Decommissioning Fund resulting from (a) the ) disposition of any investment made by the Asset Manager, (b) the retention of any illiquid or unmarketable investment or any investment which is not widely publicly traded, (c) the holding of any other investment acquired by the Asset Manager if the Trustee j
is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or State
) law, or if an orderly liquidation of such investment is impractical under prevailing conditions, to comply with any investment limitations imposed pu(d) failure rsuant to Section 4.2 and 4.3, or (e) for any other violation of the terms of this Trust Agreement or applicable law as a result of the addition of Directed Fund assets to the Discretionary Fund. )
5.6. HqtJ fication of Comoany in Event of Breach. If the Trustee has knowledge of a breach committed by an Asset Manager with respect to the duties or responsibilities delegated to an Asset Manager under the terms of this Trust Agreement or any other i agreement af fecting the Asset Manager's authority to deal with the
.) Directed Fund, it shall notify the Company, and the Company shall thereaf ter assume full responsibility to all Persons interested in the Equitable Share of a Participating Unit to remedy such breach.
The company shell provide the Trustee with a copy of any agreement affecting th duties and responsibilities of an Asset Manager under this Trust Agreement.
)
?.7. Definition of Knowledoe. While the Trustee will perform certr.in duties (such as custodial, reporting, recording, valuation, and bookkeeping functions) with respect to Directed Funds, such duties will not involve the exercise of any discretionary authority to manage or control the assets of the Directed Funds and will be
)
14 1
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I 10. the responsibility of officers or other employees of the Trustee I who are unfamiliar with and have no responsibility for investment ! management. Therefore, the company agrees that in the event that knowledge of the Trustee shall be a prerequisite to imposing a duty
- O upon or to determining liability oc the ' trustee under this Trust i Agreement or any statute regulating the conduct of the Trustee with ,
i respect to such Directed runds or relieving the company of its . undertakings under Section 14.2, the Trustea will not be cleemed to I have knowledge of, or to have participated in, any act or omission of an Asset Manager involving the investment of assets allocated O to the Directed Funds as a result of the receipt and processing of information in the course of performing such duties. I 5.8. pytv to Enforce claims.
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Except to the extent that any : i law or regulation may provide or require otherwise, the Trustee
- shall have no duty to commence or maintain any action, suit, or
- O legal proceeding on behalf of the Qualified Master Decommissioning
- Trust on account of or with respect to any investment made in or for a Directed Fund unless the Trustee has been directed to do so e i by the company or an Investment Manager, and unless the Trustee is l l either in possession of funds sufficient for such purpose or unless l
! it has been indemnified by the company or the Investment Manager, O to its satisfaction, for counsel fees, costs, and other expenses and liabilities to which it, in its sole judgment, may be subjected !
by beginning or maintaining such action, suit, or legal proceeding. j I 5.9. Restrictions on Transfer. Nothing herein shall be deemed to empower any Asset Manager to direct the Trustee to transfer any i [3 asset of a Directed Fund to itself. f D : l J
) 15 l )
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i ) l ARTICLE VI Powers of Asset Manaaers 6.1. General Powers. Without in any way limiting the powers
- and discretion conferred upon any Asset Manager by the other l provisions of this Trust Agreement or by law, each Asset Manager 4
shall be vested with the following powers and discretion with respect to the assets of the Qualified Master Decommissioning Trust subject to its management and control, and, upon the directions of the Asset Manager of a Directed Fund, the Trustee chall make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be , necessary or appropriate to enable such Asset Manager to carry out j such powers and discretion: l
) (a) to sell, exchan e, convey, transfer, or otherwise dispose of any property y private contract or at public nuction, and no person dealing with the Asset Manager shall !
be bound to see to the application of the purchase money or , to inquire into the validity, expediency, or propriety of any i such sale or other disposition; h ? i (b) to enter into contracts or to make commitments either alone or in company with others to sell or acquire Property; [L (c) to vote upon any bonds, or other securities; to give
) general or special proxies or of attorney with or without power of substitution; powersexercise to any conversion 1 privileges, subscription rights, or other options and to make 1 any payments incidental thereto; to consent to or otherwise l participate in corporate reorganizations or other changes af facting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an l
owner with respect to bonds, securities or other property; (d) to purchase units or certificates issued by an investment company, pooled trust, or comparable entity;
)
(e) to transfer assets of a Discretionary or Directed-Fund to a common, collective, or constingled trust fund maintained by an Asset Manager or an affiliate of an Asset Manager or by another trustee who le designated by the company, to be held and invested subject to all of the terms
) and conditions thereof, and such trust shall be deemed adopted as part of the Qualified Master Decommissioning Trust to the extent that assets of the Trust are invested therein; and 16 )
). Li) to be reimbursed ior the expenses incurred in eserchsing any of the foregoing powers or to pay the reasonable expenses incurred by any agent, manager, or trustee appointed pursuant thereto. ) 6.2. Additional Powers of Trustee. In addition, the Trustee is hereby authoriseds (a) to register any securities held in the Qualified Master Decommissioning Fund in its own name or in the name of ) a nominee, to hold any securities in bearer fore, and to combine certificates representing such securities with certificates of the same issue held by the Trustee in other fiduciary or representative capacitnes or as agent for customers, or to deposit or to arrange for the deposit of such
)
securities in any qualified central depository even though, when so depositor, such securities may be merged and held.in bulk in the name of the nominee of such depository with other securities- deposited therein by other depositors, or to deposit or arrange for the deposit of any securities issued by the United States Government, or any agency or-instrumentality thereof, with a Federal Reserve Bank ; but the
) books and records of the Trustee shall at all times s,how that all such investments are part of the Qualified Master Decommissioning Trust; (b to employ suitable agents, depositories, and counsel) domestic or foreign, and to charge
, their reasonable !
) expenses and compensation against the Qualified Master l Deconmissioning Fund, and to confer upon-any such depository '
the powers conferred upon the Trustee by paragraph (a) of this Section 6.2, as well as the power to appoint subagents and depositories, wherever situated, in connection with the retention of securities or other property;-
)
cc) to ' deposit funds in interest bearing account depos&ts maintained by or savings certificates issued b Trustee, in its. separate corporate capacity, or in any.yother the banking institution af filiated with the Trustee; 3 d) to compromise or otherwise adjust all claims in favor (of or against the Qualified Master Decommissionin subject to the prior written consent of the company; g Fund,
. author (e)to make any distribution or . transfer of assets as the ised underinArticle Trustee, its IX or Article absolute X in shall discretion, cashdetermine or in kind and, in furtherance thereof, to value such assets which ;
valuation shall be conclusive and binding on all perso,ns; and 17
~ l )1 (f) to hold uninvested cash balances when reasonable and necessar), without incurring any liability for the papnt of interes'. thereon, provided that in no event shall unanvested cash balances be held solely for the purpose of awaiting invsstment;
)
upon the consent of invest(g) funds awaiting investmentthe by company, an' Asset to temporarily Manager in a separate or commingled trust fund established 'by the Trustee for the investment of . funds for- Decommissioning Costs and
)- consisting solely of investments permitted under Section 4.3 of this Trust Agreement;;and (hb upon thel direction of the -Company, to loan securittes to brokers, dealers or other borrowers under such terms and conditions as the Trustee, in its absolute
)' discretion, deems advisable,.to secure the same by accepting as collateral only assets constituting permissible ..nvestments under section 4.3 of this Trust Agreement, and during the term of any such loan, to permit the loaned escurities to be transferred into the name of and voted by the borrowers or others, and, in connection with the exercise. of the powers
) hereinabove granted, to hold :any property -deposited as collateral by the borrower pursuant to any master loan agreement, and to retain any such property upon the default
-of the borrower, and to receive compensation therefor out of any amounts paid by or charged to the account of the borrower.
i l I 18 I s l
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ARTICLE VII Records and Accounts of Trustee ) 7.1. Records. The Trustee shall kee) accurate and detailed accounts of all investments, receipts, d;,sbursements, and other transactions in the Qualified Master Deconnaissioning Fund to fund the decommissioning costs for each Participating Unit, and all accounts, books, and records relating thereto shall be opned to ) inspection and audit at all reasonable times during normal Dusiness ' hours by any Person designated by the Company. 7.2. Annual Account. Within sixty (60) days following the close of each Accounting Period, the Trustee shall file with the Account Party in accordance with Section 13.5, a written account ) setting forth ' the receipts and disbursements of Equitable Shares of each Participating Unit under the Qualified Master Decommissioning Trust and the investments and other transactions of fected by it upon its own authority pursuant to the directions of any Person as herein provided during the Accounting Period. ) 7.3. Account Stated. The Company agrees that it will use reasonable of forts to file all objections, if any, to the Trustee's annual account in writing with the Trustee within ninety (90) days of the filing of such annual or other account with the Account Party. i 7.4. Judicial Accountinos. Nothing herein shall in any way limit the Trustee's right to bring any action or proceeding in a court of competent jurisdiction to settle its account or for such other relief as it may deem appropriate. 7.5. Necessary Parties. Except to the extent that any law or
)
regulation may provide otherwise, in order to protect the Qualified Master Decommissioning Trust from the expense of litigation, no Person other than the Company shall be a necessary party in any proceeding under Section 7.4, may require the Trustee to account, or may institute any other action or proceeding against the Trustee or the Qualified Master Decommissioning Trust. 7.6. Responsibility for Notices and Filinas with the NRC and the Internal Revenue service. The Trustee shall not be responsible with respect to any Participating Unit to give or apply for any notices, to make any filings, cr to maintain any records required by the NRC or the Internal Revenue Service, all of which, for p t erposes of this Trust Agreement, shall be the responsibility of 1 Company. I 19 l
ARTICLE VIII . I comoensation. Taxes, and Ernenses ) 8.1. compensation and Ex >enses, Any expenses incurred by the Trustee in connection with . .ts administration of the Equitable Shares of each Participating Unit under the Qualified Master ' Decommissioning Trust, incluting, but not limited to, fees for , legal services rendered to the Trustee (whether or not rendered in !
). connection with a judicial or administrative proceeding), such compensation to the Trustee as shall be agreed upon from time to time between the Trustee and an officer of the company, and all
- other proper charges and disbursements of the Trustee, shall, in ,
the sole discretion of the Company, be paid by the conjMny or from the Equitable Shares of the Participating Units under tie Qualified Master Decommissioning Trust. The Trustee's entitlement to
) reimbursement hereunder shall not be affected by the resignation et removal of the Trustee or by the termination of an Equitable Share of a Participating Unit under the Qualified Master !
Deconnaissioning Trust. The Trustee shall have no lien, security interest or right of set-off whatsoever upon any of the assets of the Qualified Master Deconunissioning Fund for the payment of fees ) and expenses for services rendered by or on behalf of the Trustee l under this Trust Agreement without the written consent of the Company. 8.2. Taxes. All taxes of any kind and all kinds whatsoever that may be levied or assessed under existing or future laws, domestic or foreign, upon the Qualified Master Deconnaissioning Trust or the income thereof, shall be paid from the Equitable ' i Shares of the Participating Units under the Qualified Master Decommissioning Trust, as appropriate. 8.3. Allocation. Any tax or expense paid from an Equitable Share under the Qualified Master Decommissioning Trust which is I a >ecifically allocable to one or more Participating Units shall be c.1arged against the Equitable Share of such Participating Unit or Units. Any expense that is allocable to all of the Participating Units shall be charged against the appropriate Equitable Shares of all of the Participating Units under. the y Decomunissioning Trust as a whole. Qualified Master l l 20 i
b ARTICLR IE Resianation or Removal of Trustee
) 9.1. Reslanation or Repoval. The Trustee may be removed by the Company at any time upon thirty (30) days' notice in writing to the Trustee, or upon such lesser or greater notice ar. the Company and the Trustee may agree. The Trustee may resign at any time upon thirty 30 )
upon such lesser o(r g)reater notice as the Company and the Trusteedays' notice in may agree. 9.2. Desianation of successor Trung. Upon the removal or resignation of the Trustee, the Company shall either appoint a successor trustee who shall have the same powers and duties as
) those conferred upon the Trustee hereunder, and upon acceptance of such a assign,ppointment transfer, andby paythe successor over trustee, the Qualified . the Master Trustee shall Decommissioning Trust to such successor trustee, or the company shall direct the Trustee to transfer the Qualified Master Decommissioning Trust directly to the trustee of another trust which is qualified under- )
Section 468A of the Code. Any such assignment or transfer of the Qualified Master Decommissioning Trust shall be effectuated no later than the last day of the month in which the thirty (30) day notice period, as described in Section 9.1, expires. If, for any reason, the Company cannot or does not act promptly to appoint a successor trustee or direct the transfer of the Qualified Master
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Decommissioning Trust to another qualified trust in the event of the resignation or , smoval of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee. Any expenses incurred by the Trustee in connection therewith shall be charged to and paid from the Qualified Master Decommissioning Trust as an expense administration. of
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9.3. Reserve for Excenses.
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The Trustee is authorised to , reserve such amount which may reasonably be required for payments of its fees and expenses in connection with the settlement of its account or otherwise, and any balance of such reserve remaining y af ter the payment of such fees and expenses shall be psid over in accordance with the directions of t: . Company under Section 9.2. The Trustee is authorised to invest such reserves in any investment authorised under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of truste.
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1 o; ARTICLE X- I
-Withdrawal of Particinatina Units' 10.1. Event of Withdrawal. Upon receipt of notice from-the company of the. termination of a separate trust maintained to (including any partial temination) fund the-Decommissioning Costs-of a Participating Unit, or of a withdrawal of any Participating -1 Unit, or' any part thereof, from- the Qualified Master j O Decommissioning Trust, the Trustee shall segregate the-portion of
- assets of the-Qualified Master Decommissioning Fund allocable to- ,
j the Equitable Share of- the Participating Unit, or part thereof, and,-- subject to Section 1.3- of the Trust Agreenznt, shall dispose-of such assets in accordance with the directions of the Company. Such dispositit.3 a may include, - but shall not be limited to, the g transfer of all - n portion of such assets to (a "another funding-method considerd acceptable by; the NRC for pro)viding financial . assurance of the availability of funds for Decommissioning, or_ (b) , another funding method for-financial assurance maintained by-any' I successor to-the Company incident to the transfer or disposition l a by the Company of all or a portion of its ownership interest =with =i O respect to a Participating Unit. 10.2. pisqualification. The Company shall promptly notify the Trustee if any Participating Unit has been or La likely to be-
. disqualifled- under section- 468A of the Code.= Upon such a
' disqualification, the Equitable Share of such Partici .
O- - shall be treated as withdrawn and,its assets shall'be pating Unit distributed in accordance- with the directions of the Company, subject to Sections 1.3 and 3.5 of the Trust. Agreement. 10.3. Anoroval of Acoronriate Aaencies. The Trustee moy, l i in its absolute discretion, condition delivery, transfer, or '
& distribution of any assets -withdrawn from ' the = Qualified ' Master Decommissioning Fund under this Article . X upon thec Trustee's
- receiving assurances satisfactory to it that the Company has made any notice or filings which may be required to be given the NRC or the Internal Revenue Service.- '
g - 3 9 22 9
h, ARTICLB 11 Amendment or Termination ) 11.1.- Amendment.- Subject to Section - 1. 3, the company whole - or in part, any or alland reserves the right at any time from time .to time to amend, in of the provisions of this Trust Agreement by notice thereof in writing delivered to the Trustee; provided, however, no amendment which affects the rights, duties, 1-or responsibilities written consent. of the Trustee may be made without its prior - 11.2. Termination.. Subject to Section 1.3, this Trust Agreement shall terminate when all transfers and payments required or permitted to be made by the Trustee under the provisions hereof shall have been made, unless terminated earlier by the company by. 3 written notice to the Trustee.- Upon written notice from the Company that Decommissioning is complete, any assets remaining in the Qualified Master Decommissioning Trust after the psyment of all Decommissioning Costs, any administrative costs and - any other - incidental expenses of the Qualified Master Decommissioning Trust shall be returned to the Company. 11'3. Trustee's Authority to survive Termination. ' the final distribution - of the Qualified Master Until rund, the 'irustee shall continue to have and may exercise all ofDecommissioning the powers Agreement. and discretion conferred upon it by this Trust ! l l l k 23
4 (' ARTICLE XII l Authorities ) 12.1. Company. Whenever the provisions of this Agreement specifically require or permit any action to be taken by "the Company,a such action must be authorized or ratified by the Board I i of Directors or by any designee or comunittee~ authorised by the Board of Directors to act on behalf of the Company. Any resolution adopted by the Board of Directors or by such authorised designee or committee or other evidearcs of such authorisation or ratification shall be certified to the Trustee by the Secretary or i an Assistant SecrMary of the Company under its corporate seal, and I i the Trustee p#y rely upon any authorization so certified until revoked or modinsed. ny a . further action of the Board of Directors or by such autbedx.ed designee M committee similarly certified to [ the Truistee. 12.2. Investment Manaaer. The Company shall cause each Investment Manager to furnish the Trustee from time to time with , the names and signatures of those persons authorized to direct the : Trustee on its behalf hereunder. "
)
12.3. Form of Communications. Any agreement between the Company and any Person (including an Investment Manager) . or any
- other provision of this Trust Agreement to the contrary notwithstanding, all notices, directions, and other communications
- ' to the Trustee shall be in writing or in such other form, including transmission by electronic means through the facilities of third
, parties or otherwise, specifically agreed to in writing by the Trustee, and the Trustee shall be fully protected in . acting in accordance therewith. 12.4. Continuation of Authority. The. Trustee shall have the right to assume, in the absence ~of written notice to the contrary, that no event terminating the authority of any Person, I including any Investment Manager, has occurred. I 12.5. No Oblication to Act on Unsatisfactory Notice. The t Trustee shall incur no liability under this Trust Agreement for any , failure to act pursuant to any notice, direction, or any other ' communication from any Asset Manager, the company, or any other- , f Person or the designes of any of : them unless and until it shall ! have received instructions in form satisfactory to it. 1 l f l l 1 I
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0 . y ARTICLE XIII General Provisions O 13.1.. Governino Law. To the extent that state law shall 1 l not1 have been preempted by the provisions of any other law of the United States heretofore or hereaf ter enacted, this Trust Agreement - , shall be administered, construed and enforced according to the laws I ! of the-State of Georgia. !O - 13.2. Entire Aareement. The Trustee's duties and responsibilities to any Participating Unit or any Person interested j therein shall'be limited to those specifically set forth in this ' Trust Agreement, except as may otherwise be provided by applicable
- law. .No amendment to any agreement or instrument af facting any Participating - Unit or any other document shall enlarge the O Trustee's duties or responsibilities hereunder without its prior l
written: consent. 13.3. Reliance on Experts. The Trustee may consult with !
, experts (who say. be exprts employed by the company), . including legal counsel, -appraisers, pricing services, accountants,. or j lO - actuaries, selected by it with due care with respect to the meaning
- and construction of this Trust Agreement or any provision hereof,-
or concerning its powers and duties hereunder, and shall be protected for any action taken or omitted by it on the basis of. the . l opinion of any such expert, to the extent' that such action or ! omission does not constitute negligence or does not violate O applicable law. 13.4. Successor to the Trustee. Any successor, by merger or otherwise, to substantially all of the trust business of the Trustee shall automatically and without further action become the Trustee hereunder, subject to all the terms and conditions and O entitled to all the benefits and immunities hereof. 13.5. Notices. All notices, reports, annual accounts, and other communications - to the Company, Investment Manager, or any other Person shall be deemed to have been duly- given if mailed, postage prepaid, or delivered in hand to such Person at its address O appearing on the records of the Trustee, which address shall be filed with the Trustee -at the time of the establishment of the Qualified Master. Decommissioning Trust and shall be .kept current thereafter by the Company. All directions, notices, statements, objections, end other communications to the Trustee shall be deemed to have been= given when received by the Trustee at its offices. O 13.6. No Waivert Reservation of Richts. The rights, remedies, privileges, and immunities expressed herein. are cumulative and are not exclusive, and the Trustee and the company O 25 0
t O, shall be entitled to claim all other rights, remedies, privileges, and immunities to which-it may be entitled under applicable law, except as may be otherwise provided by this Trust Agreement. O 13. 7. ' Descriptive Headinas. The captions in this Trust Agreement are solely for convenience of reference and shall not define or limit the provisions hereof. i O O I O O O b O i i i 'O f 'O 26 i
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. i H ARTICLE XIV-Undertaking by Company b 14.1. Undertaking. In' considerationL of the Trustee 1
agreeing to enter into this- Trust Agreement, the Company hereby agrees to hold harmless the Trustee,-individually and as trustee, ! and its directors, officers, and employees, from and against all
- 4. amounts, including without limitation taxes, . expenses (including
- j. reasonable, counsel fees), liabilities, claims, damages, actions, ,
suits, or other charges, incurred. by or assessed ;- against- it, individually or. as trustee, or its directors, officers or employees, (a) as a direct or indirect result of anything done in~
- good faith, or alleged to have been done, by or on behalf of.the l Trustee iti reliance upon the directions of any Investment Manager,-
4 or the Company, or anything omitted, in: tho' absence of ' such - i --directions, or. (b) as a direct or indirect result of the failure of the Company, directly or indirectly, to adequately, carefully,. ,
- and diligently discharge its fiduciary responsibilities with. l respect to the investments of Qualified Master Decommissioning Fund j assets.by an Investment Manager. !
, 14.2. Limitation on Undertakina. Anything hereinabove to the contrary notwithstanding, the Company shall .-have no-responsibility to the Trustee under Section 14.1 if the Trustee knowingly participated in or - knowingly concealed :any act- or-omission of any Person' described in such Section 14.1, knowing'that-such act or omission constituted a breach of such Person's' fiduciary responsibilities, or if the Trustee fails to perform'any of the duties specifically . undertaken by it under the provisions of this Trust Agreement, or if the Trustee fails to act in-conformity with duly given and authorized directions hereunder.
l In - addition, the Company shall have no responsibility to the Trustee under Section 14.1 _for any income or excise taxes,; penalties or interest -imposed against the Trustee arising from or-related to any violation of the prohibitions against self-dealing. set forth in the Code by any of the Trustee's directors, officers or employees, and the payment of any such. income or excise taxes, .l penalties or interest shall be the sole. responsibility of the'- Trustee. , l I l l 27 f-i. i
. - - . . . . , - _ _ . . - . . . . . - - , . - ---,_.--.__..__,_.._....m-m, . , . _ - - _ . _ . . .
s. ARTICLE XV L
]
- Securities Landina Undertakina l 15.1 Undertakina. In the event that any. loan made pursuant !
) to Section 6.2(h) is terminated and the loaned securities, or any l portion thereof, shall not have been returned to the Trustee by or l l on behalf of the borrower within the time specified by the applicable securities loan agreement, the Trustee shall, subject to Section' 15.2 below, at its expense (a) replace the loaned securities, or any portion thereof, not so returned, with other , securities of the same issuer, class, and denomination, or '(b) if it is unable to purchase such securities on the open market, credit
- the Qualified Master Decomunissioning Fund with the market value Cas :l hereinafter defined) of such unreturned loaned securitnes -
determined at the close- of business as of the date on which the . loaned securities should have been- returned, and credit to the - Qualified Master Decommissioning Trust, until such time as the events in (a) or b) are consummated, any dividends or interest . which have accrued (on the loaned securities whether or not received ' l from the borrower. The above-referenced market value of any i security listed on-a national securities exchange shall be the last I sale price on the principal exchange on which trading occurred on the date the market value is determined, or if there was: no sale- . on any such exchange on such date, the last bid price quoted. The I market value of securities traded in the over-the-counter market I will be determined at the last quoted bid price. The market value 4 of securities for which market quotations are not readily available over a reasonable period of time, shall be on the basis of the last sale _ price on the exchange on which the security is listed or the 4 last quoted bid price in the over-the-counter market, as reported by the National Quotation Bureau Incorporated or any successor 1 j organization. I 15.2 Trustee's Richts. In the event that the Trustee shall be required to make any payment or incur any loss or expense in connection with any securities loan pursuant to Section.15.1 above shall, to the extent of such payment and/or loss or expense, be subrogated to, and succeed to, all of the rights of the- Qualified Master Decommissioning Fund against the borrower under- the applicable loan agreement and to the collateral securing the borrower's obligation to the Trustee under such loan agreement. L i 28 l
. -- . . . _ . _ _ . , _ _ . . . _. . - ..____.. . _ _ . _ . . . _ . _ . _ , . . _ _ _ _ _ , . _ - . . .._ I
l .- > IN WITNESS - WHERBOF, the parties- hereto have caused : this Qualified Master Deccanissioning Trust Agreement to be executed by their respective officers thereunto duly authorised and their t- corporate seals to be hereunto affixed-and attested on the day and )- year first above. written. I !. ) (Corporate Scal) GEORGIA POWER COMPANY ). ; I Attests wA%L ays as M (/ '@ ggg,g /~ -(Title)- )
. Assistant Treasurer .;
1 I (Corporate Seal) BANK SOUTH, N.A. l
= Attests l0'strafriAs V
M sy. Atafc - s inlu AS$!$iANT Y2f PRf$10(Ni (Titleh,sf.Xh ('cq l u I L l
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.iF BENIBIT A QUALIFIED MASTER DECOMMISSIONING TRUST 1 PARTICIPATING IUNITS AND bWNERSHIP:I'NTERBSTS '
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~ Hatch Hatch Vogtle- Vogtle. :
L Unit 1 Unit-2 ' Unit 1 . Unit 2~ h ' NRC' Facility Operating 1 .. . 3 License. Number DPR-57 NPF-5 NPF-68i NPF-81 . !
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License ~ Expiration- . 8-6-14: 6-13-18.. 1-16-271
' Date -269-29:
) . \, Oeership Interest (Percentage). , i Georgia Power Company- 50.1 50.1: -45.7. 45.7 . F - Oglethorpe Power-
- t
.30.0-Corporation 30.0 30.0 ~.30;0 i
~ Nunicipal Electric Authority-of Georgia 17.7- : 17 . 7- 22.7- 22.7: j h City of_ Dalton 2.2 _.2.a.1 _.L1 _.LfL 100.0 *100.0 -
100.0- ~100'.0 l 1 f. e 1 i Ti i l l l l i i. l- 30 e
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EEHIBITLB~
-QUALIFIED MASTER DECONNISSIONING TRUST.' j SPECINEN CERTIFICATE OF EVENTS-L i Bank South,.N.A. 1 P.O. BoxL4956
' Mail Code 16 ,
) Atlanta,: Georgia 30302: I Attentions'. Trust Division l- 1 Gentlemen - -4 In accordance with the terms of-.that certain Trust Agreement by. and between. Georgia Power ' Company - and: Bank '= South, .J N. A. , as l Trustee, dated- , I, , Secretary of J Georgia Power: Company, _ hereby certify that the = following events - - have occurred: '
.j ): 1. Georgia Power Company is required to commence the'-
L decommissioning of its facility, Unit , located at- .(hereinafter called.the " decommissioning *), 2 .- the plans and procedures for the commencement and conduct !
> of the decommissioning-~have been established in .
accordance with : regulations issued by the United ~ States l Huclear Regulatory Commission,-or its successor,'and: ' i
- 3. the Board of Directors of Georgia: Power J Company - has adopted- the attached resolution authorizing the-- ;
h:.. commencement of the decommissioning. i \ 1 I i Secretary of Georgia. Power = l ). - Company 4 Dato S c
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EENIBIT'C i QUALIFIED. MASTER DECOMMISSIONING TRUSTi
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?- SPECIMEN CERTIFICATE j l .i L Bank South, M.A. P.O. Box 4956 ~ + - Mail Code 16 Atlanta, Georgia 30302- j
' Attentions ~ Trust Division I l .
Gentlemen j. b . In accordAnce-with the terms'of that.certain Trust. Agreement by - and ' between Georgia Power CompanyJ and Bank South, N. A. , as i Trustee, dated =,.I, [ insert name), [ insert . Treasurer or Assistant Treasurer) of Georgia. Power Company,. hereby . certify that: D 1. decommissioning offGeorgia Power Company's facility,. Unit , located.at-is proceeding _ pursuant to a. plan and procedures established in accordance with regulations : issued by the . -; United States Nuclear Regulatory Commission, or' its ' successor, and --
)
- 2. the funds request'ed for payment or' reimbursement on this date,.S , will be expended _ for
-decommissioning activities pursuant to such plan. 11 1 )
[ Insert Treasurer or Assistant Treasurer)iof Georgia Power-Company J Date-l b 32 i l
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~1 NONQUALIFIED' MASTER TRUST AGREEMENT.
lO FOR'THE' , 1 DECOMMISSIONINGfOF NUCLEAR PLANTS.. 7 a BETWEENi I O , GEORGIALPOWER COMPANYJ
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'l BANK:. SOUTH,1N.A.c AS' TRUSTEE OI i
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- TABLE OF CONTENTS l sy I j ^ ARTICLE:I.. .
TITLE - PURPOSE --POLICY - EFFECT p f 1.1' Name.of Trust ~- 3 ~
- 1. 2 - Definitions -3.
1.3 PurposeE 5 --- 1.4 Effeet - . 5-1.5 Domestic. Trust! . l 1.6 Trustee lNotiResponsiblelfor Enforcing Contributions.or_for Sufficiency. 6~ 4
)'
ARTICLE II PARTICIPATION: . 2.1 Eligibility- 7 1 2.2 -Equitable Shares! ' 7- i
)- : 2. 3' Valuations 7 j i
' ARTICLE:III- . PAYMENT OFJDECOMMISSIONING~ .,
) 3.1 Payment-for Decommissioning Activities 8
~3.2- Payments Pursuant ~to NRC Direction- :8 3.3 Responsibility for Decomunissioning 8) 3.4 Reversion of Company' Contributions .9-3.5 Payment > or Reimbursement of: ;
Administrative. Expenses :9 , 3.6 Prohibition Against Assignment; j- or.Allenation- 10: l ARTICLE 1IV ' e L INVESTMENT OF TRUST ASSETS i
- f. 4.1 Asset Managers 11
-4.2
^ Investment Discretion . 11- "i
4.3 Limitations'on
Investment Discretion: - 11' 4.4 Responsibility'for= Diversification- 11 i This Tablo of Contents is for'the convenience of j the parties only and is not a part of the attached Master Trust- > j Agreement. i l l l i.
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L ARTICLE V. . . RESPONSIBILITY FOR' DIRECTED. FUNDS' - ,0 5 '.1 Responsibility for Selection of Agents ~ 13: ,
- i 5 '. 2 - ~ Trustee Not Responsible for .
( l Investments-in Directed Funds . 13 _. 5 '. 3 ' Investment Vehicles. 13 l5.4 Reliance on.-Asset' Manager- 13> c 5.5 Merger;of Funds , 14 ,0 .5.6 Notification of: Company in Event.of sreach 14
- - 5.7
- Definition-of Knowledge. 14 i >
5.8 Duty'to Enforce' Claims 15 5.9- -Restrictions on Transfer . 1:
- OJ ARTICLE
- VI' POWERS OF ASSET MANAGERS 6.1 General Powers: 16 -
6.2 Additional Powers of Trustee, 17 'O : ARTICLE VII I RECORDS.AND ACCOUNTS OF, TRUSTEE 7.1 Records 19. 7.2 Annual Account 19' 3 7.3 Account Stated' 19 7.4 Judicial Accountings 19 7.5 Necessary Parties .. . . 19- 3~ 7.6 Responsibility.for= Notices and Filings with the NRC,and the InternaloRevenue. Service . 19 ARTICLE'VIII COMPENSATION,' TAXES,"AND EXPENSES l 8.1 Compensation'and Expenses .20 8.2 Taxes 20 8.3 Allocation 20 1 ARTICLE IX RESIGNATION OR REMOVAL OF TRUSTEE 3- .9.1 Resignation or Removal 21 9.2 Designation of Successor Trustee -21, 9.3 ' Reserve for Expenses 21 , i 11 l l
l O ~ ARTICLE' X :- WITHDRAWAL OF - PARTICIPATIN 3 - PLANS OL 10.1 Event of Withdrawal 2 2 -- 10.2 Approval of' Appropriate Agencies , 22 l 0 :AMENDME O ERMINATION
'11.1- Amendment- 23 11.2 Termination- . . . 23 b ' 11'. 3 -- Trustee's; Authority to Survive Terminacion , 23'
- O ARTICLE XII-
; AUTHORITIES 12.1 Company- ,
24, , 12.2 . Investment Manager. 24-3 12.3 ' Form- of Cossaunications' 24i
,l12.4 Continuation of Authority. :24 I
'12.5 No' Obligation-toLAct on Unsatisfactory Notice' 24
' ARTICLE XIII 3 GENERAL' PROVISIONS.
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13.1. Governing Law . 251 j 13.2 Entire Agreement -25 j 13.3 Relianca on Experts 25
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13.4 Successor:to the Trustee 25, -!
,3 13.5 Notices . 25' H 13.6 No. Waiver; Reservation of Rights 25 _[
13.7 : Descriptive Headings :26 4
-ARTICLE XIV .
.l 3 UNDERTAKING BY COMPANY l 14.1 Undertaking 27 i 14.2 Limitation on Undertaking .- 2 7 j ARTICLE XV
..SECURITIEStLENDING' UNDERTAKING q
'15.1 Undertaking 28 15.2 Trustee's Rights 28 i 3 ]
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NONOUALIFTED MASTER TRUST AGREEMENT O ' This. Trust Agreement is hereby. entered into this off 6-
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day % b ,1 l' W , by-and between-Georgia Power Company, a corporatidn okganized and existing under-the laws of the State of-Georgia, and . Bank South, .N.A., a : national banking association-g having trust powers, as Trustee. H 1 T H E E 1 E T'H8
.WHEREAS, Georgia Power Company (hereinafter referred
- g to .as the " Company") presentlye owns -a porti'n . of and ~ operates -
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nuclear power facilities at Plant; Hatch and Plant Vogtle pursuantii to nuclear facility operating licenses issued by the U.S. Nuclear Regulatory Commission; and= WHEREAS, such . operating ~ licenses - are expected to .O expire beginning zin the year 2014,' at which time the Company? desires to begin removing the-affected? nuclear facilities safely ; from service and reducing the. residual radioactivity - to a - level ' that permits termination of the applicable license; and WHEREAS, the NucleartRegulatory Commission, pursuant .O to the Atomic Energy: Act of 1954,. as amended, and the Energy Reorganisation Act of 1974, has promulgated ' regulations in Title 10, . Chapter I of the Code of Federal Regolations, Part 50, with respect to the radioactive deconunissioning of nuclear power facilities; and I 3 WHEREAS, Section 50.75 of 1 Title 10- of the Code of O Federal Regulations requires -that aLholder of, or an applicant for, a license to operate a nuclear power facility provide assurance - that funds will be available when needed:for required radioactive decomunissioning activities; and WHEREAS, the Company, as a co-licensee of nuclear .O power units at Plant Hatch and Plant Vogtle, is subject to such regulations governing the funding 4 of radioactive decommissioning costs; and WHEREAS, the company has elected to use a trust fund ,O to provide its portion of the radioactive deconnaissioning ' costs attributable to its ownership interests in Plant Hatch and-Plant Vogtle,. as identified in Exhibit A a'ttached hereto and incorporated herein by reference, and such other nuclear power facilities whose radioactive decomunissioning costs are eligible for funding herein; and
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h i WHEREAS, the company intends to' fund and maintain in trust at least its portion of the . minimum funding requirements O established - by. the ' Nuclear . Regulatory Connaission . for :the. l radioactive deconnaissioning of its nuclear power f acilities; and WHEREAS, the Company intends that only its radioactive ! decomunissioning costs that may not be funded through deductible contributions made and invested pursuant to Section-468A of-the O Internal Revenue Code of 1986, as amended,.shall be held under the terms and provisions of the Nonqualified- Master- Deconnaissioning - Trust, and that any radioactive decommaissioning costs required or permitted by the Nuclear Regulatory = Comunission and which ~ may be funded by contributions deductible under Section'. 468A of the ; Internal Revenue Code shall be- funded through a- separate trust established exclusively for such purpose; and i WHEREAS, Bank South,. N. A. is.willing to act- as Trustee of the Nonqualified Naster Decommissioning Trust upon all of'the j terms and conditions set forth herein. O NOW, THEREFORE, the Board of Directors of Georgia Power Company and Bank South, N.A., as Trustee, declare and agree that Bank South, ' N. A. shall receive, hold, and administer all sums of money and such other property acceptable to Bank. South,-N.A., j as shall from time to time be contributed, paid, or delivered to '; it hereunder, IN TRUST, upon the terms and conditions as meet forth herein. O O-
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' ARTICLE I Title - Purnosa - Policy - Effact 1.1. Na=a of Trust. The Nonqualified master- ;i decommissioning trust established hereunder shall be known as the i Nonqualified Master Trust for the Decomunissioning of Nuclear Plants l and is sometimes hereinafter referred to.as the " Trust" or as the .l g "Nonqualified Master Deconnaissioning Trust. " '
l'. 2 . Definitions. Where used 'in this= Trust Agreement, unless the context - otherwise ' requires or unless - otherwise . expressly provided: J O (a) " Account Party" shall mean an:of ficer of the Company . designated to represent the Company for.this purpose and any Person to whom-the Trustee shall be instructed by the Company to deliver-its annual. account under Section 7.2. _ (b)- " Accounting' Period" shall mean either ~ the twelve-(12) consecutive month period ~ coincident with the calendar-O year or the. shorter period in-any. year;in which the Trustee accepts appointment as Trustee hereunder or ceases to act as Trustee for any reason. (c) " Asset Manager" shall mean the Trustee (other'than for purposes of Article V O or collectively as the co)ntext shall require, _ with respect toor Investment Man t those assets ' held in an : Investment - Account 1 over; which it
. exercises, or to the extent it 'is - authorized L to exercise discretionary investment authority or control.
