EXHIBIT 10.8.7
[Execution Copy]
AMENDMENT NO. 10 TO THE
ARIZONA NUCLEAR POWER PROJECT
PARTICIPATION AGREEMENT
APS CONTRACT No: 4172-419.00
NOVEMBER 21, 1985
AMENDMENT NO. 10 TO THE
ARIZONA NUCLEAR POWER PROJECT
PARTICIPATION AGREEMENT
1. Parties to this Amendment No. 10 to the Arizona Nuclear Power Project
Participation Agreement, hereinafter referred to as "Amendment No. 10", are:
ARIZONA PUBLIC SERVICE COMPANY, a corporation organized and existing under and
by virtue of the laws of the State of Arizona, hereinafter referred to as
"Arizona", SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an
agricultural improvement district organized and existing under and by virtue of
the laws of the State of Arizona, hereinafter referred to as "Salt River
Project"; SOUTHERN CALIFORNIA EDISON COMPANY, a corporation organized and
existing under and by virtue of the laws of the State of California, hereinafter
referred to as "Edison"; PUBLIC SERVICE COMPANY OF NEW MEXICO, a corporation
organized and existing under and by virtue of the laws of the State of New
Mexico, hereinafter referred to as "PNM"; EL PASO ELECTRIC COMPANY, a
corporation organized and existing under and by virtue of the laws of the State
of Texas, hereinafter referred to as "El Paso"; and SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY, a joint powers agency organized and existing under and by
virtue of the laws of the State of California, doing business in the State of
Arizona as SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY ASSOCIATION, hereinafter
referred to as "SCPPA".
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2. Recitals:
2.1 Arizona, Salt River Project, Edison, PNM, El Paso and SCPPA are
parties to a certain agreement entitled Arizona Nuclear Power Project
Participation Agreement, dated as of August 23, 1973, as amended by Amendment
No. 1, dated as of January 1, 1974, Amendment No. 2, dated as of August 28,
1975, Amendment No. 3, dated as of July 22, 1976, Amendment No. 4, dated as of
December 15, 1977, Amendment No. 5, dated as of December 5, 1979, Amendment No.
6, dated as of September 28, 1981, Amendment No. 7, dated as of March 4, 1982,
Amendment No. 8, dated as of June 17, 1983, and Amendment No. 9, dated as of
June 12, 1984, hereinafter, as so amended, referred to as the "Participation
Agreement".
2.2 The Participants desire to amend the Participation Agreement to
make provision for sale and leaseback financing transactions involving the
Participants.
3. Agreement:
3.1 In consideration of the terms and conditions contained in this
Amendment No. 10 to the Participation Agreement, the parties agree as follows:
4. Effective Date:
4.1 This Amendment No. 10 shall become effective when executed by all
Participants.
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5. Amendment No. 10 to the Participation Agreement:
5.1 Section 3.43 is hereby deleted in its entirety and a new Section
3.43 is added as follows:
"3.43 Participant: Any party hereto and any successor or assignee of
such party under Section 15.2 or Section 15.3 and any Transferee under
Section 15.10 hereof."
5.2 Section 3.46 is deleted in its entirety and a new Section 3.46 is
added as follows:
"3.46 Project Agreements: This Participation Agreement, any
Construction Agreement, any Nuclear Fuel Agreement, but excluding any
Nuclear Fuel Agreements for the supply of Uranium Concentrates to which
all Participants are not parties, and any agreements between the
Participants or any of them and any third party for land, land rights
or water rights for ANPP, as such agreements are originally executed or
as they may thereafter be supplemented or amended and any other
agreements as the Participants agree to designate as Project
Agreements. Project Agreements shall not include any deed of trust,
mortgage indenture, security agreement or any agreement or instrument
relating to a sale and leaseback transaction, unless the Participants
shall otherwise agree."
5.3 Section 4.1 is deleted in its entirety and a new Section 4.1 is
added as follows:
"4.1 Except as otherwise permitted in Section 15.1.1(b) hereof, each
Participant shall accept, acquire and own an undivided interest as a
tenant in common in ANPP and all Project Agreements in proportion to
its Generation Entitlement Share, but excluding (i) Option and Purchase
of Effluent Agreement, Agreement No. 13904, dated April 23, 1973,
between Arizona and Salt River Project and the Cities of Phoenix,
Glendale, Mesa, Scottsdale and Tempe and the Town of Youngtown, except
to the extent only that said agreement governs the rights and
obligations for the purchase and delivery of wastewater effluent
required for Construction Work, Operating Work and Capital Improvements
and (ii) any Project Agreement which by its terms establishes an
ownership interest or rights of any Participant in the subject matter
thereof which differs from its Generation Entitlement Share under this
Participation Agreement."
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5.4 The caption of Section 15 is hereby amended to read: "15. Mortgage,
Sale and Leaseback and Transfer of Interest:".
5.5 Section 15.1 is hereby deleted in its entirety and a new Section
15.1 is added as follows:
"15.1 The following provisions shall apply to the right of each
Participant to enter into mortgage and sale and leaseback transactions.
"15.1.1 Each Participant shall have the right at any time and from time
to time to
"(a) mortgage, create or provide for a security interest in or
convey in trust all or a part of its ownership share in ANPP,
together with an equal interest in the Project Agreements, to
a trustee or trustees under deed of trust, mortgage or
indenture or to a secured party or parties under a security
agreement, as security for its present or future bonds or
other obligations or securities, and to any successors or
assigns thereof, or
"(b) sell and lease back, under a net lease having a primary
term of not less than 25 years, all or any part of its
interest in a Generating Unit and Capital Improvements made
from time to time with respect thereto, together with all or
any part of its Generation Entitlement Share with respect to
such Generating Unit or part thereof, to a trustee or trustees
under a grantor trust or trusts and to any successors or
assigns thereof,
"without need for the prior written consent of any other Participant
and without such mortgagee, trustee, secured party or lessor under such
sale and leaseback transaction assuming or becoming in any respect
obligated to perform any of the obligations of such Participant;
provided, however, at or prior to any sale and leaseback pursuant to
clause (b) of this Section 15.1.1, the conditions to such transaction
set forth in Section 15.6 hereof shall have been satisfied.
"15.1.2 Each lessor under a sale and leaseback transaction permitted
under clause (b) of Section 15.1.1 shall have the right at any time and
from time to time to
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mortgage, create or provide for a security interest in or convey in
trust all or any part of its ownership share in ANPP to a trustee or
trustees under deed of trust, mortgage or indenture or to a secured
party or parties under a security agreement, as security for its
present or future bonds or other obligations or securities, and to any
successors or assigns thereof, without need for the prior written
consent of any Participant and without such mortgagee, trustee or
secured party assuming or becoming in any respect obligated to perform
any of the obligations of the Participants."
