Exhibit 10.5
AMENDED AND RESTATED
INTERCONNECTION AND OPERATING
AGREEMENT
Between
VIRGINIA ELECTRIC AND POWER COMPANY
and
OLD DOMINION ELECTRIC COOPERATIVE
Dated: As of July 29, 1997
TABLE OF CONTENTS
ARTICLE I - DEFINITIONS......................................................
1.01 Agreement............................................................
1.02 Alternate Power Source...............................................
1.03 Annual Fuel Adjustment Factor........................................
1.04 Capability...........................................................
1.05 Clover Agreements....................................................
1.06 Clover Facilities....................................................
1.07 Clover Operating Agreement...........................................
1.08 Clover Ownership Interest............................................
1.09 Clover Purchase, Construction and Ownership Agreement................
1.10 Combined Electric Systems............................................
1.11 Combined System Annual Peak Demand...................................
1.12 Combined System Loss Percentage......................................
1.13 Combined System Monthly Capability...................................
1.14 Combined System Monthly Peak Demand..................................
1.15 Common Facilities....................................................
1.16 Displacement Peaking Energy..........................................
1.17 Displacement Reserve Energy..........................................
1.18 Displacement Supplemental Energy.....................................
1.19 Effective Date.......................................................
1.20 Events of Default....................................................
1.21 Excluded Peaking Capacity............................................
1.22 Excluded Peaking Energy..............................................
1.23 Excluded Supplemental Capacity.......................................
1.24 Excluded Supplemental Energy.........................................
1.25 Executive Committee..................................................
1.26 FERC.................................................................
1.27 Fixed Monthly A&G Fee................................................
1.28 Holidays.............................................................
1.29 Interconnected Systems...............................................
1.30 Interconnection Points...............................................
1.31 Interest Rates.......................................................
1.32 Major Spare Parts....................................................
1.33 Market Price.........................................................
1.34 Monthly Peaking Energy Charge........................................
1.35 Monthly Reserve Energy Charge........................................
1.36 Monthly Supplemental Demand Charge...................................
1.37 Monthly Supplemental Energy Charge...................................
1.38 Network Operating Agreement..........................................
1.39 North ▇▇▇▇ A&G Costs.................................................
1.40 North ▇▇▇▇ Facilities................................................
1.41 North ▇▇▇▇ Nuclear Power Station.....................................
1.42 North ▇▇▇▇ Operating Committee.......................................
1.43 North ▇▇▇▇ Unit 1....................................................
1.44 North ▇▇▇▇ Unit 2....................................................
1.45 North ▇▇▇▇ Unit(s)...................................................
1.46 Nuclear Fuel.........................................................
1.47 Nuclear Fuel Agreement...............................................
1.48 Off-Peak Hours.......................................................
1.49 Old Dominion.........................................................
1.50 Old Dominion Generation Resources....................................
1.51 Old Dominion Members.................................................
1.52 Old Dominion Monthly Accredited Firm Capacity........................
1.53 Old Dominion Monthly Accredited Firm Energy..........................
1.54 Old Dominion Monthly Accredited Non-firm Capacity....................
1.55 Old Dominion Monthly Accredited Non-firm Energy......................
1.56 Old Dominion Monthly Billing Demand..................................
1.57 Old Dominion Monthly Billing Energy..................................
1.58 Old Dominion Monthly Clover Capacity.................................
1.59 Old Dominion Monthly Delivered Demand................................
1.60 Old Dominion Monthly Delivered Energy................................
1.61 Old Dominion Monthly Delivered SEPA Capacity.........................
1.62 Old Dominion Monthly Delivered SEPA Energy...........................
1.63 Old Dominion Monthly Demand..........................................
1.64 Old Dominion Monthly Energy..........................................
1.65 Old Dominion Monthly Maximum Diversified Demand......................
1.66 Old Dominion Monthly North ▇▇▇▇ Capacity.............................
1.67 Old Dominion Monthly North ▇▇▇▇ Energy...............................
1.68 Old Dominion Monthly Reserve Energy..................................
1.69 Old Dominion Monthly Supplemental Demand.............................
1.70 Old Dominion Monthly Supplemental Energy.............................
1.71 Old Dominion's North ▇▇▇▇ Percentage Ownership Interest..............
1.72 Old Dominion Reserve Capacity........................................
1.73 Old Dominion System..................................................
1.74 On-Peak Hours........................................................
1.75 Open Access Transmission Tariff......................................
1.76 Operating Inventory..................................................
1.77 Parties..............................................................
1.78 Peaking Capacity.....................................................
1.79 Peaking Capacity Charge..............................................
1.80 Peaking Energy.......................................................
1.81 Planning and Administration Committee................................
1.82 Prudent Utility Practices............................................
1.83 Purchase, Construction and Ownership Agreement.......................
1.84 Reserve Capacity Charge..............................................
1.85 RUS..................................................................
1.86 SEPA.................................................................
1.87 Support Facilities...................................................
1.88 System Reserve Margin................................................
1.89 Transmission Service Agreement.......................................
1.90 Virginia Power.......................................................
1.91 Virginia Power System................................................
1.92 Wholesale Power Contracts............................................
ARTICLE II - NORTH ▇▇▇▇ OPERATING COMMITTEE..................................
2.01 North ▇▇▇▇ Operating Committee.......................................
2.02 Meetings and Voting Rights...........................................
2.03 Duties of Operating Committee........................................
2.04 Expenses of Operating Committee......................................
2.05 Resolution of Disputes...............................................
ARTICLE III - PLANNING AND ADMINISTRATION....................................
3.01 Planning and Administration Committee................................
3.02 Meetings.............................................................
3.03 Duties of the Planning and Administration Committee..................
3.04 Future Transmission Planning.........................................
3.05 Exchange of Information..............................................
3.06 Expenses of the Planning and Administration Committee................
3.07 Resolution of Disputes...............................................
3.08 SEPA Contract........................................................
ARTICLE IV - INTERCONNECTION AND PROTECTION OF SYSTEMS.......................
4.01 Obligation for Adequate Facilities...................................
4.02 Protection of Systems................................................
ARTICLE V - VIRGINIA POWER'S AUTHORITY AND RESPONSIBILITY WITH
RESPECT TO OLD DOMINION'S NORTH ▇▇▇▇ GENERATION..........................
5.01 Virginia Power as Agent of Old Dominion..............................
ARTICLE VI - TRANSMISSION SERVICES...........................................
6.01 Old Dominion Transmission Service....................................
6.02 Native Load Status...................................................
6.03 SEPA Capacity Transmission Service...................................
ARTICLE VII - ENTITLEMENTS TO CAPACITY AND ENERGY............................
7.01 Entitlements of the Parties to Capacity and Energy...................
ARTICLE VIII - SUPPLEMENTAL DEMAND AND ENERGY, PEAKING
CAPACITY AND ENERGY, AND RESERVE CAPACITY AND ENERGY.....................
8.01 Supplemental Demand and Energy.......................................
8.02 Charges for Purchases By Old Dominion Pursuant to Section 8.01.......
8.03 Peaking Capacity and Energy Purchases................................
8.04 Limitation on Virginia Power's Obligation to Serve
Supplemental Demand and Provide Supplemental Energy..................
8.05 Reserve Capacity and Energy and Charges Therefor Related
to the North ▇▇▇▇ Facilities and Clover Facilities...................
8.06 Reserve Capacity and Reserve Capacity Charges for
Jointly Planned Generation Resources.................................
8.07 Exchange of Displacement Energy......................................
8.08 Limitations of Parties' Rights to Seek Regulatory Review.............
ARTICLE IX - FACILITIES CHARGES..............................................
9.01 Facilities Charges...................................................
ARTICLE X - BILLING..........................................................
10.01 Billing Methods.....................................................
10.02 Rendering ▇▇▇▇......................................................
10.03 Payment.............................................................
10.04 Methods of Payment..................................................
10.05 No Arbitration; Resolution of Disputes..............................
10.06 Billing Adjustments.................................................
ARTICLE XI - OPERATING COSTS.................................................
11.01 Operating Costs.....................................................
11.02 Nuclear Fuel Costs..................................................
ARTICLE XII - ACCOUNTING MATTERS AND ACCESS TO BOOKS
AND RECORDS..............................................................
12.01 Responsibility and Method of Accounting.............................
12.02 Right to Inspect Records, Etc.......................................
12.03 Confidentiality.....................................................
ARTICLE XIII - LIABILITY, SERVICE INTERRUPTIONS AND
FORCE MAJEURE...........................................................
13.01 Liability...........................................................
13.02 Responsibility on Either Side of Interconnection Point..............
13.03 Force Majeure.......................................................
13.04 Remedy..............................................................
ARTICLE XIV - REPRESENTATIONS AND WARRANTIES.................................
14.01 Representations and Warranties of Virginia Power....................
14.02 Representations and Warranties of Old Dominion......................
14.03 Conditions Precedent................................................
ARTICLE XV - TERM OF AGREEMENT...............................................
ARTICLE XVI - FILING WITH FERC...............................................
ARTICLE XVII - DEFAULT.......................................................
17.01 Events of Default...................................................
17.02 Virginia Power's Rights on Default of Old Dominion..................
17.03 Old Dominion's Rights on Default of Virginia Power..................
17.04 Disputes Concerning Default.........................................
17.05 Additional Obligations..............................................
17.06 Injunctive Relief...................................................
17.07 No Remedy Exclusive.................................................
17.08 Agreement to Pay All Costs to Cure Default..........................
17.09 General Covenant by the Parties.....................................
ARTICLE XVIII - MISCELLANEOUS................................................
18.01 No Delay............................................................
18.02 Further Documentation...............................................
18.03 Notice..............................................................
18.04 Headings Not to Affect Meaning......................................
18.05 No Association, Trust, Joint Venture or Partnership; Tax Matters....
18.06 Successors and Assigns..............................................
18.07 Counterparts........................................................
18.08 Severability........................................................
18.09 Applicable Law......................................................
18.10 No Waiver...........................................................
18.11 Computation of Time.................................................
18.12 Survivorship of Obligations.........................................
18.13 Executive Committee.................................................
18.14 Entire Agreement....................................................
18.15 Non-Exclusive Agreement.............................................
18.16 Relationship of the Parties.........................................
18.17 Singular and Plural.................................................
18.18 Equal Opportunity...................................................
18.19 Good Faith..........................................................
18.20 Merger of Documents.................................................
18.21 Environment.........................................................
18.22 Kick-backs..........................................................
18.23 Nonsegregated Facilities............................................
18.24 Historic Places.....................................................
18.25 Public Officials Not to Benefit.....................................
18.26 Flood Insurance Act.................................................
18.27 Safety..............................................................
18.28 Buy American........................................................
18.29 Regulatory Changes..................................................
ARTICLE XIX - AMENDMENT......................................................
APPENDIX A - COMMON FACILITIES
APPENDIX B - MAJOR SPARE PARTS
APPENDIX C - NORTH ▇▇▇▇ UNIT 1
APPENDIX D - NORTH ▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇▇▇ ▇ - ▇▇▇ ▇▇▇▇▇▇▇▇ MEMBERS
APPENDIX F - SUPPORT FACILITIES
APPENDIX G - CHARGES FOR PURCHASES BY OLD DOMINION
APPENDIX H - DETERMINATION OF PURCHASE AMOUNTS BY OLD DOMINION
APPENDIX I - CHARGES FOR RESERVE CAPACITY
APPENDIX J - FACILITIES CHARGES
APPENDIX K - VIRGINIA ELECTRIC AND POWER COMPANY MONTHLY STATEMENT TO OLD
DOMINION
APPENDIX L - VIRGINIA POWER NORTH ▇▇▇▇ NUCLEAR STATION NUCLEAR PRODUCTION
AND MAINTENANCE EXPENSES
APPENDIX M - PEAKING CAPACITY AND ENERGY
This AGREEMENT, dated as of July 29, 1997 and amending and restating
the Interconnection and Operating Agreement Between Virginia Electric and Power
Company and Old Dominion Electric Cooperative Dated: As of December 28, 1982,
Amended and Restated October 17, 1983, between VIRGINIA ELECTRIC AND POWER
COMPANY ("Virginia Power"), a Virginia public service corporation with its
principal office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, and OLD DOMINION
ELECTRIC COOPERATIVE ("Old Dominion"), a Virginia generation and transmission
cooperative with its principal office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ (individually, a "Party," together, the "Parties"), provides as
follows:
WHEREAS, Virginia Power is a public service corporation engaged in
furnishing electric utility service in portions of Virginia and North Carolina,
and as such owns and operates facilities for the generation, transmission and
distribution of electricity within those states; and
WHEREAS, Old Dominion, a generation and transmission cooperative
organized and existing under the laws of the Commonwealth of Virginia and
comprising, among others, the Old Dominion Members, is charged with the
responsibility of providing power and energy to its Old Dominion Members either
through generation facilities owned by it or by the purchase of power and energy
from others; and
WHEREAS, Virginia Power and Old Dominion entered into a Purchase,
Construction and Ownership Agreement, under which Virginia Power sold and Old
Dominion purchased an ownership interest in North ▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇, Common Facilities, Support Facilities, Major Spare Parts, Operating Inventory
and the Nuclear Fuel used or to be used for North ▇▇▇▇ Units 1 and 2, all as set
forth in the Purchase, Construction and Ownership Agreement and Nuclear Fuel
Agreement; and
WHEREAS, pursuant to that Purchase, Construction and Ownership
Agreement, Virginia Power sold to Old Dominion a portion of its North ▇▇▇▇
generation facilities and, through the Interconnection and Operating Agreement
Between Virginia Power and Old Dominion Dated: December 28, 1982, Amended and
Restated October 17, 1983 ("Interconnection and Operating Agreement"), agreed to
operate Old Dominion's portion of such generation, supplying to it at the
Interconnection Points such electricity as is generated from Old Dominion's
portion of these facilities; and
WHEREAS, pursuant to this amended and restated Agreement, Virginia
Power will continue to operate Old Dominion's portion of the North ▇▇▇▇
generation facilities and supply such electricity as is generated from Old
Dominion's portion of these facilities to the Interconnection Points; and
WHEREAS, pursuant to the Clover Purchase, Construction and Ownership
Agreement and the Clover Operating Agreement, Virginia Power and Old Dominion
each hold a fifty-percent undivided interest in the two unit, coal-fired Clover
Power Station, and Virginia Power has agreed to operate and supply to Old
Dominion such electricity that is generated from Old Dominion's portion of that
facility in accordance with the terms and conditions of the Clover Operating
Agreement; and
WHEREAS, Old Dominion will require capacity and energy in an amount
exceeding that available from its portion of generation at North ▇▇▇▇ and Clover
and may desire to purchase supplemental electric service from Virginia Power, or
from others, or to construct and operate additional generation facilities of its
own pursuant to the terms and conditions of this amended and restated Agreement;
and
WHEREAS, Virginia Power and Old Dominion entered into Amendment No. 1
to the Interconnection and Operating Agreement, dated as of the 12th day of
October 1994, which amendment provided for the purchase and sale of firm Peaking
Capacity and associated energy and Virginia Power and Old Dominion wish to
incorporate the terms of that Amendment No. 1, as modified herein, into this
amended and restated Agreement; and
WHEREAS, Virginia Power and Old Dominion desire to enter into this
Agreement which will include revised terms, conditions, and pricing under which
Virginia Power will provide, among other things, Old Dominion supplemental
demand and energy, reserve capacity and energy, peaking capacity and energy, and
transmission service.
NOW, THEREFORE, in consideration of the premises and the mutual
obligations hereafter stated, the Parties hereto agree as follows:
ARTICLE I
Definitions
The following definitions shall be included as part of this Agreement.
Other terms used herein shall have the respective meanings set forth in the
Purchase, Construction and Ownership Agreement, the Nuclear Fuel Agreement, the
Clover Agreements and the Virginia Power Open Access Transmission Tariff.
1.01 Agreement . This amended and restated Interconnection and
Operating Agreement dated as of July 29, 1997, between Virginia Power and Old
Dominion.
1.02 Alternate Power Source . Any source of capacity or energy that
provides Excluded Supplemental Capacity, Excluded Supplemental Energy,
Displacement Supplemental Energy, Excluded Peaking Capacity, Excluded Peaking
Energy, Displacement Peaking Energy or Displacement Reserve Energy. Virginia
Power shall be an Alternate Power Source to the extent it supplies such
capacity or energy on terms and conditions other than those set forth in this
Agreement.
1.03 Annual Fuel Adjustment Factor. The annual fuel cost
adjustment factor described in Appendix G, Section VI. hereof.
1.04 Capability. The net summer or winter (as applicable) rating
of a generating unit or other power supply resource, measured in megawatts, as
determined by Virginia Power. Capability shall be established and modified in
accordance with Prudent Utility Practices following the same methodology
Virginia Power uses in establishing the capability of all generating units
on its system.
1.05 Clover Agreements. The Clover Operating Agreement and the
Clover Purchase, Construction and Ownership Agreement.
1.06 Clover Facilities . The coal-fired generating units located in
Halifax County, Virginia, ("Clover") designated as Clover ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇, and the related real property, equipment and facilities, as more
specifically defined in the Clover Purchase, Construction and Ownership
Agreement, wherever located, that are properly chargeable to Clover Unit 1
or Clover Unit 2 under the Uniform System of Accounts.
1.07 Clover Operating Agreement. The Clover Operating Agreement
Between Virginia Electric and Power Company and Old Dominion Electric
Cooperative Dated as of May 31, 1990.
1.08 Clover Ownership Interest. The respective fee simple undivided
ownership interest, expressed as a percentage, in the Clover Facilities owned
by each Party, as may be modified from time to time pursuant to the Clover
Agreements.
1.09 Clover Purchase, Construction and Ownership Agreement . The
Clover Purchase, Construction and Ownership Agreement Between Old Dominion
Electric Cooperative and Virginia Electric and Power Company Dated as of May 31,
1990.
1.10 Combined Electric Systems . The combined electric generating,
transmission, and distribution facilities of the Virginia Power System and the
Old Dominion System.
1.11 Combined System Annual Peak Demand . The maximum 60-minute
integrated Combined System Monthly Peak Demand in a single clock hour at
generation level for the calendar year.
1.12 Combined System Loss Percentage. The losses, expressed as a
percentage, incurred by Virginia Power in delivering capacity and energy from
the generation level to the Interconnection Points, including transmission and
distribution energy losses pursuant to the Open Access Transmission Tariff.
1.13 Combined System Monthly Capability. The sum of North ▇▇▇▇
Unit 1 monthly Capability, North ▇▇▇▇ Unit 2 monthly Capability, Clover Unit
1 monthly Capability, Clover Unit 2 monthly Capability, Old Dominion Monthly
Accredited Firm Capacity and Old Dominion Monthly Accredited Non-Firm
Capacity, plus the monthly Capability of all other Virginia Power owned or
leased generation.
1.14 Combined System Monthly Peak Demand. The maximum combined net
one-hour kilowatt demand at the generation level for that calendar month made
up of the combined individual demands for that hour of Virginia Power and Old
Dominion Members excluding those demands of the Old Dominion Members supplied
through arrangements with parties other than Virginia Power.
1.15 Common Facilities. All those facilities, including but not
limited to both real and personal property, exclusive of North ▇▇▇▇ ▇▇▇▇ ▇,
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇, Support Facilities, Nuclear Fuel, Operating Inventory and
Major Spare Parts which are purchased, leased or otherwise obtained only
in connection with the construction, operation and maintenance of more than
one nuclear unit located at North ▇▇▇▇ Nuclear Power Station. Common
Facilities are more specifically described as of the date hereof in Appendix A.
1.16 Displacement Peaking Energy. The amount of energy, at generation
level, by which Old Dominion's purchase of Peaking Energy from Virginia Power
is reduced pursuant to Section 8.03(b)(ii).
1.17 Displacement Reserve Energy. The amount of energy, at
generation level, by which Old Dominion's purchase of Old Dominion Monthly
Reserve Energy from Virginia Power is reduced pursuant to Section 8.05(c).
1.18 Displacement Supplemental Energy. The amount of energy, at
generation level, by which Old Dominion's purchase of Old Dominion Monthly
Supplemental Energy from Virginia Power is reduced pursuant to Section
8.01(d)(ii).
1.19 Effective Date. The later of (1) January 1, 1998 or (2)
the date on which FERC permits this Agreement to become effective.
1.20 Events of Default. The events of default pursuant to Section
17.01 hereof.
1.21 Excluded Peaking Capacity. The amount of capacity, at
generation level, which Old Dominion obtains pursuant to Section
8.03(a)(iii), other than purchases from Virginia Power under this Agreement to
serve Peaking Capacity, and such capacity shall be treated as Old Dominion
Monthly Accredited Firm Capacity.
1.22 Excluded Peaking Energy. The amount of energy, at generation
level, associated with Excluded Peaking Capacity.
1.23 Excluded Supplemental Capacity. The amount of capacity, at
generation level, which Old Dominion obtains pursuant to Sections 8.01(a)(iii),
(iv) or (v), other than purchases from Virginia Power under this Agreement to
serve the Old Dominion Monthly Supplemental Demand and also the amount of
capacity, at generation level, described in Section 8.02 (c)(v). All such
capacity shall be treated as Old Dominion Monthly Accredited Firm Capacity.
1.24 Excluded Supplemental Energy. The amount of energy, at
generation level, associated with Old Dominion's Excluded Supplemental Capacity.
1.25 Executive Committee. The committee as provided in Section
18.13 hereof.
1.26 FERC. The Federal Energy Regulatory Commission, including any
successor governmental agency.
1.27 Fixed Monthly A&G Fee. The fixed amount of monthly North ▇▇▇▇
A&G Costs to be paid by Old Dominion for administration and general services
performed by Virginia Power on behalf of the North ▇▇▇▇ plant and its
employees, as described in Section 11.01(b) and Appendix L.
1.28 Holidays. The days on which banking institutions in the City
of Richmond, Virginia, are authorized by law to close.
1.29 Interconnected Systems. The Virginia Power System and the Old
Dominion System.
1.30 Interconnection Points. The points at which the Virginia
Power System and the Old Dominion System are interconnected.
1.31 Interest Rates
(a) Special Interest Rate. A rate per annum equal to the prime
rate of The Chase Manhattan Bank, N.A., New York, New York, or its successor, in
effect from time to time plus three percentage points (3%).
(b) Regular Interest Rate. In the case of interest payments
owing to Virginia Power or Old Dominion pursuant to this Agreement, an interest
rate per annum equal to the prime rate of the Chase Manhattan Bank, N.A., or its
successor, as in effect from time to time.
1.32 Major Spare Parts. Those major items designated by the
Parties that the Parties keep in inventory for possible use in replacing similar
items in units located not only at the North ▇▇▇▇ Nuclear Power Station but
also at other power stations. The parts that shall be designated as Major
Spare Parts for purposes of this Agreement shall be designated by the
Parties in Appendix B. Thereafter, Major Spare Parts shall be designated
by the North ▇▇▇▇ Operating Committee established under Article II of
this Agreement. The Major Spare Parts are further described, and the
methods of calculating the percentage ownership and cost responsibilities of
the Parties in the Major Spare Parts are also included in Appendix B.
1.33 Market Price. The price for electric capacity as determined
by market forces and based on existing or projected market conditions for
wholesale power. Old Dominion and Virginia Power agree that on or before July
1, 2000, Old Dominion and Virginia Power shall begin negotiations that are
to be concluded no later than December 31, 2000, to select a methodology to
determine a benchmark of the Market Price.
1.34 Monthly Peaking Energy Charge. The monthly charge for peaking
energy as calculated pursuant to Appendix G, Sections V. and VI., hereof.
1.35 Monthly Reserve Energy Charge. The monthly charge for reserve
energy as calculated pursuant to Appendix G, Sections IV. and VI., hereof.
1.36 Monthly Supplemental Demand Charge. The monthly charge for
supplemental demand calculated pursuant to Appendix G, Section I., hereof.
1.37 Monthly Supplemental Energy Charge. The monthly charge for
supplemental energy as calculated pursuant to Appendix G , Sections III. and
VI., hereof.