(d) " Bank Business Day" shall mean a day on-which the O Trustee is open for: business.- (e) " Board of Directors" shall .mean- the Board of Directors of the Company.- O as (f) " Code" shall mean the Internal Revenue Code of 1986,- amended from time to time, and regulations issuta thereunder. (g) " Company" shall mean Georgia Power Company, or any. successor thereto. O (h) " Decommission" shall mean to remove a nuclear power. f acility safely from service and reduce residual radioactivity to a level that permits release of the property for. unrestricted use and termination of an NRC operating license. O-3 0
Oi 4 (1) "Decommaissioning i Costs " shall mean . the L Company's 4 proportionate , share of the direcc: and indirect ; expenses . O: arising from- or. relating; to the Decommissioning of a' Participating Unit and'for which theLCompany's contributions to fund such coats are not currently" deductible under ' tho' Code. (j) .. Directed Fund"'shall mean any Investment Account, O r part thereof, subject to the discretionary management and ;j control of-any Investment Manager, j t (k) = " Discretionary Fund" shall mean any Investment ! Account,- or part =thereof, subject to the discretionary = i management.and control of the Trustee. j
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O (1) "squitable share" shall mean the interest, of any Participating-Unit in any Investment Account. ! (m) '" Investment Account" shall mean each pool of assets;
.in the.Nonqualified Master Decommissioning Trustrin which one - '
O- r a re Participating Units has an interest; during' an. 1
-Accounting Period.
(n " Investment Manager" shall mean a-bank or investmen't adviser)who is-registered es an investment adviser under the ! Investment Advisers Act of 1940. O (o) " Investment Vehicle" shall: 'mean. any common,- collective, or commingled trust, . investment company,. corporation- functioning as an -investment - intermediary, or-other entity or arrangement"to which, or. pursuant;to which,- ! assets of the: Nonqualifled Maa6ter LDecommissioning Trust:may-be transferred .! O or in _ which tho' Nonqualified . Master Deconnaissioning Trust ~has -an; interest, beneficial ~ or otherwise. (p) "NRC" shall mean the U.S. ~ Nuclear Regulatory Commission, an agency of the U.S. Government,'or any successor. thereto. O (q) "Nonqualified Master ' Decommissioning . Fund"' shall mean all . cash and other property contributed, . paid, or delivered to the Trustee . hereunder, all' investments .made therewith and proceeds thereof and all earnings and profits a O' thereon, less payments, transfers, or . other distributions : which, at the time of' reference, shall have been made,by the Trustee, as authorized herein. a
. The ' Nonqualified - Master '
Decommissioning Fund shall include all: evidences of ownership, a interest, or participation in an Investment Vehicle, but shall '; not, solely by reason of the Nonqualified, Master Decommissioning Fund's investment therein, be -deemed to 0: include any assets of such Investment Vehicle. 4 l O- 1 I
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..(r)"*"'"*qualifiedi Master' Decossissioning Trust"
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"Non shall i O' lif1*d "***** T*"** f * *h* ** "***** "i"' 8 Nuclear Plants.- l s " Participating Unit" shall mean any ' unit nuclea(r) power -facility. in which the Company has an own ership'ofa j interest. - The Participating Units are identified in Exhibit A i 0: 8ttached heret and'ine rPorated herein byjreference.-.
(t) " Person" shall mean the NRC,.naturaliperson,' trust estate, corporation of any kind or-purpose,: mutual co;mpany,, i joint-stock company, unincorporated-organisation, committee, board, fiduciary, ; or - representative capacity, . as. the : context O **Y **'"A*** ' (u) " Trust Agreement" shall mean all of-the-provisions of this instrument . and of all other instruments eamendato#Y - hereof. - O (v) " Trustee" shall. mean . Bank! South,
. N. A. , Land . its J successors and assigns,' including any-bank or: trust company j
-into which it may hereafter be . merged' or : consolidated. l
" Trustee" shall also mean any successor Trustee subsequently I appointed pursuant to section 9.2 herein.' A O (w) valuation Date" shall mean the last day of each calendar month.
The plural'of any_ term sha).L have a meaning corresponding?to the singular thereof as so de'.ined and any neuter. pronoun-used herein- 1 shall include the maaroline or feminine,. as the context may-require. 1.3. Purpose. The Nonqualified Master Decommissioning' Trust i
.is hereby established to ' fund the Decomunissioning - Costs of the- l Participating Units to the extent that the. contributions to. fund l such costs are required or permitted by the' NRC and. are - not
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_0-deductible under Section -46BA-of the Code. Except as otherwise may - be permitted by law and the terms of the Nonqualified Master Decommissioning Trust, at no time prior to the satisfaction.of all liabilities .with respect to the Decommissioning of: a Participating Unit shall'any part of the Equitable Share of such? Participating l Unit in the Nonqualified Master Decommissioning Trust be:used'for,- .-0 or anddiverted to, any purposes _ other than 'such Decommissioning Costs, l for defraying administrative costs and other incidental expenses of the Nonqualified' Master Decommissioning Trust. 1.4. Effect. All Persons .at any time interested- in any Participating Unit shall be bound by the provisions of this Trust O' Agreement and, in~the= event of any conflict between this Trust
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Agreement and the provisions of any license granted by a federal 5 0 o
O agency, or anyelaw, order or. regulation governing a Participating Unit, theiprovisions of this Trust Agreement shall not control, except to the extent necessary to carry out the intent and purpose O of the Nonqualified Master Deconnaissioning Trust. 1.5. Domestic Trust. The Nonqualified Master Decommissioning Trust: United shall at all t1Jaes be maintained as a domestic trust in the States. O - 1.6.-Trustee not nasoonsible for unforcina contributions'or for suf ficiency. The Trustee shall have no responsibility (a) for i enforcing payment of any contribution for the Decommissioning of any Participating Unit or for the timing or amount thereof, (b) for the adequacy of the Honqualified Master Deconnaissioning Fund or the O funding standards adopted by the Company to meet or discharge any. ' liabilities for the Decomunissioning of a Participating Unit, or (c) i for the satisfaction by the Company of_ the minimum funding i standards established by the NRC - for the Deconnaissioning of a Participating Unit. O 1 I O O O-0 0 6 0
l l D l ll ARTICLE II , i i Particination D . . 2.1. Elialbility. The Decommissioning . of any Participating Unit may be funded, in whole'or in part, through the Nonqualified
~ Master Decomunissioning Trust to the' extent. the contributions to fund the Deconnaissioning for such Participating Unit (a) arin required or permitted under any statute, regulations or - order issued by the NRC and (b) are not deductible under Section 468A of the Code.
2.2. Equitable Shares. The Trustee shall maintain.a separate ; trust reflecting the Equitable Share of each Participating Unit, or part thereof, in each Investment Account. Each Equitable Share ) of each Participating Unit.in.each Investment Account shall consist of separate accounts maintained solely to fund Decomunissioning costs and the administrative costs and other incidental expenses of the Equitable Share of each . Participating Unit. The Company ; shall provide the Trustee.with current information in order that ' . the Trustee may determine such Equitable Shares. .An Investment-D- Account may be divided into one or.more sub-funds or accounts =-or described in a difforent manner ' on any books 'kept or records rendered by the Trustee without in any way affecting the duties or i responsibilities of the Trustee under the provisions of this Trust
, Agreement.
2.3. Valuations. The Trustee shall determine the value of the assets of the Nonqualified' Master Decommissioning Fund as of.each Valuation Date and shall in= the normal course issue monthly reports to the Company within twenty (20)1 daysiaf ter each valuation: Date indicating the value of the assets of the Equitable Share allocated to each Participating Unit. The Company shall separately identify to the Trustee at the time of contribution to the Nonqualified
- . Master Decomunissioning Fund any amounts to . be allocated to the l Equitable Share of each Participating Unit.- Assets will be valued j at their market values at the close of business on the Valuation i Date, or, in the absence of readily ascertainable market values, ,
( at such values as the Trustee shall'detarmine;in accordance with 1 methods consistently followed and uniformly applied. ~Anything in i this Trust Agreement to the contrary notwithstanding, with respect F ! to assets constituting part of a Directed Fund or assets included ) at the request of the Company as hereinabove provided, the Trustee may rely for all purposes of this Trust Agreement'on the latest . valuation and transaction information ' submitted to it by the Person l
) responsible for the investment of assets even if such information-predates the Valuation Date. The Company will cause such Person l to provide the Trustee with all information needed by the Trustee I to discharge its obligations to value such assets and to account l under this Trust Agreement. ;
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- - ARTICLE III M=inistration of Decm==4 ssionina Plans
! 3.'1. Pavnent - for Dec ~ issionina Activities. The Trustee
; shall make all payments to the Company for Decommissioning = of . a = .;
Participating Unit from the Equitable _ Share of such Participating 1 Unit upon presentation to the Trustee of tho'following:
) (a) One_ certificate duly executed :by the Secretary of the company attesting to the occurrence of the events'with respect to a Participating Unit, and . in ' the form t set I forth in the Specimen certificate attached hereto as ,
l Exhibit B and incorporated herein by reference; and. ). (b) A certificate for each request for payment or l- reimbursement from the Equitable Share of a Participating ! Unit in the form set forth in-the Specimen-Certificate attached hereto as Exhibit C and incorporated-herein by reference, and attesting to the following conditions with respect to such Participating Units
- ' (1) that Decommissioning is - proceeding pursuant to a plan established in accordance with NRC regulations; _
and l l (2) that- the funds: wit.hdrawn will be expended for [ activities Decommissioning plan. undertaken ' pursuant- ,to such 3.2. Payments Pursuant to NRC Direction.. In .the' event of the Company's default or inability to direct Decommissioning activities
.with respect to a' Participating Unit, the Trustee shall make payments from the Equitable Share of such Participating Unit as the NRC shall direct, in writing, to provide for the_ payment of the ,
costs of required activities covered by the : Nonqualified. Master ! Decommissioning Trust. Under such circumstances, the Trustee shall J reimburse the Company, or such other Persons as specified by the NRC, from such Equitable Share for expenditures. for required activities in such amounts as - the NRC specifies in writing. .In addition,_the Trustee shall. refund to the Company such amounts as 1 the NRC specifies in writing. Upon any payment or reimbursement ) made pursuant to-this section 3.2, the funds distributed from the j Equitable Share of a Participating. Unit shall no longer constitute part of tho'Nonqualified Master Decommissioning Fund. 3.3. Resnonsibility for Decommissionina. The Trustee shall not be responsible for the Decommissioning of any Participating Units, nor for the application of the assets held in the Equitable Share of a Participating Unit and distributed to the Company for the payment of liabilities and expenses in the Decommissioning of a Participating Unit. In the event.it shall become necessary for 8
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- O the NRC to undertake - any rights or. obligations of the company.
e
- pursuant to Section 3.2 above, the Trustee shall not be liable with
' respect to any act or omission to act by it made in good faith at
- O the direction of the NRC.
3.4. Reversion of Connany Contributions. . Subject to Section
- 1. 3._ of . this. Trust Agreement, at the direction of the. Company,
. contributions-to the Equitable Share of a Participating Unit under the Nonqualified Master Decommissioning Trust may revert to the
- O company under the following circumstances:
(a). If any contribution is determined by the Company-or the i Internal Revenue Service to be deductible under Section
- 468A of the' Code, then such contribution,.to-the extent that it is determined to be deductible, and any. earnings
,O thereon, may be returned: to the Company- within a l reasonable time af ter such determination,-_ or transferred' i by the Trustee to the trustee of a separate trust adopted I 4
~by the company to hold contributions required by the NRC )
that are deductible under Section 468A-of the Code.- !O (b) 'If any contribution is made by the Company by. reason of-a mistake of law or fact, such . contribution, and any earnings thereon, may be returned to the Company within a reasonable time af ter discovery of such mistake of law or fact, or transferred by the Trustee to.the trustee of a- separate trust adopted by the Company to hold 'O contributions required by' the NRC that are deductible under Section 468A of the Code. 3.5. Payment or Re 4=hurs== ant of M=inistrative - Exnenses . On
- the direction of the Company, the Trustee shall pay monies from the . l I
l separate accounts of the Equitable i Shares - of the Participating O Units to pay the reasonable administrative costs and other i incidental expenses of the Nonqualified Master Decommissioning Trust. Such administrative costs or incidental expenses - shall - include, but not be limited to, fees arising from the Company's employment of accountants, legal counsel who may be of' counsel to l the company, other specialists,.and other-Persons'as the Company O deems necessary or desirable in connection with the administration l ! of the Nonqualified Master Decommissioning Trust and the 1 2 Decommissioning of the Participating Units. The Company in its l sole discretion may direct that the Trustee reimburse the Company l for such expenses or costs paid by the Company or directly pay the Persons rendering such administrative services. Any payments or n reimbursements made pursuant to this Section 3.6 shall be allocated I F among the Equitable Shares of the Participating Units in the same
; manner -as . described in Section 8. 3 herein. Upon any payment or reimbursement made pursuant to this Section 3.6, the funds distributed from the Equitable Share of a Participating Unit shall no longer constitute part of the Nonqualified ' Master p Decommissioning Fund.
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O' . 3.6 Prohibition Aaainst Assianment or Alienation. Except as provided under this Section 3.6 and Section 10.1 herein, no
. O- portion. of the Equitable Share of a ' Participating Unit shall be subject .1: any manner to anticipation, alienation, sale, transfer, assignment (either at law or in = equity) , pledge, encumbrance, charge, garnishment, levy, execution, or other legal or equitable process, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, garnish, levy, execute,
.O or enforce other legal or equitable process against the same shall , be void. In addition, no portion of any such Equitable Share shall be in any manner subject to the debts, contracts, liabilities, engagements, or torts . of the Company, or any general or secured creditor of the Company, Notwithstanding the foregoing, the expenses for services or materials incurred by any Person in i O connection with the Deconmissioning of a Participating Unit and for which a certificate has ~.been submitted by the company to the Trustee pursuant to Section 3.l(b) shall constitute a charge-exclusively on behalf of such Person against the Equitable Share of such Participeting. Unit until paid. Such charge shall apply only to the lesser of the amount of such certificate or the-O remaining assets of such Equitable Share.. l l !O l O l I O l-O 4 0 10 0 4
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l O, ; q ARTICLE;IV 'j
'""*'""""" # T""'" **'***
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'4'.1. Asset Manaaers. Discretionary authority for the-management _ and control of assets from time to time held in the
-Nonqualified Master Decommissioning. Fund may be retained, allocated, or delegated,- as the case may be, for one or more-purposes, to and among the. Asset Managers by the Company, -in . its O absoluto discretion ~. The terms and conditions of appointment and retention of any Asset Manager shall be the responsibility of the Company. The terms and conditions of any: allocation to an Asset Manager shall- be the responsibility of. the Company. _ The Company L
shall promptly notify the Trustee in writing of- the appointment or ) removal = of an Asset Manager. Any. notice of appointment pursuant lO
. to this section 4.1 shall constitute a representation and warranty that the Asset Manager has been; appointed by the Company and that l
any Asset Manager (other than the Trustee.and the company)-is an Investment Manager. 4.2. Investment Discretion.. The assets =of the Nonqualified O Master Decossaissioning. - Trust shall be: invested and reinvested, I without distinction between principal and income, at such time or , times- in such investments. and pursuant to such investment ! strategies or courses of action and in such shares and proportions, pursuant to the investment guidelines of the Company, as the Asset Managers in their sole discretion shall' deem advisable. The Asset O Managers-shall discharge their duties under this Trust Agreement , with the care, skill, prudence, and- diligence underL the ! circumstances then prevailing'that a prudent man acting in a like capacity and familiar with such matters would use in'the conduct. of an enterprise of a like character:and with like aims. O 4.3. Li=1tations on Invest ==nt' Discretion. The Asset Managers shall be restricted to investing the assets of the Nonqualified Master Decommissioning Trust directly:in such investments as shall . l not be prohibited - from ' time to time under regulations, orders, regulatory guides, or other pronouncements issued by the NRC. In addition, the Company may further ' limit, restrict, or impose O guidelines affacting the exercise of the discretion herein above conferred on' any Asset Manager. Any limitations, restrictions,-or guidelines applicable to the- Trustee, as Asset Manager, shall be , communicated in writing to the Trustee. The Trustee shall have no 1 responsibility with respect to .the formulation of - any funding ] policy or any investment' or diversification policies embodied O therein. The Company shall be responsible for communicating, and , monitoring adherence to, any limitations or guidelines imposed on l any other Asset Manager. , 4.4~. Resnonsibility for Diversification. The Trustee shall not be responsible for determining the diversification policy of. ! O the Nonqualified Master. Decommissioning Fund, for monitoring i 11 l O
I t adherence by the Asset Managers to such policy, and'for advising the Asset Managers with respect to limitations on assets contained 'g 3 )- in the Equitable Share of any Participating Unit or imposed on the Nonqualified Master, Deconnaissioning - Trust by uny applicable g statute, except with respect to any assets comprising the g Discretionary Fund. i
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s ARTICLE V Reaconsibility for-Directed Funds 5.1. Resnonsibility for Selection of Aaents. All transt7tions ~
'i of any kind or nature in or from a Directed Fund = shall be made upon
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= such terms and conditions and from or through such principals and
-agento as the Asset 1 Manager shall direct.
5.2. Trustee Not Resnonsible for Inves*= ants in Directed-Funds. The Trustee shall be under no duty or obligation to. review 4 or_ to question any direction of - any Investment Manager,=or to: review securities or any other property held in any with respect to prudence or proper diversification . Dirc:ted Fund or compliance I with any ' limitation . on the Asset Manager's authority under the terms of the' Nonqualifled- Master Decommaissioning; Trust,- any agreement entered into between the Company and the Asset Manager-or imposed by applicable law, or ' to make any suggestions or recommendations to the-Company or the Asset Manager,with respect a to.the retention or-investment of any assets of any Directed Fund, ' and shall have no' authority to take any action or:to' refrain from-taking any' action with respect to any asset of a Directed Fund, u unless and until it is directed to do so by the Asset. Manager. { 5.3. Investment Vehicles. . Any Investment Vehicle, or interest ~ - therein, acquired; by or transferred to- the Trustee upon the-directions of the , Asset Manager shall be allocated to 'the
=
appropriate Directed Fund, and the Trustee's: duties -and 1 responsibilities under this Trust At reement: shall not.be = increased or otherwise affacted thereby. -The Trustee shall be. responsible solely for the safekeeping of the evidence of the ENonqualified Master Decommissioning Trust's ownership of or. interest .or participation in such Investment vehicle. 5.4. Reliance on Asset Manaaer. The Trustee shall- be required under this Trust Agreement- to execute documents, to . settle transactions, to.take action on behalf of or in the name of.the Nonqualified Master Decommissioning Trust au; to make and. receive payments on the direction of the Asset Manager. Any direction of the Asset Manager.shall constitute a certification to the Trustee (a) that the transaction will not violate the prohibitions against self-dealing under Sections 468A and 4951 of the Code if such. provisions were applied to the Nonqualified Master Decommissioning Trust, (b) that the investment is authorized under.the terms of this Trust Agreement and any other agreement or law affecting the-Asset Manager's authority to deal with the Directed Fund, (c) that any contract, agency, joinder, adoption, participation agreement, " assignment, or other document of any kind which the Trustee is required to execute to effectuate the transaction has been reviewed by the Asset Manager and, to the extent it deems advisable and prudent, its counsel, (d) that such instrument or document is in proper form for execution by the Trustee, and (e) that all other 13
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iO 1 acts to perfect and protect the Nonqualified Master Decosmtissioning Trust's rights have been taken, and the Trustee shall have no duty O to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction. In addition, the Trustee shall not be liable for the def ault of any Person with respect to any investment in a Directed Fund or for the form, genuineness, validity, sufficiency, or effect of any document executed by, delivered to, or held by it for any Directed Fund on account of such investment, or if, for any reason (other than the O gross negligence or wilful misconduct of the Trust ) any rights of the Nonqualified Master Decommissioning Trust therein shall lapse or shall become unenforceable or worthless. 5.5. Maraer of Funds. The Trustee shall not have any O discretionary responsibility or authority to manage or control any , asset held in a Directed Fund upon the resignation or removal of an Asset Manager unless and until it has been notified in writing by the Company that the Asset Manager's authority has terminated and that such Directed Fund's assets are to be integrated with the Discretionary Fund. Such notice shall not be deemed ef fective O until two (2) Bank Business Days af ter it has been received by the Trustee. The Trustee shall not be liable for any losses to the Nonqualified Master Decommissioning Fund resulting from (a) the disposition of any investment made by the Asset Manager, (b) the retention of any illiquid or unmarketable investment or any investment which is not widely publicly traded, (c) the holding of O any other investment acquired by the Asset Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or State law, or if an orderly liquidation of such investment is impractical under prevalling conditions, (d) failure to comply with any investment limitations imposed pursuant to Section 4.2 and 4.3, or O (e) for any other violation of the terms of this Trust Agreement or applicable law as a result of the addition of Directed Fund assets to the Discretionary Fund. 5.6. Notification of Comnany in Event of Breach. If the ! Trustee has knowledge of a breach committed by an Asset Manager O with respect to the duties or responsibilities delegated to an Asset Manager under the terms of this Trust Agreement or any other agreement affacting the Asset Manager's authority to deal with the Directed Fund, it shall notify the Company, and the Company sha.ll thereaf ter assume full responsibility to all Persons interested in the Equitable Share of a Participating Unit to remedy such breach. The Company shall provide the Trustee with a copy of any agressent O af facting the duties end responsibilities of an Asset Manager under this Trust Agreement. 5.7. Definition of Knowledae. While the Trustee will perform certain duties (suen as custodial, reporting, recording, valuation, and bookkeeping functions) with respect to Directed Funds, such O duties will not involve the exercise of any discretionary authority 14 i ( O
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l ) l l to manage or control the assets of the Directed Funds and will be ! the responsibility of officers or other employees of the Trustee who are unfamiliar with and have no responsibility for investment
) mana9ement. Therefore, the company agrees that in the event that knowledge of the Trustee shall be a prerequisite to imposing a duty !
upon or to determining liability of the Trustee under this Trust Agreement or any statute regulating the conduct of the Trustee with respect to such Directed Funds or relieving the Company of its undertakings under Section 14.2, the Trustee will not be deemed to
) have knowledge of, or to have participated in, any act or omission of an Asset Manager involving the investment of assets allocated to the Directed Funds as a result of the receipt and processing of information in the course of performing such duties.
l, 5.8. Duty to Enforce Clat==. Except to the extent that any )
) law or regulation may provide or require otherwise, the Trustee i shall have no duty to comunence or maintain any action, suit, or r legal proceeding on behalf of the Nonqualified Master Decommissioning Trust on account of or with respect to any :
investment made in or for a Directed Fund unless the Trustee has been directed to do so by the Company or an Investment Manager, and
) unless the Trustee is either in possession of funds sufficient for such purpose or unless it has been indemnified by the company or the Investment Manager, to its satisfaction, for counsel fees, 1 costs, and other expenses and liabilities to which it, in its sole judgment, may be subjected by beginning or maintaining such action, suit, or legal proceeding. )
5.9. Restrictions on Transfer. Nothing herein shall be deemed to empower any Asset Manager to direct the Trustee to transfer any asset of a Directed Fund to itself. l l 4 15 [ l l y y --
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W=C 1 ARTICLE VI Powers of Asset Mannaars 6.1. General Powers. Without in any way limiting the powers and discretion conferred upon any Asset Manager by the other provisions of this Trust Agreement or by law, each Asset Manager shall be vested with the following powers and discretion with
) respect to the assets of the Nonqualified Master Decomeissioning Trust subject to its management and control, and, upon the directions of the Asset Manager of a Directed Fund, tne Trustee shall make, 2xecute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to enable such Asset Manager to carry out such powers and discretion a
dispos (e) ofto sell, exchange, convey, transfer, or otherwise any property by private contract or at public auction, and no person dealing with the Asset Manager shall-be bound to see to the application of the purchase money or
) to inquire into the validity, expediency, or propriety of any such sale or other disposition; (b to enter either )alone or ininto contracts company withorothers to make commitments to sell or acquire Property; ) (c orto vote upon any bonds, or other securities; to give general) special proxies or of attorney with or without power of substitution; powersto exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to consent to or otherwise )
participate in corporate reorganisations or other changes affacting corporate securities and to delegate discretionary powers and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to bonds, securities or other property; (d) to purchase units or certificates issued by an investment company, pooled trust, or_ comparable entity; (e) to transfer assets of a Discretionary or Directed Fund to a common, collective, or comuningled trust fund maintained by an Asset Manager or an affiliate of an Asset Manager or by another trustee who is designated by the Company, to be held and invested subject to all of the terms and conditions thereof, and such trust shall be deemed adopted '. as part of the Nonqualified Master Decomunissioning Trust to the extent that assets of the Trust are invested therein; and 16 + ,
l l (f) to be reimbursed for the expenses incurred in exercising any of the foregoing powers or to pay the reasonable expenses incurred by any agent, manager, or trustee [ appointed pursuant thereto.
- 6.2. Additional Powers of Trustee. In addition, the Trustee is hereby authorized (a)- to register any securitied held in the Nonqualified
) Master Decossaissioning Fund in its own name or in the name of a nominee, to hold any securities in bearer form, and to 1 combine certificates representing such securities with l certificates of.the same issue held by the Trustee in other '
fiduciary or representative capacities or as agent for customers, or to deposit or to arrange for the deposit of.such
) securities in any qualified central depository even though, :
when so deposited, such securities may be merged and held in ; bulk in the name of the nominee of such depository with other ; securities deposited therein by other depositors, or to ! deposit or arrange for the deposit of any securities issued by the United. States Government, or any agency or ,
) instrumentality thereof, with a Federal Reserve Bank, but the 1 books and records of the Trustee shall at all times show that !
all such investments are part of the Nonqualified Master : Decosuaissioning Trust; I 3 (b) to employ suitable. agents, depositories, and counsel, domestic or foreign, and to charge their reasonable , expenses and compensation against the Nonqualified Master Decommissioning Fund, and to confer upon any such depository j the powers conferred upon the Trustee by paragraph (a) of this . Section 6.2, as well as the power to appoint. subagents and depositories, wherever situated, in connection with the retention of securities or other property; (c) to deposit funds in interest bearing account deposits maintained by or savings certificates issued by the ! Trustee, in its separate corporate capacity, or in any other baaking institution affiliated with the Trustee; (d) to compromise or otherwise adjust all claims in favor of or against the Nonqualified Master Decomunissioning l Fund, subject to the prior written consent of the Company; l (e) to make any distribution or transfer of assets
- authorized under Article IX or Article X in cash or in kind l
as the Trustee, in its absolute discretion, shall determine and, in furtherance thereof, to value such assets, which , valuation shall be conclusive and binding on all persons; and ' 17 l l- -
__ ___ - . . . _ _ _ _ _ _ . . _ _ _ _ . _ _ . _ _ ._ _ _ ~ _ _ _ . . . ) I .! I ! (f) to hold uninvested cash balances when reasonable and l necessary, without incurring any liability for the payment of , ( interest thereon, provided that in no event shall uninvested i / cash balances be held solely for the purpose of awaiting l investment; l ' l (g) upon the consent of the Company, to temporarily 'l invest funds awaiting investment by an Asset Manager in . a ' separate or commingled trust fund established by the Trustee i
) for che investment of funds for Decossaissioning Costs and '
. consisting solely of investments permitted under Section'4.3 ;
of this Trust Agreement; and ; (h) upon the direction of the company, to- loan [ securitnes to brokers, dealers or other borrowers under such ,
) terms' and conditions as the Trustee, in its absolute ;
discretion, deems. advisable, to secure the.same by accepting j as collateral only assets constituting permissible investments t under Section 4.3 of this Trust Agreement, such collateral to have a value on the date of the loan greater than that of-the loaned securities, and during the term of any such loan, to i I permit the loaned securities to be transferred into the name ; of and voted by the borrowers or others, and, in connection with the exercise of the powers hereinabove granted, to hold i ! any property deposited as collateral by the borrower _ pursuant + 1 to any master loan agreement, and to retain any such property _ j l upon the default of the borrower, and to receive compensation ; , therefor out of any amounts paid by or charged to the account ,
- of the borrower. ;
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ARTICLE VII j[gggggL and Accounts of Trustee 7.1. Records. The Trustee shall keep accurate and detailed accounts of all investments, receipts, disbursements, and other ) transactions in the Nonqualified Master Decommissioning Fund to fund the Decossaissioning costs for each Participating Unit, and all accounts, books, and records relating thereto shall be opened to inspection and audit at all reasonable times during normal business hours by any Person designated by the Company. 7.2. Annual Account. Within sixty (60) days following the close of each Accounting Period, the Trustee shall file with the l Account Party in accordance with section 13.5, a written account
) setting forth the . recelyts and disbursements of Equitable Shares of each Participating Unit under the Nonqualified Master l Decomunissioning Trust and the investments and other transactions !
ef fected by it upon itt own authority pursuant to the directions of any Person as herein provided during the Accounting Period. i l
) 7.3. Account Stated The company agrees that it will use reasonable ef forts to file all objections, if any, to the Trustee's annual account in writing with the Trustee within ninety (90) days ,
of the filing of such annual or other account with the Account Party.
) 7.4. Judicial Accountings. Nothing herein shall in any way limit the Trustee's right to bring any action or proceeding in a court of competent jurisdiction to settle its account or for such other relief as it may deem appropriate.
i 7.5. Necessary Parties. Except to the extent that any law or regulation may provide otherwise, ) i Nonqualified Master Decommissioning Trust from the expense of in order to protect the L litigation, no Person other than the Company shall be a necessary I party in any proceeding under Section 7.4, may require the Trustee ] to account, or may institute any other action or proceeding against l the Trustee or the Nonqualified Master Deconusissioning Trust. ! ) 7.6. Reanonsibility for Notices and Filinas with the NRC and ! l the Internal Revenue Service. The Trustee shall not be responsible l l with respect to any Participating Unit to give or apply for any i
- notices, to make any filings, or to maintain any records required by the NRC or the Internal Revenue Service, all of which, .for ;
5 purposes of this Trust Agreement, shall be the responsibility of l f the Company. l 4
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ARTICLE VIII gn=aansation. Tazes, and Ernenses
)
8.1. Compens ation and Ernenses. Any expenses incurred by. the Trustee in connection with its administration of the Equitable Shares of each Tarticipating Unit under the Nonqualified Master Decommissioning Trust, including, but not limited to, fees for legal . services rendered to the Trustee (whether or not rendered in ]
) connection wf,th a judicial or administrative proceeding), such .
compensation to the Trustee as shall be agreed upon from time to time between the Trustee and an of ficer of the Company, and all , other proper charges and disbursements of the Trustee, shall, in the sole discretion of the. Company, be paid by the Company or from l the Equitable Shares Units under the of the Participating
) Nonqualified Master Decommissioning Trust. The Trustee's entitlement to reimbursement hereunder shall not be af facted by the resignation or removal of the Trustee or by the termination of an {
Equitable Share of a Participating Unit under the Nonqualified ' Master Decommissioning Trust. The Trustee shall have no lien, security interest or right of set-off whatsoever upon any of the
) assets of the Nonqualified Master Decommissioning Fund for the payment of fees and expenses for services rendered by or on behalf i of the Trustee under this Trust Agreement without the written consent of the Company.
8.2. TAXag. All taxes of any~ kind and all kinds whatsoever
) that may be levied or assessed under existing or future laws, '
domestic or foreign, upon the Nonqualified Master Decommissioning Trust or the income thereof, shall be paid from the Equitable Shares of the Participating Units under the Nonqualified Master ,
- Decommissioning Trust, as appropriate.
4 I 8.3. Allocation. Any tax or expense paid from an Equitable > l Share under the Nonqualified Master Decomunissioning Trust which is specifically allocable to one or more Participating Units shall be ! l charged against the Equitable Share of such Participating Unit or Units. Any expense that is allocable to all of the Participating j Units shall be charged against the appropriate Equitable Shares of I all of the Participating Units under the Nonqualified Master Decosuaissioning Trust as a whole. I l i 20
) i I i ARTICLE IX 1 l Resianation or P mval of Trustee l3'
- 9.1. Realanation or P ' val. The Trustee may be removed by l the Company at any time upon thirty (30) days' notice in writing
! to the Trustee, or upon such lesser or greater notice as the
- Company and the Trustee may agree. The Trustee may resign at any
! time upon thirty (30) days' notice in writing to the Company, or- ) upon such lesser or greater notice as the Company and the Trustee may agree. I 9.2. Designat$on of Successor Trustee. Upon the removal or resignation of the Trustee, the Company shall either appoint a successor trustee who shall have the same powers and duties as those conferred upon the Trustee hereunder, and upon acceptance of ' such appointment by the successor. trustee, the Trustee shall assign, transfer, and pay over the Nonqualified Master Decommissioning Trust to such successor trustee, or the Company shall direct the Trustee to . transfer the Nonqualified Master. Decossaissioning Trust directly to the trustee of another trust
] established to pay Decommissioning Costs. Any such assignment or i transfer of the Nonqualified Master Decommissioning Trust shall be '
of factuated no later than the last day of the month in which the thirty (30) day notice period, as described in Section 9.1, expires. If, for any reason, the Company cannot or does not act promptly to appoint a successor trustee or direct the transfer of
} the Nonqualified Master Decommissioning Trust to another qualified trust in the event of the resignation or removal of the Trustee, the Trustee may apply to a court of competent jurisdiction for the appointment of a successor trustee. Any expenses incurred by the i Trustee in connection therewith shall be charged to and paid fron l the Nonqualified Master Deconnaissioning Trust as an expense of ' ) administration.
9.3. Reserve for Ernenses. The Trustee is authorised to reserve such amount which may reasonably be required for payments of its fees and expenses in connection with the settlement of its I account or otherwise, and any balance of such reserve remaining after the payment of such fees and expenses shall be paid over in accordance with the directions of the Company under Section 9.2. The Trustee is authorised to invest such reserves in any investment authorized under the terms of this Trust Agreement appropriate for the temporary investment of cash reserves of trusts.