5.6 Section 15.2 is amended (i) to redesignate such Section as
"15.2.1", (ii) by the addition of a new introductory Section 15.2 as follows:
"15.2 The following provisions shall apply to the exercise of rights in
respect of transactions permitted by Section 15.1."
and (iii) by the addition of a new Section 15.2.2 which reads as follows:
"15.2.2 From and after, but in no event prior to, the date of a
rejection or deemed rejection by any receiver, referee or trustee in
bankruptcy or reorganization of any Participant of the lease or other
executory contract constituting part of a sale and leaseback
transaction relating to ANPP to which such Participant is a party, the
lessor in such sale and leaseback transaction (or any mortgagee,
trustee or secured party under present and future deeds of trust,
mortgages, indentures or security agreements of such lessor and any
successor or assignee thereof, and any receiver, referee or trustee in
bankruptcy or reorganization of such lessor and any successor by action
of law or otherwise, and any purchaser, transferee or assignee of any
thereof) may (subject, however, to the rights of the other Participants
under the Project Agreements, including but not limited to, Section 23
hereof), without need for the prior written consent of any other
Participant, (i) succeed to and acquire all the rights, titles and
interests of such Participant in ANPP and the Project Agreements, to
the extent, but only to the extent, of the Generating Unit (or portion
thereof) and the portion of such Participant's Generation Entitlement
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Share acquired by such lessor in such transaction, and (ii) take over
possession of or foreclose upon said property, rights, titles and
interests of such Participant, and in such event such lessor or other
party shall assume and be obligated fully to perform and discharge all
obligations arising thereafter hereunder and under any other Project
Agreement of such Participant to the extent, but only to the extent, of
the Generating Unit (or portion thereof) and the portion of such
Participant's Generation Entitlement Share subject to such
transaction."
5.7 Section 15 is amended by the addition of Sections 15.6, 15.7, 15.8,
15.9 and 15.10 which read as follows:
"15.6 The right of a Participant to enter into a sale and leaseback
transaction as provided in clause (b) of Section 15.1.1 is subject to
the following:
"15.6.1 The other Participants shall have received (1) an instrument of
each lessor party to such transaction confirming the matters set forth
in Section 15.6.3.2 hereof, (2) a certificate of such Participant to
the effect that such transaction will satisfy the conditions set forth
in Section 15.6 hereof, and all other provisions of this Participation
Agreement, and (3) an opinion of counsel to such Participant with
respect to the matters set forth in Sections 15.6.3.1 and 15.6.3.4
hereof and to the effect that the documents and agreements relating to
such transaction are not inconsistent with the requirements of Section
15.6.3 hereof.
"15.6.2 The Administrative Committee, based upon the instrument, the
certificate and the opinion described in Section 15.6.1, shall have
found, by unanimous resolution, such transaction to be consistent with
Section 15 hereof. The representative of any Participant need not join
in such finding if such transaction (1) is inconsistent with Section 15
hereof or (2) may, in some manner, materially impair the rights of such
Participant to retain or obtain tax benefits arising from its property
interest in ANPP.
"15.6.3 Such transaction, and the documents and agreements relating
thereto, shall provide that:
"15.6.3.1 The rights and remedies of the parties thereto shall be
subject and subordinate to the rights and remedies of the Participants
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(other than (i) the Participant party thereto or (ii) any person who
shall become a Participant in respect of the lessor's interest in ANPP
under such transaction) under the Project Agreements;
"15.6.3.2 Except as provided in Sections 15.2.2, 15.6.4 and 15.10
hereof, the Participant party thereto shall be and remain the sole
"Participant" for all purposes of this Participation Agreement and the
sole representative (with power to bind each lessor party to such
transaction and each mortgagee, trustee and secured party of such
lessor described in Section 15.1.2 hereof) in all dealings with the
other Participants in relation to the property, rights, titles and
interests of such Participant transferred pursuant to such transaction;
"15.6.3.3 Any right conferred by Section 15.2.2 hereof shall be
exercised only in concert (through a single nominee, agent, receiver or
subsequent transferee) with similar rights conferred by Section 15.2.2
hereof on parties to other sale and leaseback transactions involving
the same Participant and interests in the same Generating Unit;
"15.6.3.4 All right to partionment with respect to the interest
acquired shall be waived by the lessor party to such transaction;
"15.6.3.5 Upon the expiration of the lease in such transaction and upon
the Participant party thereto failing to purchase all the right, title
and interest in ANPP and contractual rights related thereto necessary
for the operation of such interest (a "Lessor's Interest") acquired by
the lessor in such transaction, such lessor shall entertain cash bids
from each other Participant for such Lessor's Interest; and
"15.6.3.6 The provisions of such transaction responsive to the
foregoing Sections of this Section 15.6.3 shall remain in full force
and effect until such time as the Administrative Committee shall
otherwise consent.
"15.6.4 Such transaction may provide that the authority of the
Participant party thereto described in Section 15.6.3.2 hereof shall
not extend to approval of any amendment to the Participation Agreement
the effect of which would be to reduce the Generation Entitlement Share
in which the lessor or lessors party to such transaction have acquired
an interest.
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"15.7 Except to the extent provided in Section 15.10 hereof, a
Participant shall not be released from any obligation under the Project
Agreements notwithstanding any assumption of or agreement to perform or
discharge in whole or in part, such obligation by any other person in
connection with a sale and leaseback transaction.
"15.8 Anything in a sale and leaseback transaction to the contrary
notwithstanding: (1) the rights and remedies of the parties thereto
shall be subject and subordinate to the rights and remedies of the
Participants under the Project Agreements (including but not limited to
Section 23 hereof), other than (i) the Participant party thereto and
(ii) any person who shall become a Participant in respect of the
lessor's interest in ANPP under such transaction; (2) no other
Participant shall incur any obligations or liabilities in respect of
such transaction; and (3) the lessor party thereto shall be bound by
the provisions of Section 21 hereof (other than Section 21.3) to the
same extent as if such lessor were a Participant.
"15.9 If a Participant enters into a sale and leaseback transaction as
provided in clause (b) of Section 15.1.1 such Participant shall
indemnify all other Participants against any costs and expenses
incurred by them because of such Participant's entering into such
transaction.
"15.10 Upon a lease or sale to a person, partnership, corporation or
governmental corporation or agency engaged in the generation,
transmission or distribution of Energy (other than the Participant
originally party to such transaction) (a "Transferee") of a Lessor's
Interest acquired by a lessor in a sale and leaseback transaction:
"15.10.1 The Transferee shall be and become the sole "Participant" for
all purposes of this Participation Agreement and the sole
representative (with power to bind any lessor) in all dealings with the
other Participants in relation to such interest;
"15.10.2 The Transferee (1) shall assume and agree, and be deemed to
have assumed and agreed, fully to perform and discharge all obligations
under the Project Agreements relating to such interest to the extent
arising subsequent to such lease or sale, except obligations in respect
of decommissioning and removing from service the Generating Unit to
which such interest relates (the "Termination Obligation"), (2) if such
Transferee was not previously a Participant, may assume
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and agree fully to perform and discharge all or any part of the
Termination Obligation and, (3) if such Transferee is and was
previously a Participant, shall assume and agree, and be deemed to have
assumed and agreed, fully to perform and discharge the Termination
Obligation;
"15.10.3 The Participant originally party to such transaction shall
thereupon, with the consent (which consent shall not be withheld by any
Participant unless a release would, in some manner, materially impair
or materially adversely affect the rights of such Participant under
this Participation Agreement or the rights or security of obligation
holders of such Participant) of each other Participant, be released
from all obligations under the Project Agreements so assumed and agreed
to by the Transferee but only to the extent of such assumption and
agreement; and
"15.10.4 The Transferee shall furnish to each other Participant
evidence of such sale or lease and such assumption and agreement."
5.8 Section 20.8 is amended by the addition of the following sentence
at the end thereof:
"Each Participant shall have the right to have any lessor (and any
trustee or trustees under a deed of trust, mortgage or indenture or any
secured party or parties under a security agreement) in a sale and
leaseback transaction named on all or any of the Project Insurance
policies as loss payee or additional insured as its interest may
appear, by notice in writing to the Project Manager of Operating Agent
given in writing not less than thirty (30) days prior to the date
proposed for such naming, which notice shall specify the name or names
of such lessor and such additional information as may be necessary or
required to permit it to be included on the policy(ies) of insurance."