1.38 Network Operating Agreement. The Network Operating Agreement
Between Virginia Electric and Power Company and Old Dominion Electric
Cooperative under Virginia Power's Open Access Transmission Tariff and any
amendments or supplements thereto entered into by Old Dominion and Virginia
Power for network service that have been accepted and permitted to go into
effect by FERC.
1.39 North ▇▇▇▇ A&G Costs. Any administrative and general costs
directly attributable to North ▇▇▇▇ pursuant to Article XI.
1.40 North ▇▇▇▇ Facilities. North ▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇,
the Common Facilities, the Support Facilities, the Operating Inventory,
and the Major Spare Parts, but excluding Nuclear Fuel, which is the subject of
the Nuclear Fuel Agreement.
1.41 North ▇▇▇▇ Nuclear Power Station. The nuclear generating
plant located in Louisa, Orange, and Spotsylvania Counties, Virginia ("North
▇▇▇▇").
1.42 North ▇▇▇▇ Operating Committee. The committee ("Operating
Committee") as provided in Article II hereof.
1.43 North ▇▇▇▇ Unit 1. The nuclear generating unit located in
Louisa County, Virginia, designated as North ▇▇▇▇ Unit 1 (more specifically
described in Appendix C hereto), representing the cost of all additions,
improvements, betterments and replacements thereto, but excluding the
Common Facilities, the Support Facilities, the Nuclear Fuel, the Operating
Inventory and the Major Spare Parts.
1.44 North ▇▇▇▇ Unit 2. The nuclear generating unit located in
Louisa County, Virginia, designated as North ▇▇▇▇ Unit 2 (more specifically
described in Appendix D hereto), representing the cost of all additions,
improvements, betterments and replacements thereto, but excluding the
Common Facilities, the Support Facilities, the Nuclear Fuel, the Operating
Inventory and the Major Spare Parts.
1.45 North ▇▇▇▇ Unit(s). Either, or both, of North ▇▇▇▇ Unit 1 or
North ▇▇▇▇ Unit 2.
1.46 Nuclear Fuel. For the purpose of this Agreement, Nuclear
Fuel shall have the meaning as defined in the Nuclear Fuel Agreement.
1.47 Nuclear Fuel Agreement. The Nuclear Fuel Agreement Between
Virginia Electric and Power Company and Old Dominion Electric Cooperative Dated:
As of December 28, 1982, Amended and Restated October 17, 1983.
1.48 Off-Peak Hours. Off-Peak Hours are all hours other than those
described as On-Peak Hours.
1.49 Old Dominion. Old Dominion Electric Cooperative, a Virginia
generation and transmission cooperative, and its successors and assigns.
1.50 Old Dominion Generation Resources. Old Dominion Monthly
North ▇▇▇▇ Capacity, Old Dominion Monthly Accredited Firm Capacity, Old
Dominion Monthly Accredited Non-firm Capacity, Old Dominion Monthly Delivered
SEPA Capacity and any additional generation resources obtained by Old Dominion
through joint planning with Virginia Power provided, however, any portion of
an Old Dominion generating resource that serves demands other than those of
the Old Dominion Members shall not be considered Old Dominion Generation
Resources.
1.51 Old Dominion Members. For purposes of this Agreement, those
rural electric distribution cooperatives, including their successors and
assigns, each of which distributes electricity in areas in which Virginia Power
provides requirements service at wholesale or retail as of the Effective Date.
For purposes of this Agreement, the Old Dominion Members shall mean those
cooperatives listed in Appendix E as of the Effective Date subject to the
deletion of members from time to time, together with their respective delivery
points, as such delivery points have been added or deleted from time to time.
1.52 Old Dominion Monthly Accredited Firm Capacity. Monthly firm
capacity owned or obtained by Old Dominion and that is determined by the
Planning and Administration Committee in accordance with Prudent Utility
Practice as not requiring reserves.
1.53 Old Dominion Monthly Accredited Firm Energy. The energy
associated with the Old Dominion Monthly Accredited Firm Capacity.
1.54 Old Dominion Monthly Accredited Non-firm Capacity. Monthly
non-firm capacity owned or obtained by Old Dominion and that is determined by
the Planning and Administration Committee in accordance with Prudent
Utility Practice as requiring reserves.
1.55 Old Dominion Monthly Accredited Non-firm Energy. The energy
associated with the Old Dominion Monthly Accredited Non-firm Capacity.
1.56 Old Dominion Monthly Billing Demand. The Old Dominion
Monthly Supplemental Demand less Excluded Supplemental Capacity plus, if
any, the kilowatts by which the most recent 12-month average Old Dominion
Monthly Maximum Diversified Demand exceeds 110% of the most recent 12-month
average Old Dominion Monthly Delivered Demand with such excess being adjusted
for losses to reflect load at the generation level by multiplying by the
factor of 100 divided by 100 minus the Combined System Loss Percentage.
1.57 Old Dominion Monthly Billing Energy. The Old Dominion Monthly
Supplemental Energy, less Excluded Supplemental Energy, less Displacement
Supplemental Energy.
1.58 Old Dominion Monthly Clover Capacity. For each Clover Unit,
the Capability of such unit multiplied by Old Dominion's Clover Ownership
Interest. The total Old Dominion Monthly Clover Capacity shall be the sum of
such capacity for Clover Units 1 and 2. Such capacity shall be considered
an Old Dominion Generation Resource and treated as Old Dominion Monthly
Accredited Non-Firm Capacity.
1.59 Old Dominion Monthly Delivered Demand. The combined Old
Dominion hourly demands measured at the Interconnection Points for the
clock-hour during which the Combined System Monthly Peak Demand occurs.
1.60 Old Dominion Monthly Delivered Energy. The combined Old
Dominion Members' energy requirements for that month measured at the
Interconnection Points.
1.61 Old Dominion Monthly Delivered SEPA Capacity. The total
megawatts of monthly capacity delivered at the Interconnection Points
in accordance with contract(s) between SEPA and Old Dominion Members.
1.62 Old Dominion Monthly Delivered SEPA Energy. The energy
associated with the Old Dominion Monthly Delivered SEPA Capacity.
1.63 Old Dominion Monthly Demand. The Old Dominion Monthly
Delivered Demand less Old Dominion Monthly Delivered SEPA Capacity with such
difference being adjusted for losses to reflect load at the generation level
by multiplying by the factor of 100 divided by 100 minus the Combined System
Loss Percentage.
1.64 Old Dominion Monthly Energy. Old Dominion Monthly Delivered
Energy less Old Dominion Monthly Delivered SEPA Energy, as such energy may be
available from time to time, with such difference being adjusted for losses
to reflect energy at the generation level by multiplying by the factor of 100
divided by 100 minus the Combined System Loss Percentage.
1.65 Old Dominion Monthly Maximum Diversified Demand. The combined
Old Dominion Members' monthly maximum coincident hourly demand measured at the
Interconnection Points during the On-Peak Hours.
1.66 Old Dominion Monthly North ▇▇▇▇ Capacity. For each generating
unit at the North ▇▇▇▇ Nuclear Power Station, the Capability of such unit
multiplied by Old Dominion's North ▇▇▇▇ Percentage Ownership Interest. The
total Old Dominion Monthly North ▇▇▇▇ Capacity shall be the sum of such capacity
for North ▇▇▇▇ Units l and 2.
1.67 Old Dominion Monthly North ▇▇▇▇ Energy. The energy associated
with Old Dominion Monthly North ▇▇▇▇ Capacity at the North ▇▇▇▇ Nuclear Power
Station.
1.68 Old Dominion Monthly Reserve Energy . The total amount of
energy at 100% capacity factor that could have been produced by Old Dominion
Monthly North ▇▇▇▇ Capacity and any other Old Dominion Monthly Accredited
Nonfirm Capacity for which Virginia Power provides reserves when the resource
is subject to full or partial outage conditions (planned, unplanned, scheduled
or unscheduled outages and including any deration of generator units), less Old
Dominion Monthly Accredited Non-firm Energy that could have been produced but
was not produced for economic dispatch reasons, less Old Dominion Monthly
North ▇▇▇▇ Energy, less Old Dominion Monthly Accredited Non-firm Energy,
less Displacement Reserve Energy.
1.69 Old Dominion Monthly Supplemental Demand. The Old Dominion
Monthly Demand, less the Old Dominion Monthly North ▇▇▇▇ Capacity, less other
Old Dominion Monthly Accredited Firm Capacity, less Old Dominion Monthly
Accredited Non-firm Capacity, less Peaking Capacity and less Excluded Peaking
Capacity.
1.70 Old Dominion Monthly Supplemental Energy. The Old Dominion
Monthly Energy, less the Old Dominion Monthly North ▇▇▇▇ Energy, less the Old
Dominion Monthly Accredited Firm Energy, less the Old Dominion Monthly
Accredited Non-firm Energy (less Clover Economy Sales to Virginia Power),
less the Old Dominion Monthly Reserve Energy, less Displacement Reserve
Energy, less the energy associated with Clover Economy Purchases from
Virginia Power, less Peaking Energy, less Displacement Peaking Energy and
less Excluded Peaking Energy.
1.71 Old Dominion's North ▇▇▇▇ Percentage Ownership Interest.
Except as otherwise modified by the operation of Sections 15.03, 16.01 or
16.02 of the Purchase, Construction and Ownership Agreement, an undivided
ownership interest in the North ▇▇▇▇ Facilities equal to 11.6 percent in each of
North ▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇, the Common Facilities, the Operating
Inventory and the Major Spare Parts, and a percentage in the Support Facilities
as determined in accordance with Appendix F.
1.72 Old Dominion Reserve Capacity. An amount in kilowatts
equal to: the sum of (a) the actual Old Dominion Monthly North ▇▇▇▇
Capacity and (b) the actual Old Dominion Monthly Accredited Non-firm Capacity,
such sum multiplied by the System Reserve Margin.
1.73 Old Dominion System. The generation, transmission,
distribution and other facilities owned or leased by Old Dominion or the Old
Dominion Members as shown on their books of account from time to time and
located in the area in which Virginia Power provides requirements service at
wholesale or retail as of the Effective Date.
1.74 On-Peak Hours. On-Peak Hours are the hours between 7:00 a.m.
and 10:00 p.m., Monday through Friday, for the months of October through May,
and the hours between 10:00 a.m. and 10:00 p.m., Monday through Friday, for the
months of June through September.
1.75 Open Access Transmission Tariff. Virginia Power's Open Access
Transmission Tariff, and any successors thereto, filed with, accepted, and
permitted to go into effect by FERC.
1.76 Operating Inventory. Equipment, spare parts, tools, goods and
supplies (excluding Nuclear Fuel and Major Spare Parts) to be used solely for
the operation, maintenance or modification of the North ▇▇▇▇ Units and
recorded on Virginia Power's books of account in accordance with the Uniform
System of Accounts.
1.77 Parties. Virginia Power and Old Dominion.
1.78 Peaking Capacity. Firm peaking capacity supplied by Virginia
Power pursuant to Sections 8.03(a)(i) and (ii) and 8.03(e) hereof. Old
Dominion's purchase of such capacity shall be considered an additional Old
Dominion Generation Resource and treated as Old Dominion Monthly Accredited
Firm Capacity.
1.79 Peaking Capacity Charge. The monthly charge for Peaking
Capacity as calculated pursuant to Appendix G, Section II. hereof.
1.80 Peaking Energy. The energy associated with the Peaking
Capacity as determined pursuant to Sections 8.03(b)(i) and (ii).
1.81 Planning and Administration Committee. The committee as
provided in Article III hereof.
1.82 Prudent Utility Practices. Any of the practices, methods,
and acts engaged in or accepted by a significant portion of the electric
utility industry at the time the decision was made, or any of the practices,
methods, and acts that, in the exercise of reasonable judgment in light of
the facts known at the time the decision was made, would have been expected
to accomplish the desired result at a reasonable cost consistent with reasonable
reliability, safety, expedition and protection of the environment. Prudent
Utility Practices are not intended to be limited to the optimum practices,
methods, or acts to the exclusion of all others, but rather to a spectrum of
possible practices, methods, or acts engaged in or accepted by a significant
portion of the electric utility industry at the time the decision was made.
1.83 Purchase, Construction and Ownership Agreement. The Purchase,
Construction and Ownership Agreement Between Virginia Electric and Power Company
and Old Dominion Electric Cooperative Dated: As of December 28, 1982 Amended and
Restated October 17, 1983.
1.84 Reserve Capacity Charge. The monthly charge for Old Dominion
Reserve Capacity as determined pursuant to Section 8.05 and Appendix I, hereof.
1.85 RUS. The Rural Utilities Service, successor agency to the
Rural Electrification Administration, and any successor governmental agency.
1.86 SEPA. The Southeastern Power Administration, including any
successor governmental agency.
1.87 Support Facilities. All those facilities, wherever situated,
including, but not limited to, both real and personal property, exclusive of
Common Facilities, Nuclear Fuel, Operating Inventory and Major Spare Parts,
which are purchased, leased or otherwise obtained for the construction,
operation and maintenance of one or more nuclear unit(s) located at the North
▇▇▇▇ Nuclear Power Station and one or more nuclear unit(s) located at Virginia
Power's Surry Nuclear Power Station or at such other location as Virginia Power
may have an interest in any nuclear facility. Support Facilities, and investment
and cost responsibilities of the Parties therefor, are more specifically
described in Appendix F hereto.
1.88 System Reserve Margin . Shall be determined for the month of the
projected Combined System Annual Peak Demand as (1) the ratio of (a) the
projected Combined System Monthly Capability in that month plus projected
purchases from third parties in that month of the approximate reliability of the
Combined System Monthly Capability less projected sales to third parties in that
month of the approximate reliability of the Combined System Monthly Capability,
but in no event to include purchases or sales of economy energy, emergency
energy, or other such nondependable transactions, divided by (b) the projected
Combined System Annual Peak Demand, (2) less one. The System Reserve Margin
shall be calculated in accordance with the orders, directives or guidelines of
regulatory bodies or regional reliability councils.
1.89 Transmission Service Agreement . The Service Agreement For Network
Integration Transmission Service To Old Dominion Electric Cooperative under
Virginia Power's Open Access Transmission Tariff and any amendments or
supplements thereto entered into by Old Dominion and Virginia Power for
transmission service that have been accepted and permitted to go into effect by
FERC.
1.90 Virginia Power. Virginia Electric and Power Company, a
Virginia public service corporation, and its successors and assigns.
1.91 Virginia Power System. The generation, transmission,
distribution and other facilities owned by Virginia Power as shown on its books
of accounts from time to time or facilities leased by Virginia Power.
1.92 Wholesale Power Contracts. The several wholesale power
contracts between Old Dominion and the Old Dominion Members for the purchase of
electric energy and capacity by the Old Dominion Members from Old Dominion, as
in effect from time to time.
ARTICLE II
North ▇▇▇▇ Operating Committee
2.01 North ▇▇▇▇ Operating Committee. To coordinate operations in
carrying out the terms of this Agreement associated with the North ▇▇▇▇
Facilities, Virginia Power will appoint four members and Old Dominion will
appoint two members to the North ▇▇▇▇ Operating Committee ("Operating
Committee"). Each member of the Operating Committee shall be fully authorized to
act on behalf of its Party with respect to all matters contemplated by this
Agreement but will not be authorized to alter or amend the Agreement. Each Party
shall notify the other in writing of the names of the persons who will serve as
the members of the Operating Committee and, if desired, the names of any persons
who may serve as alternates when the members are unable to act. Virginia Power's
members may be changed, in Virginia Power's sole discretion and from time to
time, by at least ten (10) days' prior written notice to Old Dominion. Old
Dominion's members may be changed, in Old Dominion's sole discretion and from
time to time, by at least ten (10) days' prior written notice to Virginia Power.
2.02 Meetings and Voting Rights. Meetings shall be held at the
discretion of the Operating Committee but at least shall be held quarterly.
Minutes of each meeting shall be kept and shall be approved by the Operating
Committee at its next meeting. Decisions of the Operating Committee shall be
made upon vote by the Operating Committee with the voting power of each Party
determined by its entitlement to the capability of North ▇▇▇▇ Units 1 and 2 as
provided in Section 2.03 of the Purchase, Construction and Ownership Agreement.
2.03 Duties of Operating Committee. The Operating Committee shall,
subject to Virginia Power's authority and obligations under Article V and any
other limitations in this Agreement, act upon those matters relating to the
coordination of the operation of the North ▇▇▇▇ Facilities necessary for the
implementation of this Agreement.
2.04 Expenses of Operating Committee. The expenses of each member
of the Operating Committee, and his alternate and associates, shall be borne by
the Party he represents. Other expenses of the Operating Committee will be
shared as agreed upon by the Operating Committee. Any expense not agreed to
unanimously by the Operating Committee shall be borne by the Party incurring it.
2.05 Resolution of Disputes. If any dispute should arise regarding
the operating function that cannot be resolved by the Operating Committee, the
dispute and the circumstances surrounding such dispute shall be presented to the
Executive Committee, which is empowered in Section 18.13 to resolve such
disputes.
ARTICLE III
Planning and Administration
3.01 Planning and Administration Committee. In order to carry out the
terms of this Agreement, Virginia Power will appoint four members and Old
Dominion will appoint two members to the Planning and Administration Committee.
Each member of the Planning and Administration Committee shall be fully
authorized to act on behalf of its Party with respect to all matters
contemplated by this Agreement but will not be authorized to alter or amend the
Agreement. Each Party shall notif the other in writing of the names of the
persons who will serve as the members of the Planning and Administration
Committee and, if desired, the names of any persons who may serve as alternate
when the members are unable to act. Virginia Power's members may be changed in
Virginia Power's sole discretion and from time to time, by at least ten (10)
days' prior written notice to Old Dominion. Old Dominion's members may be
changed, in Old Dominion's sole discretion and from time to time, by at least
ten (10) days' prior written notice to Virginia Power.
3.02 Meetings. Meetings shall be held at the discretion of the
Planning and Administration Committee but at least shall be held semi-annually.
3.03 Duties of the Planning and Administration Committee.
(a) The Planning and Administration Committee shall be
responsible for the general administration of this Agreement in accordance with
Prudent Utility Practices. In addition, the Planning and Administration
Committee may, but is not obligated to, consider joint planning of future
generation facilities. The Planning and Administration Committee will also
discuss new governmental regulations, issues and changes in the industry in
which the Parties have a mutual interest, establish committees required for the
orderly administration of the Agreement but not specifically provided for in the
Agreement, and address any other matter in which cooperation, coordination or
agreement is necessary.
(b) For the purposes of joint planning, Old Dominion
shall furnish Virginia Power annually, prior to January 1, a forecast of its
system loads for at least the succeeding ten (10) year period. Virginia Power
shall furnish Old Dominion annually, prior to January 1, a forecast of its
system loads for at least the succeeding ten (10) year period and its target
reserve level. If either Old Dominion or Virginia Power makes an official
revision to the forecasts during the year, notification of such revision shall
be given in writing to the other Party in a timely fashion. Each Party shall
provide an explanation of any significant deviation from historic trends in its
forecast.
3.04 Future Transmission Planning. Virginia Power shall continue
to plan and be responsible for its future transmission system pursuant to the
Virginia Power Open Access Transmission Tariff and the Network Operating
Agreement. Virginia Power and Old Dominion agree to consider in the future
joint ownership of transmission facilities where reasonable net benefits will
accrue to both Parties.
3.05 Exchange of Information. Each Party will make available, upon
request, information used in, or useful to, the administration of this
Agreement. Other specific rights for information are covered in other parts of
this Agreement.
3.06 Expenses of the Planning and Administration Committee. Each
Party shall pay all expenses of its representatives. Other expenses incurred by
the committee will be shared as agreed upon by the Planning and Administration
Committee. Any expense not agreed to unanimously by the Planning and
Administration Committee shall be borne by the Party incurring it.
3.07 Resolution of Disputes. If any disputes relating to the
duties of the Planning and Administration Committee should arise that cannot be
resolved by the Planning and Administration Committee, the dispute and the
circumstances surrounding such dispute shall be presented to the Executive
Committee, which is empowered in Section 18.13 to resolve such disputes.
3.08 SEPA Contract. The Parties agree that if and when Virginia
Power's contract with SEPA is changed from time to time, the Planning and
Administration Committee shall recommend to the Parties such modifications in
this Agreement as are necessary to conform with any such changes.
ARTICLE IV
Interconnection and Protection of Systems
4.01 Obligation for Adequate Facilities. Virginia Power and Old
Dominion are each obliged to provide, on its own system or through this
Agreement and other arrangements, generation or distribution facilities or
service adequate to serve expected loads and to maintain all such facilities in
a suitable condition of repair so that they may be operated in accordance with
Prudent Utility Practices and not impose a burden on any other system.
4.02 Protection of Systems. Old Dominion shall refrain from, and shall
require Old Dominion Members to refrain from, any acts, transactions, and uses
of equipment, appliances or devices which may have a significant adverse effect
upon the reliability or characteristics of the Virginia Power System. Virginia
Power shall refrain and shall require its customers to refrain from any acts,
transactions, and uses of equipment, appliances or devices which may have a
significant adverse effect upon the reliability or characteristics of the Old
Dominion System.
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ARTICLE V
Virginia Power's Authority and Responsibility
with Respect to Old Dominion's North ▇▇▇▇ Generation
5.01 Virginia Power as Agent of Old Dominion .
(a) Old Dominion hereby appoints Virginia Power (such
appointment shall be irrevocable for the term of this Agreement and coupled with
an interest) its sole agent, subject, however, to Old Dominion's right of
reasonable inspection through authorized representatives, to act on its behalf
for the operation, maintenance, modifications and fueling (including the
procurement of nuclear fuel), of the North ▇▇▇▇ Facilities and authorizes
Virginia Power in the name of and on behalf of Old Dominion to take all
reasonable actions which, in the discretion and judgment of Virginia Power, are
deemed necessary or advisable to effect the operation, maintenance,
modifications and fueling (including the procurement of nuclear fuel) of the
North ▇▇▇▇ Facilities, including, without limitation, the following:
(i) the making of such agreements and modifications of
existing agreements and the taking of such other action as
Virginia Power deems necessary or appropriate, in its sole
discretion, or as may be required under the regulations or
directives of such governmental bodies and regulatory agencies
having jurisdiction, with respect to the operation,
maintenance, modifications and fueling (including the
procurement of nuclear fuel) of the North ▇▇▇▇ Facilities;
(ii) the execution and filing with such governmental
bodies and regulatory agencies having jurisdiction of
applications, amendments, reports and other documents and
filings for or in connection with licensing, operation and
other regulatory matters with respect to the North ▇▇▇▇
Facilities; and
25
(iii) the receipt on Old Dominion's behalf of any notice
or other communication from any governmental body or
regulatory agency having jurisdiction, as to any licensing,
operation or other regulatory matter with respect to the
North ▇▇▇▇ Facilities.
(b) As relates to all third parties, this agency designation
shall be binding on Old Dominion, and such appointment shall be deemed in effect
by each third party until termination of this Agreement pursuant to the terms
hereof and until such third party receives written notification from Virginia
Power of any termination thereof.
(c) Virginia Power accepts such appointment. In discharging
all of its duties and responsibilities hereunder, Virginia Power will act in
good faith and in accordance with Prudent Utility Practices. Virginia Power's
duties and responsibilities shall include, but not be limited to, establishing
organizational structure and manpower requirements, maintaining an adequate work
force through Virginia Power's personnel administration policies, arranging and
procuring necessary or desirabl materials and services for operation of the
North ▇▇▇▇ Facilities, determining scheduled outages for routine inspections,
refueling and general maintenance, scheduling, dispatching and loading of the
North ▇▇▇▇ Facilities, preparing and filing applications, reports and other
documents relating to operation of the North ▇▇▇▇ Facilities, establishing
reasonable rules for visits to the North ▇▇▇▇ Facilities, and determining the
need for, and subsequently constructing, any capital additions or modifications
to the North ▇▇▇▇ Facilities.