)
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ARTICLE X
. Withdrawal of Particinatincr Units )
10 .1.- Event of Withdrawal. Upon receipt of notice from the Company of the termination (including any partial termination) of a separate trust maintained to fund the Decommissioning Costs of a Participating Unit, or of a withdrawal of any Participating Unit, or any part thereof, from the Nonqualified Master
) Decommissioning Trust, the Trustee shall segregate the portion of assets of the Nonqualified Master Decommissioning Fund allocable to the Equitable Share of the Participating Unit, or part thereof, and, subject to section 1.3 of the Trust Agreement, shall dispose of such assets in accordance with the directions of the Company.
Such dispositions may include, but shall not be limited to, the
) transfer of all or a portion of such assets to (a) another funding method considered acceptable by the NRC for providing financial assurance of the availability of funds for -Decommissioning, or (b) another funding method- for financial assurance maintained by any succeseor to the Company incident to the transfer or disposition by the Company of all or a portion of its ownership ) interest with respect to a Participating Unit.
10.2. Approval. of.. Appropriate Agencies. The Trustee may, in its absolute discretion, condition delivery, transfer, or distribution of any assets withdrawn from the Nonqualified Master Decommissioning Fund under this Article X upon the Trustee's
) receiving assurances satisfactory to it taat the Company has made any notice or filings which may be required to be given the NRC or the Internal Revenue Service.
1 l I l l i I l l 22 i -) i ym, -. . . , - , - - . - - - - - - - _y.-- ,,r,____-.,_,,-ncwyw_--__._,.__,_.r,,.m#. %., ,.m.._r_.r,.._.,-,,--,,_,.,_,.- _,...-,,,-,.m...~,,_.,---- . . . ,
s ) i ARTICLE XI-Amendment or Termination j 11.1. . Amendment. . Subject to section 1.3, the Company reserves the right at any time and from time to time to amend, in i whole or in part, any or all of the provisions of ' this Trust ; Agreement by notice thereof in writing delivered to the Trustee; j provided, however, no amendment which affacts the rights, duties, ; or responsibilities of the Trustee may be made without its prior l-. i written consent. , l ; 11.2. Termination.. Subject to section 1.3, this Trust ! Agreement shall terminate when all transfers and payments required , h or permitted to be made by the Trustee under the provisions hereof shall have been made, unless terminated earlier by the Company by: : written notice to the Trustee. Upon written notice from the ! Company that Decommissioning is complete, any assets remaining'in - the Nonqualified Master Decommissioning Trust after the payment of .' ? j all Decommissioning Costs, any administrative costs and_any other. i incidental expenses of the Nonqualified - Master Decomunissioning t Trust shall be returned to the Company. l Until. 11.3. Trustee's Authority to survive Tamination. j the final distribution of the Nonqualified Master Decomunissioning ; Fund, the Trustee shall~ continue to have and may exercise all of the powers and discretion conferred upon it by .this Trust Agreement. , ! I I ) l l l 23 d
- - - - , . ..,.e-..,. _.w , . ~ . , - . , . . . , , , . , , , , . , _ - _ . _ ~ , . , . _ . . . ,,~,m.- .,,,,.se,,,....., r..-....,... ,-~, e.- . ... 48
l ARTICLE XII Authorities
)
12.1. Coacany. Whenever the provisions of this Agreement specifically require or permit any action to be taken by "the Company, such action aust be authorised or ratified by the Board of Directors or by any designee or committee authorised by the I Board of Directors to act on behalf of the Company. Any resolution adopted by the Board of Directors or by such authorised designee or. committee or other evidence of such authorisation or ratification shall be certified to the Trustee by the Secretary or an Assistant Secretary of the Company under its corporate seal, and the Trustee may rely upon any authorisation so certified- until revoked or modified by a further action of the Board of Directors or by such authorised designee or committee similarly certified to the Trustee. 12.2. Investment Manager. The Company shall cause each Investment Manager to furnish the Trustee from time to time with the names and signatures of those persons authorised to direct the Trustee on its behalf hereunder. 12.3. Fom of C. inications. Any agreement between the Company and any Person (including an Investment Manager) or any other provision of this Trust Agreement to the contrary > notwithstanding, all notices, directions, and other communications to the Trustee shall be in writing or in such other form, including transmission by electronic means through the facilities of third parties or otherwise, specifically agreed to in writing by the Trustee, and the Trustee shall be fully protected in acting in accordance therewith. 12.4. Continuation of Authority. The Trustee shall have-the right to assume, in the absence of written notice to the contrary, that no event terminating the authority of any Person, including any Investment Manager, has occurred. , 12.5. No Oblication to Act on Unnatisfactory Notice. The Trustee shall incur no liability under this Trust Agreement for any f ailure to act pursuant to any notice, direction, or any other consnunication from any Asset Manager, the Company, or any other Person or the designee of anv of them unless and until it shall have received instructions ja form satisfactory to it. 24 L2
ARTICLE XIII General Provisions ) 13.1. Governina Law. To the extent that state law shall not'have been preempted by the provisions of any other law of the United States heretofore or hereaf ter enacted, this Trust Agreement shall be administered, construed and enforced according to the laws of the State of Georgia. - ) 13.2. Entire Agreement. The Trustee's duties and responsibilities to any Participating Unit or any Person interested therein shall be limited to those specifically set forth.in this Trust Agreement, except as may otherwise be provided by applicable law. No amendment to any agreement or instrument affacting any ) Participating Unit or any other document shall enlarge the ' Trustee's duties or responsibilities hereunder without its prior written consent. ! 13.3. Reliance on Ernerts. The Trustee may consult with experts legal counsel, (who may be experts employed by the Company), including - ) appraisers, pricing services, accountants, or actuaries, selected by it with due care with respect to the meaning and construction of this Trust Agreement or any provision hereof, or concerning its powers and duties hereunder, and shall be protected for any action taken or omitted by it on the be.ls of the opinion of any such expert, to the extent that such action or
) omission applicable law.
does not constitute negligence or does not violate 13.4. Successor to the Trustee. Any successor, by merger or otherwise, to substantially all of the trust business of the Trustee shall automatically and without further action become the
) Trustee hereunder, subject to all the taras and conditions and entitled to all the benefits and immunities hereof.
13.5. Notices. All notices, reports, annual accounts, and other consunications to the Company, Investment Manager, or any other Person shall be deemed to have been duly given if mailed,
) postage prepaid, or delivered in hand to such Person at its address appearing on the records of the Trustee, which address shall be filed with the Trustee at the time of the establishment of the Nonqualified Master Decommissioning Trust and shall be kept current thereatter by the Company. All directions, notices, statemente, objections, and other communications to the Trustee shall be deemed 3
to have been given when received by the Trustee at its offices. , 13.6. No Waivert Reservation of Riahts. The rights, remedies, privileges, and immunities expressed herein are cumulative and are not exclusive, and the Trustee and the company 25
shall be entitled to claim all other rights, remedies, privileges, . and immunities to which it may be entitled under applicable law, except as may be otherwise provided by this Trust Agreement. , 13.7. Descriptive Headinos.. The captions in this Trust Agreement are solely for convenience of reference and shall not define or limit the provisions hereof. l
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_________.._..__.___-__q i ! l ARTICLE XIV l Undertaking by Company :
- 14.1. Undertaking. In consideration of the Trustee agreeing to enter into this Trust Agreement, the Crapany hereby ;
agrees to hold harmless the Trustee,. individually and ns trustee, and its directors, officers, and employees, from and against all i amounts, including without limitation taxes, expenses reasonable counsel fees), liabilities,. claims, damages (including
) , actions, l suits, or other charges, incurred by or assessed av:ainst it, ;
individually or as trustee, or its directors, officers or i employees, (a) as a direct or indirect result of anything'done in ; good faith, or alleged to have been done, by or on behalf of the Trustee in reliance upon the directions of any Investment Manager, ,
) or the Company, or anything ' omitted, in the absence of such '
directions, or (b) as a direct or indirect result of the failure of the company, directly or-indirectly, te adequately, carefully, , and diligently discharge its fiduciary responsibilities with ! respect to the investments of Nonqualified Master Decommissioning Fund assets by an Investment Manager. 14.2. Limitation on Undertakina. Anything hereinabove to the contrary notwithstanding, the Company shall have no responsibility to the Trustee under -Section 14.1 if the Trustee knowingly participated in or knowingly concealed any act or , omission of any Person described in such Swction 14.1, knowing that
) such act or omission constituted a breach of such Person's fiduciary responsibilities, or if the Trustee fails to perform any l of the duties specifically undertaken by it under the provisions of this Trust Agreement, or if the Trustee fails to act in i conformity with duly given and authorized directions hereunder. l In addition, the Company shall have no responsibility to the Trustee under Section 14.1 for any income or excise taxes, penalties or interest imposed against the Trustee arising from or l related to any violation of the prohibitions against self-dealing i set forth in the Code by any of the Trustee's directors, officers t
( or employees, and the payment of any such income or. excise taxes, penalties or interest shall be the sole responsibility of the Trustee. l 1 l l I 27 i f
. . . _ _ . , _ ~ . _ . _ . _ . . . . _ . - - - _ _ . _ _ . _ _ _ _ . _ , _ , _ _ _ . _ _ _ _ . _ , _ . , . _ , - - _ . . . - _ _ _
- ARTICLE XV Securities Landing Undertakinqr 15.1 Undertaking. In the event that any loan made pursuant.
to Section 6.2(h) is terminated and the loaned securities, or any portion thereof, shall not have been returned to the Trustee by or on behalf of the borrower within the time specified by the
) applicable securities loan agreement, the Trustee shall, subject to Section - 15.2 below, at its expense (a) replace the loaned securities, or any portion thereof, not so returned, with other I if )
securities it is unable of to the7urchase same issuer, class, and such securities ondenomination, the open market, or cre (b)dit ! the Nonqualifioc, Master Decommissioning Fund with the market value }
) (as hereinaf ter define 4) of such unreturned loaned securities determined at the close of business as of the date on which the i loaned securities should have been returned, and credit to the !
Nonqualified Master Decommissioning Trust, until such time as the '] events in (a) or (b) are consummated, any dividends or interest ) which have accrued on the loaned securities whether or not received 1 from the borrower. The above-referenced market value of . any !
) security listed on a national securities exchange shall be the last sale price,on the principal exchange on which trading occurred on-the date the market value is determined, or if there was no sale on any such exchange on such date, the last bid price quoted. The market value of securities traded in the over-the-counter market )
will be determined at the last quoted bid price. The market value of securiti.e for which market quotations are not readily available over a reasonable period of time, shall be on the basis of the last sale price on the exchange on which the security is listed or the last quoted bid price in the over-the-counter market, as reported by the National Quotation Bureau Incorporated or any successor organisation.
)
15.2 Trustae's Richts. In the event that the Trustee shall be required to make any payment or incur any loss or expense in-connection with any securities loan pursuant to Section 15.1 above
- shall, to the extent of such payment and/or loss or expense, be 4
subrogated to, and succeed to, all of the rights of the Nonqualified Master Decossaissioning Fund against the borrower under , the applicable loan agreement and to the collateral securing the l borrower's obligation to the Trustee under such loan agreement. b 1 j L 28 l \ l
. . _ _ _ . _ _ _ _ _ . _ _ . _ . _ _ . _ _ . _ _ , . - _ . _ . _ _ _ . _ . . _ _ . . _ . , _ _ _ . .I
1 ) IN WITNESS WHERBOF, the parties hereto have caused this Nonqualified Master Decossaissioning Trust Agreement to be executed ) by their respective officers thereunto duly authorised and their corporate seals to be hereunto affixed and attested on the day and year first above written. (Corporate Seal) GEORGIA POWER COMPANY q ,) 3 Attest NouW N t#bt By: r A8Sifl RANT / RECRETar,*/ ' //(Tit 1e). (Corporate Seal) BANK SOUTH, N.A.
,r '
Attest: MB iMh th#3 i gy, . g4 GE&ird 29
- i EXXIBIT A NONQUALIFIED NASTER DECOMMISSIONING TRUST PARTICIPATING UNITS AND OWNERSHIP INTERESTS i
Hatch Match Vogtle Vogtle . Unit 1 Unit 2 Unit 1 Unit 2 l
) .
NRC Facility. Operating i License Number DPR-57' NPF-5 NPF-68 NPF-81 -l License Expiration ;
) 1-16-27 Date S-6-14 6-13-18 2-9-29 Ownership Interest (Percentage) !
Georgia Power Company 50.1 50.1 45.7 45.7 ;
)
Oglethorpe Power ; Corporation 30.0 30.0 30.0 30.0 - . Municipal Electric 3 Authority of Georgia 17.7 17.7 22.7 '22.7-
- City of Dalton _2.d .,2.d 1d _1,d l l
100.0 100.0 100.0 100.0 l l l ) l I l ) ; 30 l l
f i EEMIBIT 5 NONQUALIFIED MASTER DECONNISSIONING TRUST i SPECIMEN CERTIFICATE OF EVENTS Bank South, M.A. P.O. Box 4956 !
) Mail Code 16."
Atlanta, Georgia 30302-Attentions Trust Division i Gentlemen In accordance with the terms of that certain Trust Agreement by and between Georgia Power Company and Bank South, M.A., as
- Trustee, dated
, I, , Secretary.of Georgia Power Company, hereby certify that the following events have occurred: 3 )
- 1. Georgia Power Company is required to commence thh decoassissioning of its facility, Unit ,
located at (hereinafter .! called the "decommaissioning"), !
) 2. the plans and procedures for the consencement and conduct ,
of the decommissioning have been established in- l accordance with regulations issued by the United States
- Nuclear Regulatory Commission, or its successor, and ;
- 3. .
the Board of Directors of Georgia Power Company.' has '
) adopted the attached resolution authorising the cossmencement of the decommissioning.
[ l i i Secretary of Georgia. Power Company Bate
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i EZHIBIT C l NONQUALIFIED MASTER DECONKISSIONING TRUST SPECIMEN CERTIFICATE j 1 .i ; ! Bank' South, M.A. P.O. Box 4956
) Mail Code 16 l Atlanta, Georgia 30302 l
, Attentions Trust Division
)
Gentlemen ' In accordance with the terms of that certain Trust Agreement by. and between Georgia Power ' Company and - Bank South, N. A. , ' as Trustee, dated ,I,- , (insert i Treasurer or Assistant Treasurer) of Georgia Power Company, hereby-certify that : i .
- 1. decnemissioning-of Georgia Power Company's ;
facility, Unit , located at , is proceeding pursuant to a plan and procedures established in accordance with regulations issued by the United States Nuclear Regulat*ory Commission, or its
; successor, and
- 2. the funds requested for payment or reimbursement on this ,
date, $ , will- be expended for decommissioning activities pursuant to such plan.. l l , [ Insert Treasurer or- Assistant j Treasurer) of Georgia : Power Company i
- Date l
l 1 a e 32
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Getug.a Tbwer Comley 333 hodmont Avenue ; (,,) Atlanta Gaorg a 3!DOB , le:ep'ure 434 tPG 6803 i
. use.g Anou.
svu o m em 4s45 EXHIBIT C Arama oewy,s auxw ! rs Georgia Power V
- fl6chaf tl J. Pershing "y.- vvn pec se e f: r Vit v houdt<1 and Treawer July 2, 1990 O
() Director, Nuclear Reactor Regulation United States Nuclear Regulatory Commission Washington, D.C. 20555 Subject Georgia Power Company Certification of Financial Assurance For Decommissioning [] Edwin I. Hatch Nuclear Plant, Units 1 and 2, Docket Nos. 50-321 and 50-366 Dear Sirs () Pursuant to the requirements of 10 C.F.R. $ 50.75(b), on behalf of Georgia Power Company, I hereby certify that financial assurance for decommissioning each of the two Plant Hatch Units, on the current expiration date of each unit's operating license, will be provided by one or more of the funding methods described in 10 C.F.R. 6 50.75(e), in an . O am unt at least equal t $229,273,000 for Plant Hatch Unit 1 ! and $270,655,000 for Plant Hatch Unit 2 adjusted in accordance with the Plant Hatch Decommissioning Funding Plan filed with the NRC.
;) Ver '
'ours, f I
Jb?: - . R. J. Persh - Treasurer O I (3 - D
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i Resourtrous 3 l OF 4 OGLRTMORPE POWER CORPORATION
- D i i
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WilEREAS Oglothorpe Power Corporation (An Electric Membership
, Generation & Transmission Corporation) (the " Corporation") is m' " Decommissioning required, pursuant to regulations (the Regulations") promulgated by the United States Nuclear Regulatory Commission (the "NRC"), to establish a method for providing reasonable financial assurance that adequate funds will be available for the payment of the cost of decommissioning the Corporation's portions of Plants Vogtle and Hatch; and WilEREAS the Decommissioning Regulations provide that the requirement for reasonable financial assurance can be met through the establishment of a trust into which funds will be paid in accordanco with the Decommissioning Regulations and held
- segregated from the Corporation's assets and' outside the J Corporation's administrative control (a " Decommissioning Trust Fund"); and WilERCAS the Board of Directors of the Corporation has determined that it is in the best interest of the Corporation for the Corporation to establish, in compliance with the Decommissioning -) Regulations, one or more Decommissioning Trust Funds, to cover each Unit of Plants Vogtle and llatch in which the Corporation owns an interost. NOW, TIIEREFORE, DE IT RESOLVED that the Board of Directors of , Oglethorpe Power Corporation (An Electric Membership Generation & v Transmission Corporation), at its regular meeting on May 14, 1990, upon recommendation of the Chairman of the Board, the Vico Chairman of the Doord, and the Secretary-Treasurer, and subject to the approval of the Rural Electrification Administration (the "REA") where required: ) (1) Does hereby authorize and direct the President and Chief Executive Officer of the Corporation, for and on behalf of the Corporation, (a) to establish and maintain one or more Decommissioning Trust Funds, to cover each Unit of Plants Vogtle and Hatch in which tho . Corporation owns an interest, in such form and subject J to such terms and conditions as the President and Chief Executive Officer may determine to be necessary or appropriate in order to comply with the Decommissioning Regulations or otherwise to be in the best fnterest of the Corporation, and (b) to amend or supplement, icom time to time, any such Decommissioning Trust Fund for 9 such purposes as the President and chief Executive officer may determine to be necassary or appropriate in order to comply with the Decommissioning Regulations or otherwise to be in the best interest of the Corporation; and S (2) Does hereby authorize and direct the President and Chief Executivo officer, for and on behalf of the l Corporation, to select and employ, from time to time, D
f ) one or moro banks to act as trustoe, additional trustoo t or successor or replacement trustee with respect to any J such Decommissioning -Trust Fund (singularly or ' collectively the " Trustee"); and (3) Does heroby authorizo the President and Chief Exocutive Officer, upon consultation with the Chairman of the Board, the Vice Chairman of the Board and the ) Secretary-Treasurer of the Corporation, and upon consultation with- the Finance, Audit and Budget Committee of the Corporation, and upon receipt of approval by the the Board of Directors, for and on behalf of the Corporation, to select and employ, from time to timo, one or more persons or institutions to ) assist and advise the Corporation with respect to, and, if datormined to be advisablo, to manage on behalf of the Corporation, the investment of the funds deposited '; in any such Decommissioning Trust Fund (singularly or collectively, the " Investment Manager"); and ' ) Does hereby authorize and direct the President and (4) e Chief Executive Officer, for and on behalf of the Corporation, to cause such funds to be deposited, initially, annually and/or at such other times as the Prosident and Chief Executive Officer dotormines to bo 7 1 required by the- Decommissioning Regulations or otherwise to be in the best- interest of the . into any such Decommissioning Trust Fund,
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Corporation, in such amounts as the President and Chief Executive Officer may dotormino, to be required by- tho l Decommissioning Regulations or otherwise to be in the best interest of the Corporation; and (5) Does hereby authorize and direct the president and Chief Exocutive Officer, for and on behalf of the Corporation, (a) to establish and maintain for the Corporation appropriato policies governing the investment- of funds in any such Decommissioning Trust l Fund, (b) to direct and cause the Trustoo and/or tho ; Investment Manager to invest funds in any such Decommissioning Trust Fund in accordance with ' investment policies as in effect from time to time, and (c) to report periodically to the Board of Directors regarding such investment policies and the investment of funds in any such Decommissioning Trust Fund; and (6) Does hereby authorize and direct the President and-Chief Exocutive Officer, for and on behalf of the Corporation, to take or cause to be taken any and all action as may be necessary or appropriate to apply for and obtain the approval of the REA where required in connection with any such Decommissioning Trust Fund; and
S i (7) Does hereby authorize and direct the President and Chief Executive Officer, for and on behalf of the : Corporation, to cause to be filed with the NRC any and all documents, certificates, instruments, agreements, : contracts and other papers relating to any such Decommissioning Trust Fund' and to take any and all j- other action as may be necessary or appropriate to comply with the Decommissioning Regulations and/or to obtain the approval of the NRC where required; Land .j (0) Does hereby authorize and empower the President and Chief Exocutivo Officer, for and on behalf of the I. Corporation, to establish and agree to the form, terms and provisions of, and to. execute and deliver on behalf of the Corporation, (a) all agreements, contracts, inotruments, certificates, and papers as the President , and Chief Executivo Officer may determino to be i necessary or appropriate (1)- to establish, maintain, ' amend and/or supplement any such Decommissioning Trust , Fund, (11) to appoint one or more banks to serve as the Trustoo for any such Decommissioning Trust Fund and (iii) to establish arrangements with one or more persons or institutions to serve as Investment Manager > for any such Decommissioning Trust Fund, and (b) any . and all other agreements, documents, instruments, ! certificates and papers as the President and Chief Executivo Officer may determine to be necessary -or appropriate to enable the Corporation to comply with the Decommissioning Regulations and to carry out the intent of this resolution; and (9) Does hereby authorize and empower the President and Chief Executive Officer, or such employee or employees of the Corporation as the President and Chief Executive Officer shall direct, to execute, deliver and perform, for and on behalf of the Corporation, all other agreements, contracts, documents, instruments, certificates and other papers, and to take such other actions including, but not limited to, the expenditure of such funds, as the President and Chief Executive Officer may determine to be necessary or appropriato to enable the Corporation to comply with the Decommissioning Regulations and to carry out the intent of this: resolution; and (10) Does hereby authorize and empower the Officers and, subject to the direction of the President and Chief Executive Officer, the employees of the Corporation, in the name and on behalf of the Corporation and.under its corporate seal, if desired, attested by an appropriato Officer, if desired, to execute, make oath to, acknowledge and deliver or file any and all agreements,
J k i applications, petitions, notices, declarations, orders, !
, directions, certificates and other instruments and :
a papers, and to do or cause to be done any and all other acts and t.hings as the President and Chief Executive Officar may determine to be necessary or appropriate to enable the Corporation to comply with the i l Decommissioning Regulations and to carry out the intent ! of this resolution;:and I) (11) Does hereby direct that the President and Chief Executive Officer, in exercising the authority vested-in .him by. the Board of Directors pursuant to this resolution, shall report on a monthly basis all actions !
, taken with respect. to the Decommissioning Trust Fund l V and shall-provide to the Chairman of the Board, the i Vice Chairman of the Board and the Secretary-Treasurer :
such additional information as they shall require in
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connect.lon wit.h the Decommissioning Trust. Fund. RESOLVED FURTHER that the final determination and approval of the O Corporation of the form, terms and provisions of any document to be executed by the Corporation shall be conclusively evidenced by the execution and a t tes t.a tion , by the Pres iden t.' and Chief Executive Officer and the Secretary-Treasurer, respectively, of such document, and of any document not required to be executed on bohalf of the Corporation by the similar execution and I at.t.est.at. ion of a cert.ificate. RESOLVED FURTHER that any action t.aken by the Board of Direct. ors ! regarding this issue at its regular meeting on April 9, 1990, is horoby rescinded. ; 1, John S. Doan, Sr., Secrotary-Treasurer of the Corporation, do hereby certify that the above is.a true and correct copy of a cert.ain resolution of the Doord of Directors of Oglethorpe Power Corporation (An Electric Membership Generatloa & Transmission ; Corporation) duly adopted at a regular meeting of said Board, l aft.or due and proper notice, held on May 14, 1990. This 14t.h day of May, 1990. [ CORPORATE SEAL) Ybf.. J'I W L -4V M f ^ '
/ John 7S . Dean, Sr.
Secretary-Treasurer T w e
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4 MASTER NUCLEAR DECOMMISSIONING TRUST AGREEMENT ] I THIS MASTER NUCLEAR DECOMMISSIONING TRUST AGREEMENT (this " Agreement") is made and entered into this afdh day of l bld , 1990, by and between OGLETHORPE POWER J CORPORATION (AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION CORPORATION), a corporation organized and existing under the laws of the State of Georgia (the ,
" Company"), as grantor, and the Citizens and Southern Trust Company (Georgia), N.A., a national banking association having trust powers with its principal office located in l l
I Atlanta, Georgia (the " Trustee"), as trustee. I I 2 M E A E E 2 Et i WHEREAS,-the Colopany is a co-owner of undivided 1 interests in, and is a co-licensee of, the nuclear ] , generating facilities described in schedule I attached L l hereto; and ; 1 1 WHEREAS, the United States Nuclear Regulatory Commission (the "NRC"), an agency of the United States Government, has promulgated regulations requiring licensees l of nuclear generating facilities to provide financial assurance that funds will be available when needed for the-l
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, decommissioning costs attributable to such facilities (see Title X, Chapter I of the Code of Federal Regulations, Part 50, promulgated pursuant to the Atomic Energy Act of 1954, es amended, and the Energy Reorganization Act of 1974); and -
WHEREAS, the Company has elected to establish a separate trust to provide for the financial assurance required by the NRC for the decommissioning costs attributable to the company's interest in each of its nuclear generating facilities; and WHEREAS, the Company has selected the Trustee to act as the Trustee hereunder, and the Trustee is willing to act as the Trustee hereunder, upon all of the terms, provisions and conditions set forth herein; D NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the company and the Trustee declare and agree that the Trustee will hold, administer and deliver all sums of money or other property l as chall from time to time be contributed to it hereunder, IN TRUST, upon all of the terms, provisions and conditions set forth herein.
m hkTICLE 1 Title - Definitions 1.1 Haag. Each trust established and maintained 3 hereunder individually shall be known by the name set forth in schedule I. The trusts established and maintained hereunder collectively shall be known as the "oglethorpe ) Power Master Nuclear Decommissioning Trust" and shall be referred to herein as the " Trust".
) 1.2 Definitions. Where used in this Agreement, unless the context otherwise requires or unless otherwise expressly provided: )
(a) " Accounting Period" shall mean the calendar year or the shorter period in any year in which the
) Trustee accepts appointment as Trustee hereunder or ceases to act as Trustee hereunder.
1 (b) " Administrative Expenses" shall mean all reasonable, ordinary and necessary expenses incurred by any Person in connection with the operation of the-
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Trust or any Fund, including the Trustee's fees (as agreed to from time to time by the company and the Trustee) and expenses, investment management fees. 4 l
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indemnification costs incurred by the Cu.apany arising O in connection with the Trust'or any Fund, legal fees and-expenses,-accounting and actuarial fees and
' expenses and all taxes'of any and all kinds and similar O' charges (including interest and penalties associated i therewith) imposed, levied or assessed on the Trust or any Fund or the income or assets.of the Trust'or any 0- Fund, under any-existing or future law, domestic'or -l i
foreign; crovided, however, such term shall not mean- i (i) Decommissioning costs for any Facility or (ii) any= 0 excise tan imposed on any Person under Section 4951 of 1 the Code or the reimbursement of any expenses in connection with contesting the-assertion of any such ; O excise tax unless it is determined that such-Person'is not liable for such excise tax and unless such expense i is considered reasonable and_ ner essary- under O Section 4951(d) (2) (C) of the Cos' . < (c) " Agreement" and the terms " hereof," "herein," j
# " hereto," and " hereunder," when used in this Agreement, shall mean and include this instrument (including all ;
Schedules and Exhibits) as the same may-from time to O time be amended, modified or supplemented. 9 ' l B-
O 1 (d) " Asset _ Manager" shall mean the Trustee or an P Investment Adviser,-individually.or collectively as the j context shall require, with respect to those assets held in a' Fund or Investment Account over which it - D exercises, to the extent it is-authorized to exercise, . discretionary investment authority or control.- i (e) " Bank Business Day" shall mean a day on which the Trustee is open for business.. D " Board of Directors" shall mean the Board of-(f) Directors of the Company. 1 3 (g) "Codo" shall mean the Internal Revenue Code of 1986, as amended from time to time,-and.the i regulations promulgated' thereunder. (h) " Company" shall mean'oglethorpe Power - Corporation (An Electric Membership Generation &' )
- Transmission Corporation), or any successor _thereto.
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1 (i) " Contributions" shall mean the cash--or other
) property transferred by the Company to the Trustee in connection with the establishment of the Trust and any and all other cash or other property that may be )
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subsequently transferred to the Trustee to be' held in the Trust. 1 (j) " Decommission" or " Decommissioning" shall mean all activities.to_ remove.a nuclear generating facility safely from service and reduce residual radioactivity to a level that permits release of such O - property for unrestricted use and termination of the NRC operating license ~for such facility.
.O (k) " Decommissioning Costs" shall mean all costs and expenses incurred to Decommission a nuclear generating .acility, including, expenses incurred in ,
connection with the entombment, decontamination, dismantlement, removal and disposal of the structures, systems and components such facility. Such term 'O-includes expenses incurred in connection;with the 1 preparation for Decommissioning,--such-as engineering i and other planning. expenses, and' expenses incurred
;O after the actual Decommissioning occurs, such as
-physical security and= radiation monit6 ring expenses, l and all similar expenditures. Such term does not L
0 include expenses incurred in connection with the i i disposal of spent nuclear fuel. l O-t 4 0 4 +
. . - . _ . . - . , , _ . . , . . . . _ , , . . . - . . -_..,_.,_.,___..a_. _ . .- , . . . , _ - _ , . _ _ , . . _ . . . - - . . , . . , -
(1) " Directed Account" shall mean any Fund'or ) Investment Account,.or part thereof, subject'to the L discretionary management and control of.the Company or t-an Investment Adviser. I (m)' " Discretionary Account" shall mean any Fund ~ f or Investment Account, or part thereof, subject to the discretionary management and control of the Trustee. (n) " Excess Assets" shall mean assets heldiin any. Fund in excess-of the amount which, when divided by the . i company's share of the amount required by the NRC to demonstrate reasonable assurance of funds for the l-Decommissioning of the Facilitycwith respect:to'which r 1 such Fund is established, equals (x) the established useful life of such Facility minus the number =of' years-remaining of such established useful life divided by-f (y) the established useful-lifeiof'such Facility. , I l-(o) " Excess Funds" shall mean.the assets set aside and accumulated in a Fund after its termination r pursuant to section 8.2. (p) " Facility" shall mean each,'and " Facilities" a shall mean all, of the nuclear generating facilities, l i. I
l l . ! ) I L l Ancluding common facilities' associated therewith, l 1 k-- described in schedule I;-each nuclear. reactor' located- i l at a multi-reactor' facility shall be considered a
-separate Facility for purposes of this Agreement.
(q)- " Fund" shall mean any one of the trusts -
- established and maintained hereunder, including (i)' all ,
cash and other property transferred to the Trustee.with respect to a separate Facility,. (ii) all investments made therewith and proceeds'thereof and'(iii) all , earnings and profits thereon, less payments, transfers or distributions as' authorized herein,'and " Funds" shall mean all'of such trusts established hereunder, f collectively. i (r) " Investment Account" shall mean each poollof assets in the Trust-in which one or more of the Funds has an interest during an Accounting Period. (s) " Investment Adviser" shall mean a domestic bank or insurance company or an investment adviser who is registered as an investment adviser under the Investment Advisers Act of 1940. -
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v i 3 = i i j (t) " Investment Vehicle" shall mean any common, Q collective, or commingled trust, investment. company, corporation functioning as an investment' intermediary,. ,
.1 or other entity or arrangement to which,-or pursuant to l )- which,-assets.of aDFund may be transferred or in which ;
the Fund has an: interest, beneficial or otherwise. i go (u) "NRC" shall mean'the United' States Nuclear -> Regulatory Commission, an agency of the United States-Government, or any successor thereto. 3 , (v) " Person" shall mean the NRC, the Company, the l Trustee, an Investment Adviser, or a natural pe m n,
) trust, estate, corporation of any kind or purpose, mutual company, joint-stock company, unincorporated '
organization, association, partnership, joint venture, employee organization, committee, board, participant, beneficiary, trustee, partner or. venturer acting in an I ' individual, fiduciary or representative. capacity, as the context may require.. (w). " Trust" shall mean the master nuclear ! h decommissioning trust established hereunder.and shall i include each Fund established hereunder.
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O - (x) " Trustee" shall mean the citizens and 3: Southern-Trust company (Georgia), N.A., as' trustee ~of , the Trust, and any successor-thereto as provided for in section 7.2. (y) " Valuation Date" shall-mean the last day of each calendar month. 3
.The plural of any term shall-have a meaning corresponding to
.the, singular thereof as so defined and any neuter pronoun i D used herein shall include the masculine or' feminine, as the
. context may require. Wherever the term " including"'is used in this. Agreement, such term'shall not be construed as limiting the generality of any-statement, clause, phrase or'-
term. f ARTICLE 2 i Establishment - PurDose - Valuation 2.1 Establishment of Trust and Senarate Funds. ~The company hereby delivers, grants, conveys, releases, assigns and transfers to the Trustee the cash and property _ described
)' in Schedule II attached hereto, and the Trustee hereby agrees to hold, administer and deliver said cash and property, together with all other contributions, and the
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-income and gains realized thereon, IN TRUST, in accordance )
with the terms, provisions and conditions of this Agreement. The Trust shall at all times be maintained as a domestic , I trust in the United-States. The Trustee shall establish and
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maintain hereunder a separate Fund for each Facility. Each . Fund established hereunder shall constitute a separate trust , and shall be maintained pursuant.to this Agreement. The
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Trustee shall' maintain separate records for each Fund and shall credit thereto its proportionate-share of all income and gains of the Trust and charge thereto its proportionate ,
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share of all Administrative Expenses and losses of the-Trust. To determine the proportionate share of income and , gains or Administrative Expenses and losses to be credited
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or charged to a Fund, the Trustee shall separately credit , each item of income and gain and separately. charge each item of Administrative Expense and loss in the same proportion as
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each Fund's assets giving rise to such item of income, gain, Administrative Expense or loss bears to the aggregate assets of all of the Funds giving rise to such item. Unless
- otherwise instructed in writing by the Company, the Trustee shall not be required to segregate or separctely invest l mssets of the Funds, it being intended that the assets of the Funds may be commingled in the Trust and maintained, invested and reinvested as a common pool.
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l 2.2 Purpose. The Trust is established and maintained f to fund the Company's share ofLthe Decommissioning Costs ] o .
- associated with the Facilities and to comply with all ,
1 applicable NRC regulations. Each Fund is established and maintained for the' purpose of funding the Decommissioning
- Costs for the Facility with respect to which such Fund is established and maintained. Except as may otherwise be permitted by the terms of this Agreement, at no time prior to the satisfaction of all of the Decommissioning Costs of the Facility with respect to which a Fund has been established and maintained hereunder, shall any part of such Fund be used for, or diverted for, any other purpose. No third party shall have access to any Fund except as provided in this Agreement nor shall the assets of.any Fund be subject to the claims of general or secured creditors of.the Company.