5.9 Section 32.1 is hereby deleted in its entirety and a new Section
32.1 is added as follows:
"32.1 All of the respective covenants and obligations of each of the
Participants set forth and contained in the Project Agreements shall
bind and shall be and become the respective covenants and obligations
of:
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"32.1.1 Each such Participant;
"32.1.2 All mortgagees, trustees and secured parties under all
present and future mortgages, indentures and deeds of trust,
and security agreements which are or may become a lien upon
any of the interests of such Participant in ANPP; provided,
however, that such covenants and obligations shall become
binding upon such parties only at the time of taking
possession;
"32.1.3 All receivers, assignees for the benefit of creditors,
bankruptcy trustees and referees of such Participant;
"32.1.4 All lessors under all future sale and leaseback
transactions (or other person described in Section 15.1.2
hereof) involving interests in ANPP; provided, however, that
such covenants and obligations shall become binding on such
lessors (or other persons) only in accordance with Section
15.2.2 hereof;
"32.1.5 All receivers, assignees for the benefit of creditors,
bankruptcy trustees and referees of such lessors;
"32.1.6 All Transferees pursuant to Section 15.10 hereof;
provided, however, that such covenants and obligations shall
become binding on a Transferee only in accordance with Section
15.10.2 hereof;
"32.1.7 All other persons, firms, partnerships or corporations
claiming through or under any of the foregoing; and
"32.1.8 Any successors or assigns of any of those mentioned in
Sections 32.1.1 through 32.1.7 hereof,
"and shall be covenants and obligations running with such Participant's
respective rights, titles and interests in ANPP and in, to and under
the Project Agreements, and shall be for the benefit of the respective
rights, titles and interests of the Participants and their respective
successors and assigns, in and to ANPP. It is the specific intention of
this provision that all such covenants and obligations shall be binding
upon any party which acquires any of the rights, titles and interests
of any such Participant in ANPP or in, to and under the Project
Agreements and that all of the above-described persons and groups shall
be obligated to use such Participant's rights, titles and interests in
ANPP and/or
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in, to or under the Project Agreements for the purpose of discharging
its covenants and obligations under the Project Agreements: except (i)
that in the case of a partial assignment the assignee shall only be
required to share in the cost of fulfilling the covenants and
obligations of the assigning Participant in, to and under the Project
Agreements to an extent proportionate or attributable to such
assignment, (ii) the rights and obligations of any Fuel Lessor of any
Participant shall be governed by the provisions of Section 15.4 hereof
and (iii) the rights and obligations of any person specified in
Sections 32.1.2, 32.1.4 and 32.1.6 hereof shall be governed as set
forth in such Sections."
5.10 Except as provided herein, the Participation Agreement, as amended
by this Amendment No.10, shall remain in full force and effect.
6. Execution by Counterparts:
6.1 This Amendment No. 10 may be executed in any number of
counterparts, and upon execution by all Participants, each executed counterpart
shall have the same force and effect as an original instrument and as if all
Participants had signed the same instrument. Any signature page of this
Amendment No. 10 may be detached from any counterpart of this Amendment No. 10
without impairing the legal effect of any signatures thereon, and may be
attached to another counterpart of this Amendment No. 10 identical in form
hereto but having attached to it one or more signature pages.
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7. Signature Clause:
7.1 The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 10 on behalf of the party for whom
they sign. This Amendment No. 10 is hereby executed as of the 21st day of
October, 1985.
ARIZONA PUBLIC SERVICE COMPANY
By: /S/
--------------------------
Its: Chief Executive Officer
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN:
______________________ By: _______________________________
Its: _________________ Its: _______________________________
SOUTHERN CALIFORNIA EDISON
COMPANY
By: _______________________________
Its: _______________________________
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7. Signature Clause:
7.1 The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 10 on behalf of the party for whom
they sign. This Amendment No. 10 is hereby executed as of the th day of October,
1985.
ARIZONA PUBLIC SERVICE COMPANY
By:
Its:
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN:
/S/ By: /S/
----------------------- -------------------------
Its: Secretary Its: President
SOUTHERN CALIFORNIA EDISON
COMPANY
By: _______________________________
Its: _______________________________
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7. Signature Clause:
7.1 The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 10 on behalf of the party for whom
they sign. This Amendment No. 10 is hereby executed as of the 21st day of
November, 1985.
ARIZONA PUBLIC SERVICE COMPANY
By: /S/
-------------------------
Its: Chief Executive Officer
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN:
By:
Its: _________________ Its:
SOUTHERN CALIFORNIA EDISON
COMPANY
By: _______________________________
Its: _______________________________
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7. Signature Clause:
7.1 The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 10 on behalf of the party for whom
they sign. This Amendment No. 10 is hereby executed as of the th day of
November, 1985.
ARIZONA PUBLIC SERVICE COMPANY
By:
Its:
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN:
By:
Its: Its:
SOUTHERN CALIFORNIA EDISON
COMPANY
By: /S/
Its: /S/
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PUBLIC SERVICE COMPANY OF NEW MEXICO
By: ▇. ▇. ▇▇▇▇▇▇▇
Its: Senior Vice President
Power Supply
EL PASO ELECTRIC COMPANY
By: _______________________________
Its: _______________________________
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY, doing business in
the State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY
ASSOCIATION
ATTEST:
______________________ By: _______________________________
Its: _________________ Its: _______________________________
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PUBLIC SERVICE COMPANY OF NEW MEXICO
By:
Its:
EL PASO ELECTRIC COMPANY
By: /S/
Its: Senior Vice President
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY, doing business in
the State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY
ASSOCIATION
ATTEST:
______________________ By: _______________________________
Its: _________________ Its: _______________________________
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PUBLIC SERVICE COMPANY OF NEW MEXICO
By:
Its:
EL PASO ELECTRIC COMPANY
By: _______________________________
Its:
SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY, doing business in
the State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY
ASSOCIATION
ATTEST:
/S/ By: /S/
Its: Asst. Secretary Its: President
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STATE OF ARIZONA )
) ss.
County of Maricopa )
On this 21st day of November, 1985, before me, the undersigned Notary
Public, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ who acknowledged himself to be the
Chairman of the Board of ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation,
and that as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation by himself as such Chief Executive Officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/
Notary Public
My commission expires:
April 9, 1989
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STATE OF ARIZONA )
) ss.
County of Maricopa )
On this 8th day of November, 1985, before me, the undersigned Notary
Public, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ who acknowledged
themselves to be the President and Secretary of SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT, an Arizona agricultural improvement district,
and that they as such officers, being authorized so to do, executed the
foregoing instrument for the purposes therein contained by signing the name of
the district by themselves as such President and Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/ ▇▇▇ ▇. ▇▇▇▇▇
Notary Public
My commission expires:
May 3, ▇▇▇▇
- ▇▇ -
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
)ss.
County of Los Angeles )
On this 21st day of November, 1985, before me, the undersigned Notary
Public, personally appeared /S/ who acknowledged himself to be the Exec. Vice
President of SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, and
that as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation by himself as such Exec. Vice President.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/ ▇▇▇▇ ▇ ▇▇▇▇▇▇
Notary Public
My commission expires:
July 11, ▇▇▇▇
- ▇▇ -
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ )
) ss.