Virginia Power shall not, solely because of Old Dominion's ownership
interest in the North ▇▇▇▇ Facilities make any adverse distinctions in
operation, maintenance, modifications, fueling, scheduling, or dispatching as
between the North ▇▇▇▇ Facilities and any other generating
26
unit or facilities in which Virginia Power has an ownership interest. Nothing
herein shall interfere with Virginia Power's authority and responsibility
for the operation of, maintenance of, modifications to, fueling of, and
improvements to all of its other generation facilities. Virginia Power shall
make available upon request by Old Dominion regularly prepared monthly
reports which contain specific information on all generating facilities
including, but not limited to, operating expenses, maintenance expenses,
fuel expenses, generating statistics, fuel reports, operating statistics and
other information reasonably available. Virginia Power will also have the right
to submit data relating to operation of the North ▇▇▇▇ Facilities to any other
entity. Old Dominion will make available all information or data necessary
for Virginia Power to schedule and dispatch generation.
(d) Old Dominion agrees that it will take all necessary action
in a prompt manner to execute any agreements for the operation, maintenance,
modifications and fueling of the North ▇▇▇▇ Facilities as and when requested by
Virginia Power to permit Virginia Power to carry out its authority and
responsibilities pursuant to this Section 5.01.
27
ARTICLE VI
Transmission Services
6.01 Old Dominion Transmission Service. Except as provided for in
Section 6.03, Virginia Power will furnish transmission service and all related
ancillary services required by Old Dominion for the Old Dominion Members under
Virginia Power's Open Access Transmission Tariff, commencing on the Effective
Date. Due to the unique characteristics of network customers' systems and the
level of customer-specific information and arrangements required under a network
operating agreement, specific terms and conditions recognizing local or
system-specific factors affecting transmission service to Old Dominion will be
stated in the Transmission Service Agreement or Network Operating Agreement.
6.02 Native Load Status.
(a) Virginia Power will plan, construct, operate and maintain
the Virginia Power transmission system, in accordance with Prudent Utility
Practices, such that Virginia Power will be able to provide reliable
transmission service to Old Dominion over the Virginia Power transmission
system. Virginia Power shall include Old Dominion's network load in its
transmission system planning and shall, consistent with Prudent Utility
Practices, construct and place into service sufficient transmission capacity to
deliver Old Dominion's network resources to serve Old Dominion's network load on
a basis comparable to Virginia Power's delivery of its own generating and
purchased resources.
(b) Protecting and preserving Old Dominion's native load
status as defined under Order Nos. 888 and 888A is a fundamental principle of
this Agreement. Failure to meet the requirements of Section 6.02(a) shall
frustrate the intent of the Parties to this Agreement.
28
6.03 SEPA Capacity Transmission Service. Old Dominion Monthly
Delivered SEPA Capacity and Old Dominion Monthly Delivered SEPA Energy will be
transmitted to the Interconnection Points by separate agreement between Virginia
Power and SEPA or pursuant to Virginia Power's Open Access Transmission Tariff.
29
ARTICLE VII
Entitlements to Capacity and Energy
7.01 Entitlements of the Parties to Capacity and Energy. Subject
to the provisions of Sections 15.03, 16.01 and 16.02 of the Purchase,
Construction and Ownership Agreement, Old Dominion shall be entitled to 11.6% of
the capacity and energy from North ▇▇▇▇ Units 1 and 2. Subject to the provisions
of Sections 15.03, 16.01 and 16.02 of the Purchase, Construction and Ownership
Agreement, Virginia Power shall be entitled to the balance of the capacity and
energy from each unit.
30
ARTICLE VIII
Supplemental Demand and Energy, Peaking Capacity and Energy, and
Reserve Capacity and Energy
8.01 Supplemental Demand and Energy .
(a) Supplemental Demand.
(i) Virginia Power shall sell monthly to Old
Dominion, and Old Dominion shall purchase monthly from
Virginia Power, the Old Dominion Monthly Supplemental Demand
in the amounts necessary to supply the needs of the Old
Dominion Members not met from Old Dominion Generation
Resources, from the Effective Date through December 31, 2001,
and one-half of the Old Dominion Monthly Supplemental Demand
requirements for calendar year 2002.
(ii) Except as otherwise provided in this Article
VIII of the Agreement, effective January 1, 2002 through
December 31, 2002, Virginia Power shall also offer to sell
capacity equal to the remaining one-half of the Old Dominion
Monthly Supplemental Demand requirements and for January 1,
2003, through August 31, 2005, Virginia Power shall offer to
sell all of the Old Dominion Monthly Supplemental Demand
requirements, unless Virginia Power provides written notice to
Old Dominio prior to January 1, 2000, that it elects not to so
supply Old Dominion. Prior to October 1, 2000, Old Dominion
shall provide to Virginia Power a projection of the remaining
one-half of the Old Dominion Monthly Supplemental Demand for
each month of calendar year 2002. The Parties shall review Old
Dominion's projection, and the projection of the remaining
one-half of the Old Dominion Monthly Supplement Demand shall
be subject to the mutual
31
acceptance of the Parties. The remaining one-half of the
Old Dominion Monthly Supplemental Demand shall be equivalent
to this mutually accepted projection and shall be considered
fixed and Virginia Power shall provide the balance of the
Old Dominion Monthly Supplemental Demand pursuant to
Section 8.01(a)(i) regardless of the actual Old Dominion
Monthly Supplemental Demand in calendar year 2002.
(iii) For calendar year 2002, if Virginia Power
has provided the notice described in Section 8.01(a)(ii),
Old Dominion shall purchase capacity from an Alternate
Power Source to serve the remaining one-half of the Old
Dominion Monthly Supplemental Demand for that year. Such
capacity shall be deemed Excluded Supplemental Capacity.
(iv) For calendar year 2002, if Virginia Power does
not provide the notice described in Section 8.01(a)(ii), Old
Dominion shall by January 1, 2001, provide Virginia Power with
written notice of whether Old Dominion will: (1) purchase the
remaining one-half of the Old Dominion Monthly Supplemental
Demand from Virginia Power at the Monthly Supplemental Demand
Charge rates applicable for that year under Appendix G,
Section I.A.; or (2) obtain the remaining one-half of the Old
Dominion Monthly Supplemental Demand from Virginia Power or an
Alternate Power Source pursuant to the terms of Section
8.02(b)(ii). Such capacity obtained from an Alternate Power
Source shall be deemed Excluded Supplemental Capacity.
(v) From January 1, 2003 through August 31, 2005, if
Virginia Power does not provide the notice described in
Section 8.01(a)(ii), Old Dominion will obtain all of the Old
Dominion Monthly Supplemental Demand from Virginia
32
Power or an Alternate Power Source pursuant to the terms of
Section 8.02(b)(ii). Such capacity obtained from an Alternate
Power Source shall be deemed Excluded Supplemental Capacity.
(vi) After August 31, 2005, Virginia Power is not
obligated to sell to Old Dominion, and Old Dominion is not
obligated to purchase from Virginia Power, the Old Dominion
Monthly Supplemental Demand.
(vii) The calculation to determine the Old Dominion
Monthly Supplemental Demand shall be as set forth in Appendix
H, Section I.
(b) Increases in Supplemental Demand. Old Dominion may not
increase the Old Dominion Monthly Supplemental Demand requirements beyond that
occasioned by normally expected load growth unless Virginia Power shall agree.
Except as otherwise provided in this Article VIII of the Agreement, Virginia
Power agrees to provide the Old Dominion Monthly Supplemental Demand in the
amounts required by Old Dominion to serve its present and future demands except
for such increases in demands which may arise from an undertaking by Old
Dominion, or one or more of the Old Dominion Members, to serve (1) a source of
demand outside the area in which Virginia Power provides requirements service at
wholesale or retail as of the Effective Date or (2) any additional load which is
substantially different from the size and type of load included by Virginia
Power in its system planning and which, if served, (i) would compel an
enlargement of Virginia Power's generation facilities not otherwise included by
Virginia Power in its system planning or (ii) would impair Virginia Power's
ability to render reasonably adequate service to its other retail and wholesale
customers. However, a new customer imposing a load in excess of 100 megawatts
shall not be defined as normally expected load growth unless sufficient notice
shall have been provided to Virginia Power. Furthermore,
33
increases in load occurring after the Effective Date resulting from mergers
between Old Dominion Members and entities that are not Old Dominion Members or
acquisitions of new wholesale customers by Old Dominion or Old Dominion Members
shall not be defined as normally expected load growth.
(c) Reductions in Supplemental Demand. Old Dominion's
purchases of supplemental demand shall be reduced by the amount of Old Dominion
Monthly Accredited Firm Capacity and Old Dominion Monthly Accredited Non-firm
Capacity obtained by Old Dominion, which for any period shall be equal to the
sum of: (1) the amount of capacity jointly owned or planned with Virginia
Power, other than North ▇▇▇▇, (2) the amount of Excluded Supplemental Capacity
obtained by Old Dominion, (3) the amount o Peaking Capacity obtained by Old
Dominion, (4) the amount of Excluded Peaking Capacity obtained by Old Dominion,
and (5) those amounts purchased pursuant to Section 8.02(c).
(d) Supplemental Energy.
(i) Except as otherwise provided in this Article VIII
of the Agreement, from the Effective Date through August 31,
2005, Virginia Power shall offer to sell to Old Dominion the
Old Dominion Monthly Supplemental Energy less any Excluded
Supplemental Energy, to the extent that Virginia Power
supplies supplemental capacity.
(ii) Old Dominion shall be entitled to displace up to
two-thirds of the annual Old Dominion Monthly Supplemental
Energy requirements for calendar year 1998 by obtaining such
energy from an Alternate Power Source. Effective January 1,
1999, Old Dominion shall be entitled to displace all or any
portion of its annual purchases of Old Dominion Monthly
Supplemental Energy requirements
34
from Virginia Power by obtaining such energy from an Alternate
Power Source. Such displaced energy shall be deemed
Displacement Supplemental Energy.
(iii) From the Effective Date forward, delivery of
any Displacement Supplemental Energy will be in
accordance with the schedules provided by Old Dominion
or its power suppliers to Virginia Power and pursuant to
Sections 6.01 and 6.02 of this Agreement and the Transmission
Service Agreement.
(iv) From the Effective Date through August 31, 2005,
whenever Old Dominion obtains Excluded Supplemental Capacity,
it also shall be responsible for obtaining all of the
energy associated with such Excluded Supplemental
Capacity. Such energy shall be deemed Excluded
Supplemental Energy.
(v) Prior to October 1, 2000, Old Dominion shall
provide to Virginia Power a projection of the remaining
one-half of the Old Dominion Monthly Supplemental Energy for
each month of calendar year 2002. The Parties shall review
Old Dominion's projection, and the projection of the remaining
one-half of the Old Dominion Monthly Supplemental Energy shall
be subject to the mutual acceptance of the Parties. The
remaining one-half of the Old Dominion Monthly Supplemental
Energy shall be equivalent to this mutually accepted
projection and shall be considered fixed and Virginia Power
shall provide the balance of the Old Dominion Monthly
Supplemental Energy pursuant to 8.01(d)(i) regardless of the
actual Old Dominion Monthly Supplemental Energy in calendar
year 2002.
(vi) The calculation to determine Old Dominion
Monthly Supplemental Energy shall be as set forth in Appendix
H, Section V.
8.02 Charges for Purchases By Old Dominion Pursuant to
Section 8.01.
35
(a) Supplemental Energy.
(i) Through December 31, 2000, for purchases by Old
Dominion of Old Dominion Monthly Supplemental Energy from
Virginia Power pursuant to Section 8.01(d), Old Dominion
shall pay Virginia Power a Monthly Supplemental Energy Charge
based on Virginia Power's average system energy cost, less
North ▇▇▇▇ energy cost, as set forth initially in Appendix G,
Sections III.A. and VI.
(ii) Commencing January 1, 2001, for purchases by Old
Dominion of Old Dominion Monthly Supplemental Energy from
Virginia Power pursuant to Section 8.01(d), Old Dominion shall
pay Virginia Power at rates, set by Virginia Power, that are
based on the projected cost of energy from its combined cycle
and peaking units subject to an annual true-up as set forth in
Appendix G, Section III.B. The generating units to be
included in the determination of the Old Dominion Monthly
Supplemental Energy cost during this period shall be agreed to
by the Parties. Selection of the generating units and the
appropriate rate calculation will be finalized on or before
October 1 of each year for the following calendar year, as set
forth in Appendix G, Section III.B.
(b) Supplemental Demand.
(i) Old Dominion shall pay Virginia Power for Old
Dominion Monthly Supplemental Demand purchased, exclusive of
Excluded Supplemental Capacity, pursuant to Section 8.01(a) at
the rates set forth in Appendix G, Section I.
(ii) For the capacity defined in Section 8.01(a)(ii),
the maximum price Old Dominion shall pay to Virginia Power for
capacity to serve such Old Dominion Monthly Supplemental
Demand shall be the Market Price for wholesale
36
capacity at that time. As an incentive for Virginia Power to
minimize the rate to Old Dominion, Old Dominion agrees to
share the savings between the Market Price and Virginia
Power's proposed price to supply such capacity if Old Dominion
purchases from Virginia Power. If however, Old Dominion
demonstrates to Virginia Power that Old Dominion can obtain
Excluded Supplemental Capacity at a lower cost under
comparable terms and conditions from an Alternate Power
Source, then Virginia Power will have the option to adjust its
price to match the lower cost from an Alternate Power Source
or Old Dominion may obtain the Excluded Supplemental Capacity
from the Alternate Power Source without any obligation to
Virginia Power under this Agreement. At such time as Virginia
Power has no obligation to serve any Old Dominion Monthly
Supplemental Demand, Old Dominion will have no obligation to
pay Virginia Power for any Old Dominion Monthly Billing Demand
as set forth in Appendix H, Section III.
(c) Alternative Power Supply and Rates.
(i) In the event that (1) any existing customer of
Old Dominion or any Old Dominion Member or (2) any future
customer located in an Old Dominion Member's service territory
obtains the right to receive electric service from an
"alternate power supplier" and receives a firm offer from such
"alternate power supplier", Old Dominion and its appropriate
Member shall use their best efforts to obtain or retain that
service to the customer. Such best efforts by Old Dominion and
its Member shall include, but shall not be limited to,
proposing to the
37
customer reasonable options using economic
development or discounted rates, each of which may include a
reasonable margin over costs.
(ii) In order to assist Old Dominion or any Old
Dominion Member in attracting a new retail customer or
retaining the load of an existing Old Dominion Member retail
customer that is considered by Old Dominion to be at risk
("at-risk load"), Virginia Power, upon notification by Old
Dominion, shall make available to Old Dominion and Old
Dominion shall, through the Old Dominion Members, make
available to the "at-risk load" the most cost-effective
alternative tariff contained in Virginia Power's then-current
Virginia retail tariffs for which such "at-risk load" would
qualify pursuant to that tariff's applicability clause.
Verifiable billing determinants shall be made available to
Virginia Power each month, and Virginia Power shall calculate
the billing credit based on the difference in the "at-risk
load" billing determinants billed under this Agreement and
those billing determinants billed under the alternate
available Virginia Power rate schedule and credit Old Dominion
accordingly.
(iii) In the event that Old Dominion or the Old
Dominion Member is still at risk of losing a retail customer
after making all of the efforts as set forth herein, then Old
Dominion shall have the right to reduce its purchases from
Virginia Power accordingly and generate, purchase or otherwise
obtain an equivalent amount of power (i.e., demand and energy)
elsewhere in order to retain that customer.
(iv) In the event that, notwithstanding Old
Dominion's and the Old Dominion Member's best efforts as
defined above, a retail customer of Old
38
Dominion or one of its Members has rejected in writing all of
the proposals set forth in this section and has purchased
electric service from an "alternate power supplier," then
Old Dominion may reduce its purchases of supplemental demand
and energy from Virginia Power to the extent of the
existing load lost to the "alternate power supplier" and
may purchase an equivalent amount of demand and energy
elsewhere.
(v) When Virginia Power's obligation to provide
Peaking Capacity ceases, the capacity and energy serving load
(1) under an alternative Virginia Power tariff pursuant to
Section 8.02(c)(ii), (2) with power purchased or obtained
elsewhere pursuant to Section 8.02 (c)(iii), or (3) lost to
the "alternate power supplier" pursuant to Section 8.02(c)(iv)
shall be deemed to be Old Dominion Excluded Supplemental
Capacity and Excluded Supplemental Energy.
(vi) This Section 8.02(c) shall not be applicable to
any new "at risk load" after December 31, 2002.
8.03 Peaking Capacity and Energy Purchases. Virginia Power shall
sell to Old Dominion and Old Dominion shall purchase Peaking
Capacity and associated energy as provided below:
(a) Peaking Capacity
(i) Except as provided otherwise in this Article VIII
of the Agreement, for each month from March 28, 1996, through
December 31, 2002, Virginia Power shall provide and sell to
Old Dominion firm Peaking Capacity as determined pursuant to
Appendix M, Section I., in an amount equal to four percent
(4%) of the maximum Old Dominion Monthly Delivered Demand in
each
39
of the preceding calendar years beginning with January 1,
1995, and Old Dominion shall purchase suc capacity, which
shall be considered an additional Old Dominion Generation
Resource. The Old Dominion annual supplemental demand
reductions and the related Peaking Capacity supplied by
Virginia Power will be cumulative. The four percent (4%)
annual supplemental demand reduction will occur on January 1
of each subsequent year.
(ii) For calendar year 2003, Old Dominion will have
the option of continuing to purchase Peaking Capacity from
Virginia Power. Old Dominion must notify Virginia Power by
January 1, 2002, if Old Dominion will continue to purchase the
cumulative Peaking Capacity. If Old Dominion does not provide
such notice, Virginia Power's obligations to provide Peaking
Capacity shall cease on December 31, 2002 and the amount of
such Peaking Capacity shall be fixed at the capacity level in
effect for 2002 through August 31, 2005. If Old Dominion
provides such notice, Old Dominion will continue to purchase
Peaking Capacity from Virginia Power in 2003, which will
increase from the capacity level in effect for 2002 by the
four percent (4%) calculation. After December 31, 2003, the
amount of such Peaking Capacity shall be fixed at the capacity
level in effect for 2003 through August 31, 2005. Virginia
Power will not be obligated to provide Peaking Capacity after
December 31, 2003.
(iii) After Virginia Power's obligation to provide
Peaking Capacity ceases, Old Dominion shall obtain such
capacity from an Alternate Power Source and such capacity
shall be deemed Excluded Peaking Capacity.
40
(iv) The amount of cumulative Peaking Capacity shall
be reduced by the amount of any load transfers after the
Effective Date either to other utility's(ies') control area(s)
or through the installation of diesel generators, by Old
Dominion or any of the Old Dominion Members for improvement in
operations or reliability. Furthermore, if for any reason
existing load is transferred from another utility's(ies')
control area(s) to Old Dominion or any Old Dominion Member's
service territory falling within Virginia Power's control
area, the cumulative Peaking Capacity shall be increased by
the amount of such load transfer.
(b) Peaking Energy Purchases.
(i) Virginia Power shall sell and Old Dominion
shall purchase Peaking Energy as determined pursuant to
Appendix M, Section II.
(ii) Old Dominion will have the right to displace up
to two-thirds of the accumulated Peaking Energy from January
1, 1998, through December 31, 1998, and all or any portion of
its accumulated Peaking Energy requirements beginning January
1, 1999 through December 31, 2002 by obtaining such energy
from an Alternate Power Source. Such displaced Peaking Energy
shall be deemed Displacement Peaking Energy. However, whether
or not Old Dominion obtains Displacemen Peaking Energy,
Virginia Power is obligated to plan for and be prepared to
supply Old Dominion's Peaking Energy requirements until
Virginia Power's obligation to provide Peaking Capacity
ceases. Thereafter, Virginia Power will not be obligated to
provide Old Dominion's Peaking Energy requirements and Old
Dominion shall obtain Peaking Energy from an Alternate
41
Power Source to serve such energy requirements. Such energy
shall be deemed Excluded Peaking Energy.
(c) Peaking Capacity Charges. Old Dominion shall pay
Virginia Power for Peaking Capacity purchased pursuant to Section 8.03(a) at
the rates set forth in Appendix G, Section II.
(d) Peaking Energy Charges. Through December 31, 1999,
for purchases by Old Dominion of monthly Peaking Energy from Virginia Power
pursuant to Section 8.03(b), Old Dominion shall pay Virginia Power a
Monthly Peaking Energy Charge based on Virginia Power's average system energy
cost, less North ▇▇▇▇ energy cost, as set forth in Appendix G, Sections
V.A. and VI. For the period commencing January 1, 2000, Virginia Power shall
charge Old Dominion a Monthly Peaking Energy Charge for Peaking Energy purchased
from Virginia Power based on the projected generation cost of Virginia Power's
owned and operated peaking units subject to an annual true-up as set forth in
Appendix G, Section V.B. The Virginia Power peaking units to be used in
determining a Monthly Peaking Energy Charge shall be mutually agreed to by the
Parties on or before each October 1 for the following calendar year.
(e) Supplemental Billing Demands. On a monthly basis,
if the Old Dominion Monthly Supplemental Demand, as determined in accordance
with Appendix H, Section I., prior to crediting the Peaking Capacity, is less
than the total Peaking Capacity provided by Virginia Power, then the Peaking
Capacity shall be equal to the Old Dominion Monthly Demand less the sum of
the Old Dominion Monthly North ▇▇▇▇ Capacity and Old Dominion Monthly
Accredited Firm Capacity (other than Peaking Capacity) and Old Dominion
Monthly Accredited Non-Firm Capacity. Accordingly, the Old Dominion Monthly
Supplemental Demand component of the Old Dominion Monthly Billing Demand shall
be equal to zero for the month.
42
8.04 Limitation on Virginia Power's Obligation to Serve
Supplemental Demand and Provide Supplemental Energy.
(a) Virginia Power shall not be required by this
Agreement to serve supplemental demand or provide energy outside the area in
which Virginia Power provides requirements service at wholesale or retail
as of the Effective Date, except for any minor boundary adjustments and minor
reallocations between Old Dominion Members and contiguous systems.
(b) If generating capacity or energy should become
inadequate to supply the full needs of both the Old Dominion Members' consumers
and Virginia Power customers, Old Dominion and Virginia Power shall share such
deficiency on a pro rata basis for Old Dominion purchases from Virginia Power.
(c) For any amount of the Old Dominion Monthly
Supplemental Demand with respect to which Old Dominion obtains Excluded
Supplemental Capacity, Old Dominion shall not be entitled to obtain from
Virginia Power and Virginia Power shall have no obligations to serve such
amount of Old Dominion Monthly Supplemental Demand or the associated Old
Dominion Monthly Supplemental Energy.
8.05 Reserve Capacity and Energy and Charges Therefor Related to
the North ▇▇▇▇ Facilities and Clover Facilities.
(a) During the term of this Agreement, Old Dominion
will purchase and Virginia Power will provide Old Dominion Reserve Capacity for
Old Dominion's ownership interest in North ▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇ and Unit 2 until each of these units is retired or Old Dominion's
ownership interest in any of such units is reduced to zero. For the period
January 1, 1998, through December 31, 2001, for Old Dominion Monthly North
▇▇▇▇
43
Capacity and Old Dominion Monthly Clover Capacity Old Dominion shall carry
generation reserves equal to the annual projected System Reserve Margin, less
three and 23/100ths percent (3.23%). Beginning January 1, 2002, for Old
Dominion Monthly North ▇▇▇▇ Capacity and Old Dominion Monthly Clover Capacity,
Old Dominion shall carry a percentage of generation reserves equal to the
annually projected System Reserve Margin. Virginia Power agrees to sell and
Old Dominion agrees to purchase Old Dominion Reserve Capacity at the rates
set forth in Appendix I. Prior to October 1, 2001, the Parties will negotiate a
Reserve Capacity Charge for 2002 and beyond. The Reserve Capacity Charge will
be calculated based on mutually acceptable, designated Virginia Power-owned
peaking units operating at that time.
(b) Subject to the provisions of Section 8.05(c), Old
Dominion Monthly Reserve Energy for the North ▇▇▇▇ Facilities and Clover
Facilities shall be sold by Virginia Power and purchased by Old Dominion at the
Monthly Reserve Energy Charge based on Virginia Power average system energy
costs, less North ▇▇▇▇ energy costs, as set forth initially in Appendix G,
Sections IV.A. and VI., through December 31, 2001. Effective January 1, 2002,
Virginia Power will charge Old Dominion the negotiated and agreed upon Monthly
Reserve Energy Charge based on the associated peaking energy costs from mutually
acceptable, designated Virginia Power-owned peaking units operating at that time
subject to an annual true-up pursuant to Appendix G, Section IV.B. Selection of
the generating units and the appropriate rate calculation will be finalized on
or before October 1 of each year for the following calendar year.