2.3 Contributions to the Trust. - From. time to time,
- j. the Company may make Contributions to the Trust. The company shall set forth in writing to the Trustee the amount of each Contribution and the portion of each Contribution to be allocated to each Fund. The Trustee shall acknowledge in writing to the Company receipt of all Contributions and the allocation of such contributions among the Funds. The Trustee shall have no responsibility to any Person (a) for l
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-*"T weec e m n *--
) I enforcing payment of any Contribution to the. Trust or for
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the timing and. amount thereof, (b) for the adequacy of the Trust or the funding standards adopted by the company to f meet or discharge any Decommissioning Costs or other
)- p liabilities in connection with any Facility or (c) for the satisfaction by the company of the requirements established by the NRC for-the Decommissioning of any Facility.. If the Company in its sole and absolute' discretion determines any assets in any Fund to be Excess Assets, the Company shall deliver a certificate to that effect-advising the Trustee of )
the amount of the Excess Assets and the Fund or Funds , involved and the Trustee shall pay over to cn: on the order of the Company the amount stated there'in. , i 2.4 Interests in Investment Accounts. The Trustee shall maintain a separate account reflecting the interest of l each Fund in'any Investment Account. An Investment: Account may be divided into one or more sub-funds or accounts or ; described in a different manner on any books kept-by the Trustee without in any way affecting the duties or-responsibilities of the Trustee-under the provisions of this Agreement. [ 4 2.5 Valuations. The Trustee shall determine the value of the assets of each Fund as of each Valuation Date and i ll
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. 0; i I shall in the normal course issue. monthly reports to the company within twenty (20) days after each Valuation Date :) indicating the value of the assets of each Fund (including the value of the interest of each Fund in any Investment Account). Assets-will be valued at their market values at - the close of business on the Valuation Date or, in the-absence of readily ascertainable market values, at such values as the Trustee shall determine in accordance with- , methods consistently followed and uniformly applied. Anything in this Agreement to the contrary notwithstanding, with respect to assets constituting part of a Directed Account, the Trustee may rely for all purposes of this Agreement on the latest valuation and transaction (O information submitted to it by the Company or the Investment Adviser responsible for the. investment of such assets even if such information predates the valuation Date. The
- O Company shall provide, and will cause all Investment l -Advisers to provide, the Trustee with all information necessary for the Trustee to discharge-its obligations'to
- O-value such assets and to account under this Agreement.
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l hRTICLE 3 iO. Trust Payments lc l' l 3.1 Payment for~Decommissionina. The Trustee shall- !O
- make payments.from the Fund' established with respect to a I
l Facility to the. Company, or to any other Person designated
- l. by the company, for the Decommissioning of a such Facility, O upon presentation to the Trustee of the following:
1 4 (a) In connection with the first payment of.-
- O Decommissioning Costs for such' Facility, a certificate duly executed by'the President or the Secretary of the.
Company in the form, and attesting ~to the occurrence of the events, set:forth in-the specimen certificate attached hereto as Exhibit JQ and
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D (b) .In connection with each payment of-- Decommissioning Costs for such Facility,:a certificate in the form set forth in thE' specimen certificate. O attached hereto as= Exhibit B and attesting.to the following conditions with respect to:such Facility: cy' (1) that: Decommissioning is proceeding pursuant to a plan established inJaccordance with NRC regulations, and 3 3'
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1 1 1 i (2) that the-funds withdrawn-will1be expended for activities undertaken pursuant to such Decommissioning plan l and identifying the Person.(which.may-include the ' Company) to whom the payment is:to be made and the amount of cash to be paid or the property to be transferred. , The Trustee may rely conclusively on any:such certificate and shall have no duty to make any independent. inquiry or
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investigation before actir.g upon any direction contained therein. 3.2 Payment or Reimbursement of Administrative ExDenses. ,Upon the written approval of the Company, which-
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i shall not be unreasonably-withheld or delayed, the-: Trustee shall pay monies from each Fund for-the' Administrative. Expenses of such Fund. The Trustee shall have no lien, security interest or.right of offset whatsoever upon any of ; the assets of the Trust for-the payment of fees and expenses for services rendered by or on behalf of.the Trustee under this Agreement.
l-l i i 3.3 Payments Pursuant =to NRC Direction. In the event i of the Company's failure to direct Decommissioning with respect to any Facility,_the Trustee shall make payments from the Fund established with respect to such Facility, to such Persons as the NRC shall~ direct in writing, to provide ,
- for the payment of the Decommissioning Costs'of suc1 1
Facility and for,the payment of the Administrative Expenses j l of such Fund, t 3 '. 4 Responsibility for Decommissionina; The Trustee shall not be responsible for the Decommissioning of any' Facility, nor-for the application of the assets held in a 4 Fund established with respect to a Facility and distributed to the company for the payment of the Decommissioning Costs of such Facility. In the event the NRC_shall direct the , Trustee.to make payments-pursuant to Section 3.3, the , Trustee shall not be liable with respect to any act or omission to act by it made'in good faith at the direction of 1 the NRC. P j 3.5 Excess Funds. Upon the termination of any Fund pursuant to Article 8, the Excess Funds, if any, shall'be _ paid by the Trustee to the Company or disposed of in accordance with the directions of the Company. Such dispositions may include the transfer of all or a portion of 1
lO-i i such assets to (a)fanother fanding method considered )
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L acceptable by the NRC for providing financial / assurance of the availability of'fundo for Decommissioning or (b) another funding method for fina.)cial assurance maintained by any I l0 4 . successor to the Company incident to the transfer or- j disposition by the company of all or a portion of its 1 ownership interest with respect to a Facility. If the company elects to transfer all or any portion of a Fund established with respect to a Facility into a separate trust for the benefit of the Company's successor in interest to .o
- such Facility, the Company shall-so notify the Trustee in writing. The Trustee may enter into a separate trust l agreement with the Company's successor in interest 3
containing substantially the same terms set forth herein and shall transfer the amount stated in such notice to the-separate trust. In the event'that the Company's-successor O selects another trustee to administer the-separate trust, -{ the Trustee shall transfer the amount specified-in such ! notice to the other trustee, and the~ Trustee shall.have no i b further duties or obligations with respect to'the amount transferred or with respect to the separate trust. !
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'I ARTICLE.4
-Investment =of' Trust Assets
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4.1 Investment by the Comoany.; Anything herein to-tho' l }o contrary notwithstanding,'unless and until otherwise. . instructed by the company, the Trustee:shall-invest and' z reinvest all of the assets held in the' Trust as directed.by-the Company.- 4.2 Accointmant of Asset Manaaer.- .The company shall , have the right, from time to time, to appoint and remove one or more Asset Managers for the assets held in the Trust.or-any portion or portions thereof and to1 direct the segregation of any part or all of the Trust intocone or more Investment Accounts to be managed by such Asset Managers. The Company, in its sole discretion,: may determino the terms - )- and conditions of the appointment of, the retentioniof,'the investment authority of, and the allocation to, any Asset-Manager. The company shall promptly notify the. Trustee in 1 writing of the-appointment and removal' of-an Asset Manager- l and the terms and conditions of'the investment authority granted to any Asset Manager (including any modifications-
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thereto). As long as the Trustee has not been notified in writing by the company of an Asset Manager's removal.the! i i Trustee may-rely upon the directions of such Asset Manager. !
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) m l The Trustee ahall have no duty or obligation to review the assets from time to time comprising a Directed Account, or ! to make any recommendations with respect to the acquisition, retention and disposition thereof. The Trustee shall advise the company-and any Investment Adviser of information it' 4 receives from an issuer or similar source regarding calls, redemptions,-purchase offers and similar matters relating to , assets held in any Directed Account. Asset Managers shall discharge their duties under this Agreement with the care,. skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the-conduct of an enterprise of like character and with'like aims. 4 1 , 4.3 Investment Discretion. Subject.to the provisions hereof, the assets of the Trust shall be. invested and reinvested, without distinction between principal.and income, at such time or times in such investments and pursuant to such investment strategies or courses of. action in and such shares and proportions as the_ Company or Asset' Manger responsible therefore, in its sole discretion, shall deem advisable. The company, however, may limit, restrict i or impose policies, guidelines or procedures affecting the exercise of the authority of any Asset Manager. Any l limitation, restriction, policy, guideline or procedure 4
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co applicable to the Trustee, as Asset Manager, shall'be O-l communicated in writing to the Trustee. The company shall i ,q be responsible for. communicating, and monitoring adherence. _
- . to, any limitation,. restriction, policy or procedure imposed O
on any Asset Manager other than the Trustee. 4.4 Reliance on the comoany and Investment Advisers. 3 The Trustee shall have no liability or responsibility to the company or to the Trust for acting on the direction of, or for failure to act in the absence of directions from, the O company or an Investment Adviser-with respect to a' Directed Account. The Trustee shall be required under this Agreement i to-execute documents, to settle transactions, to take action on behalf of or in the name of the Trust.and-to make and receive payments at the direction of the company or any- [- Investment Adviser.- Any such dir2ction of the company or an Investment Adviser shall constitute a confirmation to the Trustee (a) that any contract, agency, joinder, adoption, participation. agreement, assignment, or other document of p , i any kind which the Trustee is required to execute to effectuate the transaction has been reviewed by the company or the Investment' Adviser, as the~ case may be, and, to the F extent it deems advisable and prudent, their counsel; (b) that such instrument or document is in proper form for execution by the Trustee; and (c) that all acts to perfect ) l l l ?
l r 1 and protect the Trust's rights have-been taken, and-the ). Trustee shall have no duty to make any independent inquiry or investigation as to any of the foregoing before acting upon such direction. 4.5 Resoonsibility for Selection of Aaents. All transactions of any-kindLor nature in or from a Directed-
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Account shall be made upon such terms and conditions and
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from or through such principals and agents as the company or-an Investment Manager, as the case may be, shall direct-Otherwise, no such transactions shall be executed through t the facilities of the Trustee, except where the Trustee shall make available its facilities solely for the purpose of temporary investment of cash-reserves of a Directed Account.
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-4.6 Investment Vehicles. Any Investment Vehicle, or interest therein,: acquired by or transferred to the Trustee- .(
upon the directions of an Investment Adviser or..the Company
)-
shall be allocated to the appropriate-Directed _ Account, and the Trustee's duties and responsibilities under this Agreement shall not be increased or otherwise affected
)
thereby. The Trustee shall be responsible' solely for the safekeeping of the evidence of the Trust's ownership of or interest or participation in such Investment Vehicle.
?
r
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4.7 -Restrictions on Transfer. Nothing herein shall be I deemed to empower an Investment Adviser to direct the Trustee to transfer any asset of a Directed Account to ;
-itself except for the purpose. described in Section 5.l(g).
F
-i ARTICLE 5 -l )- Powers of the comeany - Assat-Manaaers - The Trustee l 5.1 Asset Manaaer Powers.- Without in any way limiting: ) the powers and discretion conferred upon the company or any Asset Manager by or pursuant to'any other provision of this Agreement or by law, the company, and each Asset Manager-f with the prior written consent of the company, shall be l
i vested with the following powers and discretionszwith l 4 respect to the. assets of the Trust subject to its management and control, and,-with respect to~a Directed Account, upon . j i the direction of the company or an Investment: Adviser,-the Trustee shall make, execute, acknowledge, and deliver any-and all documents of transfer and conveyance and any and all ! other instruments that may be necessary or appropriate to enable the company or the Investment Adviser, as'the case l may be, to carry _out such powers and discretions; f I IL I i ( 1 Y i l : r a e !
1 . . . i L -l l [ (a) to sell, exchange,. convey, transfer or. i l' otherwise dispose of any property by private contract or at publ!.c auction, and no person dealing with the company or an Asset Manager shall'be. bound to see to ! the application of the purchase money car to inquire . , into the validity, expediency, or propriety of any such' ' sale or other disposition; i l (b) to enter into contracts or to make-commitments either alone.or~in company with others to - ! sell or acquire property; (c) to vote upon:any stocks, bonds, or other securities-(but subject to'the suspension of any. voting rights as a result of any broker loan.or similar t agreement); to give general or special proxies or. , t powers of attorney with or-without power.of [ substitution; to exercise any conversion privileges, ; ! subscription rights, or other options and to make any: 4 payments incidental thereto; to consent to or.otherwise participate in corporate reorganizations or other-changes affecting corporate securities and to~ delegate i F 4 discretionary powers and to pay any assessments or-charges in connection therewith; and generally to 4 i 4
- _ , - , . . - . . _ , . , _ . - - _ _ . . _ _ _ _ . . . . . . . - - _~ _ . . _ . . . . . _ . _ .
.(.- _ . . - . . _ - -. - . . ..- . - - - - . . - -. - - . - . - . - . - - _ . _
1 j - exercise any of the powers of.an owner with respect to
- - stocks, bonds,; securities, or other property; (d) to invest in a fund consisting of securities issued by' corporations and' selected and retained solely
~
because of their inclusion in, and in accordance with, one or more commonly.used indices of such. securities, g with the objective of.providing investment results for. the fund which approximate the overall performance of such designated index;- t
.(e). .to. purchase units or certificates issued by .
an investment company, pooled trust or comparable , entity; (f). to loan securities to brokers or dealers or other borrowers under such terms and conditions as the Company or the Asset Manager, in its absolute i discretion,-deems advisable, to! secure the same in any } manner permitted by law and the provisions of this l L [ Agreement, and during the term of any such loan,.to . !. permit..the loaned securities to be transferred into the name of and voted by the borrowers or others, and,-in l connection with the exercise of the powers hereinabove granted, to hold any property deposited as collateral ) ) I 7
i' i l by the borrower pursuant to any loan agreement in bulk, , together with-the unallocated interests.of other I l 4 lenders, and to retain any.such' property upon the 4 i default of the borrower, whether.or not investment in
~
such property is authorized under this Agreement, and to receive. compensation _ therefor out of any amounts-paid by or charged-to the account of the borrower; and
~(g) to transfer assets of aiFund to;a common, 4
collective or commingled' trust: fund maintained'by an ! Asset Manager or an affiliate of an Asset Manager or by another trustee whoLis designated by_the Company, to be 3
- held and invested' subject to all of.the terms:and j conditions thereof, and such trust shall be deemed 4 l adopted as part of the Trust 'to the' extent that assets !
of a Fund are invested therein.- : 5.2 Powers of the Trustee. The Trustee-is hereby. authorized: l (a) .to register any securities held in any Fund-e in its own name or in theiname of a nominee, to hold
- any securities in bearer form, and-to combine ,
certificates representing such securities-with !
~
certificates of the same issue held by the Trustee in l s. 4 1 o
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[ i i other fiduciary or representative capacities:or as- j l agent'for customers, or to deposit or to arrange for i l L i the deposit of such securities in any qualified central- 1 depository even though, when so deposited, such securities'may be merged and held in. bulk in the name j of the nominee of such! depository with other securities
. deposited therein by other depositors, or to deposit ~or.
l arrange for the. deposit of such securities-issued'by.
.the: United States Government,- or .any agency or' -i instrumantality thereof,' with a Federal Reserve Bank,
)
- but the books and records'of the Trustee shall at all l times,show that all such' investments are part of such Fund; >
)
(b) to employ suitable agents, depositories, and
-counsel, domestic or foreign, and to charge their reasonable expenses and compensation =against the Funds, i
t' and to confer.upon any such depository the-powers i conferred upon the Trustee by.Section 5 . 2(a), asiwell ! as the power to appoint subagents and depositories, -i 4 wherever situated,.in connection with'the retention of securities;or other property; (c) to deposit. funds in interest bearing account
- . deposits maintained by or savings certificates issued' 4
- ,a-
g g 'by the Trustee, in its separate corporate capacity, or-in anyLother banking institution affiliated.with the . ! I Trustee; o J (d) upon the prior written consent of the - i company, to compromise or otherwise adjust all claims in.favorfof or against any; Fund; 4 v i (e) upon the prior written consent'of the company,-co maintain-and operate.one or more market inventory funds.as a; vehicle to exchange secur'ities among Funds without alienating the-property from the Trust; and d (f) to make any-distribution or transfer of. assets authorized under Article 8,in cash-or in kind as, the Trustee, in its absolute discretion, shall determine.and, in furtherance thereof,.to value such assets, which valuation shall be conclusive and binding on all Persons. I r *
. 5.3 puty to 2nforce C1 h . Except'to the extent that -;
.any law or regulation may provide or require otherwise, the Trustee shall have no duty to commence or maintain any action,-suit or legal proceeding on behalf of the Trust on 28-
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account of or with respect to any investment made in or for !
- a. Directed Account unless the Trustee has been directed to i do so by the company or an Investment Adviser, as the case , ,
may be, and unless the Trustee is either in possession of ! funds sufficient for such purpose or unless it has been . indemnified by the company or an Investment' Adviser, as the case may be, to the Trustee's satisfaction, for counsel-fees, costs and other expenses and liabilities to which it, i in its sole-judgment, may be subjected by beginning or i maintaining such action, suit or legal proceeding. ; 5.4 Transactions with Third Parties. No person-or , organization dealing with the Trustee. hereunder shall be required to inquire into or investigate.its authority for entering into any transaction or to see to the application of the proceeds of any such transaction. , 5.5 Exoneration from Bond and Court Returns. The Trustee shall not be required to give bond or surety and' shall not be required to file any inventory or appraisal ~or e*" '- ual or other return or reports with.any court.
- - - - a '
.._ ._ _ _ _ ....~. _ ._ _ _ . _._ _ _ _ .._ _ .. - __ .._. . _ , . ._.. .. .
l ARTICLE 6 Records and Accounts of Trustee l
)' 6 .' 1 Records. The Trustee shallLkeep accurate and detailed' accounts of all investments, receipts, disbursements and other transactions in_each Fund and all ) accounts,-books and records _ relating thereto shall be opened ]
to. inspection:and audit at all reasonable times during normal business hours by any Person designated by the
)- Company.
6.2 ' Annual Account. Within sixty =(60) days following ;
). the close of each Accounting Period, the Trustee shall file.
with-the company a written account setting forth1the l c receipts and disbursements of each-Fund and the investments l and other transactions effected:by it upon its own: authority or pursuant to the directions.of the Company or any Investment Adviser. 4 1 6.3 Judicial Accountina. Nothing herein shall.in any way limit the Trustee's right to bring any action or ! proce.eding in any court of competent 1 jurisdiction to settle its account or for such oth'er relief as it may deem J appropriate. 6
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n O-6.4 Necessarv Parties. Except to the extent that any Cl . law or regulation may provide otherwise, no Person other ; than the company shall be a necessary party in any . proceeding under Section! 6.3, may require the Trustee to '
) .
account, or may institute any other action or proceeding against the Trustee or the Trust. , i O ' 6.5 Resoonsibility for Notices and Filinas with the l 1 NRC and the Internal Revenue-Service. Subject to l Section 6.1, the Trustee:shall not otherwise be responsible. i O with respect to any Facility to.give or apply for any l notices, to make any filings or to maintain any records required by the NRC or the Internal-Revenue Service, all of l which, for purposes of-this Agreement, shall be the responsibility of the company.- 4 O ARCICLE 7 Removal or Resionation of Trustee 3 0 7.1 Removal or Resionation. Subject.to the provisions of Section 7.2, the Trustee may be removed by the-Company at any time upon thirty (30) days' notice in writing to ths O Trustee, or upon such lesser or greater notice as the Company and the Trustee may agree. Subject to the provisions of Section 7.2, the Trustee may resign at any O
1 O time upon thirty (30) days' notice in writing to the () company, or upon such lesser or greater r.tice as the company and the Trustee may agree. O. 7.2 Desianation of successor Trustee. Upon the removal or resignation of the Trustee, the company shall (a) appoint a successor trustee who shall have the same () powers and duties as those conferred upon the Trustee hereunder or (b) direct the Trustee to transfer the trust assets directly to the trustee of another trust; and upon
)
acceptance of such appointment or transfer by the successor or other trustoe, the Trustee shall promptly assign, transfer and pay over the Trust to such successor or other
)
trustee. The removal or resignation of the Trustee shall become effective only upon the acceptance by such successor or other trustee. If in the event of the removal or resignation of the Trus+ar the company cannot or does not act promptly to appoint a successor trustee _r direct the g transfer of the Trust assets to another trust, the Trustee may apply to a court of competent jurisdiction for the appointment (4f a successor trustee. Any expenses incurred by the Trustee in connection therewith shall be charged to and paid as an Administrative Expense. O l 9 <
i
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l ARTICLE.8 h Amendmerit er Termination i , l 8.1 Amendment. The Company reserves the right at any
)
time and from tino to time to amend, in whole or in part, , any or all of the provisions of this Agreement by notice- . thereof in writing delivered to the Trustee; provided,,
)
however, no amendment which materially increases.the expenses or responsibilities of the Trustee may be made unlesa kdequate provisions are made to compensate the Trustee for such increase and the Trustee is able, with reasonable effort, to couply with its duties as amended.
)
8.2 Termination. Each Fund shall terminate upon the earlier to occur oft
)
(a) substantial completion of the Decommissioning e of the Facility with respect to which the Fund was established and maintained, as evidenced by a certificate of the Company given to the Trustee;- l (b) the sale or other disposition by the company of all or any portion of its interest in-a Facility t with respect to which the Fund was established and maintained; provided, howevgr, in the event of a
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)
l i l l partial sale of any Facility, the related Fund shall
)
terminate only dis It.tal (c) noti'1 from the company to the Trustee that
)
the Fund is no longer required under applicable NRC
- regulations;
) l (d) the distribution for the purposes of the I
Trust of all of the assets in the Fundt or
) >
(e) the twenty-first anniversary of the date of the death of the survivor from among a class consisting ; of all of the descendants of the late Joseph P.
)
Kenredy, the former Ambassador to the Court of Saint James, who are living on the date of the establishment l of such Fund. The termination of any Fund hereunder shall not affect or (
- cause the termination of the Trust or any other Fund
- established and. maintained hereunder, and the Trust shall terminate only when all of the Funds have teridnated.
)
8.3 Trustee's Authority to survive Termination. Until the final distribution of each Fund, the Trustee shall continue to have and may exercise all of the powers and , 34-
-, ,. _w.__ _., , _ . , , , _ . . , _ - - , . - g.y-,_, ,._,,,y_nm,,. ,- , , w,. ,,y.,,,,..,,,my, r-_,-y ,-,y, g, y- .
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discretion relating thereto conferred upon it by this ) Agreement.
)
! \ ARTICLE 9 i
) Authorities 9.1 Comoanv. Whenever the provisions of this j ) Agreement specifically require or permit any action to be taken by "the company," such action must be aut*.9rized or ratified by the Board of Directors or by any officer, ) employee or other representative authorized by the Board of Directors to act on behalf of the Company. - The Secretary, from time to time, shall cartify to the Trustee, in writing, ) the officer (s), employee (s) and other representative (s) authorized by the Board of Directors to act on behalf of tho company. Until the Trustee receives a certificate from the ) Secretary certifying the ternination of the authority of any such officer, employee or other representative, the Truste0 may rely upon the directions of such officer, employee or other representative.
9.2 Investment Adviser. The company shall cause each
)
Investment Adviser to furnish the Trustee, from time to time, a duly executed certificate setting forth the names and signatures of those Persons authorized to direct the
)
h k
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5) 0 Trustee on its behalf hereunder, and the Trustee shall be protected in relying on al) directions and instructions ' received from any such Person or Persons. ! l O . 9.3 Continuation of Authority. The Trustee shall have the right to assume, in the absence of written notice to the 3 contrary, that no event terminating or modifying the authority of any Person, including any Investment Adviser or l any Person designated under section 9.2, has occurred. i 3 9.4 Form of Communications. Any agreement between the Company and any Person (including any Investment Adviser) or - 3 any other provision of this Agreement to the contrary notwithstanding, all notices, directions and other commu,1 cations to the Trustee shall be in writing or in such [) ot':er form, including transmission by electronic means 1 through the facilities of third parties or otherwise, l specifically agreed to in writing by the Trustee, and the [) Trustee shall be fully protected in acting in accordance therewith. 9.5 No oblication to act on Unsatisfactory Notice.
)
The Trustee shall incur no liability under this Agreement for any failure to act pursuant to any notice, direction or 3 other communication from any Asset Manager, the company or
. . 1 O l i )
- 3 any other Person or the designee of any of them unless and I
j until it shall have received instructions in form satisfactory to it. O hkTICLE 10 General Provisions 0 10.1 Governino Law. This Agreement shall be administered, construed and enforced according to the laws j of the State of Georgia. g ; 10.2 Entire Aareement. The Trustee's duties and responsibilities to the Company or any Person interested in 3 any of the Facilities shall be limited to those specifically : set forth in this Agreement, except as may otherwise be provided by applicable law. , 3 10.3 Reliance on Excerts. The Trustee may consult with experts (who may be experts employed by the company or en 3 Investment Adviser), including legal counsel, appraisers, pricing services, accountants or actuaries, selected by it with due care with respect to the meaning and construc*. ion
)
of this Agreement or any provision hereof, or concerning its i powers and duties hereunder, and shall be protected for any action taken or omitted by it on the basis of the opinion of
)
)
1
) any wuch expert, to the extent that such action or omission <
does not constitute negligence or does not violate applicable law. ). 10.4 Successor to the Trustee. Any successor, by merger or otherwise, to substantially all of the trust
)
business of the Trustee shall automatically and without further action become the Trustee hereunder, subject to all the terms and conditions and entitled to all the benefits
) and immunities hereof. :
10.5 Notices. All notices, reports, annual accounts, t
) and other communications to the company, an Investment Manger, or any other Person shall be deemed to have been duly given when mailed, postage prepaid, or delivered in )
hand to such Person at its address appearing on the records ; of the Trustee, which address shall be filed with the l Trustee at the time of the establishment of the Trust and i shall be kept current thereafter by the company, the
- Investment Manger or such other Person. All directions, I
notices, statements, objections, and other communications to 3 the Trustee shall be deemed to have been given when received by the Trustee at the following address: 2
. . . . . ~ _ ._
i l Citfrens and Southern Trust Comnany !
) 33 North Avenue. Suite 700 Atlanta. Georcia 30308 Attnr Olen C. k'a r r en t I
10.6 No Waivert Res.orvation of kinh13 The rights, ; remedies, privileges, and immunities expressed herein are cumulative and are not exclusive, and the Trustee and the l i Company shall be entitled to clain all other rights,
) !
remedies, privileges, and immunities to which it may be ' entitled under applicable law, except as may be otherwise j provided by this Agreement. -
) ;
10.7 Descrietive Headinas. The captions in this Agreement are solely for convenience of reference and shall i not define or limit the provisions hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and their corporate seals to be 4 t f I
.-n..,, , , - - - - .n . - - - , , . --,, -- . . . , , . - , . . , , . . . , . - . , -
O g hereunto affixed and attested on the day and year first , above written. yv ' OGLETHORPE POWER CORPORATION (AN 3 ELECTRIC MEMBERSHIP GENERATION &
- TRANSMISSION CORPORATION) ,
By: . Y Etle: NeithHnd C11erExeenth'eDRgf r g
,=,---1 L F/A s / _m Attes . errM: -
itlhiT CiWCfB!tfV-Treasuror (CORPORATE SEAL) l 3 CITIZENS AND SOUTHERN TRUST COMPANY (GEORGIA), N.A. By: VY : T e: ut. Vict rpMG' _ [ D Attest: /a# b, A* ~ i Title;f P'"'""""'~' t (BANK SEAL) ) D D (5.0) Pcc 05/c:/WP50/PAF/DEcom/ Trust.ACT
p-l ' \. , n i- a R n a - Il I I I I !
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l 11 1 i i I 3, i 11 1I I i li li li li l I i iiI_1.1. s i ntigstr a iIJiiiiiii I I I I l i 1111 ; 1 1. 1. 1.
, a a as .as ibl: bl il il E
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- l O i O SCHEDULE T Wire Transfer from 1 rust Company (ABA #061000104), account number I
$800 599 634, in total amount of $30,343,313.00, to be distributed among the Funds as O ' **:
Name of Fund hhiat Contribution Oglethorpe Pcwor Nuoloar .
$ 18,446,000.00 j Decommissioning Trust Hatnh Unt 1 O Oglethorpe Power Nuclear 8 11,334,489.00 l I
Decommissioning Trust Hatch Unt 2 Oglethorpe Power Nuclear 8 2,639,679.00 ; Decommissioning Trust . Vogtle Unit 1 , i O Oglethorpt. Power Nuclear 8 884,145.00 Decommissioning Trust . Vogtle Unt 2 O P O l I , i O O , 1 (5.0) PC#806/C./WP50/PAF/DECOW90ED1J i O 1 l
g s ., ) I EXHIBli 'A' CDmFICAM OF EVENTS L [Name and Address of Trustoe) Goatlemen: In accordance with Section 3.1(a) of that oortain Master Nuclear Decommissioning i Trust Agreemert, dated .1990, by and between Oglethc,,pe Power Corporation ( (An Electric Membership Generatkm & Transmission Corporation) (the ' Company') and
, as Trustee, l, [ President or Secretary) of the Company, hereby certify that the following events hav3 occurred:
- 1. The Company is required to commence the decommissioning (the
)
- Decommissioning') of ks interest in Plant . Unit _ (the ' Facility');
- 2. The plan for the Decommissioning of the Facilty has been established in accordance with regulations issued by the Unhed States Nuclear Regulatory Commission, or ks successor; and i 3. The Board of Directors of the Company has adopted the attached resolution authorizing the commencement of the Decommissioning of the Facility.
WITNESS my hand this _ day of , 19_. 1 I i [Presic'ent or Secretary) Oglethorpe Power Corporation (An Electric Membership Generation & Transmission Corporation) i e e i 4 Y
) ) EXHIBf7 T DISBURSEMENT CEFmFICATE [Name end Address of Trustee) ) Gentlemen: in accordance wkh Section 3.1(b) of t'est certain Master Nuclear Decommissioning
) Trust Agreement, dated _,1990 by and between Oglethorpe Power Corporation (An Electric Member $ nip Genera non & Transmission Corporation) (the
' Company') and , as Trustee,1, [ Treasurer, Senior Vice President, Finance or Vice Presloont, 'cinance) of the Conpany, her6by certify the following:
- 1. The de',ommissioning (the ' Decommissioning *) of the Company's interest in
) Plant , Unit _ (tne ' Facility') is proceeding pursuant to a plan established in accordance whh regulations issued by the Unhed States Nuclear Regulatory Commission, or ks successor (the
- Plan')I
- 2. The funds equested for payment or reimbursement on this date ($ )
will be expended for the Decommissioning of the Faclitty pursuant to the Plan; and
)
- 3. The funds are to be paid (and you are hereby directed to disburse s',ch funds) in such amounts and to such persons or enthies as are set forth on j Exhibit 1 hereto, i
l
)
WITNESS my hand this _ day of , 19_. - , i (Treasurer, Senior Vice President,
)
Finance or Vice President, Finance) Oglethorpe Power Corporation (An Electric Membership Generation & J Transmission Corporatior$
).
I 5 i
O
@M M CWU m 2l00 East Exchange I' lace O P.O. Inox 1349 hrker, Georgia W84I349 (404)270 7fd0 EXHIBIT E g Certification of Financial Assurance
~f o Oglethorpe Power Corporation July 2, 1990 9
Director, Nuclear Reactor Regulation United States Nuclear Regulatory Commission Washington, D.C. 20555 g
SUBJECT:
Oglethorpe Power Corporation Certification of Financial Assurance.For Decommissioning Edwin 1. llatch Nuclear Plant, Units 1 and 2, Docket Nos. 50-321 and 50-366. Dear Sirs O Pursuant to the requirements of 10 C.F.R. S 50.75(b), on behalf of oglethorpe. Power Corporation, I hereby certify that financial assurance for decommissioning each of the two Plant flatch units, on the current expiration date of each unit's operating license, will be provided by one or more of the funding D m thods described in 10 C.F.R. S 50.75(e), in an amount at least equal to $137,289,000 for Plant flatch Unit 1 and $162,069,000 for Plant 11atch Unit 2 adjusted in accordance with the Plant Hatch Decommissioning Funding Plan filed with the NRC. kVery truly yours, I 1 D WW President /CEO h V D D An Electric Membership Cooperative
j
.O , {
t RESOLUTION FOR PROPOSAL AT REGULAR BOARD MEETING OF , MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA O JANUARY 17, 1990 l RE: Decommissioning Trusts
;O .,
WHEREAS, the Nuclear Regulatory Commission has pre-scribed rules for the establishment of external trusts to i provide funds to pay the costs of decommissioning the radio-active portions of nuclear power plants; and WHEREAS, these rules require that- such trust funds be O outside of the direct control-'of the owner of the nuclear power plant; and i l WHEREAS, the Authority now provides for the funds to !O pay the costs of decommissioning its ownership shares of Plants l Hatch and Vogtle within the Decommissioning Accounts of the Power Revenue Bond Resolution and the General Power Revenue Bond Resolution; and WHEREAS, the Authority has determined to comply with the prescribed NRC rules by the establishment c, . two external O trusts: (1) one trust to provide the funds to . pay the Author-ity's costs of decommissioning the radioactive portions-of the plants; and (2) a second trust to provide the funds to pay the O Authority's costs of decommissioning the -non-radioactive porUons of the plants, as well as make up any deficiency in the amounts required to decommission the radioactive portions; 3 and O
l J' . i t ! WHEREAS, said trusts will be initially funded with ) amounts now in the respective Decommissioning Accounts; ; ) NOW, THEREFORE, BE IT RESOLVED: I
- 1. The Authority hereby finds and determines that it is proper and feasible to provide for the future decommission-
) ing of its ownership interests in Plants Hatch and Vogtle by l the establishment of two trusts as follows: (a) Decommissioning Trust For The Edwin I. Hatch ) and Alvin W. Vogtle Nuclear ' Plants (" Decommissioning Trust") ! for the purpose of providing the funds to pay the cost of j decommissioning the radioactive portions of the nuclear plants ) in compliance with the rules of'the NRC; and ! (b) Decommissioning Trust No. 2 For The Edwin I. Hatch and Alvin W. Vogtle Nuclear Plants (" Decommissioning ) # Trust No. 2)(also collectively known as the " Trusts"), for the purpose of providing the funds to pay the costs of decom.ais-sioning the non-radioactive portions of the nuclear plants, , ) together with any additional amounts required to decommission radioactive portions which are not sufficiently funded in the : 1 foregoing trust.
- 2. The Authority hereby finds and determines that the amounts in the Decommissioning Account in the Reserve and Contingency Fund established by the Power Revenue Bond
) Resolution, and the amounts in the Decommissioning Account in the Reserve and Contingency Fund established by the General Power Revenue Bond Resolution, at December 31, 1989, are no 1737q
)
J' - longer required following th. establishment and funding of the Trusts, and said funds shall be transferred from said accounts ) upon receipt by the Authority of the approval of the Consulting Engineer required by subsection 7 of Section 510 of the Power Revenue Bond Resolution, and subsection 7 of Section 510 of the
) General Power Revenue Bond Resolution.
- 3. The Authority shall deposit, concurrently with of transfer of funds out of said Decommissioning Accounts, the approximate amount of $19,477,000 into the Decommissioning Trust and the approximate amount of $19,134,000 into the ;
Decommissioning Trust No. 2, plus accrued interest thereon from ) January 1, 1990 to the date of transfer. -
- 4. The Decommissioning Trust is hereby approved in -
substantially the form of the draft designated Exhibit "A"
) attached hereto, and the Decommissioning Trust No. 2 is hereby approved in substantially the form of the draft designated Exhibit "B" attached hereto. The President and General Manager
) with the advice of the General Counsel is hereby authorized to make such changes, additions or-deletions to said drafts as may be required in their opinions to complete them in final form ) for execution, and when so finalized, the Chairman or Vice Chairman, Secretary-Treasurer or any Assistant Secretary-Treasurer are hereby authorized and directed to execute, and to i
)
elace the seal of the Authority thereon, and to deliver said Trusts on behalf of the Authority. Said Trusts shall be effective as of January 1, 1990. l' ) t
) 1737q !