County of Bernalillo)
On this 31st day of October, 1985, before me, the undersigned Notary
Public, personally appeared ▇. ▇. ▇▇▇▇▇▇▇ who acknowledged himself to be the
Senior Vice President of PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico
corporation, and that as such officer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained by signing the name of
the corporation by himself as such Senior Vice President.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public
My commission expires:
July 1, ▇▇▇▇
- ▇▇ -
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ )
) ss.
County of El Paso )
On this 1st day of November, 1985, before me, the undersigned Notary
Public, personally appeared /S/ R. E. York who acknowledged himself to be the
Sr. Vice Pres of EL PASO ELECTRIC COMPANY, a Texas corporation, and that as such
officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of the corporation by himself as
such Sr. Vice Pres.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/
Notary Public
My commission expires:
July 3, 89
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STATE OF CALIFORNIA )
)ss.
County of Los Angeles )
On this 6th day of November, 1985, before me, the undersigned Notary
Public, personally appeared ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ who acknowledged
themselves to be the Pres. and Assis. Sec of SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY (doing business in the State of Arizona as SOUTHERN CALIFORNIA PUBLIC
POWER AUTHORITY ASSOCIATION), a California joint powers agency, and that they as
such officers, being authorized so to do, executed the foregoing instrument for
the purposes therein contained by signing the name of the agency by themselves
as such Pres and Assis. Sec .
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
/S/ ▇▇▇▇ ▇. ▇▇▇▇
Notary Public
My commission expires:
July 27, 1988
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EXHIBIT 10.8.8
AMENDMENT NO. 11 TO THE
ARIZONA NUCLEAR POWER PROJECT
PARTICIPATION AGREEMENT
APS Contract No.: 4172-419.00
Pursuant to Section 4 herein, this Amendment No. 11 has been filed with the
Nuclear Regulatory Commission and became effective on the 10th day of January,
1987.
June 13, 1986
(0592A)
AMENDMENT NO. 11 TO THE
ARIZONA NUCLEAR POWER PROJECT
PARTICIPATION AGREEMENT
1. PARTIES:
The parties to this Amendment No. 11 to the Arizona Nuclear Power
Project Participation Agreement, hereinafter referred to as "Amendment
No. 11", are: ARIZONA PUBLIC SERVICE COMPANY, a corporation organized
and existing under and by virtue of the laws of the State of Arizona,
hereinafter referred to as "Arizona"; SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT, an agricultural improvement district
organized and existing under and by virtue of the laws of the State of
Arizona, hereinafter referred to as " Salt River Project"; SOUTHERN
CALIFORNIA EDISON COMPANY, a corporation organized and existing under
and by virtue of the laws of the State of California, hereinafter
referred to as "Edison"; PUBLIC SERVICE COMPANY OF NEW MEXICO, a
corporation organized and existing under and by virtue of the laws of
the State of New Mexico, hereinafter referred to as "PNM"; EL PASO
ELECTRIC COMPANY, a corporation organized and existing under and by
virtue of the laws of the State of Texas, hereinafter referred to as
"El Paso"; SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, a joint powers
agency organized and existing under and by virtue of the laws of the
State of California, doing business in the State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY ASSOCIATION, hereinafter referred to
as "SCPPA"; and
- 1 -
DEPARTMENT OF WATER AND POWER OF THE CITY OF LOS ANGELES, a municipal
corporation organized and existing under and by virtue of the laws of
the State of California, hereinafter referred to as "LADWP".
2. RECITALS:
2.1 Arizona, Salt River Project, Edison, PNM, El Paso and SCPPA
are parties to a certain agreement entitled Arizona Nuclear
Power Project Participation Agreement, dated as of August 23,
1973, as amended by Amendment No. 1., dated as of January 1,
1974, Amendment No. 2, dated as of August 28, 1975, Amendment
No. 3, dated as of July 22, 1976, Amendment No. 4, dated as of
December 15, 1977, Amendment No. 5, dated as of December 5,
1979, Amendment No. 6, dated as of September 28, 1981,
Amendment No. 7, dated as of March 4, 1982, Amendment No. 8,
dated as of June 17, 1983, Amendment No. 9, dated as of June
12, 1984, and Amendment No. 10, dated as of November 21, 1985,
hereinafter referred to as the "Participation Agreement", as
so amended.
2.2 By this Amendment No. 11, the Participants desire to amend the
Participation Agreement in order to provide for the
determination of administrative and general expenses regarding
Start-Up and Pre-Operation Costs as agreed to in the letter
entitled "Letter of Understanding Concerning Administrative
and General Expense Charged to Arizona Nuclear Power Project
- 2 -
Start-Up and Pre-Operation Expenses", hereinafter referred to
as "Letter of Understanding", which became effective February
21, 1985.
2.3 Pursuant to Items D.1, D.2 and D.3 of the Letter of
Understanding, the Participants, based upon the recommendation
of the Auditing Committee, have determined that it is
desirable to implement by this Amendment No. 11 certain
changes to the formulas for determining the Operation and
Maintenance A & G Ratio, the O & M Ratio and Construction
Ratio, and the Capital A & G Ratio.
2.4 Pursuant to the Salt River Project - Los Angeles Palo Verde
Station Assignment Agreement, dated January 29, 1986, by and
between Salt River Project and LADWP, on January 29, 1986,
Salt River Project, pursuant to Section 15.3 of the
Participation Agreement, assigned and transferred to LADWP,
among other things, an undivided 5.7% interest in the Palo
Verde Nuclear Generating Station and in the Project Agreements
related thereto, and a 5.7% Generation Entitlement Share under
the Participation Agreement (all collectively referred to as
"LADWP's Palo Verde Interest") and LADWP pursuant to Section
15.5 of the Participation Agreement has accepted said
assignment and transfer and has become, and assumed the status
and obligations of, a Participant in the Palo Verde Nuclear
Generating Station to the extent of LADWP's Palo Verde
Interest.
- 3 -
3. AGREEMENT:
In consideration of the terms and conditions contained in this
Amendment No. 11, the parties agree as follows:
4. EFFECTIVE DATE:
This Amendment No. 11 shall become effective 10 days following the
filing of this Amendment No. 11 with the Nuclear Regulatory Commission,
and the effective date shall be as indicated on the cover page to this
Amendment No. 11. This Amendment No. 11 shall supersede in its entirety
the Letter of Understanding.
5. AMENDMENT NO. 11 TO THE PARTICIPATION AGREEMENT:
5.1 A new Section 3.8A is hereby added to read as follows:
"3.8A Beginning of Generating Unit Fuel Load: The date on
which the first Fuel Assembly is placed in the
reactor vessel of each Generating Unit."
5.2 A new Section 3.8B is hereby added to read as follows:
"3.8B Beginning of Generating Unit Precore Hot Functional
Test: The date on which information is first recorded
in the Hot Functional Director's Log of Information
for each Generating Unit in accordance with Section
8.1 of the PVNGS Manual, Procedure No. 90HF-1ZZ01."
- 4 -
5.3 Section 3.23 is hereby deleted in its entirety and a new
Section 3.23 is hereby added to read as follows:
"3.23 FPC Accounts: The Federal Energy Regulatory
------------ Commission's (FERC) "Uniform System of
Accounts Prescribed for Public Utilities and
Licensees (Class A and Class B)", in effect as of the
date of this Participation Agreement, and as such
system of accounts may be in effect from time to
time. References in this Participation Agreement to
any specific FPC Account number shall mean the FERC
Account number in effect as of the effective date of
this Participation Agreement or any successor FERC
Account."