(c) Old Dominion may displace all or any portion of its
purchases of Old Dominion Monthly Reserve Energy from Virginia Power by
purchasing such energy from an Alternate Power Source as of the Effective Date.
Such energy shall be deemed Displacement
44
Reserve Energy. Delivery of any Displacement Reserve Energy will be scheduled
in accordance with the schedules provided by Old Dominion or its reserve energy
suppliers to Virginia Power, pursuant to Sections 6.01 and 6.02 and the
Transmission Service Agreement.
8.06 Reserve Capacity and Reserve Capacity Charges for Jointly
Planned Generation Resources. For future generation resources jointly planned
between Virginia Power and Old Dominion, Old Dominion and Virginia Power shall
at all times carry a percentage of generation reserves equal to the annually
projected System Reserve Margin. If Virginia Power provides the necessary
reserves for the jointly planned generation resource to Old Dominion, the
Planning and Administrative Committee shall determine the price of such
reserves.
8.07 Exchange of Displacement Energy. For any overscheduling of
Displacement Supplemental Energy, Displacement Reserve Energy and Displacement
Peaking Energy, Old Dominion and Virginia Power will exchange like-kind energy.
8.08 Limitations of Parties' Rights to Seek Regulatory Review. The
terms and conditions of service specified in this Agreement, including the terms
regarding rates for service and the term of the Agreement itself shall remain in
effect for the term of the Agreement and shall not be subject to change through
application to FERC pursuant to the provisions of Section 205 or 206 of the
Federal Power Act absent the consent of both Parties hereto.
45
ARTICLE IX
Facilities Charges
9.01 Facilities Charges. Old Dominion shall pay all facilities
charges related to the facilities listed on Appendix J and any additional excess
facilities requested by Old Dominion. Those charges shall be for facilities in
excess of those normally required and shall initially be at the levels shown on
Appendix J and shall be changed from time to time pursuant to the provisions of
Appendix J.
46
ARTICLE X
Billing
10.01 Billing Methods. Billing for all payments due under this
Agreement shall be in the format provided in Appendix K.
10.02 Rendering ▇▇▇▇. Each Party shall render to the other Party
monthly a billing statement no later than the twentieth day of the month,
transmitted by wire or delivered by courier, covering the charges for rendering
services under the Agreement.
10.03 Payment.
(a) Payment for items 3 through 17 on Appendix K shall be
due upon presentation of the ▇▇▇▇. If payment is not received within ten (10)
days from the date the invoice is transmitted or delivered, interest at the
Special Interest Rate will accrue from date of presentation until payment is
received. Date of presentation is the day the ▇▇▇▇ is wired or, if delivered by
courier, the date delivered.
(b) Payment for items 1 and 2 of Appendix K shall be due
upon presentation. If payment is not received by the fifteenth of the month
following presentation of the ▇▇▇▇, interest at the Special Interest Rate will
accrue from date of presentation until payment is received. Date of presentation
is the day the ▇▇▇▇ is wired or, if delivered by courier, the date delivered.
10.04 Methods of Payment. All payments required to be made by either
Party under this Agreement in excess of $10,000 shall be paid on or before the
due date in immediately available funds by delivery (before 11:00 a.m., Richmond
time) of either a Federal Reserve check or evidence of bank wire to the other
Party's account, at a bank designated by such Party. If any such payment is to
be made by bank wire, the Party entitled to the payment shall advise the other
Party of the appropriate bank and account number at least one business day
before the payment is
47
due. All other payments required to be made under this Agreement may be made
by check deposited in the United States mail, first-class postage prepaid, and
addressed to Treasurer, Virginia Electric and Power Company, ▇.▇. ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, if payable to Virginia Power, and addressed to
Vice President - Finance and Accounting, Old Dominion Electric Cooperative, P.
O. ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, if payable to Old Dominion.
10.05 No Arbitration; Resolution of Disputes. No Party shall have the
right to arbitrate any dispute that might arise with respect to this Agreement.
Any disagreement between the Parties as to their rights or obligations under
this Agreement shall first be addressed by consultation between the Authorized
Virginia Power Representatives as determined in accordance with Section 19.03 of
the Purchase, Construction and Ownership Agreement and the Authorized Old
Dominion Representatives as determined in accordance with Section 19.02 of the
Purchase, Construction and Ownership Agreement. In the event such
representatives are unable to satisfactorily resolve their disagreement, they
shall refer the matter to the Executive Committee created pursuant to Section
18.13 of this Agreement. No dispute as to the payment of an invoice rendered by
either Party shall permit the other Party to delay payment of the disputed
invoice, in full, on its payment date. If the invoiced Party shall have paid any
such disputed invoice, in full, on or before its payment date and if the
Authorized Virginia Power Representatives and the Authorized Old Dominion
Representatives, or the Executive Committee created pursuant to Section 18.13,
or a court of competent jurisdiction, should later determine that a disputed
invoice was for an amount in excess of the correct amount due, then the
invoicing Party shall be obligated to refund the difference to the invoiced
Party within ten (10) days of such determination with interest, if any, upon
such amount as follows:
48
(a) If such difference resulted from a deviation
from an estimate not caused by error or bad faith, interest shall be payable
at the Regular Interest Rate;
(b) If such difference resulted from an error, interest
shall be payable at the Regular Interest Rate; and (c) If such difference
resulted from bad faith, such interest shall be payable at the Special Interest
Rate.
10.06 Billing Adjustments. Billing errors or adjustments to estimates
of $5,000 per event or more discovered through (i) resolution of billing
disagreements pursuant to Section 10.05, (ii) audit or (iii) normal billing
procedures, will be adjusted and interest will accrue at the Regular Interest
Rate from the date of payment of the original ▇▇▇▇ through the date of payment
of the adjustment. Adjustments of less than $5,000 per event will be made, but
no interest will accrue. Adjustments including interest must be paid in
accordance with Section 10.03 hereof.
49
ARTICLE XI
Operating Costs
11.01 Operating Costs.
(a) During the term of this Agreement, Old Dominion shall pay
to Virginia Power only its pro rata share of the direct costs of operating and
maintaining the North ▇▇▇▇ Facilities, including any administrative and general
costs directly attributable to North ▇▇▇▇ ("North ▇▇▇▇ A&G Costs"). A billing
format is presented in Appendix L, Section I. hereto. The billing format is
subject to review in accordance with Section 11.01(e) and any proposed changes
to the format must be agreed to by both parties prior to any changes being
implemented. For purposes of this Section 11.01(a), Old Dominion's pro rata
share of the North ▇▇▇▇ Facilities shall be 11.6%. This pro rata share shall be
subject to change from time to time in accordance with Sections 15.03, 16.01 and
16.02 of the Purchase, Construction and Ownership Agreement.
(b) As of the Effective Date, the Parties have been unable to
identify to their mutual satisfaction those administrative and general costs
that are to be allocated to Old Dominion under the "directly attributable"
standard of Section 11.01(a). In lieu of allocating costs under this standard,
the Parties agree that for the period January 1, 1996, through December 31,
2000, Old Dominion shall pay to Virginia Power a fixed monthly fee of $100,000,
inclusive of costs previously billed as Cooperative Billing Fees and Nuclear
Fuel Accounting Fees ("Fixed Monthly A&G Fee") as full and complete compensation
for administrative and general services on behalf of the North ▇▇▇▇ plant and
its employees provided by Virginia Power. Virginia Power will not transfer costs
from current corporate center functions and activities to North ▇▇▇▇ or nuclear
support O&M cost centers in order to recover costs from Old Dominion that are
not directly attributable to North ▇▇▇▇.
(c) "Administrative and general services" as used in this
Article XI includes all functions or activities properly chargeable to the
"Administrative and General Expenses" category of accounts as defined by FERC in
its Uniform System of Accounts (accounts 920-935). Without regard to whether
these are appropriate categories for inclusion in a future methodology for
determining North ▇▇▇▇ A&G Costs, services covered by the Fixed Monthly A&G Fee
include, but are not limited to, the following Virginia Power corporate center
functions or activities:
Payroll Telecommunications
Purchasing Human Resources
Data Processing Auditing
Rates Public Affairs
Legal Governmental Affairs
Treasury Corporate Communications
Accounting General Administration and Supervision
Finance
The Parties agree that for the period January 1, 1996, through December 31,
2000, the Fixed Monthly A&G Fee expressly covers all administrative and
general services and that these services or functions shall not be directly
charged or allocated in any other fashion to Old Dominion except as follows:
(i) North ▇▇▇▇ NRC fees will be billed to Old Dominion
as part of the North ▇▇▇▇ operating costs based on Old Dominion's North
▇▇▇▇ Percentage Ownership Interest.
(ii) North ▇▇▇▇ insurance premiums will be billed to Old
Dominion as part of the "new investment" section of the invoice based on
Old Dominion's North ▇▇▇▇ Percentage Ownership Interest.
(iii) North ▇▇▇▇ and nuclear support payroll benefits
(billed as payroll add-on) related to salaries included in the O&M FERC
accounts will be billed to Old Dominion as part of the O&M section of
the invoice. (The Fixed Monthly A&G Fee will cover payroll benefits
(billed as payroll add-on) related to North ▇▇▇▇ A&G Costs.)
(d) In addition, Old Dominion shall pay a pro rata share of
only the specific expenses associated with involuntary severance of
employees arising out of Virginia Power's Vision 2000 program directly
attributable to North ▇▇▇▇ for only the years 1996 through 1998. Those
payments shall be calculated as follows:
1996 - pro rata share of actual severance expenses, not to
exceed $400,000;
1997 - pro rata share of actual severance expenses, not
to exceed $200,000;
1998 - pro rata share of actual severance expenses, not
to exceed $20,000.
For purposes of this Section 11.01 (d), Old Dominion's pro rata share of actual
severance expenses shall be based on:
(i) 11.6% of severance expenses associated with employees
at North ▇▇▇▇, in accordance with Appendix L, Footnote (A);
(ii) 6.12% of severance expenses associated with employees
in nuclear support business units in accordance with Appendix L, Footnote
(B);
(iii) .881% of severance expenses associated with employees
in the corporate center.
(e) In the event Virginia Power institutes a cost savings
program after the Effective Date that is intended to benefit both Parties,
Virginia Power shall give Old Dominion prior notice of the program and
demonstrate the expected cost savings to Old Dominion from the program if it
expects Old Dominion to bear its reasonable proportion of the costs of such
program. Old Dominion shall pay its reasonable, proportionate share of the costs
of such program provided that the cost savings have been adequately
demonstrated.
(f) The Parties shall negotiate in good faith so that on or
before December 31, 2000, they (1) mutually agree to a new methodology to
calculate the North ▇▇▇▇ A&G Costs, (2) mutually agree to use improved Virginia
Power accounting or billing systems which allow for the specific identification
and assignment of North ▇▇▇▇ A&G Costs or; (3) mutually agree to adjust the
Fixed Monthly A&G Fee to reflect changes in the costs or benefits to either
Party. In the event the Parties are unable to agree on any of the foregoing,
Virginia Power shall ▇▇▇▇ Old Dominion based on Virginia Power's understanding
of the administrative and general costs directly attributable to North ▇▇▇▇ for
Old Dominion's share of North ▇▇▇▇ A&G Costs and Old Dominion reserves all of
its rights to take exception to and to object to such ▇▇▇▇▇▇▇▇ including making
payments to Virginia Power under protest, based on Old Dominion's understanding
of the administrative and general costs directly attributable to North ▇▇▇▇.
(g) Virginia Power will continue to be obligated to
provide all information provided to Old Dominion as of January 1, 1997,
including all information shown in Appendix L, Section II. Any changes or
improvements made by Virginia Power in its accounting system for North ▇▇▇▇
costs should also be incorporated into the information provided to Old Dominion.
11.02 Nuclear Fuel Costs. Old Dominion will pay its pro rata share
of the expenses associated with nuclear fuel as provided in the Nuclear Fuel
Agreement.
ARTICLE XII
Accounting Matters and Access to Books and Records
12.01 Responsibility and Method of Accounting. All accounting
related to the transactions contemplated by this Agreement shall utilize the
accrual method of accounting and shall be in accordance with Generally Accepted
Accounting Principles, FERC's Uniform System of Accounts or as prescribed by
other regulatory agencies having jurisdiction, all as in effect from time to
time.
12.02 Right to Inspect Records, Etc .
(a) During normal business hours and subject to conditions
consistent with the conduct by Virginia Power of its regular business affairs
and responsibilities, Virginia Power will provide Old Dominion, Old Dominion's
Authorized Representative(s) or any auditor utilized by Old Dominion reasonably
acceptable to Virginia Power or any nationally recognized auditing firm retained
by Old Dominion, access to Virginia Power's books, records, and other documents,
directly related to the performance of Virginia Power's obligations under this
Agreement (but excluding internal memoranda, records and documents relating to
such matters and minutes of the Board of Directors and committees thereof) and,
upon request, copies thereof, which set forth (i) all costs applicable to the
construction, operation, maintenance and retirement of the North ▇▇▇▇ Facilities
to the extent necessary to enable Old Dominion to verify the costs for which Old
Dominion is billed pursuant to the provisions of this Agreement, and (ii)
matters relating to the design, construction, operation, and retirement of the
North ▇▇▇▇ Facilities in proceedings before any regulatory body or governmental
agency having jurisdiction. Old Dominion will bear the cost of any copying,
review or audit of such books and records. Notwithstanding the foregoing,
however, Virginia Power shall not be required to make available to Old Dominion
any reports and information relating to personnel practices, staffing or labor
relations.
(b) During normal business hours and subject to conditions
consistent with the conduct by Old Dominion of its regular business affairs and
responsibilities, Old Dominion will provide Virginia Power, Virginia Power's
Authorized Representative(s), or any auditor utilized by Virginia Power
reasonably acceptable to Old Dominion or any nationally recognized auditing firm
retained by Virginia Power, access to Old Dominion's books, records, and other
documents (but excluding internal memoranda, records and documents relating to
such matters and minutes of the Board of Directors and committees thereof), and,
upon request, copies thereof, which relate to this Agreement. Virginia Power
will bear the cost of any copying, review or audit of such books and records.
Notwithstanding the foregoing, however, Old Dominion shall not be required to
make available to Virginia Power any reports and information relating to
personnel practices, staffing or labor relations.
12.03 Confidentiality. During the term of this Agreement, it may
become necessary or desirable, from time to time, for one Party to provide to
the other Party information which is either privileged, confidential or
proprietary (whether so designated by the Party providing it or at the time of
that Party's having obtained it from a third party, and if the latter, there
will be no obligation to disclose such information to the requesting Party
without the consent of such third party; provided, however, that the Party that
obtained such information will use its best efforts to obtain such consent). The
Party desiring to protect any such information (the labeling Party) may label
such information as either privileged, confidential or proprietary and
thereafter the other Party will not reproduce, copy, use or disclose (except
when required by governmental authorities or in connection with obtaining
requisite governmental licenses, permits or approvals) any such information in
whole or i part for any purpose without the written consent of the labeling
Party, which consent will not be unreasonably withheld. Each Party may use any
such copy, the information contained therein, or both, only in the exercise of
its respective rights and obligations pursuant to this Agreement and such
information will neither be sold nor used in connection with other generating
plants or for the benefit of any third party. Each Party will take all
reasonable steps to protect the other Party's proprietary, privileged, or
confidential information, including, but not limited to, by (a) restricting its
use internally on a "need-to-know" basis, (b) obtaining appropriate
confidentiality agreements from those employees, agents, and contractors to whom
such information may be otherwise disclosed under this Agreement, and (c)
ensuring the return of all copies of labeled information to the labeling party
when the need therefor to aid in performance of this Agreement no longer exists.
The respective mortgagees and security deed holders of the Parties will be
entitled to inspect (but not to copy) any information labeled by one of the
Parties that has not been designated as proprietary, privileged or confidential
by any other person or entity. In disclosing confidential or proprietary
information to governmental authorities, the disclosing Party shall cooperate
with the labeling Party in minimizing the amount of such information furnished
including the redaction of information appearing on specific documents as is
appropriate under the circumstances. At the specific request of the labeling
Party, the other Party will endeavor to secure the agreement of such
governmental authorities to maintain specified portions of such information in
confidence. Notwithstanding the foregoing, no Party will be liable to protect
the confidentiality of information as provided in this Section 12.03 if such
information is otherwise available to such Party or is in the public domain.
This Section 12.03 will not limit or restrict compliance by RUS or any
governmental authority with requests under the Freedom of Information Act for
any copies of, or the information contained in, anything in the possession of
RUS or other governmental authority obtained pursuant to this Agreement.
Compliance by RUS or other governmental authority with any such request will not
constitute a violation of this Agreement.
ARTICLE XIII
Liability, Service Interruptions and Force Majeure
13.01 Liability.
(a) In providing the services called for by this Agreement,
Virginia Power shall use reasonable diligence at all times to provide reasonably
adequate service. Virginia Power, however, does not guarantee continuous
service. The Parties acknowledge that, at the request of and for the convenience
of Old Dominion, Virginia Power is to have full responsibility for the
maintenance and operation of the North ▇▇▇▇ Facilities. The judgment of Virginia
Power personnel shall be final in decisions concerning operation and maintenance
of the North ▇▇▇▇ Facilities. With respect to claims of third parties, Old
Dominion agrees that Virginia Power does not by this Agreement assume any risks
or liabilities with respect to the operation and maintenance of Old Dominion's
share in the North ▇▇▇▇ Facilities, and that the amounts payable to Virginia
Power for its performance under this Agreement are determined on the basis that
Virginia Power does not assume such risks or liabilities. Virginia Power's
obligation to Old Dominion with respect to the operation and maintenance of the
North ▇▇▇▇ Facilities shall be as set forth in this Agreement, the Purchase,
Construction and Ownership Agreement and the Nuclear Fuel Agreement.
(b) In addition to all other limitations on liability
contained in this Agreement, neither Party hereto shall be liable to the other
Party to this Agreement for any damage or loss resulting from the interruption,
prevention, suspension or failure of service caused by:
(i) Force Majeure, as defined in Section 13.03 below;
or
(ii) An emergency action due to an adverse condition or
disturbance on a Party's system, or on any other system which
requires automatic or manual interruption of the supply of
electricity to some customers or areas in order to limit the
extent of, or damage caused by, the adverse condition or
disturbance, or to prevent damage to generating or
transmission facilities, or to expedite restoration of
service, or to effect a reduction in service to compensate for an
emergency condition on an interconnected system; or
(iii) The making of necessary inspections of,
adjustments to, changes in, or repairs to a Party's lines,
substations or other facilities and in cases where the
continuation of services would endanger persons or property.
(c) With respect to claims relating to the quality,
continuity, reliability or price of electric service,
(i) Virginia Power shall not be liable to Old Dominion
Members or the member-consumers of Old Dominion Members or any other
persons or entities claiming through or against Old Dominion or
Old Dominion Members for any expenses, damages, injuries or loss
arising out of or resulting from the maintenance or operation
of facilities, and Old Dominion shall indemnify Virginia Power
against such liability; and
(ii) Old Dominion shall not be liable to the
retail or wholesale customers of Virginia Power or any other
persons or entities claiming through or against Virginia Power for
any expenses, damages, injuries or loss arising out of or resulting
from the operation or maintenance of the North ▇▇▇▇ Facilities,
and Virginia Power shall indemnify Old Dominion against such
liabilities.
With respect to all other claims, the Parties will share all expenses and
liabilities in the same proportion that they share ownership in the North ▇▇▇▇
Facilities.
13.02 Responsibility on Either Side of Interconnection Point. Neither
Party shall be responsible for the transmission, control, use or application of
electric power provided under this Agreement on the other Party's side of any
Interconnection Point. Electricity is supplied by Virginia Power to Old Dominion
upon the express condition that after it passes the Interconnection Point it
becomes the property of Old Dominion; and neither Party, unless and except to
the extent that such results from the negligence or misuse of the property on
the part of its employees or agents, subject to the limitations of Section
13.01, will be liable for loss or damage to any persons or property whatsoever,
resulting directly or indirectly from the use, misuse, or presence of the said
electricity, on the other Party's side of the Interconnection Point or for any
loss or damage resulting from the presence, character, or condition of the wires
or equipment of the other Party, nor shall it be responsible for the inspection
or repair of such wires or equipment.
13.03 Force Majeure. Virginia Power and Old Dominion shall not be
liable or responsible for any delay in the performance of, or the ability to
perform, any duties or obligations required by this Agreement when such delay in
performance or inability to perform results from a Force Majeure occurrence,
except that the obligation to pay money in a timely manner is absolute and shall
not be subject to the Force Majeure provisions. Force Majeure as used herein
shall mean without limitation, the following: Acts of God; strikes, lockouts or
other industrial disturbances; acts of public enemies; orders, or absence of
necessary orders and permits of any kind which have been properly applied for,
from the Government of the United States or from any State or Territory, or any
of their departments, agencies or officials, or from any civil or military
authority; extraordinary delay in transportation; inability to transport, store
or reprocess spent nuclear fuel; unforeseen soil conditions; equipment,
material, supplies, labor or machinery shortages; epidemics; landslides;
lightning; earthquakes; fire; hurricanes; tornadoes; storms; floods; washouts;
drought; war; civil disturbances; explosions; breakage or accident to machinery,
generation, transmission or distribution facilities, pipes or canals; partial or
entire failure of utilities; breach of contract by any supplier, contractor,
subcontractor, laborer or materialman; sabotage; injunction; blight; famine;
blockade; quarantine; or any other similar cause or event not reasonably within
the control of Virginia Power or Old Dominion.
13.04 Remedy. A Party suffering an occurrence of Force Majeure shall
remedy with all reasonable dispatch the cause or causes preventing such Party
from carrying out its duties and obligations as required in this Agreement;
provided, that the settlement of strikes, lockouts and other industrial
disturbances affecting Virginia Power or Old Dominion facilities shall be
entirely within the discretion of that Party, and it shall not be required to
make settlement of strikes, lockouts, or other industrial disturbances by
acceding to the demands of the opposing party or parties when such course is
unfavorable in the judgment of such employer.
ARTICLE XIV
Representations and Warranties
14.01 Representations and Warranties of Virginia Power. Virginia
Power represents and warrants as follows:
(a) Virginia Power is a corporation duly incorporated and
validly existing, in good standing, under the laws of Virginia, is duly
qualified and authorized to do business and is in good standing in each
jurisdiction where the character of its properties or the nature of its actions
makes such qualification necessary, and has the corporate power to carry on its
business as now being conducted and possesses all Federal and State authority
and local franchises necessary for the maintenance and operation of its
properties and business with such minor exceptions as will not materially
interfere with the operation and maintenance of the North ▇▇▇▇ Facilities.
(b) Consummation of the transactions hereby contemplated and
performance of this Agreement by Virginia Power will not result in violation of
any laws, ordinance or governmental rules to which Virginia Power is subject.
Virginia Power either has obtained, or at the Effective Date shall have
obtained, all necessary governmental approvals and consents in connection with
the consummation by Virginia Power of the transactions hereby contemplated and
the performance by it of this Agreement.
(c) The consummation of the transactions hereby contemplated
and the performance by Virginia Power of this Agreement will not result in the
breach of, or constitute a default under, the Articles of Incorporation or
By-Laws of Virginia Power or any indenture (including the Indenture of
Mortgage), mortgage, deed of trust, bank loan or credit agreement, or other
agreement or instrument to which Virginia Power is a party or by which Virginia
Power or its properties may be bound or affected, or result in the creation of
any lien, charge, security interest or encumbrance upon any property of Virginia
Power, and Virginia Power is not in default under any term of any such agreement
or instrument.
(d) Virginia Power is not a "registered holding company," but
is a "subsidiary company" of an exempt registered holding company within the
meaning of the Public Utility holding Company Act of 1935; and Virginia Power is
not, and is not directly or indirectly controlled by, or acting on behalf of any
person which is, an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.
(e) On the date hereof there exists, as to Virginia Power, no
Event of Default or event or condition which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default.