)
)* , I s' - l
- 5. The Citizens & S o u t h e r r. M : t i n r.a 1 Bank is hereby l appointed Trustee of each trust upon the uses and terms and J conditions contained therein, and the President and General 1 Manager is authorized to execute a contract or contracts with :
the Trustee for its compensation as Trustee. D The President and General Manager and any other
- 6. ;
i Authorized Officer of the Authority are hereby authorized to take, with the advice of the General Counsel, such other and J further action as may be reasonably required in the opinion of the General Counsel to place said Trusts into offeet and to accomplien the required filings and other action required by - , D the rules of the NRC in order to accomplish and maintain compliance with such rules with respect to the Decommissioning Trust, and to maintain and administer the Decommissioning Trust ) No. 2. t 3 ) ) ) 1737q
) SECRETARY TREASURER'S CERTIFICATE ) The foregoing is a true and correct copy of a Resolution approved and adopted by the Municipal Electric Authority of Georgia in a public
\
meeting properly and lawfully called and assembled on January 17,1990, the original of which Resolution has been enteredin the official records of the Authority under my supervision andis in my official possession, custody and control. O N SECRETARY-TREASURER 1 I
. ~ _ _ _ _ _ . _ _ . . _ _ .
. . _ , _ _ , , . . . . . _ . _ , = , , - . . . _ . . . . _ . , . . _. l
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y MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA DECOMMISSIONING TRUST FOR y THE EDWIN 1. HATCH AND ALVIN W. VOGTLE NUCLEAR PLANTS s I i i Efective January 1,1990
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TAaLE OP COATENTs PAGE
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ARnCLE1. TRANSFER AND ACCEPTANCE
- i 1.1 Transfer to Trustee.................................... 2 1.2 Acceptance by Trustee................................... 2 ,
1.3 Instruments of Further Assurance....................... 2 ,
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ARnCLE H. DEFINITIONS \ 2.1 Certain Terms Defined.................................. 2 i 2.2 Meaning of Other Terms................................. 4 j
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ARTICLE Hl. PURPOSE OF TRUST AGREEMENT; ESTABLISHMENT OF SEPARATE TRUSTS 3.1 Intent and Purpose of Trust Agreement................... 4 3.2 Separate Trust runds.................................... 5
) 3.3 Separate Records. Comming11pg of Investments........... 6 ARTICLE!Y. DISPOSITIVE PROVISIONS 4.1 Payment of Nuclear Decomis sioning Costs. . . . . . . . . . . . . . . 6 4.2 Defaults of Authority.................................. 6 i )
i ARTICLE V.
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GENERAL PROVISIONS RELATING TO THE TRUST 5.1 Al te r a t i o n s and Ame ndme n t s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 5.2 Additions to Trust...................................... 7
) 5.3 Return of Excess runds.................................. O
[ 5.4 No Transferability of Interest in Any Trust............. e , 5.5 No Authority to Conduct Business....................... 8 ( ARTICLE VI. TERMINATION 6.1 Time of Termination.................................... 8 . 6.2 Distribution of Trust Assets Upon Termination.......... 9 6.3 Ce r ti fic a tion by Autho rity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 i 6.4 Continuation of Trust for Winding Up................... 9 f
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ARTICLE VII. GENERAL PROVISIONS RELATED TO THE TRUSTEE 7.1 Management of Trust Prope'ty........................... 10 7.2 Compensation of Trustee.......................... ..... 10 , 7.3 Payment of Espenses of Administration... ............. 10 i.
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1 l-l .s l .. 7.4 Financial Statements. Accounts and Reports............. 10 7.5 Financial Statements................................... 11
. 7.6 Tas Inf ormation Returns and Other Reports. . . . . . . . . . c . . .11 )' 7.7 Transactions with Third Parties........................ 11 7.8 Esonoration from Bond and Court Returns................ 11 7.9 Removal of Trustee..................................... 12 7.10 Resignation of Trustee................................. 12 7.11 Appointment of Successor Trustee....................... 12' 7.12 Acceptance of Appointment by Successor Trustee......... 12 ) 7.13 Successor Trustee...................................... 12 7.14 Reliance on Statement by Trustee....................... 13 7.15 Application of Money Paid or Transferred to Trustee.... 13 7.16 ruture 0rders........ ................................. 13 7.17 Certain Duties and Responsibilities of the Trustee..... 13 7.18 Certain Rights of Trustee.............................. 13 )
ARTICLE Vis!. LIMITATIONS ON AND DIRECTIONS 10 TRUSTEE AS TO INVESTMENTS 8.1 Investment by Direction of Authority................... 14 8.2 Limitations on Investments............................. 14'
) 8.3 Certain Duties of Trustee as to Authority-Directed '
s.4 Investments............................................ 16 Appointment o f Inves tment Manage r. . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE LK. TRUSTEE *S POWERS
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9.1 Powers of the Trustee.................................. 17 ARTICLE X. CONTINGENTREVOCABELETY 30,1 Revocation of i Trust.................................... 18 ARTICLEXI. MISCELLANEOUSPROVESIONS 11.1 Headings............................................... 18 11.2 Severabi11ty........................................... 19 11.3 Governing Law..................................... .... 19 11.4 Notices........................................... 11.5 riscal Year............................................ 19
.... 19 11.6 Successors and Assigns................................. 19 11.7 Counterparts........................................... 20 4
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DE00ballSS10NING TWSLAWlEEERI ) THIS TRUST AGREEWENT (" Agreement") made and entered into this
._ day o f , 1gM, of fective as of the 1st day of January, 1990, by and between the WNICIPAL ELECTRIC AU1NORITY OF GEORGIA, a public body corporate and politic and a public corporation organized and existing under and by virtue of the laws of the State of Georgia ("the Authori ty"), as Grantor, and THE CITIZENS AW SOUTHEFWI
) iATIONAL BANK, Atlanta, Georgia, a banking association havin trust newers with Its principal office located in Atlanta, Georg a (the Trustee"), as Trustee. H .L I N E S S E I H: ) THAT WHEREAS, the Authority is the owner and licensee of certain undivided interests, as hereinafter set out, in each of the nuclear plants and associated facilities hereinafter described; and WHEREAS, the Authority's Interest in the plants and associated facilities presently is subject to re Nuclear Regulatory Commission (the "NRC")gulation
, an agency by the United of the United States States ) 3overnment; and WHEREAS, pursuant to the Atomic Energy Act of 1954, as amended, and the Energy Reorganization Act of 1974, the NRC has promulgated regulations in Title 10, Chapter 1 of the Code of Federal Regulations, )
Part 50, which require that a holder of, or an applicant for, a license to operate a nuclear power plant provide certain financial assurance that funds will be available when needed for required decommissioning costs and activities; and WHEREAS, the Authority, in order to comply wi th the foregoing N regulations, and in order to provide the required levels of funding for its prorata share of the future decommissioning costs of the plants and associated f acilities hereinaf ter described, desires to establish this trust and to place funds hereunder to provide such financial assurance for future decommissioning costs and activities for the Authority's undivided interests in the plants and associated facilities and common facilities hereinafter described; and WHEREAS, the Authority has selected the Trustee to act as the Trustee hereunder; and WHEREAS, the Trustee is willing to act and serve as Trustee
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hereunder upon the terms, provisions and conditions hereinafter set forth; NOW, THEREFORE, in consideratlon of the premises and the mutual covenants herein contained, the Authority hereby agrees to convey, and the Trustee hereby agrees to accept, all that property specifically set forth and described in Schedules A through D attached hereto and by
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reference made a part hereof, to have and hold the same in trust,
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) ., nevertheless, for the uses and purposes and subject to the t e rers , provisions, conditions and powers hereinafter set forth. ABI1CLE_1 TRANSFER AfG ACCEPTANCE [ 1.1 hanaler to Trustee. The Authority hereby grants, releases, assigns, transfers, conveys and delivers unto the Trustee all of that property speelfically set for th and described in Schedules "A", ,
"B", "C" and "D" attached hereto and by reference incorporated herein and ! ) made a part hereof, which Schedules bear the signature of an authorized officer of the Authority and the Trustee, to have and to hold the same in trust for the uses and purposes and . subject to the terms, provisions, conditions and powers hereinafter set forth.
1.2 Accepinnes hv Trusine. The Trustee hereby acknowledges
) receipt of all that property described in and on Schedules "A", "B", "C" and "D", and the Trustee hereby agrees to hold, manage and distribute the same as f rom time to time constituted, upon the terms, provisions and conditions hereinafter set out.
1.3 Instraents of Further Assurance. The Authority will,
) upon reasonable request of the Trustee, execute, acknowledge and deliver such further instruments and do such further acts as may be necessary or proper to transfer any of the property intended to be covered hereby and .
to vest in the Trustee, its successors and assigns, the Trust Property. ARTICLE ll
) DEFINITIONS l 2.1 Certain Terms Defined. For all purposes of this Agreement, unless context otherwise requires, the following terms shall have the following meanings:
(a) "Agteement", "hus t Agresumi" and the terms
" hereof", "hermin", "heinio" and "he.reunder", when used in this-Agreement shall mean and include this Agreement as the same may from time to time be amended, modifled or supplemented.
(b) "Autheilty" shall mean the Municipal Electric Authority
) of Georgia, a public body corporate and politic and a public corporation organized and existing under and by virtue of the laws of the State of Georgia, and its successors or assigns.
(c) " Code" shall mean the Internal Revenue Code of 1986, as ; the same may be amended from time to time.
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(d) "Consulung__Eriginett" shall mean the engineer or ! engineering firm or corporation at the time retained by the Authority, pursuant to Section 708 of its Power Revenue Bond Resolution adopted August 30, 1976, as supplemented and amended from time to time.
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i O (e) "Decountaaloninn Coa.is" shall mean the Authority's costs and expenses incurred or to be incurred in the future to remove the plants and associated facilities hereinaf ter described, including all ! common facilities associated with each such Plant, safely f rom service O and to reduce residual radioactivity to a level that permits release of the property for unrestricted use and termination of an NRC operating l license. (f) "Distnusseen.t_.CertifIcals" shalI mean a document properly i completed and executed by an authorized representative of the Authority 3 and delivered to the Trustee, certifying that the amounts shown therein to be pald are Decommissioning Costs incurred hereunder, in substantially the form attached hereto as Exhibit "1". (g) "Eund" shall mean any one of the separate trust funds - estabilshed hereunder, and " funds" shall mean all of the trust funds 3 established hereunder, collectively. ; (h) "Euture..0tdats" shall mean any orders of the NRC or any successor agency having jurisdiction over the Authority's interests in i the Plants, which are applicable to the Authority. , 3 (l) "lmetipent "-.anar" shall mean any fiduciary or fiduciaries designated as an Investment Manager hereunder by the Authority. (J) "pmC" shall mean the United States Nuclear Regulatory Commission, an agency of the United States Government, and its successurs 3 and assigns. ' (k) "Elani" shall mean the Authority's undivided interests in and to each, and "P_lanis" shall mean the Authority's undivided > interests in and to all, of the nuclear power plants and facilities . l!cted and described herein, as such list or description may be supplemenied f rom time to time by the Authority by written notice to the Trustee, and shall mean and include all common facilities associated with , each such Plant and facility. Each unit of a multi-unit nuclear power plant site shall be considered as a separate plant for the puiposes of
- this Agreement.
(l) "hantier._ Ce r t I f leale" shall mean a document properly completed and executed by an of ficer of the Authority and delivered to
- the Trustee, certifying that the amounts shown therein are required to be transferred to a third party as Transfer Payments, and that the amounts are required to be used for Decommissioning Costs of Plant Vogtle, Unit One or Unit Two, in a manner approved by the NRC.
(m) "hansfer Payments" shall mean payments required to be made by the Authority for Decommissioning Costs from amounts in the Vogtle One Trust and the Vogtle Two Trust, pursuant to Section 9(f) of the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchtse, Amendment, Assignment and Assumption Agreement between Georgia Power
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l Company and the Authority dated November 16, 1980, as amended by Section 2(d) of Amendment Number One, dated April 9, 1985. (n) "Irust" shall mean each, and "Insa.ts" shall mean all. -) of the separate Funds created and established hereunder as listed on the separate schedules attached to this Agreement, as such schedules may be supplemented f rom time to time by the Authority by written notice to the Trustee. (o) "ltuslee" shall mean The Citizens and Southern National
) Br.nk , Atlanta, Georgia, the original Trustee named herein, and its successors and assigns, which shall be deemed to include any bank or trust capany into which it may hereaf ter be merged or consolidated.
Trustee shall also mean any successor Trustee subsequently appointed under the provisions of this Agreement.
) (p) "ItuaL_Es_ tate" or "ItusL_Etaper.ty" shall mean all of the property held from time to time by the Trustee under this Agreement.
(q) " Trust b las" shali mean all cash, dividends, income, interest, proceeds and other receipts of or from the Trust Estate. l
) (r) "1Lihdiamal CariIfIcAle" shali mean a document properly completed and executed by an authorized representative of the Authority and delivered to the Trustee, certifying that the amounts shown therein have been paid by the Authority as Decommissioning Costs hereunder, in substantially the form attached hereto as Exhibit "2". ) 2.2 Meanina of Other Terma. Except when the context otherwise requires, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include firms, associations and corporations. All references herein to Articles, Sections and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Agreement; and the wor 9s ) "herein", " hereof", "hereby", " hereunder" and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof.
ABIlCLE III PUREQSE 0E_IfELAWlEBIEffI:
) ESTABLISalENT OF SEPARATE TRUSTS 3.1 .l.nienL_and_Eurpose of Trust Agtessorti . The Authority's intent in establishing the Trusts is to provide the funds required by the NRC for contemplated future Decommissioning Costs associated with its prorata undivided Interest in the Plants herein described, in order to ) provide assurance to the public, as represented by the NRC, that the Plants will be safely removed f rom service and that residual radiation will be reduced to permit release of the property for unrestricted use, and to comply with the applicable NRC regulations and with any Future Orders with respect to such decommissioning. Therefore, the Authority intends that the Trusts continue until such time as all of its a
O decommissioning obilgations, requirements or costs are satisfied, as determined by the Authority, or until such later time as the NRC in the Plants determines that such decommissioning obligations have been satisfied and that the Trusts are no longer required. Toward those ends, 3 the purpose of this Trust Agreement is to provide the NRC-mandated funds for the contemplated future Decommissioning Costs related to the Authority's undivided interests in the Plants herein described, In order to provide assurance to the public, as represented by the NRC, that the Plants will be safely removed f rom service and that residual radiation will be reduced to permit release of the property for unrestricted use, 3 and to comply with the applicable NRC regulations with respect to such decommissioning, and the Trust Property and all net income therefrom shall be held and distributed for such purposes only, and for no other uses or purposes, and upon termination as hereinafter provided, all Trust Property and Funds not so used, if any, shall be returned to the Authority. 3 3.2 Sepa.tAie Trust Funds. The Trustee shall initially establish four (4) separate Trusts hereunder, one for each Plant as hereinafter described, each such Trust to be known as follows: (a) "Municloal Electric Authority of Georcia Decommissionino 3 Trust For The_EdglIL1. Hat ch Nuclea r_P.lan t . Uni t No. ~ 1 - The Hatch Orie Trust". The Authority is the owner of a seventeen and seven-tenths percent (17.7%) undivided interest in the Plant and associated facilities known as Hatch One, which consists of the nuclear power facilities identified and described in License Number DPR 57 lasued by the NRC, g which license currently expires August 6, 2014. (b) " Municipal Eltetric Authority of___Geo.tgle Decommissionimg Ifyst For The Edwin 1. Hatch Nuclear Plant Unit No. 2- The Hatch Two Irust". The Authority is the owner of a seventeen and seven-tenths percent (17.7%) undivided interest in the Plant and associated facilities I known as Hatch Two, which consists of the nuclear power facilities identified and described in License Number NPF 5 issued by the NRC, which license currently expires June 13, 2018. (c) " Municipal Electric Authority of Georgia Decommissioning Trust For The Alvin W. Vogtle Nuclear Plant Unit No. 1 - The Vogtle One Trust". The Authority is the owner of a twenty-two and seven-tenths 3 percent (22.7%) undivided Interest in the Plant and associated facilities known as Vogt le One, which consists of the nuclear power facilities identified and described in License Number NPF 68 lasued by the NRC, which license currently expires January 16, 2027. (d) "MunirJpal E Itcitic__ Author i ty of Goorgit__Qtc.0mlAllOning ) Trust Fot_Ihe Alvin W. Vggtle Nuclear Plant Unit No. 2 - The Vogtle Two I.tus1". The Authority is the owner of a twenty-two and seven-tenths aercent (22.7%) undivided interest in the Plant and associated facilities snown as Vog t le Two, which consists of the nuclear power facilities identified and described in License Number NPF 81 lasued by the NRC, which license currently expires February 9, 2029. D
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O The Authority holds its interest in each of the Plants described in (c) and (d), above, in two projects, known as Project One and Project Four, and in order to allocate further specific Funds and Decommissioning g Costs, the Trustee shall establish and maintain appropriate records and accounts under both the Vogtle One Trust and Vogtle Two Trust to reflect theseparateprojectsundereach. 3.3 Separate Records. Cassinnlina of Investments. The ir,ltlal contribution by the Authority to each of the four (4) Trusts is O des ribed on schedules "A" through "D" hereof, and the Trustee shall maintain separate records for each Trust and shall credit thereto the prorata share of all income of the Trust Funds and charge thereto the prorata share of all expenses (other t h*;n expenses attributable to a particular Plant which shall be expenses charged to the Trust named for such Plant) and any losses. However, unless otherwise instructed in O writing by the Authority, nothing contained in this Section 3.3 or elsewhere herein shall be deemed to require the Trustee to segregate or invest separately assets of the Trust Funds, it being Intended that the assets of the Trust Funds may be held, managed, invested and reinvested in undivided interests in the same property, but shall not be required to be so maintained or invested. O gg11cttty DISPOSITlVE PROVlSIONS 4.1 Eayment of Nuclow__Dacopal atletting._ Goals . The Trustee shall make payments of Decommissioning Costs for any Plant from the , corresponding Trust In accordance with the following procedures: j (a) Disbursements to Third Parties. The Trustee shall make payments of Decommissioning Costs to any person (other than the l Authority) for goods provided or labor or other services rendered to the i Authority in connection with the decommissioning of a Plant in accordance with a Disbursement u rtificate from the Authority. (b) Beimbursement to the Authority. The Trustee shall make payments to the Authority in reimbursement of Decommissioning Costs actually Iricurred by the Authority, and paid to any other person, in ; accordance with a Withdrawal Certificate from the Authority. 9 (c) Transfers by the Authoritv. The Trustee shall make payments to the Authority (and no other person shall be authorized to obtain such payments from the Trustee) for the purpose of making Transfer Payments pursuant to a Transfer Certificate from the Authority. The Trustee shall be under no duty to inquire into the 9 correctness or accuracy of matters contained in any properly executed Disbursement Certificate, Withdrawal Certificate or Transfer Certificate. 4.2 Delfault by Authority In the event of the Authority's failure, whether by default or inability, to erercise any of its rights or obligations under this Trust Agreement, the NRC may assume any and all i 9 '
O' of'such rights and/or obilgations as the NRC may, in its sole discretion, deem necessary or appropriate, and the NRC is made a beneficiary of 'the Trusts for this purpose. If, pursuant to the-terms of this Sectlon 4.2, ! O.- the NRC assumes any rights and/or obligations of the Authority hersunder, the -NRC shall provide the Trustee with written notification of any such assumption. Thereafter, the Trustee shall make payments f rom the Funds, as the NRC shall direct in writing, solely for: (1) payment of the W::ommissioning Costs covered by th a Trust Agreement; and (ii) payment cf all ether expenses incurred by the Authority or the NRC in the O- discharge of any obligations under this Trust Agreement, in addition, ; the Trustee shall refund to the Authority any amounts as the NRC shall specify in writing as no' longer required to provide for Decommissioning Costs, and upon such refund, such amounts shall no longer constitute part of the Funds. In the event it becomes necessary for the NRC to undertake any rights or obligations of the Authority pursuant to thit 3ection 4.2, O the Trustee shall not be liable with- respect to any actio. taken or ;
-omitted to be taken by it in good faith at the direction of the NRC.
i ARTICLE V i R M RAL PROVISIONS RELATING TO THE TRUSI 5.1 /dluratlons and j g # nents, The - Authority and- the O Trustee understand and . agree that :aodi fIcatlons or amendments may be required to this Agreement f rom W.e to time to ef fectuate the- purposes of = this Agreement and to comply- with amendments to or changes in NRC rules and regulations, any Future Orders, and any other changes in the laws epplicable to the Authority, the Plants or the Trusts, One of the purposes of the Trusts is to comply with applicable NRC regulations, and O the Authority expressly reserves the right to amend and modify the 1 rust Agreement to conform as necessary or appropriate to any rulings or-requests of the NRC applicable hereto. The Authority and the Trustee _may amend this Agreement to the extent necessary or desirable to ef fectuate such purpose or to comply with such Future Orders or changes. This Agreement also may be modified or amended to ef fectuate the handling of , 1 investments and administrative reports and ~ details. Any modification or amendment to this Agreement shall be by an instrument in writing signed by the Authority and the Trustee. The : Trustee shall have no duty to ;- Inquire or make any investigations as to whether any proposed amendment 1 is consistent with this Section, and ' the- Authority shall furnish the Trustee, if it so requests, with an opinion of legal' counsel that any such amendment does not violate the rules and regulations of the NRC, and that all necessary approvals to such amendment have been obtained; provided, however, in any such event, the Trustee may decline to adopt any such amendment , if such amendment materially increases the expenses or responsibility of the Trustee and no adequate provision is made to compensate the Trustee for such increase, or if the Trustee would be unable, with reasonable effort, to comply with - its duties as to be i amended. 5.2 Additions to Trusts. From time to time prior to the termination of any Trust hereunder, the Authority may make', and the Trustee shall accept, additional contributions of funds to such Trust, provided such property is acceptable to the Trustee, to be held
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hereunder. The making of a contribution by the Authnrity shalI constitute the certification of the Authority that all necersary consents and approvals to such contribution, if any are required, have been i obtained. 5.3 Belutn of Excess Funds. From time to time prior to the termination of any Trust hereunder, the Authority ncy determine that the funds in such Trust exceed the amount required for the Decommissioning ; Costs of the related Plant. Upon del,very of a written certification of ' the Authority to the Trustee stating that an amount in a Fund is not needed to pay the Decommissioning Costs of the related Plant, specifying-the amount and the Trust or Trusts involved, and requesting payment of such excess amount, and upon the delivery of an appropriate concurrence l of the Consulting Engineer that the amount in the Fund Is not needed to ' pay Decommlasioning Costs of the related Plant, the Trustee shall distribute such excess amount to the Authority. The delivery of such a certificate by the Authority shall constitute the certification of the. ! Authority that all necessary oraers, consents and approvals to such 4 distribution have been obtained and that payment of such excess amouru ' will not violate any rules or regulations of the NRC. 5.4 No__Itansief.abili ty of _Intgast in Any Trust, The i interest of the Authority in any Trust hereunder is not transferable, whether voluntarily or involuntarily, by the Authority, nor subject to-the claims of general or secured creditors of the Authority; provided, i however, that any creditor of the Authority as to which a Disbursement
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Certificate for a Trust has been properly completed and submltted to the Trustee may assert a claim directly against such Trust in an amount not to exceed the lesser of the amount specified
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Certificate or the amount of such . Trust thenin such Disbursement avallable to pay
- Decommissioning Costs.
- 5.5 No_ Authodty_to_Gonducl_Busineas. The purpose of this Trust Agreement is limited to the matters set forth herein and this Agreement shall not be construed to confer upon the Trustee any authority to conduct business.
ARTICLE VI IERMINATION h 6.1 lbne of Termination. Each separate Trust hereunder shall continue until terminated upon the first to occur of the following events: (a) Upon the substantial completion of the nuclear ; decommissioning of the Plant for which a separate Trust is created and named hereunder, as evidenced -by a written certification of such _- substantial completion executed by the Authority and delivered to the Trustee, stating that the Trust is no longer required to be maintained under the rules and regulations of the NRC. (b) Upon the sale or other disposition by the Authority of its interest in the Plant for which a separate Trust is created and named i _- l, um u mm I '
hereunder,-as evidenced by a written certification of-such sale or other - disposition executed by the Authority' and delivered to the Trustee, stating that such sale or other disposition does not-violate any rules or regulations of the NRC and directing the distribution of the Trust Funds, whether to the Authority or to or for the _ benefit of the entity succeeding to the Authority's interest in the Plant. (c) Upon an applicable rule or order of the NRC, or a final decision of any court of-competent jurisdiction. that a trust fund for a Plant- for which a Trust is created- and named hereunder is no longer required, but in such event only upon notification by the Authority to the Trustee >that-the Authority desires to terminate such Trust. (d) Upon the distribution for the purposes of such Trust as provided herein of- all or substantially all of the assets .and property then held by the Trustee in a separate Trust created and named hereunder. Tim termination of any separate Trust. hereunder shall not af fect nor cause the termination of' this . Trust Agreement or .any other separate Trust hereunder, and this Trust Agreement shall terminate when all of the separate Trusts hereunder have terminated and all assets held by _the Trustee hereunder have been distributed, i i 6.2 Distribution of Trust- Assets llaan Termination. Upon termination of each separate Trust hereunder, the Trustee shall-distribute the entire remaining amount of and'all assets then held by it in such Trust, i f' any, including all accrued, accumulated and a undistributed net income, to the Authority, or as the Authority may direct. j 6.3 Certification by Authority. Anything herein :to the contrary notwithstanding, in connection with any termination under the preceding subparagraphs of: this Article VI, the Trustee shall act only ' upon (a) an order of the NRC, or any court - of competent -jurisdiction, having jurisdiction over the Authority's inte rer.t in the Plants, specifically authorizing such distribution, or- (b) the Authority having furnished the Trustee with an opinion of legal' counsel to the effect that no such orders are necessary to authorize such distribution or- that 'all : necessary orders, consents and approvals. to'such distribution have been 1 obtained, in addltlon, by certification to the Trustee hereunder _.the Authority shall direct the Trustee under which of the preceding subparagraphs a termination has or is about to take~ place, shall request. 4 the Trustee to make a termination distribution hereunder.and shall direct i the Trustee as to the delivery of any property : to be distributed; it ' being. understood and ' agreed by the Authority that the Trustee shall be under no duty or obilgation to inquire into or ' determine when and if a - ; termination has. occurred hereundet and that' the -Trustee shall make any j terminating distribution only .In reliance upon 'the- Authority's certification and the order or opinion referred to above. ; 6.4 Cont 1Duation of Trust 'For Windino uo. After the termination of-any separate Trust or of all of the Trust Funds, and for l
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1 l ) i the purpose of liquidating and winding up its af falts, the Trustee shall continue to act as such unti1-Ita dutles have been fully performed. Upon the distribution of all of the Trust Estate for- the purposes of this ' ) Trust, or to the Authority, and the payment and discharge of all debts, liabilities and obligations of the Trust Agreement, the Trustee shall- ; have no further duties or obligations hereunder. ARTICLE Vil GENERAL PROVIFl0NS RELATED.10_TIETHUSTEE ,
) 7.1 Management of Trust Procertv. The Trustee shall hold, manage, invest and reinvest the Trust Property and shall accumulate in j the Trust and prorata in each separate Trust all net income, after '
payment of expenses and other disbursements as herein provided, from the Trust and add the same to the principal upon the receipt thereof. .The , 1 Trustee accepts and undertakes to discharge the Trusts created by this Agreement, upon the terms, provisions and conditions hereof. , 7.2 Caspensation of Trustee. The Trustae shall receive as its compensation for its services hereunder those amounts as set out and agreed to in a letter of even date herewith from the Trustee to the i Authority signed by the parties hereto. Such compensation may be adjusted from time to time in the future in such amounts as may be agreed upon in writing by the Trustee and the Authority. 7.3 Pavaant of Ennenaea of W inistratioD. Subject to the 1 written approval of the Authority, which shalI not be unreasonably withheld or delayed, the Trustee shall be authorized to make payments
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from the Trust Estate of all administrative costs reasonably incurred by it in the performance of its duties under this Agreement including, but ' not limited to, Trustee's fees, legal, accounting and actuarial expense, i reasonable out-of-pocket expenses and other incidental expenses incurred by the Trustee in connection with the administration of this Trust and each separate Trust. The Trustee is also authorized to make payments from the Trust Estate of all administrative costs incurred by or on behalf of the Authority including, but not limited to, the fees and expenses of accountants, actuaries, attorneys, consulting engineers, Investment Managers, and other consultants, advisors and agents, general administrative fees and costs, and any other fees and expenses determined by the Authority to be appropriate for payment from the Trust 6, upon written request from the Authority, or to reimburse the Authority therefor upon its written request. All auch administrative expenses of a general nature shall be allocated proportionately among the Trusts established hereunder, and the Trustee shall maintain such records as are necessary to reflect the allocation of costs e'c expenses in accordance with this Section. 7.4 Financial Statementa. Accounta and Raoorta. The Trustee shall keep recurate and detailed records and accounts of all investments, receipts and disbursements and other transactions hereunder and all accounts, books and records relating thereto shall be open to inspection and audit at all reasonable times by any person designated by the Authority. l
O 7.5 f3nancial Statemenis. The Trustee shall furnish monthly financial statements for each Trust to the Authority not later than the O seventh (7th) business day of the following month, or at such other less frequent interval as the Authority may require. The financial statements shalI show the financial condition of the Trust, including without limitation, the market value of the assets, and the receipts, income, expenses, disbursements and other transactions of each Trust for the period since the preceding statement. Any such financial statement may O-be approved by the Authority by written notice to the Trustee or by failure to object to such financial statement within six (6) months of the delivery of the annual audit of the Authority. The approval of any such financial statem9nt shall constitute a full and complete discharge of the Trustee as to all matters set forth in such financial statement; provided, however, that the foregoing shall not relieve or absclve the O Trustee from any liability associated with a failure to perform its fiduciary responsibilities. The financial statements of the Trusts shall be audited annually by the Independent certified public accountants then employed by the Authority or by other independent certified publie accountants selected by the Authority for such purposes, and the Trustee agrees to make available and furnish such information as may be required O f r Su h audit and t C Perate fully therein. 7.0, Tax information Returns and Other Reaarts. The Authority represents to the Trustee that it believes the Trusts are exempt from taxes under current law and regulations. However, the Trustee agrees to prepare or cause to be prepared such income or other O tax information returns and reports as may be required from time to time, and shall provide copies thereof to the Authority in advance of their filing for review by the Authority. The Trustee shall provide % the Authority all statements, documents, lists, or other information reasonably requested by the Authority. The Trustee shall also sign all such information returns which may be required and file them or- cause them to be filed with the appropriate government agencies. The Trustee O shall cooperate with all requests made by regulatory agencies and shall provide copies to the Authority in advance of all information submitted to regulatory agencies. At the Authority's request, the Trustee shall testify with respect to the Trusts and the Trust Fund in proceedings before regulatory agencies. O 7.7 Transactions with Third Parties. No person or organization dealing with the Trustee hereunder shall be required to inquire into or to investigate its authority for entering into any transaction or to see to the application of the proceeds of any such transaction. O 7.8 Exooe. talion from Bond and court Raiurns. The Trustee shall not be required to give bond or surety and shall not be required to file any inventory or appraisal or any annual or other returns or reports with any court whatsoever; provided, however, that the Trustee shall furnish the financial statements and reports to the Authority as provided in Sections 7.5 and 7.6.
. U
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O 7.9 Bemoval of Trustee. The Authority may at any time remove the Trustee then serving and appoint a qualified successor Trustee oy instrument in writing signed by the Authority and ' delivered to the then O serving Trustee, which instrument shall designate and appoint the successor Trustee and which shall be ef fective no later than sixty (60) days from the date thereof or upon such shorter notice as may be designated by the Aathority to the Trustee, provided that the successor Trustee has signiGed its acceptance of such appointment by instrument in
. writing delivered to the Authority and the then serving Trustee. Any Trustee so removed shall promptly deliver all property then held by it hereunder to the successor Trustee so appointed and shall thereaf ter be relieved of any further duties and obligations hereunder.
7.10 Benjanallon of Truties. Any Trustee then serving
. hereunder may at any time resign upon sixty (60) days' notice, or upon such shorter notice as may be acceptable to the Authority, by an instrument in writing, signed by it and delivered to the Authority, and such resignation shall become effective upon the appointment of the qualified successor Trustee by the Authority as provided herein.