5.4 Section 3.28 is hereby deleted in its entirety and a new
Section 3.28 is hereby added to read as follows:
"3.28 Generation Entitlement Share: The percentage
entitlement of each Participant to the Net Energy
Generation and to the Available Generating
Capability. Each Participant's percentage entitlement
is as follows:
- 5 -
2.28.1 Arizona = 29.1 percent
3.28.2 Salt River Project = 17.49 percent
3.28.3 Edison = 15.9 percent
3.28.4 PNM = 10.2 percent
3.28.5 El Paso = 15.8 percent
3.28.6 SCPPA = 5.91 percent
3.28.7 LADWP = 5.7 percent"
5.5 A new Section 3.45A is hereby added to read as follows:
"3.45A Power Ascension Level 50%: That point at which each
Generating Unit is certified at the fifty percent
(50%) "Reliable (Power Level) Power Operation During
Power Ascension Testing" level by the Engineering and
Operating Committee pursuant to the Engineering and
Operating Committee's Procedure No. 7."
5.6 A new Section 3.53A is hereby added to read as follows:
"3.53A Start-Up and Pre-Operation Costs: The costs of
start-up and pre-operation of ANPP as described in
Section 10A."
5.7 A new Section 10A is hereby added to read as follows:
"10A. START-UP AND PRE-OPERATION COSTS:
10A.1 For purposes of computing the allowance for
start-up and pre-operation administrative
and general expenses beginning on October 1,
1984, and through the Date of Firm Operation
- 6 -
of each respective Generating Unit, Start-Up
and Pre- Operation Costs of ANPP for each
Generating Unit, including its one- third
share of common facilities, shall consist of
all payments made and obligations incurred
by the Project Manager and the Operating
Agent as follows:
10A.1.1 Costs of pre-operational Operating
Work, as such costs are described within
Appendix G, Section G.7.1;
- 7 -
10A.1.2 Costs of training personnel for
Operating Work, as such training expenses
are described within Appendix G, Sections
G.7.3 and G.7.4;
10A.1.3 Costs of all operation and
maintenance performed by any contractor.
10A.2 Start-Up and Pre-Operation Costs shall
not receive an allowance for administrative
and general expenses except as provided
pursuant to Appendix L, attached hereto and
made a part hereof."
5.8 A new Section 38.1.7 is hereby added to read as follows:
"38.1.7 Department of Water and Power
of the City of Los Angeles
c/o Chief Electric Engineer and
Assistant Manager
P. O. Box 111
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇"
- 8 -
5.9 Section E.6 of Appendix E is hereby deleted in its entirety
and a new Section E.6 is hereby added to read as follows:
"E.6 Operation and Maintenance A & G Ratio:
E.6.1 The Operation and Maintenance A & G Ratio
shall be the percentage computed by dividing
(i) the sum of (a) the total amounts charged
to FPC Accounts 920 and 921 multiplied by
the O & M Ratio computed in accordance with
Section E.8 hereof, (b) the total amounts
directly chargeable to ANPP) and 935
(formerly 932), (c) the product of the
portion of labor charges included within (a)
and (b) above multiplied by the Payroll Tax
Ratio computed in accordance with Section
E.4 hereof, (d) the product of the labor
charges included within (a) the product of
the labor charges included within (a) and
(b) above multiplied by the Compensation
Insurance Ratio computed in accordance with
Section E.7 hereof, less (7) the one percent
(1%) portion of the administrative and
general expenses charged to FPC Accounts 920
and 921 allocable to contract operation and
- 9 -
maintenance by (ii) the direct labor (i.e.
total labor less labor charged to clearing
accounts) chargeable to operation and
maintenance accounts (exclusive of A & G),
to include O & M labor billed to
Participants and the labor portion of
Start-Up and Pre-Operation Costs subject to
the Operation and Maintenance A & G Ratio
pursuant to Section L.1.3, and to exclude
the labor portion of Start-Up and
Pre-Operation Costs subject to the
construction administrative and general
expense percentage of one percent (1%)
pursuant to Section L.1.3.
E.6.2 The following example sets forth the method
to be employed by the Operating Agent to
determine the Operation and Maintenance A &
G Ratio:
- 10 -
EXAMPLE COMPUTATION
OF OPERATION AND MAINTENANCE A & G RATIO
(Based on the Operating Agent's 1984 Experience)
Labor Total
Administrative and General Salaries
charged to FPC Account 920 $ 17,408,542 $ 17,406,779
Office Supplies and Expenses
charged to FPC Account 921 7,208,084
------------ ------------
Total $ 17,408,542 $ 24,614,863
============ ============
Total FPC Accounts 920 and 921,
multiplied by O & M Ratio @ 68.481% $ 11,921,544 $ 16,856,504
FPC Account 923 919,166
FPC Account 932 (presently 935) 1,555,913 3,127,002
------------ ------------
Subtotal $ 13,477,457 $ 20,902,672
============ ============
Payroll Taxes @ 7.126% 960,404
Pensions and Benefits @ 13.512% 1,821,074
Compensation Insurance @ 0.451% 60,783
Less that 1% portion of A & G allocable to
Contract Operation and Maintenance 1,483,314
Total administrative and general expenses ------------
allocable to operations and maintenance $ 22,261,619
============
Labor Base
Direct labor charged to system operations
and maintenance, as further defined in
Section E.6.1 148,557,953
Less direct labor charged to administrative
and general expenses (FPC 920-931 and 935) 13,160,635
------------
Labor Base $135,397,318
============
Operation and Maintenance
A & G Ratio for 1984 $22,261,619 / $135,397,318 = 16.442%
Note: All labor figures include loading for allowed time."
- 11 -
5.10 Section E.8 of Appendix E is hereby deleted in its entirety
and a new Section E.8 is hereby added to read as follows:
"E.8 O & M Ratio and Construction Ratio:
E.8.1 O & M Ratio set forth below shall be applied
to the amounts chargeable to FPC Accounts
920 and 921 for the purpose of determining
one component in the computation of the
Operation and Maintenance A & G Ratio as
provided in Section E.6 hereof.
O & M Ratio = O
L
Where: O = The Operating Agent's direct
labor chargeable to operation
and maintenance accounts
(exclusive of A & G), to include
O & M labor billed to
Participants and the labor
portion of Start-Up and Pre-
Operation Costs subject to the
Operation and Maintenance A & G
Ratio pursuant to Section
- 12 -
L.1.3, and to exclude the labor
portion of Start-Up and
Pre-Operation Costs subject to
the construction administrative
and general expense percentage
of one percent (1%) pursuant to
Section L.1.3.
L = The Operating Agent's direct
labor distributed, including
accruals, less direct labor
chargeable to FPC Accounts 920
through 931 and 935.
E.8.2 The Construction Ratio set forth below shall
be applied to the amounts chargeable to FPC
Accounts 920 and 921 for the purpose of
determining one component in the computation
of the Capital A & G Ratio as provided in
Section E.9 hereof.
Construction Ratio = C
-
L
- 13 -
Where: C = The Operating Agent's
direct labor in construction
accounts (exclusive of A & G),
to include construction labor
billed to Participants,
including the labor portion of
Start-Up and Pre- Operation
Costs subject to the
construction administrative and
general expense percentage of
one percent (1%) pursuant to
Section L.1.3, and excluding the
labor portion of Start-Up and
Pre-Operation Costs subject to
the Operation and Maintenance A
& G Ratio pursuant to Section
L.1.3.