14.02 Representations and Warranties of Old Dominion.
Old Dominion represents and warrants as follows:
(a) Old Dominion is a generation and transmission cooperative
duly incorporated and validly existing, in good standing, under the laws of
Virginia, is duly qualified and authorized to do business and is in good
standing in each jurisdiction where the character of its properties or the
nature of its actions makes such qualification necessary, and has the corporate
power to carry on its business as now being conducted and possesses
substantially all Federal and State authority and local franchises necessary for
the maintenance, operation of its properties and business with such minor
exceptions as will not materially interfere with the maintenance and operation
of the North ▇▇▇▇ Facilities.
(b) Consummation of the transactions hereby contemplated and
performance of this Agreement by Old Dominion will not result in violation of
any laws, ordinances, or governmental rules to which it is subject. Old Dominion
either has obtained, or at the Effective Date shall have obtained, all necessary
governmental approvals and consents, including the approval of RUS, if needed,
in connection with the consummation by Old Dominion of the transactions hereby
contemplated and the performance by it of this Agreement.
(c) The consummation of the transactions hereby contemplated
and the performance by Old Dominion of this Agreement, the Purchase Construction
and Ownership Agreement and the Nuclear Fuel Agreement will not result in the
breach of, or constitute a default under, the Articles of Incorporation or
By-Laws of Old Dominion or any indenture, mortgage, deed of trust, bank loan or
credit agreement, or other agreement or instrument to which Old Dominion is a
party or by which Old Dominion or its properties may be bound or affected, or
result in the creation of any lien, charge, security interest or encumbrance
upon any property of Old Dominion (other than Permitted Encumbrances, as that
term is defined in the Purchase Construction and Ownership Agreement) and Old
Dominion is not in default under any term of any such agreement or instrument.
(d) On the date hereof there exists, as to Old Dominion, no
Event of Default or event or condition which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default.
(e) Each of the Old Dominion Members has entered into and
will be bound by the Wholesale Power Contracts on the Effective Date.
(f) Old Dominion is authorized to act solely for each and
all of the Old Dominion Members in all communications, transactions and
relationships with Virginia Power pursuant to this Agreement.
14.03 Conditions Precedent. On or prior to the Effective Date, each
of the following conditions shall have been satisfied: (a) this Agreement shall
have been accepted for filing by the FERC, (b) all representations and
warranties in Sections 14.01 and 14.02 hereof shall be true with the same effect
as though such representations and warranties had been made on and as of such
date, and (c) each Party shall have performed all agreements on its part
required to be performed on or prior to such date.
ARTICLE XV
Term of Agreement
This Agreement shall become effective on the Effective Date. Unless
earlier terminated pursuant to the provisions of Article XVII, this Agreement
shall terminate upon the earlier of (1) the date on which the last of the North
▇▇▇▇ Facilities is retired (2) the date upon which Old Dominion's ownership
interest in the North ▇▇▇▇ Facilities and Nuclear Fuel is reduced to zero, or
(3) or as otherwise agreed to by the Parties.
ARTICLE XVI
Filing with FERC
This Agreement shall be filed with FERC, with the request that it
become effective on the Effective Date. Old Dominion will join in Virginia
Power's request that this Agreement and the initial rates contained herein be
accepted for filing with a suspension of no longer than one day and will support
the other provisions of this Agreement. If FERC does not accept the provisions
of this Agreement for filing or allows the contract to become effective only
with changes or conditions which materially alter the Agreement (thereby
defeating the intent of the Parties), then, notwithstanding any other provisions
of this Agreement the Parties will make a good faith effort to re-negotiate this
Agreement to make mutually acceptable changes to remedy any issues cited by FERC
as reasons for its non-acceptance. In the event that the Parties are unable to
reach a mutually satisfactory re-negotiated Agreement, this Agreement shall be
null and void. In the event implementation of this Agreement is delayed beyond
January 1, 1998, because of required regulatory approvals, Virginia Power, with
the support of Old Dominion, will take such steps as are necessary and feasible
to provide Old Dominion with the economic benefit of the pricing agreed upon
herein.
ARTICLE XVII
Default
17.01 Events of Default. Each of the following shall be "Events of
Default" under this Agreement:
(a) The failure of either Party to make any payment then due
to the other Party as required by this Agreement within 30 days of the date when
such payment became due and payable; provided, however, that no Party shall be
in default for nonpayment of any amount due and payable hereunder to the other
Party that can be offset within 30 days after the date on which such amount
became due and payable.
(b) Willful failure by any Party to perform any other
obligation to the other Party, other than obligations for the payment of money,
provided that the defaulting party shall have been given not less than 60 days'
notice of such willful failure by the non-defaulting Party and such defaulting
Party shall have failed to correct such default or shall have failed to use its
reasonable best efforts to correct such default.
(c) Any of the following acts by any Party:
(i) the insolvency or bankruptcy of a Party or its
inability or admission in writing of its inability to pay its debts as
they mature, or the making of a general assignment for the benefit of,
or entry into any composition or arrangement with, its creditors other
than Old Dominion's or Virginia Power's mortgagee, as the case may be;
or
(ii) the application for, or consent (by admission of
material allegations of a petition or otherwise) to, the appointment
of a receiver, trustee or liquidator for any Party or for all or
substantially all of its assets, or its authorization of such
application or consent, or the commencement of any proceedings seeking
such appointment against it without such authorization, consent or
application, which proceedings continue undismissed or unstayed
for a period of 60 days; or
(iii) the authorization or filing by any Party of a
voluntary petition in bankruptcy or application for or consent (by
admission of material allegations of a petition or otherwise) to
the application of any bankruptcy, reorganization, readjustment
of debt, insolvency, dissolution, liquidation or other similar law
of any jurisdiction or the institution of such proceedings against
any Party without such authorization, application or
consent, which proceedings remain undismissed or unstayed for 60
days or which result in adjudication of bankruptcy or insolvency
within such time.
17.02 Virginia Power's Rights on Default of Old Dominion. Whenever
any Event of Default by Old Dominion shall have occurred and Virginia Power
intends to require that the default be remedied, Virginia Power shall give Old
Dominion written notice to remedy the default. If the default shall not have
been fully cured within 30 days from the date of the notice, Virginia Power
shall have the rights set forth herein, in addition to all other rights it may
have at law or in equity.
(a) Where the default is a failure to pay money when due:
(i) Subject to the limitations contained in the Federal
Power Act or regulations duly promulgated thereunder, Virginia Power
may, 30 days after delivery to Old Dominion and the Old Dominion
Members of written notice of termination, terminate all service
under this Agreement. Notwithstanding such termination,
Virginia Power shall be authorized to continue to operate, maintain
and fuel the North ▇▇▇▇ Facilities and to schedule and dispatch
the capacity and energy from such North ▇▇▇▇ Facilities. In the
event this provision is invoked Virginia Power shall maintain
an accurate record of all the benefits, including but not limited to
the capacity and energy from Old Dominion's ownership interest in
the North ▇▇▇▇ Facilities, and costs of such continued operation,
maintenance and fueling to provide for a reasonable settlement
following removal of the default.
(ii) Failure of Old Dominion to make any payment on the
date required under this Agreement shall obligate Old Dominion to pay
to Virginia Power (a) the unpaid amount, (b) interest on the unpaid
amount at the Special Interest Rate from the date such payment was
due until the amount is paid and (c) the reasonable expenses incurred
by Virginia Power in collecting the unpaid amount.
(iii) Where a default under Article XV of the
Purchase, Construction and Ownership Agreement shall have otherwise
permitted Virginia Power to purchase all or a portion of Old
Dominion's ownership interest in the North ▇▇▇▇ Facilities (as
those terms are defined in the Purchase, Construction and
Ownership Agreement) any amount in default hereunder shall be
offset against the purchase price to be paid to Old Dominion.
(b) Where the default is the willful failure by Old Dominion to perform
an obligation hereunder other than the obligation to pay money when due,
Virginia Power may take any lawful action that will remedy the default or
mitigate its effects, and Old Dominion shall, upon demand by Virginia Power, pay
reasonable losses or damages incurred by Virginia Power as a direct and
proximate result of the default and all expenses incurred by Virginia Power in
remedying the default or mitigating its effects, together with interest at the
Special Interest Rate on that amount until the total amount is paid. A failure
by Old Dominion to make payment hereunder shall constitute a default under
Section 17.01(a) and give rise to the remedies available under Section 17.02(a).
(c) Where the default is any of the acts set forth in Section 17.01(c),
Virginia Power shall have the right to take any lawful action, including
termination of this Agreement, that Virginia Power determines to be necessary to
minimize its losses or enhance its prospects of recovery of amounts due and to
become due to it.
17.03 Old Dominion's Rights on Default of Virginia Power. Whenever
any Event of Default by Virginia Power shall have occurred and Old Dominion
intends to require that the default be remedied, Old Dominion shall give
Virginia Power written notice to remedy the default. If the default shall not
have been fully cured within 30 days from the date of the notice, Old Dominion
shall have the rights set forth herein, in addition to all other rights it may
have at law or in equity.
(a) Where the default is a failure to pay money when due, Old
Dominion shall have the right to withhold from Virginia Power payment of
Old Dominion's obligations hereunder to the extent of the amount in
default plus interest at the Special Interest Rate thereon until the
amount is paid.
(b) Where the default is the willful failure by Virginia Power
to perform an obligation hereunder other than the obligation to pay
money when due, Old Dominion may take any lawful action that will remedy
the default or mitigate its effects, and Virginia Power shall, upon
demand by Old Dominion, pay reasonable losses or damages incurred by Old
Dominion as a direct and proximate result of the default and all
expenses incurred by Old Dominion in remedying the default or mitigating
its effects, together with interest at the Special Interest Rate on
that amount until the total amount is paid. A failure by Virginia
Power to make payment hereunder shall constitute a default under
Section 17.01(a) and give rise to the remedies available under Section
17.03(a).
(c) Where the default is any of the acts set forth in Section
17.01(c), Old Dominion shall have the right to take any lawful action,
including termination of this Agreement, that Old Dominion determines to
be necessary to minimize its losses or enhance its prospects of recovery
of amounts due and to become due to it.
17.04 Disputes Concerning Default . In the event that any Party shall
dispute an asserted default by it, such Party shall pay the disputed payment or
perform the disputed obligations, but may do so under protest. The protest shall
be in writing, shall precede or accompany the disputed payment or performance of
the disputed obligations, shall specify the reasons upon which the protest is
based and shall be delivered to the other Party hereunder. In the event it is
determined that the protesting Party is entitled to a refund of all or any
portion of a disputed payment or payments, or is entitled to reimbursement of
the cost of performing a disputed obligation theretofore made or performed, then
the protesting Party shall be reimbursed such amount with interest at the
Regular Interest Rate for the period involved.
17.05 Additional Obligations . With respect to any Party as to which an
Event of Default has occurred, such Party shall use its best efforts to take any
and all such further actions and shall execute and file, where appropriate, any
and all such further legal documents and papers as may be reasonable under the
circumstances in order to facilitate the carrying out of this Agreement or
otherwise effectuating its purpose, including but not limited to action to seek
any required governmental or regulatory approval and to obtain any other
required consent, release, amendment or other similar document.
17.06 Injunctive Relief . The Parties hereto agree and acknowledge that
the failure of a Party to perform any of its obligations under this Agreement,
including the execution of legal documents which may be reasonably requested as
set forth in this Article XVII, would cause irreparable injury to the other
Party and that the remedy at law for any violations or threatened violation
thereof would be inadequate, and agree that the other Party shall be entitled to
a temporary or permanent injunction or other equitable relief specifically to
enforce such obligation without the necessity of proving the inadequacy of its
legal remedies.
17.07 No Remedy Exclusive . No remedy conferred upon or reserved to the
Parties hereto in this Article XVII is intended to be exclusive of any other
remedy or remedies available hereunder or now or hereafter existing at law, in
equity, or by statute or otherwise, but each and every such remedy shall be
cumulative and shall be in addition to every other such remedy. The pursuit by
any Party of any specific remedy shall not be deemed to be an election of that
remedy to the exclusion of any other or others, whether provided hereunder or by
law, equity or statute.
17.08 Agreement to Pay All Costs to Cure Default .
(a) A late payment charge during periods of default shall
accrue on any amount in default at an annual rate equal to that of the Special
Interest Rate.
(b) If an Event of Default should occur and a Party not in
default should employ attorneys or incur other expenses for the collection of
any payment or the enforcement of performance or observation of any condition or
obligation on the part of a defaulting Party or for the exercise of any other
remedy hereunder, the defaulting Party agrees that it will on demand therefore
reimburse the other Party for its reasonable expenses of such attorneys and such
other expenses incurred. No default shall be deemed cured until all costs
payable under this Article, including any attorneys' fees incurred by the Party
not in default, and payments pursuant to this Agreement shall have been paid or
reimbursed.
17.09 General Covenant by the Parties. Each Party hereto covenants
and agrees that if any event shall occur or condition exist which constitutes,
or which after notice, lapse of time or both, would constitute an Event of
Default on its part pursuant to this Article, it shall immediately notify the
other Party thereof, specifying the nature thereof and any action taken or
proposed to be taken with respect thereto.
ARTICLE XVIII
Miscellaneous
18.01 No Delay. No disagreement or dispute of any kind between the
Parties to this Agreement or between a Party and any other entity, concerning
any matter, including, without limitation, the amount of any payment due from
said Party or the correctness of any billing made to the Party, shall permit
either Party to delay or withhold any payment or the performance of any other
obligation pursuant to this Agreement. Each Party shall promptly and diligently
undertake to resolve such disagreement or dispute without undue delay and in
good faith.
18.02 Further Documentation. From time to time after the execution of
this Agreement, the Parties hereto shall, within their legal authority, execute
other documents as may be necessary, helpful or appropriate to carry out the
terms of this Agreement.
18.03 Notice. Any notice, request, consent or other communication
permitted or required by this Agreement (other than payments as provided in
Section 10.04) shall be in writing and shall be deemed given when delivered by
hand or (unless otherwise required by the terms of this Agreement) when
deposited in the United States Mail, first class, postage prepaid, and if to
Virginia Power, addressed to:
Senior Vice President - Commercial Operations
Virginia Electric and Power Company
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
and if to Old Dominion, addressed to:
President
Old Dominion Electric Cooperative
P. ▇. ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
unless a different officer or address shall have been designated by the
respective Party by notice in writing sent to the other Party hereto.
18.04 Headings Not to Affect Meaning. The descriptive headings of the
various articles and sections of this Agreement have been inserted for
convenience of reference only and shall in no way modify or restrict any of the
terms and provisions hereof.
18.05 No Association, Trust, Joint Venture or Partnership; Tax
Matters. Notwithstanding any provision of this Agreement, the Parties do not
intend to create hereby any association, trust, joint venture or partnership
under the law of Virginia, although the Parties acknowledge that the ownership
and operation of the North ▇▇▇▇ Facilities may constitute a partnership for tax
purposes. If it should appear that one or more changes to this Agreement would
be required in order to avoid the creation or terminate the existence of any
such entity, the Parties agree to negotiate promptly and in good faith with
respect to such changes. Virginia Power and Old Dominion hereby agree that they
will both elect to exclude the arrangement created by this Agreement from the
application of Subchapter K of the Internal Revenue Code of 1954, as amended,
and execute all documents required by either Party to effect that result.
18.06 Successors and Assigns. This Agreement shall be binding upon,
and shall inure to the benefit of Virginia Power and Old Dominion, and their
respective successors and assigns, provided that no succession to or assignment
of any rights or obligations created hereunder, other than an assignment or
transfer to the U.S. Government or any agency thereof, the National Rural
Utilities Cooperative Finance Corporation, or any other domestic financing
institution solely as security for loans or advances, shall take place without
the prior written consent of the other Party.
18.07 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.
18.08 Severability. In the event any of the terms, covenants or
conditions of this Agreement or amendments thereof or the application of any
such term, covenant or condition or amendment thereof shall be held invalid as
to a Party or circumstance by any court or governmental agency having
jurisdiction, all of the other terms, covenants and conditions of this Agreement
and amendments thereof shall not be affected thereby and shall remain in full
force and effect.
18.09 Applicable Law. This Agreement is made under and shall be
governed by the laws of the Commonwealth of Virginia.
18.10 No Waiver. The failure of either Party to enforce at any time
any of the provisions of this Agreement or to require at any time performance by
the other Party of any of the provisions hereof, shall in no way be construed to
be a waiver of such provisions, nor in any way to affect the validity of this
Agreement or any part hereof or the right of such Party thereafter to enforce
each and every such provision.
18.11 Computation of Time. In computing any period of time
prescribed or allowed under this Agreement, the day on which the act or event
occurs after which the designated period of time begins to run shall not be
included. The last day of the period so computed shall be included if it is a
business day; if it is not a business day, the period shall run until the end of
the next day which is a business day.
18.12 Survivorship of Obligations. The termination of this
Agreement shall not discharge either Party hereto from any obligation it owes to
the other Party under this Agreement by reason of any transaction, loss, cost,
damage, expense or liability which shall occur or arise (or the circumstances,
events or basis of which shall occur or arise) prior to such termination. It is
the intent of the Parties hereby that any such obligation owed (whether the same
shall be known or unknown at the termination of this Agreement or whether the
circumstances, events, or basis of the same shall be known or unknown at the
termination of this Agreement) shall survive the termination of this
Agreement.
18.13 Executive Committee. An Executive Committee, consisting of the
Chief Executive Officer and the Chief Operating Officer of Virginia Power, or
their designees, and the President of Old Dominion, or his designee, shall meet
from time to time for the purpose of resolving disputes arising from the
activities of the North ▇▇▇▇ Operating Committee and the Planning and
Administration Committee established pursuant to Sections 2.01 and 3.01,
respectively, of this Agreement and for the purpose of resolving disputes
arising under the Purchase, Construction and Ownership Agreement pursuant to the
procedures established by Section 20.03 of the Purchase, Construction and
Ownership Agreement.
18.14 Entire Agreement. This Agreement, the Purchase, Construction and
Ownership Agreement and the Nuclear Fuel Agreement together with appendices and
exhibits incorporated by reference, shall constitute the entire understanding
between the Parties hereto, pertaining to the subject matter contained herein.
Neither Party hereto has relied, nor will rely, upon any oral or written
representation or oral or written information made or given to such Party by the
other Party hereto or any representative of or anyone on the behalf of the other
Party hereto.
18.15 Non-Exclusive Agreement. Subject to the limitations in this
Agreement, Virginia Power and Old Dominion shall have the right at all times to
hereunder.
18.16 Relationship of the Parties. The duties, obligations, and
liabilities of the Parties herein are intended to be several and not joint or
collective. The Parties shall be individually responsible for their own
obligations as provided herein. Neither of the Parties shall have the right or
power to bind the other Party except as expressly provided in this Agreement.
18.17 Singular and Plural. Throughout this Agreement, whenever any
word in the singular number is used, it should include the plural unless the
context otherwise requires; and whenever the plural number is used, it shall
include the singular, unless the context otherwise requires.
18.18 Equal Opportunity. During the performance of those parts of this
Agreement relating to the construction by Virginia Power of any additions,
betterments, improvements or replacements to the North ▇▇▇▇ Facilities, Old
Dominion and Virginia Power agree as follows:
(a) The parties will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, age or national
origin. The Parties will take affirmative action to ensure that applicants are
employed, and that employees are treated during employment without regard to
their race, color, religion, sex, or national origin. Such action shall include,
but not be limited to, the following: employment, upgrading, demotion or
transfer; recruitment or recruitmen advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for training, including
apprenticeship. The Parties agree to post in conspicuous places, available to
employees and applicants for employment, notices to be provided setting forth
the provisions of this Equal Opportunity Clause.
(b) The Parties will, in all solicitations or advertisements
for employees placed by or on behalf of either party, state that all qualified
applicants will receive consideration for employment without regard to race,
color, sex, or national origin.
(c) The Parties will send to each labor union or
representative of workers with which it has a collective bargaining
agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the Parties
commitments under this Section, and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(d) The Parties will comply with all provisions of Executive
Order 11246, dated September 24, 1965, and of the rules, regulations and
relevant order of the Secretary of Labor.
(e) The Parties will furnish all information and reports
required by Executive Order 11246, dated September 24, 1965, and by rules,
regulations and relevant orders of the Secretary of Labor, or pursuant
thereto, and will permit access to their books, records and accounts by the
administering agency and the Secretary of Labor for purposes of
investigation to ascertain compliance with such rules, regulations and orders.
(f) In the event of either Party's noncompliance with the
nondiscrimination clauses of this Agreement or with any of the said rules,
regulations or orders, the Parties may be declared ineligible for further
Government procedures authorized in Executive Order 11246, dated September
24, 1965, and such other sanctions may be imposed and remedies invoked
as provided in said Executive Order or by rule, regulation or order of the
Secretary of Labor, or as otherwise provided by law.
(g) The Parties agree that, unless exempted by the rules,
regulations or orders of the Secretary of Labor issued pursuant to
Section 204 of Executive Order 11246, dated September 24, 1965, all
subcontracts and purchase orders will cite that such contract or purchase
orders are subject to Executive Order 11246 and such provisions will be binding
upon each subcontractor or vendor. The Parties will take such action with
respect to any subcontract or purchase order as the administering agency may
direct as a means of enforcing such provisions, including sanctions for
noncompliance; provided, however, that in the event either Party becomes
involved in, or is threatened with, litigation with a subcontractor or
vendor as a result of such direction by the administering agency, that
Party may request the United States to enter into such litigation to protect
the interests of the United States.
18.19 Good Faith. The Parties hereto expressly agree that every
obligation undertaken in this Agreement will be performed in good faith.
18.20 Merger of Documents. All understandings and agreements, written
or oral, among the Parties prior to the Effective Date, with respect to the
matters herein contained, including the Interconnection and Operating
Agreement, have been superseded in all respects by this Agreement, and all
such understandings and agreements prior to the Effective Date are null and
void and of no effect whatsoever.
18.21 Environment. The provisions of Section 20.17 of the Purchase,
Construction and Ownership Agreement are incorporated herein by reference and
shall apply as if set forth herein in full.
18.22 Kick-backs. The provisions of Section 20.18 of the Purchase,
Construction and Ownership Agreement are incorporated herein by reference and
shall apply as if set forth herein in full.
18.23 Nonsegregated Facilities. The provisions of Section 20.19 of the
Purchase, Construction and Ownership Agreement are incorporated herein by
reference and shall apply as if set forth herein in full.
18.24 Historic Places. The provisions of Section 20.21 of the
Purchase, Construction and Ownership Agreement are incorporated herein by
reference and shall apply as if set forth herein in full.
18.25 Public Officials Not to Benefit. The provisions of Section 20.22
of the Purchase, Construction and Ownership Agreement are incorporated herein by
reference and shall apply as if set forth herein in full.
18.26 Flood Insurance Act. The provision of Section 20.23 of the
Purchase, Construction and Ownership Agreement are incorporated herein by
reference and shall apply as if set forth herein in full.
18.27 Safety. The provisions of Section 20.24 of the Purchase,
Construction and Ownership Agreement are incorporated herein by reference and
shall apply as if set forth herein in full.
18.28 Buy American. The provisions of Section 20.25 of the Purchase,
Construction and Ownership Agreement are incorporated herein by reference and
shall apply as if set forth herein in full.
18.29 Regulatory Changes. Nothing contained in this Agreement shall be
construed as preventing either Party from pursuing its interests in independent
system operators, pools, poolcos, transmission arrangements and pricing,
ancillary services, or other issues that may be debated before regulatory or
other bodies.
ARTICLE XIX
Amendment
This Agreement may not be amended, modified, or terminated, nor may any
obligation hereunder be waived orally. Any amendment shall be in writing, and
shall be signed by the Chief Executive Officer or the President of Virginia
Power or the person either of them may designate in writing and by the President
of Old Dominion, or the person he may designate in writing, and must be approved
by the Board of Directors of Old Dominion and Virginia Power subject to any
required regulatory approval including the approval of RUS, as needed.
IN WITNESS WHEREOF, the Parties have caused this amended and restated
Agreement to be executed by their duly authorized officers as of the day and
year first above written.