7.11 Anoointment of Successor Trustee. In the event the O Trustee should so resign, then the Authority shall appoint a successor Trustee, by instrument in wr i t ing , s igned by i t , and delivered to such successor ano to the Trustee. Should the Authority fall or refuse within ninety (90) days so to appoint such successor, then such successor may be appointed by order of the Superior Court of Fulton County, Georgia, upon _ application of the Authority, or the then serving Trustee or of any ? person interested in the Trusts. 1 7.12 Accentance of Anoointment by Successor Trusten. Any ' successor Trustee appointed hereunder shall execute- an instrument accepting such appointment hereunder and shall deliver one counterpart _- thereof to the Authority and, in case of a resignation or removal, to the retiring Trustee. Thereupon such successor Trustee shall, without any further act, become vested with all _the estates, properties, rights, powers, trusts, and duties of its pradecessor in the Trusts hereunder with like ef fect as if originally named Trustee herein; but the retiring Trustee shall nevertheless, when requasted in writing by the successor
=
Trustee or the Authority, and upon payment of lawful charges and 7 disbursements then unpaid, i f any , es ecute and deliver an appropriate instrument or instruments conveying atd transferring to such successor Trustee upon the trusts herein exprested, all the estates, properties, rights, powers, and trusts of such ritiring Trustee, and shall duly assign, transfer, and deliver to such stecessor Trustee all property and - money held by it hereunder. 5 I 7.13 Successor Trustne. No successo- Trustee shall be required to inquire into or audit the acts or doings of any predecessor Trustee or to' make any claims against any predecessor Trustee, and any-successor Trustee shall have and may exercise any and-all of the powers, _ privileges, immunities and exemptions herein conferred upon the original "E
1 l , , Trustee as fully and to the same extent as if such successor originally had been named as a Trustee hereunder. 7.14 Reliance on StatemeDJ by Trustes. Any person dealing I 3 with the Trustee shall be fully protected in relying upon- the Trustee's ceriliicate that it has authority '4o take any action under this Trust Agreement. 7.15 Anolication of money nald or transferred to Trustee. No E person dealing with the Trustee shall be required to follow the , application by the Trustee of any money or property which may be paid or transferred to the Trustee. 7.16 Future Orders. The Authority shalI promptly advise the Trustee in writing of the exl..tei.ce of any Future Orders having the ef fect of imposing new or dif fer snt risponsibilities on the Trustee under I this Agreement. 7.17 Certain Duties and Reanonsibilities of the Trustee. (a) In the absence of bad faith on its part , the Trustee may i conclusively rely upon certificates or opinions furnished to the Trustee
! and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any provision hereof are _
specifically required to be furnished to the Trustee, the Trustee shall have no duty to examine the same to determine whether they conform to the requirements of this Agreement unless the representative of the Trustee D involved with the ceriificate in question has actual knowledge that any statement made therein is not true. (b) No provision of this Agreement shall be construed to relieve the Trustee f rom liability for its own negligent action, its own negligent failure to act , or its own willful misconduct, except that (i) this Subsection shall not be constructed to limit the effect of D Subsection (a) of this Section; (ii) the Trustee shall not be liable for any error of judg.nent made in good faith by a responsible of ficer of Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts or was otherwise negligent in making the judgment; and (iii) no provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial D liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 7.18 Certain Rights of Trustee. Except as otherwise provided D in Section 7.17 hereof: (a) Any request o, direction of the Authority mentioned herein shall be sufficiently evidenced by a written request or direction signed, prepared or furnished by an authorized representative of the Authority or a verbal or telephonic request or order confirmed within a reasonable b I l
1 4 time by such a written request or direction, and any action of the Board of Directors of -the Authority may be- sufficiently evidenced by a ! certificate of the Authority's secretary or an assistant secretary; ) (b) Whenever in the administration of any Trust created under this Agreement the Trustee shall- deem it desirable that a matter be f proved or established prior to taking, suf fering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically preserIbed) may, in the absence of bad falth on Ita part, rely upon the certificate of an authorized representative of_the Authority; (c) The Trustee may consult with legal counsel and the written advice of such counsel or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or-omitted by it hereunder in good faith and in reliance thereon; and (d) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Authority pursuant to this Agreement, unless the Authority shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. ABIlCLE VIll LIMITATIONS ON AND D!RECTIONS TO TRUSTEE AS TO INVESTIENTS 8.1 Investrant bv Direction of Authority. Anything herein to the contrary notwithstanding, unless and until otherwise instructed by the Authority, the Trustee shall invest and reinvest all of the Trust Property as directed by the Authority. The Authority shall, by approprlate certificate signed by It and delivered to the Trustee, provide the Trustee with written notice of its of ficers, employees and agents who are authorized to direct the acquisition, retention and disposition of the investments hereunder, and the Trustee shall 'be protected in relying on all directions and instructions received from any such person or persons. To the extent the assets of the Trust Funds have not been invested at the direction of the Authority on any given day, the Trustee shall invest such uninvested assets as the Authority may direct in writing. The Authority and the Trustee shall establish appropriate systems, guidelines and procedures in order to ef fectuate such handling of investments hereunder. 8.2 Idelistions on Invent e ts, investments under this Trust Agreement shall be limited to those permitted f rom time to time to be made by the State of Georgia or its political subdivisions with public funds; The Authority intends to establish policies, procedures, guidelines and restrictions for handling investments under this Trust, which it may f rom time to time modify, change or supplement by written direction to the Trustee. To the extent permitted by applicable law, the Authority may, by notice to the Trustee, expand, contract or otherwise change the investment policy. Investments under this Trust Agreement shall include the following described assets and securities and any other ;
assets and securitles described in an opinion of counsel as permitted ; investments'.for. the - State of' Georgia or its political subdivisions - for ' public funds, provided by-the Authority to the Trustee from time toitime: (a) Obligations of the State of Georgia or of other states;
-(b) Obligations issued by the United States government; (c) Obligations fully insured or guaranteed by the United- l States government or a United States government agency; :!
q (d). Obligations _ of any corporation 'of the: United -States ; government; (e) Prime banker's acceptances; j (f) The local = government Investment. -pool: established - by 0.C.G.A. 5 36-83-8; (g) Repurchase agreements 'in' any: of the obligations described in paragraphs (b), (c) and (d) above, (h) Obligations of other-politicial subdivisions of this state; and (i) Certificates of deposit of banks which have depositsu insured by the Federal Deposit insurance Corporation; provided, however, ' that-the portion of such cortifIcates of deposit in excess of the amount insured by the Federal - Deposit Insurance - Corporat lon, i f : any, shalI be secured by direct obligations . of the State of Georgia or the United I States which are of par-value equal to that portion of such cortifIcates of deposit which would-_be uninsured. Notwithstanding 'anything to the contrary ' herein, - the- Trustee shall not acquire or hold securities oriother obligations of the Authority, or any other owner or operator _ of the Plants, or 'any;of- their af filiates as defined in the Investment Company Act of '1940, as amended, unless they are securities or other obligations.of a state government. 8.3 Certain Duties of Trustee as to Authoritv Directed Investmens. So long .as the Authority. la directing the lnvestments
~
hereunder,' the Trustee shall have no duty or obligation toi make' any ; recommendations with respect to- the acquisition, retention and-disposition thereof, and shall have no liability'or responsibility to the Authority or the Trusts for acting'on the direction of, or for failure to act in- the absence of direction from, the Authority. However, the ! Trustee.- shal l review the transactions of the Authority and the Trust Funds on-a daily basis for the purpose of determining whether any assets acquired or to be acquired' are permissible- investments -under :the guidelines established ' by the Authority for the Trust Funds or the provisions of Section 8.2 hereof, as f rom tles to time modifled, and shall notify the Authority .within one (1) business day by telephone,
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confirmed in writing, if it determines. as a result of any such daily review that an investment is not permitted under either the guidelines established for the Trust Funds or-the provisions of Section 8.2 hereof. O 8.4 Appointment of Investment % ager. The Authority shall have the right from time to time to appoint and remove one or more Investment Managers for any Trust held hereunder and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as " investment manager accounts" and, if it does so, lt shall appoint an individual, partnership, association or corporation l as investment Manager to direct, on its behalf. the portion of any Trust so segregated. Written notice of any such appointment and/or removal shall be given to the Trustee and the Investment Manager so appointed. The appointment shall be accomplished valng an investment manager agreement signed by the Authority and the investment Manager and
, acknowledged by the Trustee. As long as the Investment Manager is
- acting, the Investment Manager shall have full authority, on behalf of the Authority, to direct the investment (including the acquisition, retention and disposition of investments), subject to the limitations set forth in Section 8.2 hereof, of the assets and securities f rom time to time in the investment manager account being managed by the investment
, Manager, and except as otherwise set forth herein, the Trustee shall have y no duty or obligation to review the assets f rom time to time comprising l such investment manager account, or to make any recommendations with respect to the acquisition, retention and disposition thereof.
The Trustee shall have no liability or responsibility to the Authority or the Trusts for acting on the direction of, or for failure to O act in the absence of directions from, the investment Manager for any investment manager account. The Trustee may assume that any investment manager account previously e.atablished ,and the appointment of any Investment Manager for that account continues in force until receipt of written notice to the contrary f rom the Authority. Pending receipt of directions f rom the Investment Manager, any cash received by the Trustee 9 f rom time to time for any investment manager account shall be invested upon receipt in investments f rom which such cash (incMing any earnings thereon) may be withdrawn on a daily basis. So long as the Investment Manager is directing the investments in an investment manager account, the Trustee shall have no duty or obligation to make any recommendations with respect to the acquisitlon, retentlon and dispositlon thereof, and 2 shall have no liability or responsibility to the Authority or the Trusts for acting on the direction of, or for failure to act in the absence of direction from, the Investment Manager. However, the Trustee shall review the transactions of the investment Manager and the Trust Funds on a daily basis for the purpose of determining whether any assets. acquired or to be acquired are permissible investments under the guidelines
) established by the Authority for the Trust Funds or the provisions of
- Section 8.2 hereof, as f rom time to time modified, and shall notify the Authority and the Investment Manager within one (1) business day by -
telephone, confirmed in writ!ng, if it determines as a result of any such daily review that an Irvestment is not permitted under either the _ guidelines established for the Trust Funds or the provisions of Section-t 9 (
, e
- l 8.2 hereof. The Trustee shall advise the investment Manager of l information it receives from an Issuer or similar. source regarding calls, 1 L redemptions, purchase of fera and similar matters relating to assets held l in any: Trust hereunder. :The. Authority ' will indemnify. the Trustee and _ . ;
O hold it harmless f rom any Ilabili ty ' or expense '- connection wlth or , arising out of (1) any action taken or omitted or any investment of the l investment manager account made by the Trustee at the direction of the i Investment Manager, _ or (ii) any action taken by the Trustee pursuant to notification of an order issued by an investment -Manager to purchase or-sell securities directly to a broker or dealer under a power of attorney, h i
-ARTICLE IX- '
l TRUSTEE'S POWERS
- 9.1 Powers of the Trustee, in the managemed , care and-disposition of this Trust, the Trustee hereunder, subject to the specific provisions hereof, shall have the power to do all things and to execute such instruments as may be deemed necessary or proper,-including, but not limited to, the following powers, all of which may be exercised without
, arder of or report to any court: (a) To invest and reinvest all Trust - Property as directed. by: the Authority In -such securitles and inver.tments as the Authority
- - specifies; (b) To sell, exchange or otherwise dispose of any property at j any time held 'or acquired under this Trust, at public or private sale, for cash or on terms, without advertisement, including the-right to lease I and to grant options to buy for. any term notwithstanding the. period of the Trust;
- (c) To retain for investment any property _ transferred to any l Trust by the Authority, without regard to any _ law now or _.hereaf ter . in i force limiting- the investments of fiduciaries, ~and the Trustee shall be under no obligation to diversify the investments of the Trusts; (d) To collect, receive and hold any and all . money and other property of whatsoever kind or nature due to or owing- or belonging to a Trust; -
T (e) To vote in person or by proxy and to agree to or take :any F other action in regard to any reorganization, merger, consolidation,.
- liquidation, bankruptcy or other procedure ' or proceeding- af fecting any I stock, bond, note or other security held hereunder; I
L (f) To register any stock, bond or other security in the name p of any nominee, without the addition of words indicating that such security is held in a fiduciary capacity;. but accurate records shall- be ! maintained showing that such security is a Trust asset, and the Trustee shall be responsible for the acts of such nominee; l
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0
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(g) Subject to approval of the Authority, to employ, retain and remove attorneys, accountants, insurance- consultants, custodians, engineers and other agents, if such employment be deemed necessary, and to pay reasonable compensation for their services; (h)- To compromise, settle or adjust any claim or demand by or against the Trusts, and to agree to any rescission or modification of any contract or agreement af fecting the Trusts; (i) To perform any act authorized, permitted, or required under O any Instruments relating to or forming a part of the Trust Estate whether in the nature of an approval, consent, demand, or notice thereunder or otherwise, unissa such act would require the consent of the Authority in accordance with the express provisions of this Agreement; (j) To do and perform any acts or things and only those acts or O things necessary or appropriate for the conservation and protection of L the Trust Estate. ARTJCLEl QQt[UMEt[UEEQCABILITY 10.1 Bavocation of Trust. Anything herein to the contrary notwithstanding, until such tims as NRC approval and acceptance of the decommissioning funding plans of the Plants and of this Trust are obtained, and accepted by the Authority, the Authority reserves the right to terminate this Trust in whole or in part, and to provide financial assurance for its prorata share of its Decommissioning Costs by or through means other than this Trust. ABIICLE X1 MlSCELLANEOUS PROVIS10NS 11.1 Headint.. All Article and Section headings set forth in this Agreement are for convenience only and shall not be deemM to be a part of this Agreement for any other purpose and shall not be takei; r.: in any way limiting or interpreting any Section or Subsection of this Agreement. 11.2 39Y.9IAbill ty. In the event any provision of .this Agreement or its application to any person or in eny circumstance shall be invalid or unenforceable to any . extent, the remainder of this Agreement', or the application of- such provision to persons or circumstances other than- those as to which it is held invalid or unenforceable, shall not be af fected thereby, and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by. 1 law. 11.3 Baygrnino Law. This Agreement is entered into and executed in the State of Georgia, and all questions pertaining to its J validity, construction and administration shall be governed by and determined in accordance with the laws of the State of Georgia.
i l j 11.4 Hollcas. AlI written notices required to be glven by this Agreement shall be deemed to have been pro >erly given if. delivered , by hand or when mailed by registered or certif ed ma I, return receipt requested, postage prepaid, to the parties hereto as'follows:- If to the Authority: Municipal Electric Authority of Georgia > _ 1470 Riveredge Parkway T Atlanta, Georgia 30328-4640 Attention: Mr. Oliver Huff If to the Trustee: The CltIzens and Southern National-Bank
- Sulto 700 33 North Avenue '
Atlanta, Georgia 30399 , Attention: Corporate Trust Department or at such other address or addresses, or to the attention of such other , person or persons, as the Authority or the Trustee may hereaf ter notify the other party in accordance herewlth. 11.5 El.acal Year. The fiscal year of the Trust shall end on d December 31 of each year. 11.6 Succeanors and Amalans. Subject to the provisions of Sections 5.3, 7.9, 7.10, 7.11 and 7.12, this Agreement shall be binding upon and inure to the benefit of the Authority, the Trustee, and their respective successors and assigns. ; 2 11.7 Counternarts. This Agreement may be executed in any' I number of counterparts, each of which - shall be an original, but such counterparts shall together constitute but one and the same instrument.
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i-OL ' IN WITNESS WHEREOF, thi Authority and the Trustee have each hereunto caused their respective corporate names ands soals to be af fixed and this Agreement to be - executed and delivered by and through. their duly-author zed of ficers, all as of the ef fective day and year first O- above written. MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA q O-B i , 8Y presiaent a,ra ceneral Manager 2A 1
/
Attest "- d -I Ita: $ssistAntSecretai,f-Treasurer , [ CORPORATE SEAL) O THE CITIZEN AND THE NATIONAL BANK By:
' '7 7 J? ~
l sa. Vict PRESIDENT Attest: v CA - M Its:- MU518HER j O I [ CORPORATE SEAL] 4194h O O 1 0-0- m .
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- EXHIBIT l-
). DISBURSEMENT CERTIFICATE ) The Citizens & Southern :
- National Bank
!- Suite 700 l- 33 North Avenue } Atlanta, Georgia 30339 Attn: Corporate Trust Department t RE: Decommissioning Trust' Agreement, by-and'between Municipal Electric-Authority of Georgia'.and The Citizens; & Southern Nationalc Bant't, 61 Trustee,- dated as: of __,?l990, effective: January-
=1, 1990 The undersigned hereby certifies-purraant to'Section 4.l(a) of-the aforementioned Trust Agreement ~Jthe." Agreement")::
.i i 1. The undersigned is.a. representative andLofficer'of Municipal Electric-Authority of Georgia (the " Authority") '
authorized to give this certificate.- , 2. The Authority has been required or has determined
-to commence the decommissioning of'the
- plant Unit!No. __, and-a resolution of:the-Authority:
authorizing the-commencement of such decommissioning-has been duly adopted byLthe Authority, and aLcopy'ofisuch' resolution is-attached hereto or'has previously,been furnished to you.and remains in effect.
- 3. . Plans and procedures for'the decommissioning of said plant have been established in accordance with regulations:
of the Nuclear Regulatory Commission.
- 4. .The-amount-shown!on the schedule attached hereto have been incurred for Decommissioning Costs', as such term:is
- defined in the Agreement, inLaccordance with the said plans and procedures.
i In.accordance with Section 4.1(a) of the Agreement, the Authority hereby directs payment of the amounts shown-on the schedule attached hereto to the payees shown thereon. i-i
- , - - - . - -. , , , , ,-. - . , - - . . + , ,-_--a-.- .-.. . - , ..m, n.+ .. , w . ,, -, , - - ., w,w4
) l Given thiss day of -
). MUNICIPAL ELECTRIC AUTHOR 7n.
OF GEORGIA-By: i
Title:
i !'
)
4188h I
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a-EXHIBIT 2 WITHDRAWAL CERTIFICATE i The Citizens & Southern . -National Bank _ Suite 700-33' North Avenue -
-Atlanta, Georgia .30339 Attn: _ Corporate Trust Department i
RE: Decommissioning Trust Agreement, by and between-Municipal Electric Authority of-Georgia and The Citizens & Southern National Bank, as Trustee', i dated as of __, 1990,feffective: January I 1, 1990-The undersigned hereby certifies pursuant to Section 4.l(b) of the aforementioned-Trust Agreement'(the " Agreement"):.. !
- 1. The undersigned is a representative and officer of.
- Municipal Electric Authority of Georgia (the " Authority")
authorized to give'this certificate. 2.- The Authority has been required or has determined to commence the decommissioning.of the Plant Unit No. __, and a resolution of the Authority authorizing the commencement cf such decommissioning has been d duly adopted by the Authority, and a-copy of;such resolution is attached hereto or has previously.been furnished to you and ' remains in effect.
- 3. plans and procedures for the decommissioning of said plant have been established in accordance with regulations of.the Nuclear Regulatory Commission.
- 4. The amounts shown on the schedule attached hereto ,
have been actually paid by the Authority to the third persons " shown. thereon for Decommissioning Costs, as such term is defined in'the Agreement, in accordance with the said. plans and- : procedures. ! In accordance with Section 4.1(b)Loffthe Agreement, the Authority hereby directs reimbursement of the. amounts shown on the schedule attached heretotto the Authority.
t O Given this day of , , 1 i 'O MUNICIPAL-ELECTRIC AUTHORITY. . OF~ GEORGIA By:'
Title:
4192h-1 1
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SCHEDULE A
-MEAG DECOMMISSIONING TRUST' 4
' PLANT EDWIN I.' HATCH j ,
l UNIT ONE - PROJECT ONE < SCHEDULE,0F ASSETS PAR MATURITY . AMOUNT RATE DESCRIPTION DATE' YIELD COST i 625,000.00 -7.375 US TREASURY NOTES 02/15/91 '7.4010 624,658.49
- 2,500,000.00z -7.650 FED HOME LOAN BK BONDS 02/25/91 7.6500' 2,500,000.00 .
6,000,000.00 8.300 FED HOME LOAN BK= BONDS 07/25/94- -8.2359- 6,015,000.00 l 312,366.44 CASH 332.366.44 l 9,452,024.93 TOTALS '9,452,024.93
-i s
I I
n 4 'O - h'
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I SCHEDULE B D MEAG DECOMMISSIONING ' TRUST: PLANT EDWIN 1. HATCH 9
= UNIT TWO - PROJECT ONE SCHEDULE OF ASSETS D- PAR MATURITY AMOUNT RATE DESCRIPTION- DATE YIELD COST
_ 500,000.00 - ! 500,000.00 O2/25/93 8.050 FED HOME LOAN BX BONDS 8.0448_ '
- 5,000,000.00 8.625 - FED FARM. CREDIT BD BDS 209/01/941 8.0130 5,117,187.50 1,950,000.00 6.800- STATE OF NJ G.O. BONDS _04/15/94 '5.9000- 2,047;168.50-D' 108.777.78- CASH 108.777.78 7,558,777.78 TOTALS .7,773,133.78 ,l
-i e- !
B p'- 4 I
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D- l l D.
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SCHEDULE O
)- MEAG DECOMMISSIOWING. TRUST- ,
PLANT ALVIN W.sV0GTLE ' i: d UNIT ONE - PROJECT ONE l SCHEDULE'OF ASSETS t PAR MATURITY c ' AMOUNT RATE DESCRIPTION _DATE XIJLD COST i l
. i. -!
t' 1,953,781.37 CASH 1,953,781.37 1,953,781.37. TOTALS' 1,953,781.37-I I i UNIT ONE - PROJECT FOUR ' SCREDULE OF ASSETS PAR MATURITY AMOUNT RATE DESCRIPTION DATE YIELD COST 653,769.91 CASH 553,769.91
.i 853,789.91
~
TOTALS 653,769.91
^
I
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_ SCHEDULE.D . . MEAG DECOMMISSIONING TRUST PLANT ALVIN W. VOGTLE :=
~
C:- z ' UNIT TWO - PROJECT-ONE-SCHEDULE OF ASSETS l j __ PAR . MATURITY l OP AMOUNT RATE DESCRIPTION DATE YIELD ~ COST :l l l 4 789,094.39 CASH 789~094.39 , l 789,094.33 TOTALS 789,094.39 3 UNIT TWO - PROJECT FOUR SCHEDULE OF ASSETS , i PAR MATURITY-
-AMOUNT DESCRIPTION RATE ~ DATE' YIELD ' COST =
222,461;37 . CASH 222,461.37 222,461.37 TOTALS 222,461.37-
OF ,, o o; i i 1 l MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA DECOMMISSIONING TRUSTNO. 2 ' FOR O i THE EDWIN 1. HATCH AND.ALVIN W. V0GTLE NUCLEAR PLANTS 4 i l l Effective January 1,1990 ' j
.l
t I 's I-I TABLEDE_ CONTENTS
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ARTICLE I. TRANSFER AND ACCEPTANCE j 1.1 Transfer to Trustee..................................... 2 4
.1.2 Acceptance by Trustee.................................. 2- l 1.3 Instruments of Further Assurance........................ 2 1
i ARTICLE H. DEFINITIONS 2.1 Certain Terms Def1ned.................................. 2 2.2 Me ani ng o f Othe r Te rm s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 i ARTICLE HI. ^ PURPOSE OF TRUST AGREEMENT; ESTABLISHMENT OF ' SEPARATE TRUSTS 3.1. Intent and Purpose of Trust Agreement.................. 4
) 3.2 separate Trust runds.................................... s 3.3 Separate Records, Comming11ng of Investments........... 6 ARTICLE EV. DISPOSITIVE PROVISIONS )
4.1 Payment of Decommissioning Costs........................ 6 ARTICLE V. GENERAL PROVISIONS RELATING TO THE TRUST ' 5.1 Alterations and Amendments............................. 7 5.2 Additions to Trust...................................... 7 5.3 Return of Excess Fundo................................. 7 5.4 No Transferability of Interest in Any Trust............. 8 5.5 No Authority to Conduct Business........................ 8 ARTICLE VI. TERMINATION 6.1 Time of Termination..................................... 8 6.2 Distribution of Trust Assets Upon Termination........... 9 6.3 Ce r ti f ic atio n by Autho ri ty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 6.4 Continuation of Trust For Winding Up................... 9-ARTICLE VH. GENERAL PROVISIONS RELATED TO THE TRUSTEE 7.1 Management of Trust Property............................ 9 7.2 Compensation of Trustee................................. 9 3 7.3 Payment of Expenses of Administration.................. 10 l. I u _ _ _ _ _ _ _ _ _ _ _ _ _ _ . -I
w 7.4: Financial Statements, Accounts and Reports............. 10 7.5 F i n an c i al - S ta t eme n t s . . '. . . . . . . . . . . . . . . . . . . . . . . . . .' . . . . . . . 10
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7.6 - Tax Information Returns and Other Reports. . . . . . . . . . . . . . 11
-7.7 Transactions with Third parties.........................ll-7.8 Exoneration from Bond and Court Returns................ 11 7.9 Removal of Trustee..................................... 11 7.10 Resignation of Trustee................................. 11 7.11 Appointment of Successor Trustee....................... 12
- 1 7.12 Acetptance of. Appointment by Successor Trustee......... 12
$ 7.13 Successor Trustee...................................... 12
. 7 .14 = Reliance on Statement by Trustee....................... 12
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7.15 Application of Money Paid or Transferred to Trustee.... 12 7.16 Future Orders.......................................... 12 7.17 -Certain Duties and Responsibilities of the Trustee..... 13 7.18 Certain Rights of Trustee.............................. 13 m W i . , 2
- ARTICLE VIIL LIMITATIONS ONAND DIRECTIONS TO TRUSTRE i
AS TO INVESTMENTS : 8.1 Inv3stment by Direction of Authority................... 14
] 8.2 Limitations on Investments...........'.................. 14 8.3 Certain Duties of Trustee as to-Authority-Directed-Investments.........,.................................. 15 8.4 Appointment of Investment Manager...................... 15 =
4_ ARTICLEIX. TRUSTEE'S POWERS 9.1 Powers of'the Trustee.................................. 16 ARTICLE X. MISCELLANEOUS PROVISIONS: _= J 10.1~ Headings............................................... 18 10.2 Severabl11ty..............'............................. 18 10.3 Governing Law.......................................... 18 10.4 Notices................................................. 10.5 Fiscal Year............-..................-.........~..... 18 18 m 10.6 Successors and Assigns................................. 19 10.7 Counterparts........................................... 19
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ii.
O l DEC0180AS10KlKtlBISLAWEEtEiKLML2 l O THIS TRUST AGREEMENT (" Agreement") made and entered into this - day of , 1990, ef fective as of the 1st day of January, 1990, by and between the NUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and a public corporation organized and existing under and by virtue of the laws of the State of Georgia ("the Authority"), as Grantor, and THE CITIZENS ADO SOUTHEfgi ; NATIONAL Bale (, powers with ItsAtlanta, Georgia, a banking association having trust O principal office located in Atlanta, Georgia (the
" Trustee"), as Trustee.
II I N E S S E I H: O THAT WHEREAS, the Authority is the owner and licensee of certain undivided interests, as hereinaf ter- set out, in each of the nuclear plants and associated facilities hereinafter described; and WHEREAS, the Authority's interest in the plants and associated-facilities presently is subject to regulation by the United States O Nu lear Regulatory Conunission (the "NRC"), an agency of the United States Government; and WHEREAS, in order to comply with certain regulations of the NRC, the Authority has created and established a decommissioning trust, and placed funds therein, to provide the presently required funds and g financial assurance for its prorata share of the future decommissioning costs of portions of the plants and associated facilities ("NRC Trust"); and WHEREAS, the Authority also expects to incur future decommissioning costs associated with its prorata undivided- Interest in O portions of the plants and associated . facilities hereinaf ter described, over and above those presently required to be funded in the NRC Trust under present regulations, and for which funds have not been set aside in the NRC Trust;-and. WHEREAS, the Authority, in order to provide funds for its O prorata share of the future decommissioning costs of the plants and associated facilitles hereinafter described not funded under the NRC Trust, and for any other lawful purposes,= desires to establish this trust and to place funds hereunder, to be held and used as hereinafter provided; and O WHEREAS, the Authority has selected the Trustee to act as the Trustce hereunder; and WHEREAS, the Trustee is willing to act and serve as Trustee hereunder upon the terms, provisions and conditions hereinafter set forth; O 4 O
NOW, THEREc0RE, in consideration of the premises and the mutual covenants herein contained, the Authority hereby agrees to convey, and ! the Trustee hereby agrees to accept, all that property specifically set forth and described in Schedules A through D attached hereto and by reference made a part hereof, to have and hold the same in trust, nevertheless, for the uses and purposes and subject to the terms, , provisions, conditions and powers hereinafter set forth. ABil.CLE_l IRANSEEfUNLACCEEIANCE 1.1 II.analer to Trustee. The Authority hereby grants, releases, assigns, transfers, conveys and delivers unto the Trustee all of that property specifically set forth and described in Schedules "A",
"B", "C" and "0" attached hereto and by reference incorporated herein and made a part hereof, which Schedules bear the signature of an authorized officer of the Authority and the Trustee, to have and to hold the same in trust for the uses and purposes and subject to the terms, provisions, conditlons and powers hereinafter set forth. i l
1.2 Acceptarice by Trualme. The Trustee hereby acknowledges receipt of all that property described in and on Schedules "A", "B", "C" and "D", and the Trustee hereby agrees to hold, manage and distribute the same as from time to time constituted, upon . the terms, provisions and conditions hereinafter set out. 1.3 Ina.ifumonts of Further - Atauiance. The Authority wIII, upon reasonable Iquest of the Trustee, execute, acknowledge and deliver such further instruments and do such further acts as may be-necessary or proper to transfer any of the property Intended to be covered hereby and to vest in the Trustee, its successors and assigns, the Trust Property. LRTICLE ll DEElR111.0NS 2.1 Certain Tersm__ Defined. For all purposes of this Agreement, unless context otherwise requires, the following terms shall i have the following meanings: ' (a) "Agteement" , " Trust- Aareement" and the terms "hnical", "herein", "hele to" and "he.teunder", when used in this Agreement shall mean and include this-Agreement as the same may from time to time be amended, modified or supplemented. (b) " Authority" shalI mean the Mun!cipal Electric Authority of Georgia, a public body corporate and politic and a public corporation organized and existing under and by virtue of the laws of the State of Georgia, and its successors or assigns. (c) " Code" shall mean the Internal Revenue Code of 1986, as the same may be amended from time to time.
) (d) "Conau111pa Encinost" shall mean the engineer o r-engineering firm or corporation at the time retained by the Authority, pursuant to Section 708 of i ts Powe r Revenue Bond Resolution adopted 3 August 30, 1976, as supplemented and amended from time to time. (e) "Decosalssioning_Cos.ts" shall mean the Authority's costs and expenses incurred or to be incurred in the future to remove the plants and associated facilities hereinafter described, including all common faci lltles associated with each such Plant, safely f rom service i 9 and to reduce residual radioactivity to a level that permits release of the property for unrestricted use, over and above those costs and expenses funded in the NRC Trust. (f) "Diabursement Cartificate" shalI mean a document properIy completed and executed by an authorized reprtsentative of the Authority 1 9 and delivered to the Trustee, certifying that the amounts shown therein to be paid are Decommissioning Costs incurred hereunder, in substantially the form attached hereto as Exhibl* "1". (g) "Eund" shall mean any one of _ the separate trust funds established hereunder, and "Eunds" shall mean all of the ~ trust funds D established hereunder, collectively. (h) " Future Orders" shall .'mean any crders of the NRC or any ' federal or state agency having jurisdict;on over the Authority's interests in the Plants, or any federal or 3 tate laws hereaf ter -adopted and applicable to the retention, investment.and utilization of funds for D the costs of decommissioning any of its Plants herein described, above and beyond those funds in the NRC Trust , which are applicable to the-Authority. s (1) ".inypa tment Manager" shall mean any fiduciary or fiduciaries designated as an investment Manager hereunder by the D Authority. ' (j) "tEIC" shall mean the United States Nuclear Regulatory Commission, an agency of the United States Government. and i18 successors and assigns. D (k) " Plant" shall mean the Authority's undivided interests in j and to each, and " Plants" shall .mean the Authority's undivided interests in and to all, of ' the nuclear power plants and facilities listed and described herein, as such list or description may be supplemented f rom time to time by the Authority by written notice to the Trustee, and shall mean and include all common facilities associated with g each such Plant and facility. Each unit of a multl-unit nuclear power plant site shall be considered as a separate plant for the purposes of this Agreement. 1 (l) "II2nsfer Certificale" shall mean a document properly completed and executed by an of ficer of the Authority and delivered to
, the Trustee, certifying that the amounts shown therein are required to be 1
mem-muser er
O transferred to a third party as Transfer Payments, and that the amounts are required to be used for Decommissioning Costs of Plant Vogtle, Unit One or Unit Two. O (m) "Iransfer_Paysertts" shall mean payments requiree 10 be , mede by the Authority for Decommluioning Costs from amounts in the Vogtle One Trust and the Vogtle Two Trusi, pursuant to Section 9(f) of the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase. Amendment, Assignment and Assumption Agteement between Georgia Power O Company and the Authority dated November 16, 1983, as amended by Sectica 2(d) of Amendment Number One, dated April 9, 1985. (n) "hus1" shall mean each, and "Irytts" shall mean all, of the separate Funds created and established hereunder as listed or, the separate schedulsa attached to this Agreement, as such schedules may be O supplemented f rom time to time by the Authority by writter, notice to the Trustee. (o) "Ir.us.tes" sha l l mean The Citizens and Southern Natlenal Bank, Atlanta, Georgia, the original Trustee named herein, and its successors and assigns, which shall be deemed to include any bank or O trust c mpany Into which it may hereatter be merged or consolidateo. Trustee shall also mean any successor Trustee subsequently appointed under the provisions of this Agreement. (p) "hust._Eslais" or " Trust Prene_r.ly" shall mean all of the property held from time to time by the Trustee under this Agreement. (q) " Trust _Monles" shall mean all cash, dividends, income, interest, procnds and other receipts of or from the Trust Estato i (r) "RLthdrasaL_Certificale" shall mean a riocumen t properly completed and executed by an authorized representative of the Authority O and delivered to the Trustee, certifying that the amounts shown therein , have been paid by the Authority as Decommissioning Costs hereunder, in substantially the form attached hereto as Exhibit "2". 2.2 Meaning _o.f_ _0.ther Torns. Except rhen the context otherwise requires, words importing the singular number shall inc ide the g plural number and vice versa, and words importing persons si,ill incluh firms, associations and corporations. All references herein to Articlus, Sections and other subdivisions refer to the corresponding Articles, Sections and other subdivisions of this Agreement; and the words "herein", " hereof", "hereby", " hereunder" and words of similar-import refer to this Agreement as a whole and not to any particular O Arucie, section or subdivision hueof. ARIlCLE Ili BIE0fiE_0E_IfWSLAWIEEIENI ESIABL111t9ENT OF SEPARATE THUSTS O 3.1 Intetti .ad _Eurpose_of_IrDal Agtfrement. The Authority's intent in establishing the Trusts is to provide assurance that the Plants 1 O.
) I will be safely removed f rom service and that residual radiation will be reduced to permit release of the property for unrestricted use, by l providing funds for contemplated future Decommissioning Costs assor lated with its prorata undivided interest in the Plants herein describeu over l and above those provided for in the NRC Trust, and, if so determined and < I directed by the Authority in ita sole discretlon, to pay funds held hereunder over to the trustee of the Decommissioning Trust established by l ti.e Authority for its future decommissioning costs of the Plants herein
- described (the "NRC Trust") to be held thereaf ter upor- the terms and
) provisions of that Trust. Therefore, the Authority intends that the Trusts continue until such time as all of its decommissioning -
obilgations, requirements or costs are satisfied, as determined by the Authority, or by any Future Orders. Toward those ends, the purpose of this Trust Agreement is to provide assurance that the Plants will be safely removed f rom setvice and that residual radiation will be reduced -) to permit release of the property for unrestricted use, by providing funds for the contemplated future Decommissioning Costs related to the Authority's undivided interests in the Plants hert,in described, and the Trust Property and all not income therefrom shall be held and distributed " for such purposes only, and for ro other uses or purposes, and upon termination as hereinaf ter provided, all Trust Property and Funds not so
) used, if any, shall be returned to the Authority.
3.2 SepatAie TruaL_Eunds. The Trustee shall initially establish four (4) separate Trusts hereunder, one for each Plant as hereinafter described, each such Trust to be known as follows: h (a) " Municipal Elacidc._AuthotLty_ oL_Gengl.a__Dacomlssioning hils t For lhe_ Edwin 1. HalttLNucigaLflant Unit No. 1 - The Hatch _0ne D.ust". The Authority is the owner of a seventeen and seven-tenths percent (17.7%) undivided interest in the Plant and associated facilities known as Hatch One, which consists of the nuclear power facilities identified and described in License Number DPR 57 issued by the NRC, '
)
which license currently expires August 6, 2014. (b) "MenicipaLJJ ec.idcJulhotLty of Georgla_Decomlsdoning hytLfor The_Idtin I . Hatutthuclear PlanLUni t No. 2 - The Halc.tLIEo ; Lysj " . The Authority is the owner of a seventeen and seven-tenths percent (17.7%) undivided interest in ine Plant and associated facilities
) known as Hatch Two, which consists of the nuclear power facilities identified and described in t.icense Number NPF 5 issued by the NRC, which license currently expires June 13, 2018.
(c) "Municissi_Elec1ric_ Av.thulty of Geol.gla _Dacominoloning Ilus.LEoL.The_.Alvin_L_Yogtlt. Nuclear PI ARLunLLNo 1 - Tha_Yogtle_0ne hy11" . The Authority is the owner of a twenty-two and seven-tenths
)
percent (22.7%) undivided interest in the Plant and associated facilities known as Vogtle One, which consists of the nuclear power facilities identified and described in License Number NPF 68 lasued by the NRC, which license currently expires January 10, 2027. '
)
(d) "Munislpal_Elecitis_Av.thollty. ol_Reotsla_Dscomminaloning husi_foL_Ihe_ALvJn..RmYogtleJucleat_P_lant uni tJo. 2 ._Jhe_Yogile_Iwo Iturd". The Authori ty is the owner of a twenty-two and seven-tenths ) percent (22.7%) undivided interest in the Plan' and associated facilities i known as Vogtle Two, which consists of the nuclear power facilities ! Identitled and described in License Number NPF 81 lasued by the NRC, which license currently expires February 9, 2029. The Authority holds its interest in each of the Plants described ! ) in (c) and (d), above, in two projects, known as Project One and Project ) Four, and in order to allocate further specific Funds and Decommissioning , Costs, the Trustee shall establish and maintain appropriate records and accounts under both the Vogtle One Trust and Vogtle Two Trust to reflect ' the separate projects une r eech. t ) 3.3 Sepa r at e_Heco r ds2._Consihie ! Ins _. o L_.lnyes tigerit a . The initial contribution by the Authority to each of the four (4) Trusts is described on Schedules "A" through "0" hereof, and the Trustee shall , maintain separate records for each Trust and shall credit thereto the l prorata share of all income of the Trust Fur.ds and charge thereto the - prorata share of all expenses tother than expenses attributable to a ) particular Plant which shall be expenses charged to the Trust named for such Plant) and any losses. However, unless otherwise instructed in writing by the Authority, nothing contained in this Section 3.3 or elsewhere herein shall be deemed to require the Trustee to segregate or invest separately assets of the Trust Funds, It being intended that the assets ,r the Trust Funds may be held, managed, invested and reinvested ) in undivided interests in the same property, bot shall not be required to be so maintained or invested. ARIlCL.E_LY DlSPOSll.LVE_ER0YlS.10NS 4.1 Paygient_of_Docosmisalonine_ Coals . The Trustee shall make ) payments of Decommissioning Costs for any Plant f rom the corresponding trust in accordance with the following procedures: (a) D i s bu rs eme n t s__lo_.Jhlid_Patil e s . The Trustee shall make payments of Decommissioning Costs to any person (other than the ) Authority) for goods provided or labor or other services rendered to the Authority in connection with the decommissioning of a Plant in accordance with a Disbursement Certificate from the Authority. (b) Reimbu taemeni._to_the_Au thotily . The Trustee shall make payments to the Authority in reimbursement of Decommissioning Coste ) actually incurred by the Authority, and paid to any other person, in accordance with a Withdrawal Certificate from the Authority. (c) hansfela_by the_Authoilty. The Trustee shall make payments to the Authority (and no other person shall be authorized to obtain such payments froin the Trustee) for the purpose of making Transfer Payments on the date specified in a Transfer Certificats from the I Authority.