- 14 -
L = The Operating Agent's direct
labor distributed, including
accruals, less direct labor
chargeable to FPC Accounts 920
through 931 and 935.
E.8.3 Estimated and actual O & M Ratios
and Construction Ratios shall be
determined, adjusted and used in the
manner set forth in Section E.10
hereof.
E.8.4 The following example sets forth the
method to be employed by the
Operating Agent to determine the O &
M Ratio and the Construction Ratio:
- 15 -
EXAMPLE COMPUTATION
O & M RATIO AND CONSTRUCTION RATIO
(Based on the Operating Agent's 1984 Experience)
Total direct labor in operation and maintenance
Accounts $ 148,557,953
Less: direct labor charged to administrative
and general expense FPC Accounts 920
through 931, inclusive and FPC Account 935 13,160,635
-------------
Net labor in O & M Accounts $ 135,397,318
Total direct labor charged to General Ledger
Accounts 6,255,648
Total direct labor in construction Accounts
(exclusive of A & G) 56,061,726
-------------
Total Labor Base $ 197,714,692
Ratio of net O & M labor to direct labor $ 135,397,318 = 68.481%
-------------
$ 197,714,692
Ratio of construction labor to direct labor $ 56,061,726 = 28.355%
-------------
$ 197,714,692
Note: All labor figures include loading for allowed time."
5.11 Section E.9 of Appendix E is hereby deleted in its entirety
and a new Section E.9 is hereby added to read as follows:
"E.9 Capital A & G Ratio:
E.9.1 The Capital A & G Ratio shall be the
percentage computed by dividing (i) the
amounts equal to (A) the sum of (a) the
total amounts charged to FPC Accounts 920
and 921 multiplied by the Construction Ratio
computed in accordance with Section
- 16 -
E.8 hereof, and (b) the product of the
portion of labor charges included in (a)
above multiplied by the sum of the Payroll
Tax Ratio, the Benefits Ratio and the
Compensation Insurance Ratio less (B) the
one percent (1%) portion of administrative
and general expenses charged to FPC Accounts
920 and 921 allocable to contract
construction (including the administrative
and general expenses (i) recovered on
Start-Up and Pre-Operation Costs subject to
the construction administrative and general
expense percentage of one percent (1%)
pursuant to Section L.1.3, (ii) recovered on
ANPP construction expenses, and (iii)
allocable to other contract construction) by
(ii) the direct labor in construction
accounts (exclusive of A & G), to include
construction labor billed to Participants,
excluding the labor portion of Start-Up ad
Pre-Operation Costs subject to the Operation
and Maintenance A & G pursuant to Section
L.1.3, less the labor portion of
construction expenses to which the one
percent (1%) portion of
- 17 -
administrative and general expenses is
applicable, and less the labor portion of
Start-Up and Pre-Operation Costs subject to
the construction administrative and general
expense percentage of one percent (1%)
pursuant to Section L.1.3.
E.9.2 The following example sets forth the method
to be employed by the Operating Agent to
determine the Capital A & G Ratio:
EXAMPLE COMPUTATION OF CAPITAL A & G RATIO
(Based on the Operating Agent's 1984 Experience)
Labor Total
Administrative and General Salaries
charged to FPC Account 920 $ 17,408,542 $ 17,406,779
Office Supplies and Expenses
charged to FPC Account 921 7,208,084
------------ -------------
Total $ 17,408,542 $ 24,614,863
============ =============
Total FPC Accounts 920 and 921, multiplied
by Construction Ratio @ 28.355% $ 4,936,192 $ 6,979,544
============
Payroll Taxes @ 7.126% 351,753
Pensions and Benefits @ 13.512% 666,978
Compensation Insurance @ 0.451% 22,262
Less that 1% portion of A & G allocable
to Contract Construction, as further
defined in
Section E.9.1 3,634,919
-------------
Total A & G Expense allocable to Construction $ 4, 385,618
=============
Construction Direct Labor 56,061,726
- 18 -
Compensation Insurance @ 0.451% 22,262
Less the labor portion of Construction Work,
Start-Up and Pre-Operation Costs subject
to the construction administrative and 13,496,824
general expense percentage of one percent
(1%)
Total Construction Direct Labor Base $ 42,564,902
============
Capital A & G Ratio for 1984 $4,385,618 / $42,564,902 = 10.303%
=======
Note: All labor figures include loading for allowed time."
5.12 A new Appendix L is hereby added to read as attached.
5.13 Except as provided herein, the Participation Agreement,
as amended by this Amendment No. 11, shall remain in full
force and effect.
6. EXECUTION BY COUNTERPARTS:
This Amendment No. 11 may be executed in any number of counterparts,
and upon execution by all Participants, each executed counterpart shall
have the same force and effect as an original instrument and as if all
Participants had signed the same instrument. Any signature page of this
Amendment No. 11 may be detached from any counterpart of this Amendment
No. 11 without impairing the legal effect of any signatures thereon,
and may be attached to another counterpart of this Amendment No. 11
identical in form hereto but having attached to it one or more
signature pages.
/
/
/
/
- 19 -
7. SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropriately
authorized to enter into this Amendment No. 11 on behalf of the party
for whom they sign. This Amendment No. 11 is hereby executed as of the
8th day of September, 1986.
ARIZONA PUBLIC SERVICE COMPANY
By: /S/
Its: Executive Vice President
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN:
By:
Its: Its:
SOUTHERN CALIFORNIA EDISON COMPANY
By:
Its:
/
/
/
/
/
/
/
- 20 -
7. SIGNATURE CLAUSE:
The signatories hereto represent that they have been
appropriately authorized to enter into this Amendment No. 11 on behalf
of the party for whom they sign. This Amendment No. 11 is hereby
executed as of the day of , 1986.
ARIZONA PUBLIC SERVICE COMPANY
By:
Its:
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN:
By: /S/
Its: Secretary Its: President
SOUTHERN CALIFORNIA EDISON COMPANY
By:
Its:
/
/
/
/
/
/
/
- 20 -
7. SIGNATURE CLAUSE:
The signatories hereto represent that they have been appropirately
authorized to enter into this Amendment No. 11 on behalf of the party
for whom they sign. This Amendment No. 11 is hereby executed as of the
day of , 1986.