VIRGINIA ELECTRIC AND POWER COMPANY
By _________________________________________
▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Executive Officer
OLD DOMINION ELECTRIC COOPERATIVE
By _________________________________________
▇. ▇. ▇▇▇▇▇▇▇
President & Chief Executive Officer
STATE OF VIRGINIA:
COUNTY OF HENRICO to wit:
The foregoing instrument was acknowledged before me this _____ day of
__________, 1997, by ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President and Chief Executive Officer
of Virginia Electric and Power Company, a Virginia corporation, on behalf of the
corporation and by ▇.▇. ▇▇▇▇▇▇▇, President and Chief Executive Officer of Old
Dominion Electric Cooperative, a Virginia cooperative, on behalf of the
cooperative.
---------------------------
Notary Public
My Commission expires:
Virginia Electric and Power Company
Secretary's Certificate
I, ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇., do hereby certify that I am the
Secretary/Treasurer of Virginia Electric and Power Company (the "Company"), and
that, as such, I am authorized to execute this certificate on behalf of the
Company. I do hereby further certify that ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ was duly elected
or appointed, qualified and acting as President and Chief Executive Officer of
the Company at the time of signing and delivery of the attached Amended and
Restated Interconnection and Operating Agreement an was duly authorized to
execute such Agreement on behalf of the Company, and that the signature
appearing in such Agreement is his genuine signature.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this ________ day of _______________, 1997.
-----------------------------
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Secretary/Treasurer
STATE OF VIRGINIA:
CITY OF RICHMOND to wit:
The foregoing instrument was acknowledged before me this _____ day of
__________, 1997, by ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇., Secretary and Treasurer, of
Virginia Electric and Power Company, a Virginia corporation, on behalf of the
corporation.
---------------------------
Notary Public
My Commission expires:
Old Dominion Electric Cooperative
Secretary's Certificate
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., do hereby certify that I am the
Secretary/Treasurer of Old Dominion Electric Cooperative (the "Cooperative"),
and that, as such, I am authorized to execute this certificate on behalf of the
Cooperative. I do hereby further certify that ▇. ▇. ▇▇▇▇▇▇▇ was duly elected or
appointed, qualified and acting as President and Chief Executive Officer of the
Cooperative at the time of signing and delivery of the attached Amended and
Restated Interconnection and Operating Agreement and was duly authorized to
execute such Agreement on behalf of the Cooperative, and that the signature
appearing in such Agreement is his genuine signature.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Cooperative this ________ day of _______________, 1997.
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Secretary/Treasurer
STATE OF VIRGINIA:
COUNTY OF ___________________ to wit:
The foregoing instrument was acknowledged before me this _____ day of
__________, 1997, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Secretary and Treasurer of Old Dominion
Electric Cooperative, a Virginia cooperative, on behalf of the cooperative.
---------------------------
Notary Public
My Commission expires:
Appendix A
Page 1 of 3
APPENDIX A
COMMON FACILITIES
All property of Virginia Power in the following accounts on Virginia
Power's books of account that is within the definition of Common Facilities as
well as the Construction Work in Progress and the Completed Construction Not
Classified related thereto:
FERC
ACCOUNT DESCRIPTION
320 Land and Land Rights
321 Structures & Improvements
Clearing
Water System
Storm Sewers
Sanitary Sewers
Fire Protection
Fuel Oil Storage
RR Track
Yard
Yard Lighting
Boat Dock
Rifle Range
Gun Towers
Medical Classroom
Condensate Fill Pump Station
Auxiliary Building
Turbine Building
Turbine Outage Building
Office Building
Screenwell Structure
Vacuum Priming Pump House
Fuel Building
Fuel Oil Pump House
Yard Crane
Water Treatment Building
Service Building
Weather Towers
FERC ACCOUNT DESCRIPTION
Meteorological Towers
Security Building
Security Control Center
Dam
Reservoirs
Spillways
Dikes
Service Water Pump House
Decontamination Building
Waste Disposal Building
Roadways
Walkways
Parking Lots
322 Reactor Plant Equipment
Boron Recovery System
Moving Platform Spent
Fuel Pit
Fuel Building Cranes
Decontamination Cranes
Fuel Receiving Equipment
Spent Fuel Racks
Reactor Cavity Purification
Radioactive Waste Treatment
and Disposal System
Liquid Waste Solidification System
Waste Disposal Evaporator
Radioactive Gaseous Waste
Radioactive Solid Waste
Decontamination System
Raw Water Supply System
Condensate Storage Tank
Auxiliary Boiler System
323 Turbo-Generator Equipment
Service Water Pump House Equipment
Bearing Cooling Water Tower
Turbine Room Crane
324 Accessory Electric Equipment
Screenwell Area Transformers
and Equipment
Reserve Station Transformer
Bearing Cooling Tower Switch Boards
325 Miscellaneous Power Plant Equipment
Compressed Air Systems
Miscellaneous Shop Equipment
Machine Shop Equipment
Laboratory Testing Equipment
Office Furniture and Equipment
Other General Station Equipment
Weather Station Equipment
Marine Equipment
Kitchen Equipment
Fire Protection Equipment
Plant Communications
Telephone System
Security Equipment
Radiation Monitoring Equipment
Gasoline Storage Equipment
352 Transmission Structures and
Improvements
353 Transmission Station Equipment
390 Structures and Improvements
Visitors Information Center
391 Office Furniture and Equipment
392 Transportation Equipment
COMPLETED CONSTRUCTION NOT CLASSIFIED
PROJECT NO. DESCRIPTION
CONSTRUCTION WORK IN PROGRESS
PROJECT NO. DESCRIPTION
Appendix B
Page 1 of 6
APPENDIX B
MAJOR SPARE PARTS
B.01 Description of Major Spare Parts. Those major items, each costing more
than $100,000, as follows:
Quantity Item Serial Number
1 Motor Charging Pump 17528LN01
1 Motor Charging Pump 17528LN02
1 RCP Motor S/N 3S-81P355 3S-81P355
1 Low Head Safety INJ Pump Motor 17538LN01
1 2B LP Rotor TN12763
15 2B LP Rotor TN12763
2 LP Rotor Discs-Spare 23A3932
2 LP Rotor Discs Spare 23A3932
2 LP Rotor Discs Spare 23A3932
10 LP Rotor Blades Spare 23A3932
4 LP Rotor Discs Spare 23A3932
1 LP Rotor Shaft Spare 23A3932
4 LP Rotor Blades Spare 23A3932
2 Spare Blade Rows 1A Rotor 23A3932
10 2B LP Rotor Turbine Disc TN12763
Major Spare Parts shall also include any other major items that the Parties
agree (i) to keep in inventory and (ii) to designate as Major Spare Parts for
possible use in replacing similar items in units located not only at the North
▇▇▇▇ Nuclear Power Station but also at other power stations. Such designation
shall state the units that the Major Spare Part is designated to serve.
B.02 Old Dominion's Percentage Ownership Interest in Major Spare Parts.
(a) Except as otherwise modified by the operation of Sections
15.03, 16.01 or 16.02 of the Purchase, Construction and Ownership Agreement, Old
Dominion shall own its Old Dominion's Percentage Ownership Interest in any Major
Spare Part until such Major Spare Part is used in a unit other than the Units.
Upon use in any such unit, Virginia Power shall purchase such Major Spare Part
from Old Dominion in accordance with B.04 hereof.
(b) Virginia Power agrees to pay carrying charges, if any,
with respect to each Major Spare Part equal to (i) Old Dominion's Percentage
Ownership Interest, less (ii) the sum of Old Dominion's Percentage Ownership
Interest in any Unit that the Major Spare Part serves, divided by the total
number of units served by the Major Spare Part.
(c) It is the intention of the Parties that the formula be
reapplied at any time that the number of units served by any Major Spare Part or
Old Dominion's Percentage Ownership Interest changes for any reason. In any case
where ownership interest of the Parties are adjusted, the provisions of Section
16.04 of the Purchase, Construction and Ownership Agreement shall apply and
appropriate payment shall be made pursuant to Section B.04 hereof.
B.03 Ownership Responsibilities - Major Spare Parts. Virginia Power
may make use of any Major Spare Part in any of the units at the North ▇▇▇▇
Nuclear Power Station or other power stations for which such parts have been
designated to serve in accordance with Section B.01 hereof and in accordance
with the following conditions:
A. If at any time a unit at the North ▇▇▇▇ Nuclear Power Station
or other power stations has need of a Major Spare Part to
replace any part of an equivalent item that has been damaged,
such Major Spare Part may be used in such unit; provided that
another unit (for which the part has been designated in
accordance with Section B.01 hereof) located at either station
had not been damaged earlier and made prior claim to use such
Major Spare Part.
B. When a Major Spare Part is used in any unit, Virginia Power
and Old Dominion shall have an obligation either to (i) repair
such damaged item or (ii) to acquire a new item in place of
the damaged item, as expeditiously as possible, and to return
it to the original location of the Major Spare Part that was
used. Payment therefor will be in accordance with Section B.04
hereof.
Any time that any Major Spare Part is used in any unit other than the Units,
Virginia Power shall be obliged to make payment to Old Dominion. The adjustment
of ownership interest at the time a Major Spare Part is used shall conform, in
all respects, to the provisions of Section 16.04 of the Purchase, Construction
and Ownership Agreement.
B.04 Cost Responsibilities - Major Spare Parts. Cost and payment
responsibilities of the Parties for the Major Spare Parts shall be determined in
accordance with the following:
A. Subject to the provisions of Section B.04 (D) hereof, the
responsibility of the Parties for any New Investment or costs
for any Major Spare Part will be shared in proportion to the
Parties then current ownership interest in that Major Spare
Part.
B. Virginia Power shall pay carrying charges on the interest
stated in Section B.02(b), based upon the same principles
under which carrying charges are paid pursuant to this
Appendix B. excluding cancellation costs, taxes payable at
closing and deferred taxes set forth in Exhibit N of the
Purchase Agreement and the 15 percent ▇▇▇▇-up reflected
therein, while reflecting Old Dominion's actual cost of
capital used to finance such Major Spare Parts, rather than
11%.
C. Upon the use of any Major Spare Part in a non-North ▇▇▇▇ unit,
Virginia Power shall pay Old Dominion the amount necessary so
that Old Dominion's net investment as reflected on Old
Dominion's books in that Major Spare Part is $0. Upon the use
of any Major Spare Part in a Unit, Virginia Power will cease
paying carrying charges pursuant to Section B.02(b) on that
Major Spare Part until a replacement Major Spare Part is
acquired. The provisions of Section 16.04 of the Purchase,
Construction and Ownership Agreement shall apply to any
adjustment under that Section.
D. The parties shall pay for any replacement Major Spare
Part, subject to the next sentence, in proportion to
their respective ownership interests in the unit in
which the Major Spare Part was used, but the investment
attributed to the replacement Major Spare Part when such
part is designated as a Major Spare Part shall be equal
to the dollar amount initially invested in the Major
Spare Part that was used in the Unit needing that part.
Accordingly, when the repaired or replacement part is
designated a Major Spare Part, a payment shall be made
to the appropriate Party so that the then resulting
investment of the Parties in the Major Spare Part shall
be equal to the investment of the Parties in the Major
Spare Part that was used in the Unit needing that part.
E. Upon any adjustment in Old Dominion's Percentage Ownership
Interest in any Major Spare Part pursuant to Section B.02(c),
payment shall be made to the Party whose ownership interest
decreased, so that the percentage investment (including all
cost components comprising New Investment, undepreciated) of
each Party shall be equal to that Party's percentage ownership
interest in the respective Major Spare Part.
B.05 Hypothetical Illustration.
Hypothetical Illustration of Cost Responsibility
Associated with Ownership, Use and Replacement
of Major Spare Parts Pursuant to Exhibit C
1. Major Spare Part - Net Investment $10,000,000
2. Ownership Responsibility Virginia Power 88.4% $ 8,840,000
Old Dominion 11.6% $ 1,160,000
Case (1) Major Spare Part Utilized at the
Surry Nuclear Power Station
- Replacement Costs More
1. Payment to Old Dominion at the time Major Spare Part
is taken from its storage location $ 1,160,000
2. Cost of replacement (FOB) paid by Virginia Power (100%) $20,000,000
3. Payment by Old Dominion at the time Major Spare Part
is replaced in its original location $ 1,160,000
4. Net Investment in the Major Spare Part for
computation of cost responsibility when such
part is next utilized $ 10,000,000
Case (2) Major Spare Part Utilized at the
North ▇▇▇▇ Nuclear Power Station
- Replacement Costs More
1. No payment at the time Major Spare Part
is taken from its storage location $
2. Cost of replacement (FOB) paid by:
Virginia Power (88.4% x $20,000,000) $17,680,000
Old Dominion (11.6% x $20,000,000) $ 2,320,000
3. Net Investment in the Major Spare Part for
computation of cost responsibility
when such part is next utilized $10,000,000
Case (3) Major Spare Part Utilized at the
Surry Nuclear Power Station
- Replacement Costs Less
1. Payment to Old Dominion at the time Major Spare Part
is taken from its storage location $ 1,160,000
2. Cost of replacement (FOB) paid by Virginia Power (100%) $ 5,000,000
3. Payment by Old Dominion at the time Major Spare Part
is replaced in its original location $ 1,160,000
4. Net Investment in the Major Spare Part for
computation of cost responsibility when such
part is next utilized $10,000,000
Case (4) Major Spare Part Utilized at the
North ▇▇▇▇ Nuclear Power Station
- Replacement Costs Less
1. No payment at the time Major Spare Part
is taken from its storage location $
2. Cost of replacement (FOB) paid by:
Virginia Power (88.4% x $5,000,000) $ 4,420,000
Old Dominion (11.6% x $5,000,000) $ 580,000
3. Net Investment in the Major Spare Part for
computation of cost responsibility
when such part is next utilized $10,000,000
Appendix C
Page 1 of 1
APPENDIX C
NORTH ▇▇▇▇ UNIT 1
All property of Virginia Power appearing in the following accounts on
Virginia Power's books of account that is defined as North ▇▇▇▇ Unit 1 in this
Agreement as well as the Construction Work in Progress and the Completed
Construction Not Classified related thereto:
FERC
ACCOUNT DESCRIPTION
------- -----------
321 Structures and Improvements
322 Reactor Plant Equipment
323 Turbogenerator Units
324 Accessory Electric Equipment
325 Miscellaneous Power Plant Equipment
Appendix D
Page 1 of 1
APPENDIX D
NORTH ▇▇▇▇ UNIT 2
All property of Virginia Power appearing in the following accounts on
Virginia Power's books of account that is defined as North ▇▇▇▇ Unit 2 in this
Agreement as well as the Construction Work in Progress and the Completed
Construction Not Classified related thereto:
FERC
ACCOUNT DESCRIPTION
------- -----------
321 Structures and Improvements
322 Reactor Plant Equipment
323 Turbogenerator Units
324 Accessory Electric Equipment
325 Miscellaneous Power Plant Equipment
Appendix E
Page 1 of ▇
▇▇▇▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇▇▇▇ MEMBERS
BARC Electric Cooperative
Millboro, VA
Community Electric Cooperative
Windsor, VA
Mecklenburg Electric Cooperative
Chase City, VA
Northern Neck Electric Cooperative
Warsaw, VA
Northern Virginia Electric Cooperative
Manassas, VA
Prince ▇▇▇▇▇▇ Electric Cooperative
Waverly, VA
Rappahannock Electric Cooperative
Fredericksburg, VA
Shenandoah Valley Electric Cooperative
Mt. ▇▇▇▇▇▇▇▇, VA
Southside Electric Cooperative
Crewe, VA
Appendix F
Page 1 of 3
APPENDIX F
SUPPORT FACILITIES
F.01 Definition of Support Facilities. At the Effective Date, the
following shall be the Support Facilities:
ELECTRIC PLANT IN SERVICE
FERC
ACCOUNT DESCRIPTION
------- -----------
353 Transmission Station Equipment
Telemetering Equipment
COMPLETED CONSTRUCTION NOT CLASSIFIED
PROJECT NO. DESCRIPTION
----------- -----------
99-0182 Surry Nuclear Training Simulator
99-0313 Personnel Radiation Monitoring
Exposure System
99-2291 Nuclear Station Emergency Plan
Total Completed Construction Not Classified
CONSTRUCTION WORK IN PROGRESS
PROJECT NO. DESCRIPTION
----------- -----------
Thereafter, Support Facilities shall mean all those North ▇▇▇▇
Facilities, wherever situated, including, but not limited to, both real and
personal property, exclusive of Nuclear Fuel, Operating Inventory and Major
Spare Parts, which are purchased, leased or otherwise obtained for the
construction, operation and maintenance of one or more Unit(s) located at the
North ▇▇▇▇ Nuclear Power Station and one or more nuclear Unit(s) located at
Virginia Power
Appendix F
Page 2 of 3
Surry Nuclear Power Station or at such other location as Virginia
Power may have an interest in any nuclear facility and are listed in the
following accounts in accordance with the Uniform System of Accounts:
Plant In Service CCNC
Acct. 101 Acct. 106
321 - Structures and Improvements
325 - Miscellaneous Power Plant
Equipment
353 - Transmission Station
Equipment
397 - Communication Equipment
Construction Work in Progress
F.02 Old Dominion's Percentage Ownership Interest in Support
Facilities. (a) Except as otherwise modified by the operation of Sections 15.03,
16.01 or 16.02 of the Purchase, Construction and Ownership Agreement, Old
Dominion's Percentage Ownership Interest in any Support Facility shall be an
undivided ownership interest determined in accordance with the following
formula:
Sum of Old Dominion Percentage Ownership Interests
SFOI = in all Units that the Support Facility serves
_____________________________________________
Number of units served by Support Facility
(b) It is the intention of the Parties that the formula be reapplied
at any time that the number of units served by any Support Facility changes for
any reason. In any case where ownership interest of the Parties are adjusted,
the provisions of Section 16.04 of the Purchase, Construction and Operating
Agreement, shall apply and appropriate payment shall be made pursuant to Section
F.03 hereof.
F.03 Investment and Cost Responsibilities of the Parties for Support
Facilities. The investment and cost responsibilities of the Parties for any
Support Facility will be shared in
Appendix F
Page 3 of 3
proportion to the Parties' then current ownership interest in that Support
Facility. Upon any adjustment in Old Dominion's Percentage Ownership Interest in
any Support Facility, payment shall be to the Party whose ownership decreased,
so that the percentage investment (including all cost components comprising New
Investment, undepreciated) of each Party shall be equal to that Party's
percentage ownership interest in the respective Support Facility.
Appendix G
Page 1 of 12
APPENDIX G
CHARGES FOR PURCHASES BY OLD DOMINION
Charges for Old Dominion's purchases of demand and energy from Virginia
Power shall be calculated according to the following provisions, subject to
approval of these terms, conditions and charges by FERC:
I. Monthly Supplemental Demand Charge
A. The Monthly Supplemental Demand Charge, as set forth below,
shall be applicable to all Old Dominion Monthly Billing Demand
as determined for each calendar month in accordance with
Section 8.01(a)(i) and Appendix H, Section III. of this
Agreement:
For Calendar Year 1998 - $8.28413/kW-month
For Calendar Year 1999 - $6.82413/kW-month
For Calendar Year 2000 - $6.63413/kW-month
For Calendar Year 2001 - $6.08413/kW-month
For Calendar Year 2002 - $5.51413/kW-month
B. The Monthly Supplemental Demand Charge applicable to any Old
Dominion Monthly Billing Demand supplied by Virginia Power
pursuant to Section 8.01(a)(ii) and (iv) shall be as
determined pursuant to Section 8.02 (b) (ii) of this
Agreement.
C. The above Monthly Supplemental Demand Charges are exclusive of
transmission service and ancillary services charges which
shall be paid pursuant to the Transmission Service Agreement.
II. Peaking Capacity Charge
A. The Peaking Capacity Charge, as set forth below, shall be
applicable to all Peaking Capacity supplied by Virginia Power
as determined for each calendar month in accordance with
Section 8.03(a) and Appendix M, Section I. of this Agreement:
For the Period January 1, 1998 Through December 31, 1999 -
$4.66413/kW- month
For the Period January 1, 2000 Through December 31, 2003 -
$1.93413/kW-month
B. The above Peaking Capacity Charges are exclusive of
transmission service and ancillary services charges which
shall be paid pursuant to the Transmission Service Agreement.
Appendix G
Page 2 of 12
III. Monthly Supplemental Energy Charge
A. For the period January 1, 1998 through December 31, 2000, the
Monthly Supplemental Energy Charge, as set forth below, shall
be applicable to all Old Dominion Monthly Billing Energy as
determined for each calendar month in accordance with Section
8.01(d) and Appendix H, Section VI. of this Agreement:
$0.02195/kWh for all On-peak kWh
$0.01985/kWh for all Off-peak kWh
B. Effective January 1, 2001, and pursuant to Section 8.02(a)(ii)
of this Agreement, the Monthly Supplemental Energy Charge
shall be determined annually based on the projected energy
costs of Virginia Power's combined cycle and peaking units
included in the production cost model used by Virginia Power
to develop its annual corporate budget, subject to an annual
true-up on fuel costs (including handling and analysis
("H&A")), in accordance with the provisions stated below. The
projected energy costs shall include fuel, H&A, and variable
operating and maintenance (O&M) expenses. The Monthly
Supplemental Energy Charge determined in this section shall be
applicable to all Old Dominion Monthly Billing Energy supplied
by Virginia Power.
The Monthly Supplemental Energy Charge will be determined
annually based on a forecast of Old Dominion projected hourly
loads excluding Old Dominion Monthly Delivered SEPA Capacity,
adjusted for losses, then excluding Old Dominion Monthly North
▇▇▇▇ Capacity, Old Dominion Monthly Accredited Firm Capacity,
Old Dominion Monthly Accredited Non-Firm Capacity, Excluded
Supplemental Capacity, Peaking Capacity, and Excluded Peaking
Capacity. The remaining hourly values will be sorted in
descending order. This shall be referred to as Old Dominion's
supplemental "Load Duration Curve." The area under the Load
Duration Curve shall be equal to Old Dominion's total
projected supplemental energy requirements for the year used
in the formula below.
The formula below is based on the sum of the cost of energy
from peaking units and combined cycle units as if the
supplemental demand requirements of Old Dominion were
purchased from Virginia Power as two thirds peaking capacity
and one third combined cycle capacity. Therefore, the Monthly
Supplemental Energy Charge shall be calculated as follows:
Re = [ Pe\e\ x Pe\c\ ] + [ Ce\e\ x Ce\c\ ] + VOM\S\
----- -----
Te\e\ Te\e\
Appendix G
Page 3 of 12
hT
Tee = (SIGMA) Old Dominion Monthly
h=0 Supplemental Demand
hx
Pee = (SIGMA) Old Dominion Monthly
h=0 Supplemental Demand -1/3D
Cee = Te\e\ - Pe\e\
Where:
Re = Projected Monthly Supplemental Energy Charge
Te\e\ = Total estimated annual Old Dominion Monthly
Supplemental Energy
Pe\e\ = Estimated annual Old Dominion Monthly Supplemental
Energy related to peaking capacity
Ce\e\ = Estimated annual Old Dominion Monthly Supplemental
Energy related to combined cycle capacity
Pe\c\ = Weighted average projected fuel cost (including H&A)
for designated peaking units on a $/kWh basis
Ce\c\ = Weighted average projected fuel cost (including H&A)
for designated combined cycle units on a $/kWh basis
n
VOM\s\ = [Pe\e\ x [(SIGMA) [[projected year's peaking units'
Te\e\ Sdpu=1 total O&M cost - projected
year's peaking units' fuel and
H&A cost]
n
x 0.35] / (SIGMA) projected year's
Sdpu=1 peaking units' energy]] +
a
[Ce\e\ x [(SIGMA) [[projected year's combined
Te\e\ dccu=1 cycle units' total O&M cost
- projected year's combined
cycle units' fuel and H&A
cost]
a
x 0.35] / (SIGMA) projected year's combined
dccu=1 cycle units energy]]
Appendix G
Page 4 of 12
Sdpu = designated peaking units index (for this Section III. B.)
n = total number of peaking units
dccu = designated combined cycle units index
a = total number of combined cycle units
D = Maximum Old Dominion Monthly Supplemental Demand for
the year
hT = The total number of hours during the year
hx = That hour where the supplemental demand equals 1/3 D
h = The hourly index
The attached Exhibit A to this Appendix G is an illustration of
the variables Pe\e\, Ce\e\ and Te\e\ for a sample year.