I (d) Itansfers to NRC Trual. The Trustee shall make payments to the NRC Trust if and to the extent directed by the Authority in a
)' certificate executed by an authorized representative of the Authority (an "NRC Certificate").
The Trustee shall be under no duty to inquire into the correctness or accuracy of matters contained in any properly executed Disbursement Certificate, Withdrawal Certificate, Transfer Certificate or
) NRC Certificate.
ARUCLLY GENEl % .f@ A10NSELAllN(L10_IM_IIMiI 5.1 Alinfah v __e arid ^ -t its . The Authority and the
) Trustce underatand and agree that modIfIcatione or amendmenta may be required to this Agreement f rom time to time to ef fectuate the purposes of this Agreement and to comply w!th any Future Orders. The Authority and the Trustee may amend this Agreement to the extent necessary or desirable to ef fectuate such purposes or to comply with sucil Future Orders or changes. This Agreement also may be modlflod or amended to ) etfectuate the handlin of Irwestments and administrative reports and details. Any modificat on or amendment to this Agreement shall be by an instrument in writing signed by the Authority and the Trustee. The Trustee shall have no duty to inquire or make any investigations as to whether any proposed amendment is consistent with this Section, and the Authority shall furnish the Trustee, if it so requests, with an opinion ) of legal counsel that any such amendment does not violate the rules and regulations of any federal or state agency having jurisdiction over the Authority's interests in the Plants, and that all necessary approvals to such amendment have been obtained; provided, however, in any such event, '
the Trustee may decline to adopt any such amendment,, if such amendment materially increases the expenses or responsibility of the Trustee and no
) adequate provision is made to compensate the Trustee for such increase, or if the Trustee would be unable, with reasonable offort, to comply with its duties as to be amended.
5.2 Addlllons__.to_JJ.ua ts. From time to time prior to the termination of any Trust hereunder, the Authority may make, and the
) Trustee shall accept, additional contributions of funds to such Trust, provided such property is acceptable to the Trustee, to be held hereunder. The making of a contribution by the Authority shall constitute the certification of the Authority that all necessary consents and approvals to such contribution, if any are required, have been obtained. ) 5.3 He. turn _o LEKCess_Eunds. From time to time prior to the termination of any Trust hereunder, the Authority may determine that the funds in such Trust exceed the amount required for the Decommissioning Costs of the related Plant. Upon delivery of a written certification of the Authority to the Trustee stating that an ux> Jn t in a Fund is not ) needed to pay the Decomissioning Costs of the reisted Plant, specifying i
0 the amount and the Trust or Trusts involved, and requesting payment of such excess amount, and upon the delivery of an appropriate concurrence of the Consulting Engineer that the amount in the Fund is not needed to , g pay Decommissioning Costs of the related Plant, the Trustee shall distribute euch excess amount to the Authority. The delivery of such a certi ficate by the Authority shall constitute the certification o the Authority that all necessary orders, consents and approvals 9 such distribution have been obtained. i 5.4 Na_lransierab.Llity_o_f Irtierest - in Any Trust. The 3 interest of the Authority in any Trust hereunder is not transferable, whether voluntarily or involuntarily, by the Authority, nor subject to the claims of general or secured creditors of the Authority; provided, ; however, that any credltor of the Authority as to which a Disbursement , Certificate for a Trust has been properly completed and submitted to the g Trustee may assert a claim directly against such Trust in an amount not ' to exceed the lesser of the amount specified in such Disbursement Certificate or the amount of such Trust then available to pay ; Decommissioning Costs. 5.5 No_ Author.Lty __to_ Conduct _ Business. The purpose of this g Trust Agreement is limited to the matters set forth herein and this Agreement shall not be construed to confer upon the Trustee any authority to conduct business. ARTJCLE.11 JEfWlMIl0N O 6.1 J.ime_o f_Termina t ion. Each separate Trust hereunder shall continue until terminated upon the first to occur of the following events: (a) Upon the substantial completion of the decommissioning of the Plant for which a separate Trust is created and named hereunder, as evidenced by written certifIcatlons of such substantlal completlon 3 executed by the Authority and delivered to the Trustee. (b) Upon the sale or other dispositlon by the Authority oI its interest in the Plant for which a separate Trust is created and named : hereunder, as evidenced by a wriiten certification of such sale or other O disposition executed by the Authority and delivered to the Trustee, provided, however, that such certifIcatlon shalI direct the Trustee as to distribution of the Trust Funds, whether tt, the Authority or to or for the benefit of the entity succeeding to the Authority's interest in the Plant. (c) Upon the distribution for the purposes of such Trust as 3 provided herein of all or substantially all of the assets and property then held by the Trustee in a separate Trust created and named hereunder. (d) Upon the decision of the Authority to terminate any separate Trust or the Trusts, because the Trust or Trusts are not needed , for the payment of the Decommissioning Costs of the Plant . or Plants as D
I k evidenced by written cortifIcations executed by the Authority and by an appropriate concurrence of the Consulting Engineer, and delivered to the Trustee. In such event, all Trust Funds shail be delivered to the , Authority or to such other entity or trust as directed by the Authority. The termination of any separate Trust hereunder shall not affect nor cause the termination of this Trust Agreement or any other separate Trust hereunder, and this Trust Agreement shall terminate when all of the separate Trusts hereunder have terminated and al! assets held by the
)
Trustee hereunder have been distributed. 6.2 plaitibullon__.of T1us1_._Attelshatalution. Upon termination of each separate Trust hereunder, the Trustee shall distribute the entire romalning amount of and all assets then held by it in such Trust, if any, including all accrued, accumulated and
) undistributed net income, to the Authority, or as the Author I ty may direct.
6.3 Collificailon__by Auth0Ll.ty . In addition, any cortificatlon by the Authority to the Trustee hereunder shalI direct the Trustee under which of the preceding subparagrapiis a termination has or
)
is about to take place, shall request the Trustee to make a termination distribution hereunder and shall direct the Trustee as to the delivery of any property to be distributed; it being understood and agreed by the i Authority that the Trustee shall be under no duty or obilgation to I inquire into or determine when and if a termination has occurred hereunder and that the Trustee shall make any terminating distribution !
)
only in reliance upon the Authority's certification. 6.4 00Alinuallon of Trust For Windina Uo. After the termination of any separate Trust or of all of the Trust Funds, and for the purpose of liquidating and winding up its af fairs, the Trustee shall continue to act as such until ita dutles have been fully performed. Upon s the distribution of all of the Trust Estate for the purposes of this / Trust, or to the Authority, and the payment and discharge of all debts, liabilities and obilgations of the Trust Agreement, the Trustee shall i have no further duties or obligations hereunder. l l MlI1CLE_YLI j GENERALPROVI.SIONE_RELATED_IO THE_IRUSIEE 7.1 MKnagement__ol_Itus t Propetty. The Trustee shall hold, manage, invest and reinvest the Trust Property and shall accumulate in the Trust and prorata in each separate Trust all net income, after payment of expenses and other disbursements as herein provided, f rom the
)
Trust and add the same to the principal upon the receipt thereof. The Trustee accepts and undertakes to discharge the Trusts created by this Agreement, upon the terms, provisions and conditions hereof. 7.2 Compensa11on_o.f__I.tuales. The Trustee shall receive as its compensation for its services hereunder those amounts as set out and
)
agreed to in a letter of even date herewith from the Trustee to the _9- i
)
) Authority aigned by the partles hereto. Such compensation may be adjusted from time to time in the future in such amounts as may be agreed upon in writing by the Trustee and the Authority. 7.3 rayson L o.f_ Expenses of Admin [straM00 Subject to the written approval of the Authority, which shall not be unreasonably withheld or delayed, the Trustee shall be authorized to make payments f rom the Trust Estate of all administrative costs reasonably incurred by it in the performance of its duties under this Agreement including, but
) riot limited to, Trustee's fees, legal, accounting and actuarial expense, reasonable out-of-pocket expenses and other incidental expenses incurred by the Trustee in connection with the administration of this Trust and each 9eparate Trust. The Trustee is also authorized to make payments from the Trust Estate of all administrative costs Incurred by or on behalf of the Authority including, but not Iimited to, the fees and .) expenses of accountants, actuaries, attorneys, consulting engineers, investment Managers, and other consultants, advisors and agents, general administrative fees and costs, and any other fees and expenses determined by the Authority to be appropriate for payment from the Trusts, upon written request from the Authority, or to reimburse the Authority therefor upon its written request. All such administrative expenses of a general nature shall be allocated proportionately among the Trusts )
established hereunder, and the Trustee shall maintain such records as are necessary to reflect the allocation of costs and expenses in accordance with this Section. 7.4 Einanci a LS t a t ement sJccouni s_and_Bep0fli . The Trustee
) shall keep accurate and detailed records and accounts of all investments, receipts and disbursements and other transactions hereunder and all accounts, books and records relating -thereto shall be open to inspection and audit at all reasonable times by any person designated by the Authority.
)
7.5 EinanciatLEtatements. The Trustee shall furnish monthly ' tinancial statements for each Trust to the Authority not later than the seventh (7th) business day of the following month, or at such other less frequent interval as the Authority may require. The financial statements shalI show the financial condition of the Trust, including withou'. limitation, the market value of the assets, and the receipts, incmoe, I expenses, disburaments and other transactions of each Trust far the period since the preceding statement. Any such financial iatement may be approved by the Authority by written notice to the Trustee or by failure to object to such financial statement within six (6) months of l the delivery of the annual audit of the Authority. The approval of any such financial statement shall constitute a full and complete discharge
' of the Trustee as to all matters set forth in such financial statement; provided, however, that the foregoing shall not relieve or absolve the Trustee from any liability associated with a failure to perform its fiduciary responsibilities. The financial statements of the Trusts shall be audited annually by the independent cartified public accountanta then employed by the Authority or by other independent certified public accountants selected by the Authority for such purposes, and the Trustee i
agrees to make available and furnish such information as may be required for such audit and to cooperate fully therein.
)
7.6. Jan Info.rsailon._Raiurns and 0.ther amantis. The Authority represents to the Trustee that it believes the Trusts are exempt from taxes under current law and regulations. However, the Trustee agrees to prepare or cause to be prepared such income or other tax information returns and reports as may be required from time to time, and shall provide copies thereof to the Authority in advance of their
) filing for review by the Authority. The Trustee shall provide to the Authority all statements, documents, lists, or other in forma t ion reasonably requested by the Authority. The Trustee shall also sign all such information returns which may be required and file them or cause them to be filed with the appropriate government agencies. The Trustee shall cooperate with all requests made by regulatory agencies and ehall )
provide copies to the Authority in advance Of all information submitted to regulatory agencies. At the Author i ty's request , the Trustee shall testify with respect to the Trusts and the Trust Fund in proceedings before regulatory agencies. 7.7 Iransacilons w]1h ThLtd Parties. No person or
) organization dealing with the Trustee hereunder shall be required to inquire into or to investigate its authority for entering into any ;
transaction or to see to the application of the proceeds of any such ! transaction. 7.8 Exonerailon_tr_om_ Bond _and.__Cour.t_ Returns. The Trustee shall not be required to give bond or surety and shall not be regulrad to f file any inventory or appraisal or any annual or other returns or reports x ' with any court whatsoever; provided, however, that the Trustee shall furnish the financial statements and reports to the Authority as provided in SecAlons 7.5 and 7.6. I 7.9 RemovaLof_truales. The Authority may at any time remove the Trustee then serving and appoint a successor Trustee by instrument in writing signed by the Authority and delivered to the then serving Trustee, which instrument shall designate and appoiri the successor Trustee and which shall be of fective no later than sixty (60) days f rom the date thereof or upon such shorter notice as may be designated by the I Authority to the Trustee, provided that the successor Trustee has signified its acceptance of such appointment by instrument in writing delivered to the Authority and the then serving Trustee. Any Trustee so removed shall promptly deliver all property then held by it hereunder to the successor Trustee so appointed and shall thereef ter be relieved of any further duties and obilgations hereunder. 7.10 ResignatlofL_of Trustee. Any Trustee then- serving hereunder may at any time resign upon sixty (60) days' notice, or upon such shorter notice as may be acceptable to the Authority, by an instrument in writing, signed by it and delivered to the Authority, and such resignation shall become effective upon the appointment of the i qualified successor Trustee by the Authority as provided herein. O 7.11 Appointestit__of__SucceskoL_ Ituales. In the event the Trustee should so resign, then the Authority shall appoint a successor Trustee, by Instrument in writing, signed by It, and delivered to such successor and to the Trustee. Should the Authority fall or refuse within ninety (90) days so to appoint such successor, then such successor may be appointed by order of the Superior Court of Fulton County, Georgia, upon application of the Authority, or the then serving Trustee or of any person interested in the Trusts. 3 7.12 Accep tance__ol_AppolttimenL_by__Succes so r Trustee. Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall deliver one counterpart thereof to the Authority and, in case of a resignation or removal, to the retiring Trustee. Thereupon such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, 3 powers, trusts, and dulles of its predecessor in the Trusts hereunder with like effect as if originally named Trustee herein; but the retiring Trustee shall nevertheless, when requested in writing by the successor True(ee or the Authority, and upon payment of lawful charges and disbursements then unpaid, if any, execute and deliver an appropriate instrument or instruments conveying and transferring to such successor 3 Trustee upon the trusts herein expressed, all the estates, properties, rights, powers, and trusts of such retiring Trustee, and shall duly assign, transfer, and deliver to such successor Trustee all property and money held by it hereunder. 7.13 ) Successor Trusles. No successor Trustee required to inquire into or audit the acts or doings of any predecessor shall be Trustee or to make any claims against any predecessor Trustee, and any successor Trustee shcIl have and may exercise any and all of the powers, privileges, immunities and exemptions herein conferred upon the original Trustee as fully and to the same extent as if such successor originally had been named as a Trustee hereunder. 7.14 Hell anca_on_Et atemertt__by _ T r uslee . Any person dealing with the Trustee shall be fully protected in relying upon the Trustee's corti fIcate that it has authority to take any action under this Trust Agreement. 7.15 App u cation _Q1_ money _pa ld _oL_ttanalat t.ed_to._Itua tes . No person dealing with the Trustee shall be required to follow the application by the Trustee of any money or property which may be paid or transferred to the Trustee. 7.16 Euture_ Orders. The Authority shall promptly advise the 3 Trustee in writing of the existence 44 any Future Orders having the effect of imposing new or different responsibilities on the Trustee under this Agreement. )
)
~
) 7.17 Cetialn Du t l es_and_Bespons i b i l i t l es_o f _thaltuales . (a) In the absence of bad falth on iis part, the Trustee may ) conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall have no duty to examine the same to determine whether they conform to the requirements of this Agreement unless the representative of the Trustee ) involved with the certiflente in questlon has actual knowledge that any statement made therein is not true. (b) No provision of this Agreement shall be construed to relieve the Trustee f rom liability for its own negligent action, its own negligent fallure to act , or ita own wllIful misconduct, except that
- 7) (i) this Subsection shall not be constructed to limit the effect of Subsection (a) of this Section; (ii) the Trustee shall not be liable for any er ror of judgment made in good faith by a responsible of ficer of Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts or was otherwise negligent in making the judgment; and (Ill) no provision of this Agreement shall require the
)- Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
7.18 CertahtRishis_oLItus. tee. Except as otherwise provided ^) H Oection 7.17 hereof: (a) Any request or direction of the Authority mentioned herein shall be sulficiently evidenced by a written request or direction signed, prepared or furnished by an authorized representative of the Authority or
) a verbal or telephonic request or order confirmed within a reasonable time by such a written request or direction, and any action of the Board of Directors of the Authority may be sufficiently evidenced by a certificate of the Authority's secretary or an assistant secretary; (b) Whenever in the administration of any Trust created under ) this Agreement the Trustee shall deem it desirable that a matter be proved or established prior to taking, suf fering or omitting any action hereunder, the Trustee (unless other evidence be herein specifleally prescribed) may, in the absence of bad faith on its part, rely upon the certificate of an authorized representative of the Authority; )
(c) The Trustee may consult with legal counsel and the written advice of such counsel or any opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or omitted by it hereunder in good faith and in reliance thereon; and (d) The Trustee shall be under no obligation to exercise any of
) the rights or powers vested in it by this Agreement at the request or
-- -. - - - . - - . - . . -. - _ . . - _ _ ~ . - - .
i } direction of the Authority pursuant to this Agreement, unless the ; Authority shall have offered to the Trustee reasonable security or ! Indemnity against the costs, expenses and liabilities which might be l 3 incurred by it in compilance with such request or direction. ARUCLE.. Yl I l tjMITATIONS ON AW DIRECTIONS TO TMSTEE AS TO IWESTENTS l 8.1 Inym61eept by Direction of Authority. Anything herein to I the contrary notwithstanding, unless and until otherwise instructed by , the Authority, the Trustee shall invest and reinvest all of the Trust Property as directed by the Author!ty. Ti,w Authority shall, by , appropriate certificate signed by it and delivered to the Trustee, l provide the Trustee with written notice of its of ficers, employees and , agents who are authorized to direct- the acquisition, retention and disposition of the investments hereunder, and the Trustee shall be 3 protected in relying on all directions and instructions received from any i r such person or persons. To the extent the assets of the Trust Funds have , not been invested at the direction of the Authority on any given day, tbs i Trustee shall invest such uninvested assets as the Authority may direct in writing. The Authority and the Trustee shall establish appropriate
- 3 systems, guidelines and procedures in order to ef fectuate such handling of Investments hereunder, 8.2 LinLiallona_on__lny_ealments. Investments under this Trust Agreement shall be limited to those permitted f rom time to time to be made the State of Georgia or its political subdivisions with public !
funds. The Authority intends to establish policies, procedures, - )- guidelines and restrictions for handling investments under this Trust, which It may f rom time to time modify, change or supplement by written direction to the Trustee. To the extent permitted by applicable law, the Authority mty, by notice to the Trustee, expand, contract or otherwise e change the investment policy. Investments under this Trust Agreement ) shall include the following described assets and securities and any other assets and securities described in an opinion of counsel as permitted ' investments of the 't:tc of Georgia or its political subdivisions for public fundt, provided by the Authority to the Trustee from time to time: > t (a) Obligations of the State of Georgia or of other states; ) (b) Obligations issued by the United States government; > (c) Obligations fully insured or guaranteed by the- United States government or a United States government agsney; (d) Obligations of any corporation of the United States ) government; , (e) Prime banker's acceptances; (f) The local gove rrw.n t investment pool established by y 0.0.G.A. 6 36-83-8;
. . , , , . . , . , , ., k, r,.. =--a-
h (g) Repurchase agreements in any of the obligations described in paragraphs (b), (c) and (d) above; [ l and (h) Obligations of other politicial subdivisions of this state; j (l) CortifIcates of deposit of banks which have deposits insured by the Federal Deposit Insurance Corporation; provided, however, that the portlon of such cortifIcates of deposit in excess of the amount
) insured by the Federal Deposit Insurance Corporation, i f any, shall be secured by direct obligations of the State of Georgia or the United States which are of par value equal to that portion of such certificates of deposit which would be uninsured. ) Notwithstanding anything to the contrary herein, the Trustee shall not acquire or hold securities or other obilgations of the l Authority, or any other owner or operator of the Plants, or any of the af filiates as defined in the Investment Company Act of 1940, as amended, unless they are securities or other obligations of a state government. )
8.3 Cettsin_ Dull.es of Rutee_na to Autheti.ly A m ted Iny_aslments. So long as the Authority is directing the investments hereunder, the Trustee shall have no duty or obligation to make any recommendstlons with respect to the acquiaitlon, retentlon and ; disposition thereof, and'shall have no liability or responsibility to the ' Authority or the Trusts for acting on the direction of, or for failure to
) act in the absence of direction from, the Authority. However, the i Trustee shall review the transactions of the Authority and the Trust !
Funds on a daily basis for the purpose of determining whether any assets ) acquired or to be acquired are permissible investments under the ' guidelines established by the Authority for the Trust Funds or the provisions of Sectlon 8.2 hereof , as from time to t ime modi f led , and i
)
shall notify the Authority within one (1) business day by telephone, confirmed in writing, If It determines as a result of any such dally review that an investment is not permitted under either the guidelines established for the Trust Funds or the provisions of Section 8.2 hereof. i 8.4 AppointmenLol._lnwes.tmenLMenage.t . The Authority shalI have the right from -time to time to appoint and remove one or more
) !
Investment Managers for any Trust held hereunder and to direct the segregation of any part or all of any such Trust into one or more accounts to be known as "invatment manager accounts" and, if it does so, it shall appoint an individual, partnership, association or corporation l as investment Manager to direct, on Ita behalf, the portlon of any Trust so segregated. Written notice of any such appointment and/or removal shall be given to the Trustee and the investment Manager so appointed. 1 The appointment shall be accomplished using an investment manager agreement signed by the Authority and the investment Manager and-acknowledged by t ie Trustee. As long as the Investment Manager is acting, the investment Manager shall have full authority, on behalf of the Authority, t( direct the investment (including the acquisition, ,
) .-
D retention and disposition of investmots), subject to the limitations set forth in Section 8.2 hereof, of the asets and securities f rom time to time of the investment manager account being managed by the Investment 3 Manager, and except as otherwise set forth herein, the Trustee shall have no duty or obilgation to review the assets f rom time to time comprising such investment manager account, or to make any recommendations with respect to the acquisition, retention and disposition thereof. The Trustee shall have no liability or responsibility to the 3 Authority or the Trusts for acting on the direction of, or for f ailure to act in the absence of directions f rom, the investment Manager for any ; investment manager account. The Trustee may assume that sny investment ; manager account previously estabilshed and the appol.itment of any investment Manager for that account continues in force *.sntil receipt of 1 written notice to the contrary f rom the Authority. P9nding receipt of directions from the Investment Manager, any cash received b the Trustee 3 from time to time for any investment manager account shal be invested i upon receipt in Investments f rom which such cash (including any earnings j thereon) may be withdrawn on a daily basis. So long as the Investment Manager is directing the investments in an investment manager account, the Trustee shall have no duty or obligation to make any recommendations ) with respect to the acquisition, retention and disposition thereof, and shall have no liability or responsibility to the Authority or the Trusts for acting on the direction of, or for failure to act in the absence of direction from, the investment Manager. However, the Trustee shall review the transactions of the investment Manager and the Trust Funds on a daily basis for the purpose of determining whether any assets acquired ) or to be acquired are permissible investmente under the guidelines established by the Authority for the Trust Funds or the provisions of Section 8.2 hereof, as f rom time to time modlfled, and shalI notify the Authority and the Investment Manager within one (1) business day by telephone, confirmed in writing, if It d?termines as a result of any such daily review that an investment is not permitted under either the guidelines established for the Trust Funds or thc provisions of Section ) 8.2 hereof. The Trustee shall advise the Investment Manager of information it receives from an issuer or similar source regarding calls, redemptions, purchase of fers and similar matters relating to assets held - in any Trust hereunder. The Authority will indemnify the Trustee and ; hold It harmless f rom any liabllIty or expense in connectlon with or arising out of (l) any action taken or omitted or any investment of the ) investment manager account made by the Trustee at the direction of the Investment Manager, or (ii) any action taken by the Trustee pursuant to notification of an order issued by an Investment Manager to purchase or selI securitles directly to a broker or dealer under a power of attorney ) ARI1CLE_1X IBUSIEE'S POWEBS 9.1 Poweta_o.f_ihe Truaine, in the management, care and disposition of this Trust, the Trustee hereunder, subject to the specific provisions hereof, shall have the power to do all things and to execute such instruments as may be deemed necessary or proper, including, but not )
) limited to, the following powers, all of which may be exercised without order of or report to any court: ) . (a) To invest and reinvest all Trust Property as directed by the Authority in such securitles and investments as the Authority specifies; (b) To sell, exchange or otherwise dispose of any property at any time held or acquired under this Trust, at public or private sale,
) for cash or on terms, without advertisement, including the right to lease and to grant options to buy for any term notwithstanding the period of the Trust; (c) To retain for investment any property transferred to any Trust by the Authority, without regard to any law now or hereaf ter in j ) force limiting the investments of fiduciaries, and the Trustee shall be '
under no obilgation to diversify the investments of the Trusts; (d) To collect, receive and hold any and all money and other property of whatsoever kind or nature due to or owing or belonging to a Trust; I
'e) To vote in person or by proxy and to agree to or take any.
other action in regard to any reorganization, merger, consolidation, liquidation, bankruptcy or other procedure or proceeding af fecting any i stock, bond, note or other security held hereunder; 3 (f) 'o register any stock, bond or other security in the name of any nominee, without the addition of words indicating that . such security is held in a fiduciary capacity; but accurate records shall be maintained showing that such security is a Trust asset, and the Trustee shall be responsible for the acts of such nominee; (g) Subject to approval of the Authority, to employ, retain and remove attorneys, accountants, insurance consultants, custodians, engineers and other agents, I f such employment be deemed r.ecessary, and to pay reasonable compensation for their services; 4 (h) To compromise, settle or adjust any claim or demand by or against the Trusta, and to a0ree to any rescission or modification of any contract or agreement affecting the Trusts; (1) To perform any act authorized, permitted, or required under any instruments relating to or forming a part >f the Trust Estate whether in _ the nature of an approval, consent, demarJ, or notice thereunder or otherwise, unless such act would require the consent of the Authority in accordance with the express provisions of this Agreement; (j) To do and perform any acts or things and only those acts or things necessary or appropriate for the conservation and protection of the Trust Estate.
D ARUCud MISCELLAE00S fRQY.lS.lDNS 10.1 HeadlRes. Ali Atticle and S6ction headings set iorth in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement for any other purpose and shall not be taken as in any way limiting or interpreting any Section or Subsection of this Agreement. 3 10.2 SevatablLLly, in the event any provision of this Agreement or its application to any person or in any circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be af facted thereby, and each provision of this i 3 Agreement shall be valld and enforced to the fullest extent permitted by law. 10.3 Governing._ Law. This Agreement is entered into and executed in the State of Georgia, and all questions pertaining to its validity, construction and administration shall be governed by and 3 determined in accordance with the laws of the State of Georgia, j 10.4 Notices. All written notices required to be given by this Agreement shall be deemed to have been proserly given if delivered by hand or when mailed by registered or certif ed mail, return receipt requested, postage prepalu, to the parties hereto as follows: ) LLto_1hn_.Aulholily: Municipal Electric Authority of Georgia 1470 Riveredge Parkway Atlanta, Georgia 30328-4640 ) Attention: Mr. Oliver Huff If to the Tru11te: The Citizens and Southern National Bank ) Sulte 700 33 Worth Avenue Atlanta, Georgia 30399 Attentlon: Corporate Trust Department or at such other address or addresses, or to the attention of such other )- person or persons, as the Authority or the Trustee may hereaf ter notify the other party in accordance herewith. 10.5 ElecaLYeat. The fiscal year of the Trust shall end on December 31 of each year. )-
)
O 10.6 Successors _and_ Asalgos. Subjeet to the provisions oi Sections 5.3, 7.9, 7.10, 7.11 and 7.12, this Agreement shall be binding upon and inure to the benefit of the Authority, the Trustee, and their 3 respective successors and assigns. 10.7 Counterpat.ts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 3 IN WITNESS WHEREOF, the Authority and the Trustee have each hereunto caused their respective corporate names and seals to be af fixed and this Agreement to be executed and delivered by and through their duly-authorized of ficers, all as of the ef fective day and year first above written. MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA 3 W. Te Y -dir W A //
/
Attest _ d. Its: Assistant Secretary-TJp,3 surer Secretary 3 (CORPORATE SEAL) THE ClTlZEN AND SOUTHERN NAT10NAL BANK By: er) ~ p i
,, 'sn. viet entsiotMt m/
Attest: 64 , cst &w its: M "' ___ _ _. [ CORPORATE SEAL] D 4195h D D
. . . _ . = . - -- . - - - - - _ _ _ _ _ __
e j C) I EXHIBIT 1 DISBURSEMENT CERTIFICATE -() l I The Citizens & Southern National Bank Suite 700 33 North Avenue () Atlanta, Georgia 30339 Attn: Corporate Trust Department RE: Decommissioning Trust Agreement No. 2, by and between Municipal Electric Authority of Georgia
- and The Citizens & Southern National Bank, as O Trustee, dated as of __, 1990, effective January 1, 1990 The undersigned hereby certifies pursuant to Section [
4.l(a) of the aforementioned Trust Agreement (the " Agreement"): i () 1. The undersigned is a representative and officer of t Municipal Electric Authority of Georgia (the " Authority") authorized to give this certificate.
- 2. The Authority has been required-or has determined !
to commence the decommissioning of the Plant Unit No. __, and a C) resolution of the Authority authorizing the commencement of : such decommissioning has been duly adopted by the Authority, and a copy of such resolution is attached hereto or has previously been furnished to you'and remains in effect.
- 3. ;
The amount shown on the schedule attached hereto have been incurred for Decommissioning Costs, as such term is () defined in the Agreement. , In accordance with Section 4.l(a) of the Agreement, the Authority hereby directs payment of the amounts shown on ' the schedule attached hereto to the payees shown-thereon. O Given this day of , . MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA O By:
Title:
r 4196h , O 0 ; i
9 * . l ) I i EXHIBIT 2 WITHDRAWAL CERTIFICATE l The Citizens & Southern National Bank Suite 700 33 North Avenue Atlanta, Georgia 30339 , Attn: Corporate Trust Department ' RE: Decommissioning Trust Agreement No. 2, by and between Municipal Electric Authority of Georgia ,
) and The Citizens & Southern National Bank, as-Trustee, dated as of __, 1990, effective January 1, 1990 The_ undersigned hereby certifies pursuant to Section l 4.l(b) of the aforementioned Trust Agreement (the " Agreement"): ! ) 1. The undersigned is a representative and officer of Municipal Electric Authority of Georgia (the " Authority")
authorized to give this certificate.
- 2. The A nhority has been required or has determined to commence the decommissioning of the Plant Unit No. __, and a 3 resolution of the Authority authorizing the commencement of ,
( . such' decommissioning has been duly adopted by the Authority, and a copy of such resolution is attached hereto or has previously been furnished to you and remains in effect. , j
- 3. !
The amounts shown on the schedule attached hereto have been actually paid by the Authority to the third persons # l shown thereon for Decommissionino Costs, as such term is defined in the Agreement. ' In accordance with Section 4,1(b) of the Agreement, . the Authority hereby directs reimbursement of the amounts shown ) on the schedule attached hereto to the Authority. i Given-this day of _, . MUNICIPAL ELECTRIC AUTHORITY-OF GEORGIA
):
By:
Title:
4197h
) ?
l l () 1 I l SCHEDULE A MEA 0 DECOMMISSIONINO TRUST NO. 2 O PLANT EDWIN I. HATCH , O UNIT ONE - PROJECT ONE SCHEDULE OF ASSETS , f PAR MATURITY O' __ AMOUNT. RATE DESCRIPTION DATE YIELD COST 2,500,000.00 7.650 FED HOME LOAN BK BONDS O2/25/91 7.6500 2,500,000.00 , 5,000,000.00 8.250 ~US TREASURY NOTES 11/15/94 7.7510: 5,214,835.58 j 182 639.37 CASH 18,639.37 0 .7, sis,ss9,37 TOTALS 7,733,474.95 O l O O o. 4 0 i a
) ; SCHEDULE 8 i ) MEA 0 DECOMMISSIONING TRUST No. 2 ! PLANT EDWIN I. HATCH j i i t ) UNIT TWO - PROJECT ONE. SCHEDULE OF ASSETS ) PAR MATURITY AMOUNT RATE DESCRIPTION DATE XIELD COST 2,800,000.00 7.375 US TREASURY NOTES 02/15/91 7.4030 2,797,788.00 8 5,000,000.00 10.350 FED HOME 10AN BK BONDS 08/25/92'10.2350 5,028,125.00 264,491.55
- CASH 264,493.55 ,
) 8,064',491.55 TOTALS 8,090.404.55 l ) i ) c
O SCHEDULE C MEAG DECOMMISSIONING TRUST NO. 2 O ptANT ALvIN w v0aTLE ) UNIT ONE - PROJECT ONE SCHEDULE OF ASSETS PAR MATURITY AMOUNT BATE DESCRIPTION _DATE. YIELD COST
)
J2953,781.37 CASH Ja 963,781,12 1.C53,781.37 TOTALS 1,953,781.37 O UNIT ONE - PROJECT FOUR SCHEDULE OF ASSETS O PAR MATURITY AMOUNT RATE DESCRIPTION DATE YIELD COST 385,000.00 7.376 US TREASURY NOTES . 02/15/91 7.3930 384,789.45 200,000.00 8.050 FED HOME LOAN BK BONDS 02/25/93 8.0469 200,000.00 0 212t098.96 CASH _212.098.96 797,098.96 TOTALS 796,888.41 O O O
I
+
O i
)
I SCHEDULE D O MEAO DECOMMISSIONING TRUST NO. 2 PLANT ALVIN W. VOGTLE l
)
D : UNIT TWO - PROJECT ONE SCHEDULE OF ASSETS . PAR MATURITY + AMOUNT DESCRIPTION DATE _ YIELD COST BATE i r D CASH 1,13_S a_ _526.08 J213Sa 526 20_8 1,135,526.08 TOTALS 1,135,526.08 D l l UNIT TWO - PROJECT FOUR ) SCHEDULE OF ASSETS PAR MATURITY AMOUNT RATE DESCRIPTION ___DATE YIELD COST D-4 1 3 , 1_4 L 5_4 CASH , 413,142.54 413,142.54 TOTALS 413,142.54 )_ ) D
O~ MUNICIPAL ELECTRIC AUTHORITY OF OROOMMA 1470 Rweredge Parkwsy. Atlanta, Georgia 30328-4640(404) 952 !445 b I 1 June 26,'1990 , O Director, Nuclear Reactor Regulation I United Statea Nuclear Regulatory cannission O washington, D.c. 20sss ! RE: Municipal Electric Authority of Georgia , Certification of Financial Assurance Fbr Deconnissioning Fdain I.' Hatch Nuclear Plant units 1 and 2, Docket Nos, 50-321 and 50-366. O Dear Sira Pursuant to the requirements of 10 C.F.R. S 50.7s(b), on behalf . of the >bnicipal Electric Authority of Georgia, I hereby certify that financial assurance for decommissioning. each of the two Plant Hatch O units, on the current expiration date of each unit's operating . license, will be provided by one or more of the funding methods ' described in C.F.R. S 50.75(e), in an amount at least equal to
$81,001,000 for Plant Hatch Unit 1 and S95,621,000 for Plant Hatch Unit 2 adjusted in accordance with the Plant Hatch Deconnissioning Funding Plan filed with the NRC.