ARIZONA PUBLIC SERVICE COMPANY
By:
Its:
SALT RIVER PROJECT AGRICULTURAL
IMPROVEMENT AND POWER DISTRICT
ATTEST AND COUNTERSIGN:
By:
Its: Its:
SOUTHERN CALIFORNIA EDISON COMPANY
By: /S/
Its: Vice President
/
/
/
/
/
/
/
- 20 -
PUBLIC SERVICE COMPANY OF NEW MEXICO
By: /S/ ▇. ▇. ▇▇▇▇▇▇▇
Its: Senior Vice President
Power Supply
EL PASO ELECTRIC COMPANY
By:
Its:
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY, doing business in the
State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY
ASSOCIATION
ATTEST:
By:
Its: Its:
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
BY
BOARD OF WATER AND POWER
COMMISSIONERS OF THE CITY OF
LOS ANGELES
By: _______________________________
Its: _______________________________
and _______________________________
Its: _______________________________
- 21 -
PUBLIC SERVICE COMPANY OF NEW MEXICO
By:
Its:
EL PASO ELECTRIC COMPANY
By: /S/
Its: Vice President
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY, doing business in the
State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY
ASSOCIATION
ATTEST:
By:
Its: Its:
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
BY
BOARD OF WATER AND POWER
COMMISSIONERS OF THE CITY OF
LOS ANGELES
By: _______________________________
Its: _______________________________
and _______________________________
Its: _______________________________
- 21 -
PUBLIC SERVICE COMPANY OF NEW MEXICO
By:
Its:
EL PASO ELECTRIC COMPANY
By:
Its:
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY, doing business in the
State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY
ASSOCIATION
ATTEST:
/S/ By: /S/
Its: Asst. Secretary Its: President
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
By
BOARD OF WATER AND POWER COMMISSIONERS
OF THE CITY OF LOS ANGELES
By: _____________________________
and Secretary
- 21 -
PUBLIC SERVICE COMPANY OF NEW MEXICO
By:
Its:
EL PASO ELECTRIC COMPANY
By:
Its:
SOUTHERN CALIFORNIA PUBLIC POWER
AUTHORITY, doing business in the
State of Arizona as SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY
ASSOCIATION
ATTEST:
By:
I Its:
DEPARTMENT OF WATER AND POWER
OF THE CITY OF LOS ANGELES
By: /S/
- 21 -
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this 8th day of September, 1986, before me, the undersigned
Notary Public, personally appeared /S/ who acknowledged himself to be the
Executive Vice President of ARIZONA PUBLIC SERVICE COMPANY, an Arizona
corporation, and that he as such officer, being authorized so to do, executed
the foregoing instrument for the purposes therein contained by signing the name
of the company by himself as such Executive Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/
Notary Public
My commission expires:
April 6, 1987
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this day of , 1986, before me, the undersigned Notary
Public, personally appeared and who acknowledged themselves to the and
________________________ of SALT RIVER PROJECT AGRICULTURAL IMPROVEMENT AND
POWER DISTRICT, an Arizona agricultural improvement district, and that they as
such officers, being authorized so to do, executed the foregoing instrument for
the purposes therein contained by signing the name of the company by themselves
as such __________________ and __________________.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
/
/
- 22 -
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this day of , 1986, before me, the undersigned Notary
Public, personally appeared and who acknowledged himself to be the of ARIZONA
PUBLIC SERVICE COMPANY, an Arizona corporation, and that he as such officer,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained by signing the name of the company by himself as such
_____________.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this 29th day of July, 1986, before me, the undersigned
Notary Public, personally appeared /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇ who
acknowledged themselves to the President and Secretary of SALT RIVER PROJECT
AGRICULTURAL IMPROVEMENT AND POWER DISTRICT, an Arizona agricultural improvement
district, and that they as such officers, being authorized so to do, executed
the foregoing instrument for the purposes therein contained by signing the name
of the company by themselves as such and
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/
Notary Public
My commission expires:
April 29, 1987 /
/
- 22 -
STATE OF CALIFORNIA )
) ss.
County of Los Angeles )
On this 26th day of August, 1986, before me, the undersigned
Notary Public, personally appeared /S/ ▇. ▇. ▇▇▇▇▇▇▇▇▇ who acknowledged himself
to the Vice President of SOUTHERN CALIFORNIA EDISON COMPANY, a California
corporation, and that he as such officer, being authorized so to do, executed
the foregoing instrument for the purposes therein contained by signing the name
of the company by himself as such Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Notary Public
My commission expires:
Aug. 19, ▇▇▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ )
) ss.
County of Bernalillo )
On this day of , 1986, before me, the undersigned Notary
Public, personally appeared who acknowledged himself to be the of PUBLIC SERVICE
COMPANY OF NEW MEXICO, a New Mexico corporation, and that he as such officer,
being authorized so to do, executed the foregoing instrument for the purposes
therein contained by signing the name of the company by himself as such
_____________.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
/
/
/
- 23 -
STATE OF CALIFORNIA )
) ss.
County of Los Angeles )
On this day of , 1986, before me, the undersigned Notary
Public, personally appeared who acknowledged himself to be the of SOUTHERN
CALIFORNIA EDISON COMPANY, a California corporation, and that he as such
officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of the company by himself as such
_____________.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
STATE OF NEW MEXICO )
) ss.
County of Bernalillo )
On this 25th day of September, 1986, before me, the
undersigned Notary Public, personally appeared /S/ ▇. ▇. ▇▇▇▇▇▇▇ who
acknowledged himself to be the Senior Vice President of PUBLIC SERVICE COMPANY
OF NEW MEXICO, a New Mexico corporation, and that he as such officer, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained by signing the name of the company by himself as such Senior Vice
President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public
My commission expires:
July 1, 1988
/
/
/
- 23 -
STATE OF TEXAS )
) ss.
County of El Paso )
On this 18th day of July, 1986, before me, the undersigned
Notary Public, personally appeared /S/ ▇. ▇. ▇▇▇▇▇▇ who acknowledged himself to
be the Vice President of EL PASO ELECTRIC COMPANY, a Texas corporation, and that
he as such officer, being authorized so to do, executed the foregoing instrument
for the purposes therein contained by signing the name of the company by himself
as such Vice President.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/ ▇▇▇▇▇▇▇ ▇. Jhea
Notary Public
My commission expires:
▇-▇-▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ )
) ss.
County of Los Angeles )
On this day of , 1986, before me, the undersigned Notary
Public, personally appeared __________________ and __________________ who
acknowledged themselves to be the __________________ and __________________ of
SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY, (doing business in the State of
Arizona as SOUTHERN CALIFORNIA POWER AUTHORITY ASSOCIATION), a California joint
powers agency, and that they as such officers, being authorized so to do,
executed the foregoing instrument for the purposes therein contained by signing
the name of the company by themselves as such __________________ and
__________________.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
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STATE OF TEXAS )
) ss.
County of El Paso )
On this day of , 1986, before me, the undersigned Notary
Public, personally appeared who acknowledged himself to be the of EL PASO
ELECTRIC COMPANY, a Texas corporation, and that he as such officer, being
authorized so to do, executed the foregoing instrument for the purposes therein
contained by signing the name of the company by himself as such .
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
Notary Public
My commission expires:
STATE OF CALIFORNIA )
) ss.
County of Los Angeles )
On this 30th day of July, 1986, before me, the undersigned
Notary Public, personally appeared /S/ ▇▇▇▇ ▇. ▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇ who
acknowledged themselves to be the President and Asst Secretary of SOUTHERN
CALIFORNIA PUBLIC POWER AUTHORITY (doing business in the State of Arizona as
SOUTHERN CALIFORNIA POWER AUTHORITY ASSOCIATION), a California joint powers
agency, and that they as such officers, being authorized so to do, executed the
foregoing instrument for the purposes therein contained by signing the name of
the company by themselves as such President and Asst Secretary.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My commission expires:
/
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STATE OF CALIFORNIA )
) ss.