Pursuant to Section 8.02(a)(ii), the Monthly Supplemental Energy
Charge shall be subject to an annual true-up on fuel costs
(including H&A) based on the following formula. Virginia Power's
twelve month ending report entitled "Virginia Power - Fuels
Consumed Within Power Stations" for each respective year shall
be used to determine the "Weighted average actual fuel costs for
the designated peaking units" and the "Weighted average actual
fuel costs for the designated combined cycle units".
FR\e\ = [Pe\e\ x Pe\c\] + [Ce\e\ x Ce\c\]
----- -----
Te\e\ Te\e\
Where: FR\e\ = Projected Monthly Supplemental Energy Charge, less O&M
FR\a\ = [Pe\e\ x Pa\c\] + [Ce\e\ x Ca\c\]
----- -----
Te\e\ Te\e\
Where: FRa = Actual Monthly Supplemental Energy Charge, less O&M
Pa\c\ = Weighted average actual fuel cost (including H&A) for
designated peaking units on a $/kWh basis
Ca\c\ = Weighted average actual fuel cost (including H&A) for
designated combined cycle units on a $/kWh basis
The amount of refund or credit due to the respective Party
shall be determined as follows:
Appendix G
Page 5 of 12
SECD = Ta\e\ x (FRe - FRa)
Where: SECD = Amount of Monthly Supplemental Energy Charge
adjustment
Ta\e\ = Actual annual Old Dominion Monthly Billing
Energy
IV. Monthly Reserve Energy Charge
A. For the period January 1, 1998 through December 31, 2001, the
Monthly Reserve Energy Charge shall be the Monthly
Supplemental Energy Charge stated in III.A. above and shall be
applicable to all Old Dominion Monthly Reserve Energy as
determined for each calendar month in accordance with Section
8.05(b) and Appendix H, Section IV. of this Agreement.
B. Effective January 1, 2002, and pursuant to Section 8.05(b) of
this Agreement, the Monthly Reserve Energy Charge shall be
determined annually based on the projected energy costs of
designated Virginia Power peaking units operating at the time
and included in the production cost model used by Virginia
Power to develop its annual corporate budget, subject to an
annual true-up on fuel costs (including H&A), in accordance
with the provisions stated below. The projected energy costs
shall include fuel, H&A, and variable O&M expenses. The
Monthly Reserve Energy Charge determined in this section shall
be applicable to all Old Dominion Monthly Reserve Energy
supplied by Virginia Power.
REC\e\ = RECRe + VOMr
Where: RECR\e\= Projected Monthly Reserve Energy Charge rate
based on projected fuel cost (including H&A)
for designated peaking units on a $/kWh
basis
REC\e\ = Projected Monthly Reserve Energy Charge
r
VOMr = (SIGMA) [[projected year's peaking units' total
Rdpu = 1 O&M cost - projected year's peaking
units' fuel and H&A cost]
r
x 0.35] /(SIGMA) Projected Year's Peaking Units' Energy
Rdpu
Rdpu = designated peaking units index (for this Section IV. B.)
r = total number of peaking units
For the Monthly Reserve Energy Charge annual true-up, Virginia
Power's twelve month ending report entitled "Virginia Power -
Fuels Consumed Within Power Stations" for each respective year
shall be used to determine the actual
Appendix G
Page 6 of 12
fuel costs of the designated Virginia Power peaking units. The
amount of refund or credit due to the respective Party shall
be determined as follows:
RECD = RE\a\ x (RECRe - FRECa)
Where: RECD = Amount of Monthly Reserve Energy Charge adjustment
RE\a\ = Actual annual Old Dominion Monthly Reserve
Energy
FRECa = Monthly Reserve Energy Charge rate based
on actual fuel cost (including H&A) for
designated peaking units on a $/kWh basis
V. Monthly Peaking Energy Charge
A. For the period January 1, 1998 through December 31, 1999, the
Monthly Peaking Energy Charge shall be the Monthly
Supplemental Energy Charge stated in III. A. above and
applicable to all Peaking Energy supplied by Virginia Power as
determined for each calendar month in accordance with Section
8.03(b) and Appendix M, Section II, of this Agreement.
B. Effective January 1, 2000, and pursuant to Section 8.03(d) of
this Agreement, the Monthly Peaking Energy Charge shall be
determined annually based on the projected energy costs of
designated Virginia Power peaking units operating at the time
and included in the production cost model used by Virginia
Power to develop its annual corporate budget, subject to an
annual true-up on fuel costs (including H&A), in accordance
with the provisions stated below. The projected energy costs
shall include fuel, H&A, and variable O&M expenses. The
Monthly Peaking Energy Charge determined in this section shall
be applicable to all monthly Peaking Energy supplied by
Virginia Power.
PEC\e\ = PECR\e\ + VOM\p\
Where: PECR\e\ = Projected Monthly Peaking Energy Charge rate based on
projected fuel cost (including H&A) for designated
peaking units on a $/kWh basis
PEC\e\ = Projected Peaking Energy Charge
p
VOM\p\ = (SIGMA) [[projected year's peaking units' total O&M
Pdpu=1 cost - projected year's peaking units' fuel
and H&A cost]
p
x 0.35] / (SIGMA) projected year's peaking units'
Pdpu=1 energy
Appendix G
Page 7 of 12
Pdpu = designated peaking units indexes (for this Section V.B.)
p= total number of peaking units
For the Monthly Peaking Energy Charge annual true-up, Virginia
Power's twelve month ending report entitled "Virginia Power -
Fuels Consumed Within Power Stations" for each respective year
will be used to determine the actual fuel costs (including H&A)
of the designated Virginia Power peaking units. The amount of
refund or credit due to the respective Party shall be
determined as follows:
PECD = PE x (PECRe - FPECa)
Where: PECD = Amount of Peaking Energy Charge adjustment
PE = Actual Peaking Energy
FPECa = Monthly Peaking Energy Charge rate based on actual
fuel cost (including H&A) for designated peaking units
on a $/kWh basis
VI. Annual Fuel Adjustment Factor
A. The Annual Fuel Adjustment Factor shall be applicable as
follows:
1. To all Old Dominion Monthly Billing Energy for the
period January 1, 1998 through December 31, 2000.
2. To all Old Dominion Monthly Reserve Energy for the
period January 1, 1998 through December 31, 2001.
3. To all Monthly Peaking Energy for the period January
1, 1998 through December 31, 1999.
B. For the above periods, Old Dominion Monthly Billing Energy,
Peaking Energy and Old Dominion Monthly Reserve Energy
(on-peak and off-peak kilowatt-hours, respectively) shall be
multiplied by the annual time-differentiated on-peak and
off-peak fuel adjustment factors which shall be equal to :
1. The sum of:
(a) the estimated current-period fuel adjustment
factor, and
(b) the prior-period deferral adjustment factor,
multiplied by
2. 1.04978 to determine the annual on-peak fuel
adjustment factor and 0.94922 to determine the
annual off-peak fuel adjustment factor.
Appendix G
Page 8 of 12
C. The estimated current-period fuel adjustment factor to become
effective with the April billing month of each year shall be
based on the estimated fuel expenses allocable to Old
Dominion's estimated supplemental and peaking energy through
the year 1999 and supplemental energy through the year 2000
for the 12-month period beginning in April of each year, and
shall be calculated by the fuel adjustment factor formula
shown below rounded to the nearest thousandth of a cent.
D. The prior-period deferral adjustment factor to become
effective with the April billing month of each year shall be
based on the difference between the total fuel expenses (using
the criteria outlined in (1) through (3) of Paragraph VI.H.
below) allocable to Old Dominion and the total fuel recoveries
by Old Dominion for the 12 months prior to April of each year,
divided by Old Dominion's estimated supplemental and peaking
energy through the year 1999 and supplemental energy through
the year 2000 for the 12-month period beginning with April of
each year (6 months where a semi-annual change is made
pursuant to Paragraph F. below). The prior-period deferral
adjustment factor will be adjusted for taxes.
E. The intent of the annual fuel adjustment factor is to recover
all fuel expenses allocable to Old Dominion. To the extent
the amount recovered from Old Dominion through the annual fuel
adjustment factor and the fuel component of the base rate
exceeds the cost of fuel allocable to Old Dominion for the
same time period, this over-recovery shall be a credit in the
calculation of the prior-period deferral adjustment factor for
the 12-month period beginning with the next April. To the
extent the amount recovered from Old Dominion through the
annual fuel adjustment factor and the fuel component of the
base rate is less than the cost of fuel allocable to Old
Dominion for the same time period, this under-recovery shall
be a charge in the calculation of the prior-period deferral
adjustment factor for the 12-month period beginning with the
next April.
F. The annual fuel adjustment factor shall be reviewed on a
semi-annual basis to determine if any change is required. The
current and prior period portions of the fuel adjustment
factor will be reviewed individually, and a change to one or
both may be made. The adjustment may be deferred until the
end of the 12-month period, provided the net difference
between the Company's actual and estimated under-recovery at
the end of the 12-month period is no greater than seven and
one-half per centum of actual and estimated fuel expenses or
the net difference between the actual and estimated
over-recovery at the end of the 12-month period is no greater
than five per centum of actual and estimated fuel expenses.
G. Fuel Adjustment Factor Formula:
F = [ E - B] (T)
-
S
Where:
Appendix G
Page 9 of 12
F = Estimated annual fuel adjustment factor in dollars
per kilowatthour.
E = Estimated total system fuel expenses as defined in
Paragraph VI.H. below allocated to Old Dominion. The
energy allocation factor for Old Dominion shall be
the ratio of: (a) Old Dominion supplemental and
peaking energy through the year 1999 and supplemental
energy through the year 2000 for the 12-month period
beginning with April of each year divided by; (b) the
total Company system energy excluding energy
generated from North ▇▇▇▇ Units 1 and 2, for the
12-month period beginning with April of each year.
S = Estimated Old Dominion supplemental and peaking
energy through the year 1999 and supplemental energy
through the year 2000 at the generation level for the
12-month period beginning with April of each year.
B = The current base cost of fuel = $0.01386.
T = Adjustment for state and local taxes measured by
gross receipts determined separately for resale
customers in Virginia: 100% divided by (100% minus
applicable Gross Receipts Tax rate).
H. The estimated system fuel expenses allocable to Old Dominion
for the 12-month period beginning with April of each year
shall be determined as follows:
1. Fossil and nuclear fuel consumed in the Utility's
wholly owned plants, and the Utility's share of
fossil and nuclear fuel consumed in jointly owned or
leased plants excluding nuclear fuel consumed in
North ▇▇▇▇ Units 1 and 2. The cost of fossil fuel
shall include no items other than those listed in
Account 151 of the Commission's Uniform System of
Accounts for Public Utilities and Licensees.
The cost of nuclear fuel shall be that as shown in
Account 518, excluding nuclear fuel consumed in North
▇▇▇▇ Units 1 and 2, except that if Account 518 also
contains any expense for fossil fuel, or another
utility's share of jointly owned nuclear fuel, it
shall be deducted from this account.
Plus
2. The following purchased power costs:
(a) The fuel cost component of any purchased
power transaction.
or
Appendix G
Page 10 of 12
(b) The total energy charges associated with
economic purchases if the energy charges are
less than the Company's total avoided
variable costs during the purchase period.
or
(c) The total expense associated with purchased
power of less than twelve months duration if
the total cost of the purchase is less than
the Company's total avoided variable costs
and if the purpose of the purchase was
solely to displace higher cost generation.
Purchases made to solely displace higher
cost generation exclude reliability
purchases. A purchase shall be deemed for
reliability where the Company's system
reserve criterion is not met. Such criterion
is as follows:
Operating Reserve (consisting of largest
generating unit plus regulating margin plus
load forecast margin)
Minus
75% of Emergency Contract Capacity
Equals
Spinning Reserve Requirement
(d) Energy receipts that do not involve money
payments such as diversity energy and
pay-back of storage energy are not defined
as purchased or interchanged power relative
to the fuel clause.
Minus
3. (a) The cost of fossil and nuclear fuel
recovered through inter-system sales
including the fuel costs related to economy
energy sales and other energy sold on an
economic dispatch basis. (Energy deliveries
that do not involve billing transactions
such as diversity energy and pay-back of
storage energy are not defined as sales
relative to the fuel factor.), and;
(b) The fuel costs recovered through redispatch
charges pursuant to the Open Access
Transmission Tariff.
I. Virginia Power will determine the balance of any
under-recovery or over-recovery of fuel expense allocated to
Old Dominion under this Section VI. for Old Dominion Monthly
Billing Energy as of January 1, 2001. These amounts will be
recovered through twelve equal monthly payments in 2001.
Appendix G
Page 11 of 12
For calendar year 2001, the Annual Fuel Adjustment Factor
applicable to Old Dominion Monthly Reserve Energy shall be
calculated based on the estimated annual system fuel expense
and sales (MWh), less North ▇▇▇▇ fuel expense and sales (MWh).
Following calendar year 2001, Virginia Power shall determine
the annual system average fuel rate based on actual fuel
costs, exclusive of North ▇▇▇▇ fuel expense and sales, for
2001. The difference between the estimated and the actual
annual system fuel rates shall be multiplied by the Old
Dominion Monthly Reserve Energy for 2001 to determine the
over-recovery or under-recovery for fuel expense for Old
Dominion Monthly Reserve Energy for the year 2001. Any
over-recovered fuel expense will be refunded to Old Dominion
within sixty (60) days as a credit to the monthly Charges For
Purchases By Old Dominion. Any under-recovered fuel expense
will be charged to Old Dominion within sixty (60) days as an
addition to the monthly Charges For Purchases By Old Dominion.
Effective January 1, 2002, this Annual Fuel Adjustment Factor
will no longer be applicable to any Old Dominion Monthly
Billing Energy, Peaking Energy or Old Dominion Monthly Reserve
Energy.
VII. Monthly Charges for Purchases by Old Dominion
The Monthly Charges for Purchases by Old Dominion shall be the sum of
Paragraphs I., II.,III.,IV.,V. and VI.
[GRAPH]
Supplemental Hourly Load Duration Curve
*CUSTOMER PLEASE DEFINE GRAPH*
Appendix H
Page 1 of 3
APPENDIX H
DETERMINATION OF PURCHASE AMOUNTS BY OLD DOMINION
I. Old Dominion Monthly Supplemental Demand
(a) Old Dominion Monthly Delivered Demand (combined Old Dominion
hourly demand measured at the Interconnection Points for the
clock hour during which the Combined System Monthly Peak
Demand occurs),
Less (b) Old Dominion Monthly Delivered SEPA Capacity.
The resulting difference multiplied by
(c) the factor of 100 divided by 100 minus multiplied the Combined
System Loss Percentage (to reflect demand at the generation
level),
(Equal to Old Dominion Monthly Demand)
Less (d) Old Dominion Monthly North ▇▇▇▇ Capacity,
Less (e) Old Dominion Monthly Accredited Firm Capacity (other than
capacity specifically accounted for in Sections I. or III.
of this Appendix H),
Less (f) Old Dominion Monthly Accredited Non-firm Capacity (other than
capacity specifically accounted for in Sections I. or III. of
this Appendix H),
Less (g) Peaking Capacity,
Less (h) Excluded Peaking Capacity.
II. Old Dominion Monthly Maximum Diversified Demand
(a) The combined Old Dominion Members monthly maximum coincident
hourly demand measured at the Interconnection Points during
the On-Peak hours.
III. Old Dominion Monthly Billing Demand
(a) Old Dominion Monthly Supplemental Demand
Less (b) Excluded Supplemental Capacity
Appendix H
Page 2 of 3
Plus (c) The kW, if any, by which the most recent 12 month average Old
Dominion Monthly Maximum Diversified Demand exceeds 110% of
the most recent 12-month average Old Dominion Monthly
Delivered Demand with such excess multiplied by the factor of
100 divided by 100 minus the Combined System Loss Percentage.
IV. Old Dominion Monthly Reserve Energy
(a) Old Dominion Monthly North ▇▇▇▇ Energy that would have been
produced for the month were the Old Dominion Monthly North
▇▇▇▇ Capacity fully available all month,
Plus (b) Old Dominion Monthly Accredited Non-firm Energy that would
have been produced for the month were the Old Dominion Monthly
Accredited Non-firm Capacity fully available all month,
Less (c) Old Dominion Monthly Accredited Non-firm Energy that could
have been produced but was not produced for economic dispatch
reasons,
Less (d) Old Dominion Monthly North ▇▇▇▇ Energy,
Less (e) Old Dominion Monthly Accredited Non-Firm Energy,
Less (f) Displacement Reserve Energy.
V. Old Dominion Monthly Supplemental Energy
(a) Old Dominion Monthly Delivered Energy,
Less (b) Old Dominion Monthly Delivered SEPA Energy,
with the resulting difference multiplied by
(c) the factor of 100 divided by 100 minus the Combined
System Transmission Loss Percentage (to reflect
energy at the generation level),
(equal to Old Dominion Monthly Energy)
Less (d) Old Dominion Monthly North ▇▇▇▇ Energy,
Less (e) Old Dominion Monthly Accredited Firm Energy (other
than energy specifically accounted for in Sections
IV., V. or VI. of this Appendix H),
Appendix H
Page 3 of 3
Less (f) Old Dominion Monthly Accredited Non-Firm Energy, less
Clover Economy Sales to Virginia Power (other than
energy specifically accounted for in Sections IV., V.
or VI. of this Appendix H),
Less (g) Old Dominion Monthly Reserve Energy,
Less (h) Displacement Reserve Energy
Less (i) Energy associated with Clover Economy Purchases from
Virginia Power,
Less (j) Peaking Energy,
Less (k) Displacement Peaking Energy,
Less (l) Excluded Peaking Energy.
VI. Old Dominion Monthly Billing Energy
(a) Old Dominion Monthly Supplemental Energy,
Less (b) Excluded Supplemental Energy,
Less (c) Displacement Supplemental Energy.
Appendix I
Page 1 of 1
APPENDIX I
CHARGES FOR RESERVE CAPACITY
Charges for Old Dominion's purchases of demand and energy from Virginia
Power shall be calculated according to the following provisions, subject to
approval of these terms, conditions and charges by FERC:
The Reserve Capacity Charge shall be determined in accordance with
Section 8.05 of this Agreement.
The Reserve Capacity Charge shall be as set forth below:
Old Dominion Reserve Capacity - North ▇▇▇▇ (a) ________kW
Old Dominion Reserve Capacity - Clover (a) ________kW
Reserve Capacity Charge per kW:
For the Calendar Year 1998 - $6.97743/kW-month
For the Calendar Year 1999 - $6.48667/kW-month
For the Calendar Year 2000 - $5.97645/kW-month
For the Calendar Year 2001 - $5.40973/kW-month
For the year 2002 and beyond, the Reserve Capacity Charge
shall be determined pursuant to Section 8.05 (a) of this Agreement based on
designated Virginia Power-owned peaking units.
The above Reserve Capacity Charges are exclusive of ancillary
service charges which shall be paid pursuant to the Transmission Service
Agreement.
[Note(a): Old Dominion Reserve Capacity will be adjusted
annually, effective January 1, to reflect adjustments to the System Reserve
Margin, and from time to time to reflect the current rated capability of the
generator units.]
Appendix J
Page 1 of 7
APPENDIX J
FACILITIES CHARGES
I. APPLICABILITY
This Appendix J covering the supply of Excess Facilities Service is
applicable to Old Dominion in the territory served by Virginia Power.
II. AVAILABILITY
Whenever Old Dominion requests Virginia Power to supply electricity in
a manner which will require facilities in excess of Normal Service Facilities as
defined in Paragraph IV. hereof, and Virginia Power finds it practicable, such
facilities will be provided in accordance with Paragraphs III. and V. hereof.
III. MONTHLY RATE
1. 1.73% of the estimated installed cost of all distribution
equipment and facilities (rated below 69 kV) required in
addition to Normal Service Facilities.
2. 1.44% of the estimated installed cost of all transmission
equipment and facilities (rated 69 kV and above) required in
addition to Normal Service Facilities.
IV. DETERMINATION OF NORMAL SERVICE FACILITIES
Virginia Power's Normal Service Facilities at an Interconnection Point
with Old Dominion shall be those Virginia Power is committed to provide for
service under this Agreement, as it may be amended from time to time, and agreed
to by the Planning and Administration Committee.
V. EXCESS FACILITIES SERVICE
Excess Facilities Service supplied shall be subject to the provisions
of this Agreement except as modified by the following:
1. Virginia Power's facilities will be installed in a place and manner
satisfactory to Virginia Power; and, upon request by Virginia Power, Old
Dominion will furnish the property on which any excess facilities may be
located.
2. Virginia Power may change facilities at its convenience so long as
equivalent service is rendered and the charge to Old Dominion is unaffected. In
Paragraphs 3., 4., and 5. below, a change in facilities shall mean one for which
an increase or decrease in the Monthly Charge for Excess Facilities Service
becomes appropriate.
Appendix J
Page 2 of 7
3. If within ten years from the initial connection of Excess Facilities
Service at any Interconnection Point or from the last change made in Virginia
Power facilities at that point (1) Old Dominion wishes to discontinue Excess
Facilities Service; or (2) Old Dominion ceases to take electric service from
Virginia Power at that point; or (3) Virginia Power determines that, in
accordance with good engineering and operating practice, service to Old Dominion
at such Interconnection Point requires a further change in Virginia Power
facilities or in their classification as Normal or Excess Facilities, other than
a change provided for in Paragraph 4. below, Old Dominion will:
(a) Agree to the new Monthly Excess Facilities Charge; or
(b) Request that the Excess Facilities be removed and, in
such event, Old Dominion will reimburse Virginia
Power for the costs specified in Paragraph 5. below.
4. If the Excess Facilities serving an Interconnection Point are
changed by Virginia Power within five years from the initial connection or from
the last change made in Virginia Power facilities at that Interconnection Point,
not as a direct result of a change in Old Dominion's load or request by Old
Dominion, Old Dominion will:
(a) Agree to such change by Virginia Power before the
change is made, if service is still wanted by Old
Dominion, provided that:
(1) if the change causes an increase in the
Monthly Charge for Excess Facilities, the
increase will be effective only after the
end of said five years, or
(2) if the change causes a decrease in the
Monthly Charge for Excess Facilities, the
decrease will be effective from the date
Virginia Power changes its facilities; or
(b) Request Virginia Power to remove the Excess
Facilities at no cost to Old Dominion at the time
Virginia Power changes its facilities.
5. If facilities are removed or rearranged under Paragraph 3. above,
Old Dominion will reimburse Virginia Power as follows:
(a) When rights-of-way for such service are utilized for
a period of less than 10 years, Old Dominion will pay
Virginia Power the total cost of acquiring all
rights-of-way which are abandoned within twelve
months after any aforesaid event,
plus
(b) The original installed cost (for line facilities,
being the year's average
Appendix J
Page 3 of 7
installed cost on units of property installed
throughout Virginia Power's system in each calendar
year) - plus - the estimated removal cost - less -
salvage on all Virginia Power facilities installed to
provide such service and removed as a result of any
such event,
and if applicable,
(c) The original installed cost (for line facilities,
being the year's average installed cost on units of
property installed throughout Virginia Power's system
in each calendar year) to rearrange and/or relocate
such facilities to serve such Interconnection Point
-plus- the estimated cost to return such facilities
to their condition prior to serving such
Interconnection Point if such facilities are changed
as a result of any such event,
less
(d) A credit of 1/120th of such reimbursement for each
full month Virginia Power facilities at such
Interconnection Point were utilized to serve Old
Dominion, or its predecessor, except that no credit
will apply if such facilities were utilized for a
period less than three years.
6. If at any time all or any part of the Excess Facilities become
Normal Service Facilities, the Monthly Charge for Excess Facilities Service will
cease or will be adjusted to reflect such change.
VI. EXISTING EXCESS FACILITIES SERVICE
The Old Dominion Members have certain existing Excess Facilities
Service for which Old Dominion will pay Virginia Power the Monthly Rate as
provided in Paragraph III. of this Appendix J. These Excess Facilities Services
are listed on Pages 4 through 7 of this Appendix J.