O Very truly yours, w 3 jJ >>_ } l1 "M
-~Asj \
w ,w . l m Donald L. Stokley V President and Genera Manager l I l 0 : 1 1 1 i ) i 0 l
10 - - ' i t RESOLUTIONS OF 0- THE flTT OF DALTOM I, Faye L. Martin
, do hereby certify that I as O City Clerk of The City of Dalton, a municipal political j subdivision of the State of Georgia, and that the resolutions- ;
described below were duly adopted at a meeting of the City $ 0 council on July 23 , ippo , . IN WITNESS WHERROF, I have hereunto signed my name and i affixed the seal of The City of Dalton this 24th day of July ' , O 1990. .
- City Clerk of Trie City of Dalton 4 .
0 i wuRasAs, The City of Dalton presently owns a portion of ' [ nuclea:c power facilities at Plants Hatch and Vogtle ' subject to l nuclear facility operating licensos and the regulations issued by O the United States Nuclear Regulatory Commission ("NRC"); and j WHEREAS, the regulations of the NRC require that a ' l holder of a license to operate a nuclear. power facility provide assurance that funds will be available when needed for certain j i radioactive decommissioning activities; and 1 WHEREAS, The City of Dalton has elected to establish.an escrow account (a trust fund) to provide its portion of the radioactive decommissioning costs attributable to its ownership interests in Plants Hatch and Vogtle, and such other nuclear D-power facilities in which The City of Dalton may acquire an ownership interest in the future. 3 I
9 NOW, THEREFORE, IT IS I ) l RESOLVED That the appropriate members of the City's Board of Water, Light and Sinking Fund. Commissioners are hereby
) authorised to establish an escrow account (trust fund), or such other funding methods acceptable to the witC, for providing j l financial assurance of the availability of funds for the payment ,
) of its portion of the radioactive' decommissioning costs i associated with any unit of a nuclear power facility in which The 3 City of Dalton may have an ownership interest and be licensed to operate by the NRC; and l RESOLVED FURTHER: That the appropriate members of the i City's Board of Water, Light and Sinking Fund Comudssioners are l hereby authorised to enter into one or more escrow [ trust) ; 1
- agreements with one or more commercial banks for the establishment of a fund for radioactive decommissioning of The 1
City of Dalton's nuclear power facilities; and I 1 RESOLVED FURTHER: That the appropriate members of the
- city's Board of Water, Light and Sinking Fund Commissioners are hereby authorized to cause such contributions to be made to the escrow [ trust) funds from time to time as may be required or
- l permitted by the NRC to fund the radioactive decommissioning
- costs of The City of Dalton's nuclear power facilities; and i
2 l 1 m ~ _ _ , . - ,.._.,,,.y.,__,_,_,.,_m..,-,....
.,.__._.,n,_,._w._.___ _
, , , , _ . _ . _ . . , _ , _ , ...-_,,,.m.,_.., -.-m,--.
); *.
o RESOLVED FURTHER: That the appropriate members of the
)
City's Board of Water, Light and Sinking Fund Comunissionere are hereby authorised to file with the NRC, prior to July 26, 1990, and from time to time, such plana and other documents, as may be
; required by the NRC, describing the arrangements for funding the radioactive decouaissioning of The City of Dalton's nuclear power facilities upon the termination of the applicable operating > license; and RESOLVED FURTHER: That the appropriate members of the i City's Board of Water, Light and Sinking Fund Comunissioners may approve such changes, amendments, or modifications to the escrow (trust) agreements, radioactive decommissioning plans and other 4
documents as may be necessary, proper, or desirable in order to ensure that The City of Dalton remains in compliance with any
- applicable law, order or regulation issued by the NRC; and RESOLVED FURTHER
- That the appropriate members of the City's Board of Water, Light and Sinking Fund Commissioners be, and each of them hereby is, authorized and directed to take all ,
actions necessary or desirable to carry out the intent and i purposes of the foregoing resolutions with respect to the funding of radioactive decommissioning costs, including but not limited i to, executing and delivering all instruments, making all elections, depositing all funds and making all information required available to the NRC. 3
, - - - - - . - - < . , ,,-.-,n.---.-.. .-,.e._ - - - - - . , - . , , - - - - . . .
,-,,~.---...,.,.,....-.----.~,-,-.v.n,--,,,n-,----
) ESCROW AGREEMENT THIS AGREEMENT, is made and entere[ into this Wh day of July, 1990, by and between THE CITY OF~ DALTON. a municipal political subdivision.of the State of Georgia, acting through.its Board of Water, Light and Sinking Fund Commissioners, and Citizen 4 and Southern Truu Compant/ (Georgit), N. A. as Escrow Agent (hereinafter referred to as " Escrow Agent"), g WITNESSETH t WHEREAS, The City of Dalton has an ownership interest in-the-
) Edwin I. Hatch Nuc? ear Plant Units 1 and 2 (" Plant Hatch"), located ;
in.Baxley, Georgia, and the Alvin W. Vogtle Nuclear Plants Units 1 i and 2 (" Plant Vogtle'), located in Waynesboro, Georgia, which are j also co-owned by the Georgia Power Company, Oglethorpe Power l Corporation and the Municipal Electric Authority of. Georgia as set ; f orth in Exhibit A, attached hereto and incorporated herein by t reference; WHEREAS, The City of Dalton as a co-owner of Plants Hatch and i Vogtle is a co-licensee under Nuc?. ear Regulatory Commission ("NRC") regul~aTions and therefore subject to NRC regulation; i
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WHEREAS, NRC regulations provide that The City of Dalton as a co-licensee of Plants Hatch and Vogtle is required to provide assurance prior to July 26,, 1990, that certain miniacm funds will
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de placed outside the administrative control of The City of Dalton and dedicated to the purpose of decommissioning the radioactive pottions of the Plants when their operating licenses expire; i WHEREAS, The City of Dalton has elected to satisfy NRC regulations by the method of purchasing bonds and placing them in the custody of an escrow agent; WHEREAS,-The City of Dalton desires Escrow Agent to act as an escrow agent in accordance with the terms and conditions of this Agreement; and
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WHEREAS, the Escrow Agent is willing to act as escrow agent i in accordance with the terms of this Agreement; l 3 NOW THEREFORE, for and in consideration the of mutual i covenants and promises contained herein, the parties hereto agree 3 as follows: Page 2 of 20
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OI + m O ARTICLE I Delivery and Disburs'a_m_ ant O- ,
- 1. App 71ntment- of Escrow Acent. The City ~of Dalton hereby appoints- Escrow' Agent to act; as escrow agent in accordance with and O
s".bject to the terms of this Agreement, and the Escrow Agent hereby-accepts such-appointment and agrees;to act-in accordance with-the terms of this-Agreement. Escrow Agent agrees .to hold, invest -and O dispose of the - Escrow Funds in accordance with the terms and i conditions of this. Agreement. i 0-
- 2. Delivery of Escrow Funds. The City 4 of--Dalton has delivered to Escrow Agent the personal property described on -
Exhibit B, attached hereto and' incorporated herein by reference. I The escrow account shall consist of fot.*, 9ecrow Funds, 'one : for each -
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Participating Unit, as shown- on - Exhibit B, which: .shall remain segregated by Participating Unit, for the purpose of funding the _ decommissioning costs of the respective Participating Units.- ' a l '
- 3. ReDresentation'and Warranties by Particioant. The City of s
Dalton _ represents and warrants to the Escrow Agent as follows: i Page 3 of 20 i S: 1 i e
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-(a) The City - of Dalton . has : good,- absolute' and marketable . title to all of the[ personal property deposited-into the' Escrow Funds'and shown on Exhibit-B,
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free and clear of all liens, claims, encumbrances, and restrictions of every kind. I The City'of' Dalton has-the' i complete and unrestricted right, power and authority to ) deposit such personal property 'into the _ Dscrc,w Funds -l pursuant to the Agreement. The delivery of such personal ~ j property to the Escrow Agent is herein contemplated to. j vest in the Escrow Agent good, absolute, and marketable title to all of such personal property, free and clear of
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I all~ liens, claims, encumbrances, and restrictions, except l as provided under the terms'of the agreement. ; l (b) The City of Da'lton has good,. absolute and 1 1 marketable title to all of the real and/or personal property as of the date such property may be substituted -! for or added to the assets of the Escrow Funds during the
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term of thin Agreement and shown on : Exhibit -B of this Agreement, e.nd such property is held subject to no lease, ,
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p mortgage, pledge, lien, chcrge., - security- interest, encumbrance, or restrictions whatsoever. Simultaneous Page 4 of 20 i 1
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r a with the deposit of the properties shown on Exhibit B,- The City of Dalton shall take all steps as may be requisite to vest. in the Escrow Agent good, absolute, and , D marketable title to all of such pzoperty free and-clear -l of-all liens, claims, encumbrances, and restrictions, except av provided under this Agreement. ! D '
- 4. Disbursement of Escrow Funds.
(a) The Escrow Agent shall release the Escrow Fund. D for a Participating Unit to The city of Dalton upon the i 4 presentation of a certificate _ duly executed by an - ! authorized representative of The City of Dalton attesting to the occurrence of the events, and in . the form set forth in the Exhibit C Specimen certificate .of Events, i attached hereto and incori5 orated herein by reference, and upon. presentation of a certification -in the form set-forth in Exhibit D, attached ' hereto and incorporated herein by reference. 1 (b) Upon Escrow Agent receiving ' written-notification of the def ault or disability of The City of
. Dalton from the NRC, . Escrow Agent = h a l l . r e l e a =>c the ,
Page 5 of 20 b- { l
g 0-Escrow Fund of the Participating _ Unit or' Units identified by tho NRC from the escrow account' as the - NRC shall-direct, in writing, to provide for the payment-of the O: costs of the required decommissioning activities covered by this Agreement. h O. (c) During the term of this Agreement, The City of Dal w shall be responsible for any and all insurance - premiums,. personal and real property taxes,-federal and state -income taxes, or any other taxes that may -be-i imposed by any local, state, or federal ' governmental L authority with respect to the property held in the escrow account. i 3: (d) In the event that The City of Dalton shall' l: transfer part or all of its, ownership interests in any - Participating Unit, evidenced.by a. written notification ' to that effect from an authorized representative of The 4 City of Dalton, the Escrow Agent shall release the. respective Escrow Funds in accordance with the written directions of The City of Dalton.
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Page 6 of 20 g, i B _a
1. b B (e) 'In the event'.The City of Dalton determines it has placed funds with - the Escrow ; Agent mistakenly or which are otherwise not required to b.e placed in escrow-D pursuant to NRC ' regulations,- the Escrow Agent shall l release such funds to The City of Dalton upon receipt of D written notification to that_effect-.from an:-authorized representative of The Cityiof Dalton. (f) In the event that this Escrow-Agreement is D-terminated in accordance with section 8 of Article Ill,- ' the Escrow Agent shall release thei- Escrow- Funds in , D accordance with the written directions of an. authorized representative of The City of Dalton. y p-ARTICLE II ' 1 Escrow Account'Manacement D
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- 1. Investments. -In the event:that--the bonds er other time _
deposit investment in any Escrow fund shall ' mature prior' to _the. ] disbursement or termination of such Escrow Fund, the Escrow Agent-shall.. invest and: reinvest the principal and income of such Escrowi Page 7 of 20 b-z,
) l } Pund and keep the Escrow Fund invested as a single fund, without distinction between principal and income, in accordance with- i general investment policies and guidelines which The City of Dalton ) may communicate in writing to the Escrow Agent from time to time, subject, however, to the provisions of this Escrow Agreement; the Escrow Agent shall discharge its duties with respect to the escrow 3 account solely-in the interest of The City of Dalton and with the care, skill, prudence, and diligence, under the circumstances then i
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prevailing, that persons of prudence, acting in like capacity and familiar with such mattera, would use in the conduct of an enterprise of like character and with like aims; except that i securities or other obligations of The City of Dalton, or any other i owner or operator of the Participating Unit (s), or any of their ; affiliates as defined in the Investment company Act of 1940, as I
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amended, shall not be acquiredo 'r held, unless they are securities or-other obligations of a state government.
- 2. Annual Inventory. ~After delivery of the Escrow Funds to the Escrow Agent pursuant to this Agreement,- the Escrow Agent shall, prior to the first day of July of each year, furnish to The City of Dalton a statement confirming the inventory of the property in the; escrow account, including, the maturity values and dates of Page 8 of 20 '
O O maturity and such other identifying information as is included in ! Exhibit B. . i O
-ARTICLE III Terms of Escrow 0 l
- 1. Duties. The Escrow Agent shall have no ' duties or '
3 obligations hereunder except as-expressly set forth herein, shall j
'i be responsible only .for the -performance of such duties: and' a
obligations, and shall not be required to take any action otherwise , than in accordance with the terms hereof.- Except as otherwise O \ provided herein, the Escrow Agent shall not be bound by any' waiver, 'i modification, amendment or supersession of this Agreement,-unless the Escrow Agent's prior writt'en consent shall be first obtained. 9
- 2. Documents. The Escrow Agent may treat as genu'ine and'act ]
in reliance upon any notice, request, consent, instruction, l direction, receipt, document, instrument, certificate, letter, j paper, or other writing in good faith believed by Escrow Agent to be genuine and Escrow Agent shall not be required to investigate the authenticity or authorization thereof or accuracy of any ! Page 9 of.20 :J B 1
I O~ O information contained therein, and Escrow Agent may assume that any person purporting to give the. same has b'een duly authorized to do so and that the same is properly made or given. The Escrow Agent-O may rely upon any order, judgment, certification, demand, or other vriting delivered to it hereunder without being required to determine the propriety or validity of the service.thereof or the i O jurisdiction of any court. !
- 3. Liabilities. Escrow Agent shall not be in any manner O
liable or responsible to any person whomsoever for any loss, expense, or damage arising by reason of any act or omission to act by Escrow Agent, or permitted by Escrow Agent, hereunder or in O connection with any of the transactions contemplated hereby, including, .but not limited to, any loss or liability that may occur ~ by reason of any forgery, ' false O representations, errors of judgment, mistakes of fact or law, the exercise of the discretion of Escrow Agent in any particular manner, any act or omission by Escrow Agent, for any other reason, except for the gross negligence or wilful misconduct of Escrow Agent. The Escrow Agent shall incur no liability for any action or omission to act in accordance with advice of counsel selected by Escrow Agent. Page 10 ci 20 0 3
01 i 0- 4. Indemr.ity . The city of? Dalton agrees to indemnify and hold the Escrow Agent harmless f rom 'a~nd' against any and all= liabilities, including, without limitation,' any claims, costs,
- damages, judgments, attorneys' fees, investigation costs, disbursements, expenses, obligations,- taxes, assessments, actions, '
suits, or charges imposed upon or incurred .by Escrow . Agent i O hereunder, including any litigatilon arising from this- Agreement or involving the subject matter hereof, or_by reason of any_of the - transactions contemplated hereby,-and against any loss Escrow Agent. l 6 ; may sustain in carrying out the responsibilities of Escrow Agent hereunder. O
- 5. Controversv. In the ovent any controversy or dispute arising hereunder or with respect to the construction hereof or any '
action to be taken by the Escrow Agent hereunder or otherwise, O' Escrow Agent may - retain possession of the- Escrow Funds without liability to any one until such controversy or dispute shall have 4 been settled, either by mutual agreement-(evidenced by-appropriate instructions in writing to the Escrow Agent, signed by.the proper-authorities) or by binding arbitration, or by a final' order,
, decree, or judgment of a court of competent ' jurisdiction (but Escrow Agent shall be under no duty whatsoever to . institute or: '
Page 11 of 20 B D l .
O O defend any such proceedings). The Escrow Agent shall distribute the - Escrow Funds in accordance with the terms hereof unless instructed 'otherwise by an ordsr of a ' court .of competent O- jurisdiction. Any other_ provision of this Agreement-notwithstanding, ~ Escrow ~ Agent may, at any time in the 1 sole discretion'of Escrow Agent, tender.into the registry or custody of h O any court o competent- jurisdiction the Escrow Funds, together with such legal pleadings Escrow Agent: .may_ deem appropriate :and thereupon be discharged from all further duties, obligations, and O j liabilities under this Agreement. All parties hereto hereby submit to-the personal jurisdiction of said court and waive all rights to contest said jurisdiction. ,
- 6. Resianation. The Escrow Agent'may resign as such at any ,
O- time. and thereupon be discharged of all'. duties and : obligations > hereunder by giving thirty (30) days' written notice thereof to The City of Dalton. Upon thirty (30) days' written notice,-The City of ; O Dalton may replace the Escrow Agent with a successor whereupon the Escrow Agent so replaced shall be discharged of all duties and obligations hereunder; crovided however_that any such resignation or' replacement shall not be effective until The City of Dalton has appointed a successor Escrow Agent. The successor Escrow Agent Page 12 of 20 i 9 e--
} 3 . shall have the same powers and duties as those conferred on the i Escrow Agent under this Agreement. Upon the successor'c acceptance B-of the appointment, the Escrow Agent shall assign, transfer and pay over to the successor the funds and properties then constituting
.the escrow account. If The City of Dalton - f ails to= appoint-a V. successor Escrow Agent within fif teen ' (15 ) days of the written notice of resignation or replacement, the Escrow Agent may petition a court of competent jurisdiction to name a successor Escrow Agent.
The Escrow Agent shall continue to serve until a- successor accepts I the escrow and receives the Escrow Funds.
- 7. Cost and Compensation. The City of Dalton agrees to reimburse the Escrow Agent for all reasonable expenses, "
disbursements, and advances incurred or made by the Escrow Agent in
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performance of the duties of Escrow Agent hereunder. The Escrow Agent shall be compensated for its services in connection with this Agreement as follows: The City of_ Dalton'shall pay to the Escrow ! Agent from time to time, and the Escrow Agent shall be entitled to, reasonable compensation for all services rendered by it in the execution of the duties hereby imposed upon it under the terms of i this Agreement and in the exercise and performance of any of the-Page 13 of 20
I )l duties hereunder in such amounts and in such manner as the parties. may m:tually agree. -
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- 8. Termination'of Escrow Aareement. This Agreement shall' terminate-(except for the provisions of Article III hereof, which i
e shall survive termination) upon the happening of either (1)- the
-i complete distribution of' the Escrow Funds, whereupon the Escrow Agent shall be ' relieved of any further duties and obligations i . hereunder,- or (2) written notice of-termination to the Escrow Agent signed by an authorized representative of The City.of Dalton, i
ARTICLE IV - Miscellaneous
- 1. Notices end Authorized ReDresentatives.
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All' notices, consents, or other communications required or permitted hereunder shall be given in writing and hand delivered or sent by' certified or registered mail, postage prepaid, and return receipt requested, to the persons and.at the addresses listed below, who shall serve as the authorized representatives of the parties, respectively, for all purposes of this-Agreement, or to such other persons.as may hereafter be designated' in writing by the authorized Page 14 of 20
b. H O -representa'tives of the parties in accordance with this Paragraph. , All notices, consents, or other communications shall be deemed given when actually hand delivered, or three (3) days af ter mailing l in accordance with this Paragraph. To The City of Daltons-g Mr. DeForrest Parrott, Secretary Board of Water, Light & Sinking Fund Commiss'ioners
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P. 0. Box 869 Harris Street s Dalton, Georgia 30722-0869 l t 9 I To The Escrow Agent , Citizens and ' Southern Trust Compant) (Georgia) National Association -l 33 North Avenue Suite 700 t Atlanta, Georg.la 30308
- Attnt Olga Warren
- 2. Waiver. No waiver of any breach of any covenant, D 1 agreement, or understanding contained herein shall operate as a waiver of any subsequent breach of the same covenant, agreement, or undertaking or as a waiver of any breach of any other covenant, j agreement, or undertaking. In the case of a breach by any party of ,
any covenant, agreement, or undertaking, the nonbreaching party may , d D nevertheless accept from the other, any. payment or performance l a without waiving its right to exercise any right or remedy provided Page 15 of 20 D D
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herein or otherwise, with respect to any-such breach which was in existence at the time such payment or performance where accept by it. No f ailure of any party to exercise any power given herein or O to insist upon strict compliance with any covenant, agreement or 4 undertaking contained herein, shall constitute a waiver of--such party's right to demand exact compliance with the terms hereof. ! O The waiver by any party of a breach of any covenant, agreemont, or undertaking contained herein shall be made only by a written waiver ; in each case, and no such waiver.shall-_ operate or be construed as O a waiver of any prior or subsequent breach, i
- 3. Severability. If any provision of this_ Agreement shall, O
to any extent, be held invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability - of the remaining part of~such provision, and-the validity, legality, and ! O enforceability of the other provisions hereof, shall not' be affected thereby. If any such invalidity shall be caused by the length of any period of time, the size af any area _or the scope of O activities set forth in any provision hereof, such period of. time, such area or scope or all, t '..all be considered to be reduced to a period, area, or scope which would cure such invalidity. Any provision of .this Agreement which is held invalid, illegal or Page 16 of 20 0 0
I' unenforceable in any jurisdiction shall not be deemed invalid, illegal, or unenforceable in any other jurisdiction.
- 4. 9J;!gntercart s . This Agreement may be executed in more than l
one counterpart, each auch counterpart shall be deemed an original,- i l and all counterparts shall constitute one and the same agreement. _i This Agreement shall be effective when executed by all parties, but I all parties need not execute the origintl or the same counterpart. 1
- 5. Amendments. This Agreement may be amended by a written in'strument signed by an authorized representative of each party. ,
- 6. Entire Aareement. This Agreement embodies the entire understanding and agreement among the parties pertaining-to the subject matter hereof, and all' prior agreements and understandings of the parties, whether written or oral, are terminated and superseded by this Agreement and shall be deemed merged herein.
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- 7. Remedies Cumulative. Except as otherwise expressly provided .herein, all . rights, remedies, powers and privileges conferred hereunder upon any party shall be - cumulative and ' not restrictive of those given by law. No remedy herein conferred is-Page 17 of 20 9
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exclusive of any other available remedy, but eachLand every such remedy shall be cumulative and shall be E addition to every other remedy given by agreement or now or hereaf ter existing at law or in - l equity or by statute.
- 8. Assianment. Neither this Agreement nor any righ::, remedy, obligation, or liability arising hereunder or by reason hereof, shall be assignable by the Escrow Agent without the prior written l consent of'The City of Dalton.
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- 9. Bindina Effect. . This Agreement shall be binding upon, ;
- shall inure to the bene' fit of, and shall be ' enforceable by and
) against all the parties- and- their respective' heirs, legal i representatives, successors and assigns. Nothing in this ,
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Agreement, expressed:or implied, is intended to or shall confer t upon any person other than the parties, and their respective-heirs, ley ' representatives, successors, and assigns,- any rights, l
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remecies, obligations or liabilities.
- 10. Lurther Assurances. Each of the parties will execute, j 1
deliver, acknowledge, or supply such further documents, instruments, and assurances as shall be reasonably necessary or , Page 18 of 20
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q f-appropriate to carry out the full intent and purposes of this Agreement. -
- 11. .'Governino Law. This Agreement shall be administered, construed and enforced in accordance with.the ~1aws and decisions of the State'of Georgia.
IN WITNESS WHEREOF, the parties have executed-this. Agreement or caused the same to be duly executed under seal.on the day and
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year first above written. , THE CITY OF DALTON By: tu 7, <- kI C.hairman, Board of Water, Light (SEAL) , & Sinking. Fund Commissioners ATTEST: bW0 ass.d Secretary, Board of Water, Light and Sinking Fund Commissioners . i Page 19 of 20 h 9 r ->-----~w, - w , n we,. - - -r- -
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i 4 ; ESCROW AGENT: Citizens and Southern Tr at C pany (Georgia)i N.A.. By: - D_ _ , Joe D. Deadwyle
- Senior Vice President- .
l l Sworn' to and subscribed before me', this the d
- day of July, 1990.
N 2 2._ otiry.Public ~ d- I My Commission Expires:- [$letary Public, Cobb County, Georsi
, ,m ,..._., ... ...---- .
Page 20 of 20 l [
m p L EERIBIT A. . PARTICIPATING UNITS AND OWNERSHIP INTERESTS {
-satch Hatch + vogtle vogtle
. Unit 1 Unit-2 - Unit-1 W '!
)s . .
NRC Facility Operating NPF-5. NPF-68 . NPF . License-Number DPR-57
- License Expiration . .
1-16-27 2-9-29
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[ Date 8-6-14 6-13-18 ,
- f. o .
i Ownership Interest (Percentage) 50.1- - 50.1 45.7 45.7 -! ) - Georgia Power company Oglethorpe Power 30.0 30.0 30.0 30.0 Corporation i Nunicipal. Electric -22.7 22.7.. Authority of Georgia- 17.7 17.7 f, j- The City of Dalton- M _ 2,,,,,2 _,,L,1 M i ' 100.0 100.0 100.0 100.0-j :' 1. 4:
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.y 7 6 g w a * - ' - ' - --v+v> - -w-- , - - -'- p+*vwev=a4 w e -ee+-e. ,.wsee--- e e a wr e , w re n==+-e eww -===e++e-*-r- *---*---- -re--r-^E e- -**e*=m-'w *=*=
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N , EXHIBITB(p.1of5)
, CITY OF DALTON, GEORGIA DECOMMISSIONING FUND
($000) ) 1
. BOND- MATURITY VALUE @ VALUE @ LIC DESCRIPTION : DATE. MATURITY DATE ' EXPIR. DATE WHERE USED STRIPPED TREASURY 15-Nov-2012 $1,000 $1,142 Hatch !
)- STRIPPED TREASURY 15-Nov-2014 - $1,500 - $1,468 ' Hatch 1 STRIPPED TREASURY 15-Nov-2015 $1,500 $1,357 ' Hatch IL ll
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).- STRIPPED TREASURY ~ ' 15-Nov-2016 - $1,400 - ' $1,171 Hatch I ;
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STRIPPED TREASURY 15-Nov-2017 $2,400 $1,856 Hatch IL
.1 STRIPPED TREASURY 15-Nov-2018 $3,000 $2,146 Hatch 1 l
' STRIPPED REFCORP . 15-Jan-2 30 $3,300 $989 Hatch 1 i STRIPPED REFCORP 15-Jan-2020 $3,000 $2,649 Hatch 2 :
STRIPPED REFCORP. 15-Jan-2021 .$2,200 $1,796 - Hatch 2 i STRIPPED REFCORP 15-Jan-2022 $2,300 ' $1,736 Hatch 2 STRIPPED REFCORP 15-Jan-2023 $2,500 $1.744 Hatch 2 _l
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STRIPPED REFCORP 15-Jan-2024 $1,900 - $1,226 Hatch 2 - 4 STRIPPED REFCORi 15-Jan-2025 $900' $537 Hatch 2 STRIPPED REFCORP 15-Jan-2026 -$700 $386 - Hatch 2 STRIPPED REFCORP 15-Jan-2030 $4,700 -$1,908 Hatch 2 STRIPPED REFCORP . 15-Jan-2027 $2,100 $2,100 . Vogtle 1 l STRIPPED RE" CORP 15-Jan-2028 $4,600 $4,254 Vogtle 1 l STRIPPED REFCORP 15-Jan-2029 $4,600 $3,933 Vogtle 1 l l STRIPPED REFCORP '. 15-Jan-2030 $900 .$697 ; Vogtle l' 4
- 1 STRIPPED REFCORP 15-Jan-2030 $13,000 $12,082 Vogtle 2
$57,500 $45,177
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[ EXHIBIT B-(p. 2 of 5). TABLE 11 THE CITY OF DALTON, GEORGIAi PLANT HATCH UNIT 2 p: ($X000)-- SHARE OF BOND MATURITY VALUE @ _ VALUE @ NRC RULE D DESCRIPTION DATE MATURITY DATE LIC. EXP. DATE MINIMUM Stripped Refcorp 15-Jan-2020 $3,000 $2,649 Stripped Refcorp- 15-Jan-2021 $2,200 . $1,796 Stripped Refcorp 15-Jan-2022 $2,300 . $1,736
- Stripped Refcorp . 15-Jan-2023 $2,500 -- '$1,744= i D !
Stripped Refcorp 15-Jan-2024 $1,900 $1,226 Stripped Refcorp 15-Jan-2025 $900 -$537
> Stripped Refcorp 15-Jan-2026 $700 -$386 Stnpped Refcorp 15-Jan-2030 $4,700 $1,908
$18,200 $11,982 $11,885 ;
. NOTE: Results reflect earnings thru June 13,2018 j
Annual fund earnings rate 8.00% ; p Filename: DALDCOI Amounts may not reconcile due to rounding. 1
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x )L EXP.IBIT B -(p.'J of 5): TABLE 10 THE CITY OF DALTON, GEORGIA VOGTLE ELECTRIC GENERATING PLANT UNIT =1- ) ($'X000)- SHARE CF - BOND MATURITY VALUE 9 'VALUE 9 NRC RULE )l DESCRIPTION DATE MATURITY DATE- -LIC. EXP. DATE MINIMUM i Stripped _Refcorp; '15-Jan-2027 $2,100 $2,100
) Stripped ~Refcorp 15-Jan-2028 - .$4,600 $4,254
'Steipped Refcorp. :15-Jan-2029 $4,600 $3,933 Stripped:Refcorp 15-Jan-2030' $ 900' $__ 697 .
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$12,2'00 $10,984 LS10,840 - j
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NOTE' Results reflect fund earnings thru January 16, 2027 ~1 i Annual ~ fund earnings rate 8.00% ') Amounts may not reconcile due to rounding.- 1 h Amounts may not reconcile due.to-rounding. i
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EXHIBIT.B-(p.:4of5) :
- TABLE 10'
- THE CITY OF DALTON, GEORGIA -
- PLANT HATCH UNIT I .
):- ($ X 000)-'
1
~'
SHARE OF BOND MATURITY VALUE @ <
.VALUE @. NRC RULE -
l
).- DESCRIPTION DATE . MATURITY DATE LIC. EXP. DATE - MINIMUM 15-Nov-2012i $1,000- $1,142. .;
Stripped Treasury . 15-Nov-2014' $1,500 - . $1,468
. Stripped Treasury f
Stripped Treasury 15-Nov-2015 $1,500' .$J,357 1 Stripped Treasury - 15-Nov-2016 $1,400. $1,171 Stn., ped Treasury' 15-Nov-2017 $2,400 : $1,856
$3,000 ' $2,146 !
Stripped Treasury 15-Nov-2018
? Stripped Refcorp 15-Jan-2030 $3,200 $989
. $ 14,100 . $10,129 $10,068 k I Note: Results reflect fund earnings thru August 6,2014-
. Annual fund earnings rate 8.00% ,
Filename: DALDCOI-k Amounts may not reconcile due to rounding, m e ?' I
_ - ~ _ _
) EXHIBIT B-(p. 5=of 5)-
TABLE-.11 THE CITY OF DALTONi GEORGIA =- VOGTLE ELECTRIC GENERATING PLANT UNIT 2 , ($JX000)' . 7 SHARE CF BOND- MATURITY VALUE 9 VALUE-9~ NRC= RULE- i g- DESCRIPTION' .DATE MATURITY DATE LIC. EXP. DATE: MINIMUM i Stripped Refcorp' 15-Jan-2030 $13,000- .$12,082, j D $13,000 $12'082,
, 411,849';
NOTE: Results reflectIfund earnings-thru February 9,_i2029 Annual fund earnings rate _8.00% g Filenames DALDC01-Amounts may not reconcile due to rounding. i
.{
D RECEIT . of the foregoing Escrow Funds is hereby_ acknowleged, this .; day of-July, 1990 D 1 i ESCROW AGENT:
$// QMf hN 7 YAU Y e
s j W 4/ wee U - r I l
- n 3
.. i RIRIBIT C (p. 1 of 2) SPECIMEN CERTIFICATE' 0F EVENTS !
)' '[ Insert name and address of escrow agent)
Attentions. Escrow Division Gentleasas
) In accordancei with, that certain Escrow Agreement. bye and between:The city of Dalton.'and: , as Escrow: Agent,
, Secretary'of dated- ,'1990, I,
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the Board of Water, Light and ' Sinking Fund Comaissioners of The City of Dalton hereby certify that the following events have. ! occurred: j
- 1. The City of ' Dalton is required to ccamence the'-
. facility, Unit deccomissioning of its-Plant-located at. , Georgia (hereinafter called E deccentissionlag) .
..J
) 2. Thr plans and procedures J for the ; casamencement. and - .3
- conduct of- the deccanissioning have been- established in 1 '
accordance with the regulations of' the' United States 1 Nuclear Regulatory- Commission,; or its successor. 1 L)E 3. The City Council of' The . city of Dalton' has -adopted the attached resolution ' authorizing expenditures of funds H for decommissioning costs. i U Secretary of the Board of Water,' Light-and Sinking' Fund Commissioners of ~ The
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City of Dalton
} Date u )
y i i
- EIBIBITLC'(p. 2 of 2): l b $PRCDGEN CBRTIFICATB 0F RBS0WFION.
I,- , do hereby certify that--I an City Clerk
) of The City of Dalton, a.aunicipal corporation of-the State of Georgia, and that the - resolution listed below was duly adopted- at j a meeting oflthe City Council-on , 2 0_ . .
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'IN WITNESS WERREOF, I have hereunto signed my name ~and' affimod the seal of the City of Dalton this day of-
_ , 2 0_ . I city Clerk of The City of Dalton j
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RESOLVED, that the City Council hereby authorises the j Secretary or other appropriate maahar of the Board of Water,
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Light and Sinking Fund Commissioners of' The City of - Dalton to expend amounts for the costs associated with decommissioning of , the Plant f acility, Unit' _, ' f rom .the funds placed in-
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escrow for that purpose with , the Escrow-Agent, pursuant to the tezas of that certain Escrow Agreement dated , 1990, in accordance with the terms and conditions -described to this L City, Council at this meeting and with such other terms--and- 4 conditions se the Board of Water, Light and Sinking Fund 3 Commissioners shall approve with and upon the advice. of counsel. i
of L BIBIBIT D O. SPBCIMER CERTIFICATB (Insert name and address of escrow agenti) eL ' Attentions -Escrow Division- ' Gentlemens-4 In accordance with' theiteras of that certain~ Beerow-8 Agreement by and between The-City-of Dalton and ,. as Escrow Agent, dated , 1990, I, , 1 Secretary of. the Board of Water,LLight and Sinking Fund 0 Commissioners of The City of ' Dalton hereby . certify; that s !
- 1. Deccesaissioning of The City of: Dalton's Plant . !
facility, Unit ,. located at: , Georgia,-is ! proceeding = pursuant'to a plantand-procedures-p established in accordance with' regulations; issued by the United States Nuclear Regulatory Ccanission, or its , successor. -
- 2. The Escrow Pund requested .for release on this date will be expended for decomunissioning activities pursuant .to '
D: such plan. k Secretary of the Board of r Water, Light and Sinking Fund D Commissioners' of' The City of Dalton Data
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3 f, 1: b~ EXBIBIT J Certification of Financial' Assurance of The City of Dalton, Gscraia. O. July 25, 1990 O-Director, Nuclear-Reactor-Regulation -t United States Nuclear. Regulatory Commission
'l Washington,- D. C. 20555 ,
SUBJECT The City of' Dalton, Georgia Certification of { O Financial Assurance for Decommissioning l
'Edwin I.-Hatch Nuclear Plant,: Units 1:and 2, i' Docket Nos.- 50-321 and 50-366 Dear Sirs
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i O Pursuant to the. requirements of 10 C.F.R. Section .50.75(b), on ) behalf of The . City 'of Dalton, Georgia, I hereby ? certify that: i financial assurance for decommissioning each of the two' Plant Hatch L! units, on the current expiration date of each unit's- operating .! licensie, will be provided by one or more of. the ' funding methods described in 10 C.F.-R. Section'50.75(e), in an amount.at.least O equal to $10,068,000 for Plant Hatch Unit 1 and $11,885,000' for: Plant Hatch Unit 2 adjusted in accordance with- the Plant Hatch Decommissioning Funding Plan filed with.the NRC. Very truly yours, 1
,,Gs O WA Secretary of the Board of Water, j Light;and Sinking Fund- '
e Commissioners ; i g -q a 1 9 l
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