County of Los Angeles )
On this 29th day of October, 1986, before me, the undersigned
Notary Public, personally appeared /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, who acknowledged himself
to be the Assistant Chief Engineer - Power of DEPARTMENT OF WATER AND POWER OF
THE CITY OF LOS ANGELES, a California municipal corporation, and that he as such
officer, being authorized so to do, executed the foregoing instrument for the
purposes therein contained by signing the name of the company by himself as such
Assistant Chief Engineer - Power.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
Notary Public
My commission expires:
November 10. 1988
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- 25 -
APPENDIX L
START-UP AND PRE-OPERATION ADMINISTRATIVE AND GENERAL EXPENSE
L.1 Calculation of Start-Up and Pre-Operation A & G Expense
L.1.1 For the period from October 1, 1984 through completion of
start-up and pre-operation activities for ANPP, the
administrative and general expense associated with such
activities for each Generating unit shall be determined by the
following formula: (An example calculation is shown in Exhibit
L-A.) AGE = [(SUPO) x (OMF) x (OMAG)] + [(SUPO) x (1-OMF) x
(CFAG)] where:
AGE = Monthly start-up and pre-operation administrative
and general expenses for each Generating Unit.
SUPO = Monthly Start-Up and Pre-Operation Costs for each
Generating Unit.
OMF = Percent (expressed as a decimal) of the total
monthly Start-Up and Pre-Operation Costs for each
Generating Unit to be allocated to the operation and
maintenance administrative and general expense
formula, as determined in Section L.1.3.
OMAG = Operation and maintenance administrative and
general expense percentages as determined and applied
in Sections E.1.7 and E.1.9 of the Participation
Agreement.
L-1
CFAG = Construction administrative and general expense
percentage of one percent (1%) as applied pursuant to
Section D.1.14 of the Agreement.
L.1.2 Start-Up and Pre-Operation Costs for ANPP common
facilities shall be allocated by apportioning
one-third (1/3) of these expenses to each ANPP
Generating Unit prior to determining the
administrative and general expense associated with
each Generating Unit.
L.1.3 To determine start-up and pre-operation
administrative and general expense (AGE) in Section
L.1.1 the monthly total Start-Up and Pre-Operation
Costs for each ANPP Generating Unit, including its
common facilities share, shall be allocated between
construction and operation & maintenance in
accordance with the benchmark time period begins in
the middle of a month, the change in percentage
allocation to construction and operation &
maintenance expenses shall take place on the first
day of the calendar month following such benchmark.
L-2
Benchmark Time Period Percent Allocation Between
Operation & Maintenance
and Construction
for Each Generating Unit OMF/1-OMF)
a. 10/1/84 to eight (8) months 25% O&M/75% Construction
prior to Beginning of
Generating Unit Precore Hot
Functional Test.
b. Eight (8) months prior to 50% O&M/50% Construction
Beginning of Generating Unit
▇▇▇▇▇▇ Hot Functional Test to
Beginning of Generating Unit
▇▇▇▇▇▇ Hot Functional Test.
c. Beginning of Generating Unit 70% O&M/30% Construction
▇▇▇▇▇▇ Hot Functional Test to
Beginning of Generating Unit
Fuel Load.
d. Beginning of Generating Unit 90% O&M/10% Construction
Fuel Load to satisfy
completion of Power Ascension
Level 50%
e. Satisfactory completion of 100% O&M
Power Ascension Level 50% to
completion of start-up and
pre-operation.
L.2 Adjustments
L.2.1 The benchmark time periods in Items L.1.3a and L.1.3b require
an estimate of the Beginning of Generating Unit Precore Hot
Functional Test for a Generating Unit. Should the actual date
for the Beginning of Generating Unit Precore Hot Functional
Test for a Generating Unit be different than estimated,
adjustments shall be made to the amount of administrative and
general expense actually charged based on the appropriate
allocation of Start-Up and Pre-Operation Costs to construction
and operation & maintenance expenses.
L-3
L.2.2 Amounts of administrative and general expense determined
pursuant to the Letter of Understanding for the period October
1, 1984 through March, 1985 that were different than the
amount actually paid for the same period have, pursuant to the
Letter of Understanding appeared as a credit on the request
for advancement of Operating Funds for ANPP dated June 14,
1985, Request No. PVO-093. Such expense differences accrued
interest at the rate from time to time publicly announced by
Citibank, N. A., New York, New York, as its prime interest
rate less two percent (2%), from the date of payment of such
difference to the date of mailing of the request for
advancement of Operating Funds. Any such amounts were
allocated to each Participant in accordance with its
Generation Entitlement Share, and were clearly delineated on
the Operating Agent's requests for advancement of Operating
Funds.
L.3 Credit to Future Requests for Advancement of Operating Funds
for ANPP
L.3.1 The Operating Agent shall credit to future requests for
advancement of Operating Funds, thirteen million dollars
(13,000,000) plus interest, determined pursuant to Section
L.3.2 of this Appendix L, for administrative and general
expense charged to Start-Up and Pre-Operation Costs through
L-4
September 30, 1984. Such credit will be allocated to each
Participant in accordance with its Generation Entitlement
Share, and is separate and in addition to any adjustment to
administrative and general expense necessitated by the routine
annual adjustment to the Operation and Maintenance A & G Ratio
pursuant to Section E.10.2 of the Participation Agreement. No
other adjustments shall be made to change administrative and
general expense charged to Start-Up and Pre-Operation Costs
through September 30, 1984, except for those related to any
future adjustments made to Start-Up and Pre-Operation Costs
incurred through such date.
L.3.2 Interest will be charged on the unpaid balance of the thirteen
million dollars ($13,000,000) credit beginning on October 1,
1984. The interest rate to be applied will be the rate from
time to time publicly announced by Citibank, N.A., New York,
New York, as its prime interest rate, less two percent (2%).
The initial credit shall include all interest accrued from
September 30, 1984, and subsequent monthly credits will be
applied first against accrued interest. In addition to such
monthly payments of all accrued interest, the principal
balance shall be amortized by crediting monthly an amount
equal to not less than one twenty-fourth (1/24) of such amount
L-5
until the full thirteen million dollars ($13,000,000)
principal amount has been credited. Pursuant to the Letter of
Understanding, the intimal credit hereunder occurred with the
first request for the advancement of Operating Funds dated
March 1, 1985.
L-6
EXHIBIT L-A
SAMPLE CALCULATION of
MONTHLY ADMINISTRATIVE AND GENERAL EXPENSE FOR
START-UP AND PRE-OPERATION COSTS FOR
ANPP GENERATING UNIT NO. 1
AGE = [(SUPO) x (OMF) x ([OMAG)] + [(SUPO) x (1-OMF) x (CFAG)]
ASSUMPTIONS
SUPO = $9,500,000 (1)
OMF = 90%
OMAG = 16.442% of Project Manager's/Operating Agent's ANPP
labor, plus 1% of contractor's costs, plus 0% of
other costs.
CFAG = 1%
Project Manager's/Operating Agent's ANPP Labor Costs =
$4,750,000
CONTRACTOR COSTS = $3,800,000
OTHER COSTS = $950,000
CALCULATION:
AGE = [($9,500,000) x (.9) x (OMAG)] + ($9,500,000)(1-.9) x (CFAG)]
(4,750,000)(.9)(.16442)
[($9,500,000) x (.9) x (OMAG)] =+(3,800,000)(.9)(.01) = $737,096
+(950,000)(.9)(.01)
[($9,500,000) x (1-.9) x (CFAG)] = ($9,500,000)(.1)(0.0) = $9,500
AGE = $737,096 + $9,500
AGE = $746,596
(1) Includes 1/3 of Start-Up and Pre-Operation Costs for common
facilities.
(2) The OMAG rate will be applied to only the Project Manager's/Operating
Agent's ANPP labor incurred for Start-Up and Pre-Operation Costs times
the OMF factor in effect.
L-7