VII. CHANGES IN MONTHLY RATE
Virginia Power shall have the right to unilaterally file with FERC for
a change in rates contained in this Appendix J under Section 205 of the Federal
Power Act and pursuant to the Commission's Rules and Regulations promulgated
thereunder. In addition, nothing contained herein shall limit or modify in any
respect Old Dominion's legal rights to oppose, in whole or in part, Virginia
Power's filing for a change in the rates contained in this Appendix J or to
complain of these rates pursuant to Section 206 of the Federal Power Act.
Appendix J
Page 4 of 7
Type
of Excess
Cooperative and Delivery Point Facilities
------------------------------ ----------
B-A-R-C Electric Cooperative
Bustleburg Delivery Point Data Pulse
▇▇▇▇▇▇▇▇▇ Delivery Point Data Pulse
Cornwall Delivery Point Data Pulse
▇▇▇▇▇▇▇▇ Delivery Point Data Pulse
Fairfield Delivery Point Data Pulse
Fordwick Delivery Point Data Pulse
Goshen Delivery Point Data Pulse
Lexington Delivery Point Data Pulse
Mecklenburg Electric Cooperative
▇▇▇▇▇▇ Junction Delivery Point Data Pulse
Beechwood Delivery Point Data Pulse
Belfield Delivery Point Data Pulse
Black Branch Delivery Point Data Pulse
Boydton Delivery Point Data Pulse
Brink Delivery Point Data Pulse
Clarksville Delivery Point Data Pulse
Climax Delivery Point Data Pulse
Crystal Hill 2 Delivery Point Data Pulse
Emporia Delivery Point Data Pulse
▇▇▇▇▇▇▇ Delivery Point Data Pulse
Gasburg Delivery Point Data Pulse
Gretna Delivery Point Data Pulse
Grit Delivery Point Data Pulse
Hickory Grove Data Pulse
▇▇▇▇▇ Delivery Point Data Pulse
Hurt Delivery Point Data Pulse
▇▇▇▇▇ Store Delivery Point Data Pulse
▇▇▇▇ Delivery Point Data Pulse
Mt. Airy Delivery Point Data Pulse
Northview Delivery Point Data Pulse
Omega Delivery Point Data Pulse
Shockoe Delivery Point Data Pulse
Appendix J
Page 5 of 7
Type
of Excess
Cooperative and Delivery Point Facilities
------------------------------ ----------
Northern Neck Cooperative
▇▇▇▇▇▇ Delivery Point Data Pulse
Oak Grove Delivery Point Data Pulse
Office Hall Delivery Point Data Pulse
Passapatanzy Delivery Point Data Pulse
▇▇▇▇▇▇▇ Data Pulse
Northern Virginia Electric Coop
Arcola Delivery Point Data Pulse
Bethel Delivery Point Data Pulse
Cardinal Totalized Metering
Catharpin Delivery Point Data Pulse
Country Club Delivery Point Data Pulse
Cub Run 2 Delivery Point Data Pulse
▇▇▇▇▇▇ Delivery Point Alternate Circuits
▇▇▇▇▇▇▇ Delivery Point Data Pulse
Hillsboro Delivery Point Data Pulse
Independent Hill Data Pulse
▇▇▇▇▇▇▇ 3 Delivery Point Data Pulse
Lindendale Delivery Point Data Pulse
Middleton Delivery Point Data Pulse
Minnieville Delivery Point Data Pulse
▇▇▇▇▇ Delivery Point Data Pulse
Smoketown Delivery Point Data Pulse
Sowego 2 Delivery Point Data Pulse
Wellington Delivery Point Data Pulse
Prince ▇▇▇▇▇▇ Electric Cooperative
Bakers Pond Delivery Point Data Pulse
Garysville Delivery Point Data Pulse
Prince ▇▇▇▇▇▇ Delivery Point Data Pulse
Wakefield Delivery Point Data Pulse
Waverly Delivery Point Data Pulse
Waverly 2 Delivery Point Data Pulse
Appendix J
Page 6 of 7
Type
of Excess
Cooperative and Delivery Point Facilities
------------------------------ ----------
Rappahannock Electric Coop
Bear Island Delivery Point Data Pulse
▇▇▇▇▇▇ Delivery Point Data Pulse
Clancie Delivery Point Data Pulse
Cuckoo Delivery Point Data Pulse
Culpeper #1 Delivery Point Data Pulse
Decapolis Delivery Point Data Pulse
Greenwood Delivery Point Data Pulse
Goldmine Delivery Point Data Pulse
Kings Dominion Delivery Point Data Pulse
Locust Grove Data Pulse
Millers Tavern Delivery Point Data Pulse
▇▇▇▇▇▇▇▇ Delivery Point Data Pulse
North Doswell Delivery Point Data Pulse
Oak Shade Delivery Point Data Pulse
Orchid Delivery Point Data Pulse
Orleans Delivery Point Data Pulse
▇▇▇▇▇▇ Delivery Point Data Pulse
▇▇▇▇▇▇▇ Delivery Point Data Pulse
Slabtown Delivery Point Data Pulse
▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Data Pulse
Unionville Delivery Point Data Pulse
Warrenton Delivery Point Data Pulse
Wilderness Delivery point Data Pulse
Shenandoah Valley Electric Coop
Barterbrook Delivery Point Data Pulse
Brands Delivery Point Data Pulse
Cold Springs Delivery Point Data Pulse
Columbia Furnace Delivery Point Data Pulse
Crimora Delivery Point Data Pulse
Dayton Delivery Point Data Pulse
▇▇▇▇▇▇▇ Springs Delivery Point Data Pulse
Mt. ▇▇▇▇▇▇▇ Delivery Point Data Pulse
North River Delivery Point Data Pulse
Timberville Delivery Point Data Pulse
Trimbles Mill Delivery Point Data Pulse
Woodstock Delivery Point Data Pulse
Appendix J
Page 7 of 7
Type
of Excess
Cooperative and Delivery Point Facilities
------------------------------ ----------
Southside Electric Cooperative
Altavista Delivery Point Data Pulse
▇▇▇▇▇▇ Delivery Point Data Pulse
Center Star Delivery Point Data Pulse
Cherry Hill Delivery Point Data Pulse
Danieltown Delivery Point Data Pulse
Drakes Branch Delivery Point Data Pulse
Evergreen Delivery Point Data Pulse
Fort ▇▇▇▇▇▇▇ Delivery Point Data Pulse
▇▇▇▇ Delivery Point Data Pulse
▇▇▇▇▇▇ Delivery Point Data Pulse
▇▇▇▇▇▇ Delivery Point Data Pulse
Madisonville Delivery Point Data Pulse
Martins Delivery Point Data Pulse
▇▇▇▇▇ Delivery Point Data Pulse
Nutbush Delivery Point Data Pulse
Pointon Delivery Point Data Pulse
Powhatan 2 Delivery Point Data Pulse
▇▇▇▇▇ 2 Delivery Point Data Pulse
Redhouse Delivery Point Data Pulse
Stoddert Delivery Point Data Pulse
Victoria Delivery Point Data Pulse
Appendix K
Page 1 of 2
APPENDIX K
VIRGINIA ELECTRIC AND POWER COMPANY
MONTHLY STATEMENT TO OLD DOMINION
MONTH OF 19
(1) Total Operation and Maintenance Charges (A)
(2) New Investment including Nuclear Fuel
(3) Supplemental Demand Charges (Appendix G)
(4) Supplemental Energy Charges (Appendix G)
(5) Reserve Energy Charges (Appendix G)
(6) Reserve Capacity Charges (Appendix I)
(7) Transmission Service Charges
(8) Distribution Service Charges
(9) Rappahannock Wheeling Charge Credit
(10) Peaking Capacity Charges (Appendix G)
(11) Peaking Energy Charges (Appendix G)
(12) Cancellation Costs (ending December 1998)
(13) Facilities Charges (Appendix J)
(14) Clover Transmission Facilities Charge - 230 kV
(15) Clover Transmission Facilities Charge - 500 kV
(16) Economy Transactions
(17) Other (Specify)
TOTAL $ _______________
Appendix K
Page 2 of 2
(A) Summary of Total Operation and Maintenance Charges from Appendix L:
ESTIMATE ADJUSTMENT
(Month) (Year) (Month) (Year) TOTAL
-------------- --------------
North ▇▇▇▇ Nuclear Station, Nuclear
Production Operation and
Maintenance Expenses
$ $ $
Other Nuclear Production Operation
and Maintenance Expenses
Administrative and General
Expenses
North ▇▇▇▇ Switchyard
and Operation and Maintenance
Expenses
Interest
Revision ________
TOTAL $
________
Appendix L
Page 1 of 9
APPENDIX L
VIRGINIA POWER
NORTH ▇▇▇▇ NUCLEAR STATION
NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES
MONTH OF 19
(Month) Budget
I. BILLING FORMAT
FERC ODEC's
ACCOUNT (Excludes Nuclear Fuel) Total Share(A)
--------------------------------- ----- --------
Operation
(1) 517 Supervision and Engineering $ $
(2) 519 Coolants and Water
(3) 520 Steam Expenses
(4) 523 Electric Expenses
(5) 524 Miscellaneous Nuclear Power Expenses
(6) 525 Rents
(7) 928 Reg. Comm. - NRC
-------- --------
(8) Total Operation ________ ________
Maintenance
(9) 528 Supervision and Engineering
(10) 529 Structures
(12) 530 Reactor Plant Equip.
(13) 531 Electric Plant
________ ________
(14) Total Maintenance
________ ________
(15) Payroll Base
Payroll Add - On (C) Budget
(16) 926 Pensions
(17) 926 Benefits
(18) 408.1 Taxes
(19) 920 Success Share
(20) 926 OPEB
________ ________
(21) TotalPayroll Add - On ________ ________
(22) Total North ▇▇▇▇ Direct O&M and Payroll Add - On $ $
________ ________
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 2 of 9
VIRGINIA POWER
OTHER NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES
MONTH OF 19
(Month) Budget
Va. Power
FERC Nuclear ODEC's
ACCOUNT (Excludes Nuclear Fuel) Support Share(B)
------------------------------- ------- --------
Operation
(1) 517 Supervision and Engineering $ $
(2) 519 Coolants and Water
(3) 520 Steam Expenses
(4) 523 Electric Expenses
(5) 524 Miscellaneous Nuclear Power Expenses
(6) 525 Rents
(7) 556 System nuclear control and load dispatching
(based on ratio of nuclear capacity to total Va. Power
owned capacity) ________ ________
(8) Total Operation ________ ________
Maintenance
(9) 528 Supervision and Engineering
(10) 529 Structures
(11) 530 Reactor Plant Equipment
(12) 531 Electric Plant
(13) 532 Miscellaneous Nuclear Plant ________ ________
(14) Total Maintenance ________ ________
(15) Payroll Base
Payroll Add - On (C) Budget
(16) 926 Pensions
(17) 926 Benefits
(18) 408.1 Taxes
(19) 920 Success Share
(20) 926 OPEB
-------- --------
(21) Total Payroll Add-On ________ ________
(22) Total Nuclear Production Support and Payroll Add-On $ $
-------- --------
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 3 of 9
VIRGINIA POWER
ADMINISTRATIVE AND GENERAL EXPENSES
MONTH OF 19
Fixed Monthly A&G Fee for administrative
and general services as described in
Section 11.01(a), (b) and (c) $100,000.00
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 4 of 9
VIRGINIA POWER
NORTH ▇▇▇▇ NUCLEAR STATION
NUCLEAR PRODUCTION OPERATION AND MAINTENANCE EXPENSES
MONTH OF 19
ADJUSTMENT - ACTUAL vs. BUDGET
Va. Power Va. Power ODEC's ODEC's
FERC (Month, Yr) (Month, Yr) Share of Share of
ACCOUNT (Excludes Nuclear Fuel) Actual Budget Actual (A) Budget (A) Adjustment
------- ----------------------- ------ ------ ---------- ---------- ----------
Operation
(1) 517 Supervision and Engineering $ $ $ $ $
(2) 519 Coolants and Water
(3) 520 Steam Expenses
(4) 523 Electric Expenses
(5) 524 Misc. Nuclear Power Expenses
(6) 525 Rents
(7) 928 Reg. Comm. - NRC _______ __________ _________ _______ _______
(8) Total Operation _______ __________ _________ _______ _______
Maintenance
(9) 528 Supervision and Engineering
(10) 529 Structures
(11) 530 Reactor Plant Equip.
(12) 531 Electric Plant
(13) 532 Miscellaneous Nuclear Plant _______ __________ _________ _______ _______
(14) Total Maintenance _______ __________ _________ _______ _______
(15) Payroll Base
Payroll Add - On (C) Actual Budget
(16) 926 Pensions
(17) 926 Benefits
(18) 408.1 Taxes
(19) 920 Success Share
(20) 926 OPEB _______ __________ _________ _______ _______
(21) Total Payroll Add-On _______ __________ _________ _______ _______
(22) Total North ▇▇▇▇ Direct O&M
and Payroll Add-On $ $ $ $ $
_______ __________ _________ _______ _______
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 5 of 9
VIRGINIA POWER
OTHER NUCLEAR PRODUCTION OPERATION
AND MAINTENANCE EXPENSES
MONTH OF 19
ADJUSTMENT - ACTUAL vs. BUDGET
Va. Power Va. Power ODEC's ODEC's
FERC (Month, Yr) (Month, Yr) Share of Share of
ACCOUNT (Excludes Nuclear Fuel) Actual Budget Actual (B) Budget (B) Adjustment
------- ----------------------- ------ ------ ---------- ---------- ----------
Operation
(1) 517 Supervision and Eng. $ $ $ $ $
(2) 519 Coolants and Water
(3) 520 Steam Expenses
(4) 523 Electric Expenses
(5) 524 Misc. Nuclear Pwr. Exp.
(6) 525 Rents
(7) 556 System Nuclear Control
and Load Dispatching (Based
on ratio of nuclear capacity to
total Va. Power owned
capacity) _______ __________ _________ _______ _______
(8) Total Operation _______ __________ _________ _______ _______
Maintenance
(9) 528 Supervision and Engineering
(10) 529 Structures
(11) 530 Reactor Plant Equipment
(12) 531 Electric Plant
(13) 532 Misc. Nuclear Plant _______ __________ _________ _______ _______
(14) Total Maintenance _______ __________ _________ _______ _______
(15) Payroll Base
Payroll Add - On (C) Actual Budget
(16) 926 Pensions
(17) 926 Benefits
(18) 408.1 Taxes
(19) 920 Success Share
(20) 926 OPEB_________ _______ __________ _________ _______ _______
(21) Total Payroll Add-On _______ __________ _________ _______ _______
(22) Total Nuclear Production
Support and payroll add-on $ $ $ $ $
_______ __________ _________ _______ _______
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 6 of 9
VIRGINIA POWER
NORTH ▇▇▇▇ SWITCHYARD
OPERATION AND MAINTENANCE EXPENSES
MONTH OF 19
FERC
ACCOUNT (Month, Year) ODEC's
------- Actual Share (D)
-------------- ---------
Operation
(1) 560 Supervision and Engineering
(2) 562 Station Expenses
(3) 563 Overhead Line Expenses
(4) 566 Miscellaneous Trans. Expenses
(5) 567 Rents ______________ ____________
(6) Total Operation ______________ ____________
Maintenance
(7) 568 Supervision and Engineering
(8) 569 Structures
(9) 570 Station Equipment
(10) 571 Overhead lines
(11) 573 Miscellaneous Trans. Plant ______________ ____________
(12) Total Maintenance ______________ ____________
(13) Payroll Base
Payroll Add-On Actual
(14) 926 Pensions
(15) 926 Benefits
(16) 408.1 Taxes
(17) 920 Success Share
(18) 926 OPEB ______________ ____________
(19) Total Payroll Add-On ______________ ____________
(20) Total O&M and Payroll Add-On $ $
______________ ____________
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 7 of 9
VIRGINIA POWER
INTEREST RATE CALCULATION
FOR ▇▇▇▇▇▇▇▇ TO OLD DOMINION
For the period (Month, Day, Year) through (Month, Day, Year) the per annum
interest rate equal to the weighted cost of short-term financing was _______%.
This was based on the prime rate at Chase Manhattan Bank. The rate was
calculated as follows:
Time Period Days Interest Rate Factor
----------- ---- ------------- ------
---- ---------- ------
Total ____ __________ ______
Interest Rate (Factor)/Days = _____%
NORTH ▇▇▇▇ True-Up Amount x Interest Rate x Proration = Interest Amount
-------------- ------------- --------- ---------------
Operation and Maintenance
New Investment
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 8 of 9
VIRGINIA POWER
ADMINISTRATIVE AND GENERAL EXPENSES
MONTH OF 19
ACTUAL
II. A&G INFORMATION FORMAT
FERC
ACCOUNT
-------
Virginia
Operation Power
--------- --------
(1) 920 Administrative and General Salaries $
(2) 921 Office Supplies and Expense
(3) 922 Administrative Expense and Transferred Credit
(4) 923 Outside Services
(5) 924 Property Insurance
(6) 925 Injuries and Damages
(7) 927 Franchise Requirement
(8) 928 Regulatory Commission Expenses
(9) 929 Duplicate Charges - Credit
(10) 930.1 Misc. - Gen. Advertising Expenses
930.2 Misc. General Expense
(11) 931 Rents _______
(12) Total Operation _______
Maintenance
(13) 935 Maintenance of Gen. Plant _______
(14) Payroll Base _______
Payroll Add-On (C) Actual
(15) 926 Pensions
(16) 926 Benefits
(17) 408.1 Taxes
(18) 920 Success Share
(19) 926 OPEB
-------
(20) Total Payroll Add - On _______
(21) Total A&G and Payroll Add-On $
_______
See Footnotes of Appendix L, Page 9 of 9
Appendix L
Page 9 of 9
FOOTNOTES
(A) Costs of the North ▇▇▇▇ Power Station will be allocated to Old Dominion
based on its ownership percentage. Costs will be determined in
accordance with Section 11.01 of the I&O Agreement.
(B) Costs of the nuclear support function will be allocated to Old Dominion
based on the ratio of Old Dominion's entitlement to nuclear capacity,
to total nuclear capacity in commercial operation.
(C) Old Dominion will pay its pro rata share of employee pensions and
benefits which are charged to administrative and general expenses,
based on the ratio of pension and benefit cost to total payroll. The
aforementioned ratio will be applied to salaries and wages included in
the various operation and maintenance expense accounts. Also, Old
Dominion will pay its pro rata share of payroll taxes based on the
ratio of payroll taxes to total payroll.
(D) Costs of the North ▇▇▇▇ switchyard will be allocated to Old Dominion
based on Old Dominion's sixty percent (60%) ownership allocation of
certain switchyard facilities times Old Dominion's ownership
percentage.
Appendix M
Page 1 of 3
APPENDIX M
PEAKING CAPACITY AND ENERGY
I. Peaking Capacity
Peaking Capacity shall be calculated in accordance with Section
8.03(a) and (e) and the following
PC(y) = MODMDD(y-1) x 0.04 + PC(y-1)
Where y is equal to the year's index,
PC(y) = Peaking Capacity in year y
PC(y-1) = Peaking Capacity in year prior to year y
MODMDD (y-1) = Maximum Old Dominion Monthly Delivered Demand in
year prior to year y
This equation begins with year (y) = 1996
II. Peaking Energy
Peaking Energy will be determined based upon a forecast of Old
Dominion projected hourly delivered loads excluding SEPA and adjusted for
losses. These loads will be sorted in descending order and shall be referred to
as the Old Dominion "Load Duration Curve." The Peaking Energy shall be
calculated based upon the following equation:
hp
PCe = (SIGMA) ODMD - P + P\c\
h = 0
Where,
PC\e\ = Peaking Energy
ODMD = Old Dominion Monthly Demand for each hour
P = The maximum 60 minute Old Dominion Monthly Demand for the
year
PC = Peaking Capacity for the year
Appendix M
Page 2 of 3
h = The hourly index
hT = The total number of hours during the year.
hp = That hour where ODMD equals the maximum 60 minute Old Dominion
Monthly Demand for the year less the Peaking Capacity for the
year.
An illustration of the peaking energy for a sample year follows.
Appendix O
Page 3 of 3
OLD DOMINION LOAD DURATION CURVE
ANNUAL BASIS
[GRAPH APPEARS HERE - PLOT POINTS NEEDED]
Specifications for Service for
Network Integration Transmission Service
to Old Dominion Electric Cooperative
The Specifications for the provision of Network Integration
Transmission Service by Virginia Electric and Power Company to Old Dominion
Electric Cooperative are as follows:
VIRGINIA POWER UNITS:
Dependable Capacity Dependable Capacity
Generation Resource Resource Location Summer ▇▇ ▇▇▇▇▇▇ MW
------------------- ----------------- -------- ---------
Nuclear:
North ▇▇▇▇ 1 Mineral VA 893 893
North ▇▇▇▇ 2 Mineral VA 897 897
Surry 1 Surry VA 801 801
Surry 2 Surry VA 801 801
Coal:
Bremo 3 Bremo Bluff VA 71 74
Bremo 4 Bremo Bluff VA 156 160
Chesapeake 1 Chesapeake VA 111 111
Chesapeake 2 Chesapeake VA 111 111
Chesapeake 3 Chesapeake VA 156 162
Chesapeake 4 Chesapeake VA 217 221
Chesterfield 3 Chester VA 100 ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ 166 ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇ 326 333
Chesterfield 6 Chester VA 658 671
Clover 1 Clover VA 441 441
Clover 2 Clover VA 441 441
Mt. Storm 1 Mt. Storm WV 533 545
-2-
Dependable Capacity Dependable Capacity
Generation Resource Resource Location Summer ▇▇ ▇▇▇▇▇▇ MW
------------------- ----------------- ---------- ---------
Mt. Storm 2 Mt. Storm WV 533 545
Mt. Storm 3 Mt. Storm WV 521 536
Possum Pt. 3 Dumfries VA 101 105
Possum Pt. 4 Dumfries VA 221 221
Yorktown 1 Yorktown VA 159 163
Yorktown 2 Yorktown VA 167 172
North Branch (R/S) Bayard WV 74 77
Heavy Oil:
Possum Pt. 1 Dumfries VA 74 74
Possum Pt. 2 Dumfries VA 69 71
Possum Pt. 5 Dumfries VA 786 801
Yorktown 3 Yorktown VA 818 820
Hydro:
Conventional 324 ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ 1,260 1,260
Combustion Turbine:
Bellemeade (R/S) 230 250
Chesterfield 7 Chester VA 197 232
Chesterfield 8 Chester VA 200 235
-3-
NON-UTILITY GENERATORS:
Dependable Capacity Dependable Capacity Contract
Generation Resource Resource Location Summer kW Winter kW Expiration
------------------- ----------------- --------- --------- ----------
Stone Container Hopewell VA 38,362 38,362 10/25/2004
Westvaco Convington VA 55,000 55,000 06/17/2001
Merck & Company Elkton VA 1,901 1,901 06/13/2003
Chapman Dam Woodstock VA 72 72 10/16/2004
Coiners Mill Dooms VA 10 10 12/29/2013
Chesapeake West Point VA 35,000 35,000 11/09/2000
Norfolk Naval Shipyard Portsmouth VA 0 0 04/26/2003
Emporia Hydro Emporia VA 1,100 1,100 03/20/2006
Park 500 Hopewell VA 10,000 10,000 12/30/2003
Columbia Mills Buena Vista VA 259 259 02/06/2015
Alexandria MSW Alexandria VA 19,500 01/28/2023
Cogentrix - Hopewell Hopewell VA 88,500 88,500 01/09/2008
Scott Energy Amelia VA 2,500 2,500 12/28/2015
Cogentrix - Portsmouth Portsmouth VA 11,500 115,000 06/08/2008
Union Camp Franklin VA 14,000 14,000 08/26/2006
Banister Halifax VA 100 100 09/27/2008
Harvell Petersburg VA 100 100 06/29/2012
Lakeview Hydro Colonial Heights VA 100 100 12/21/2008
Richmond Power Enterprises Richmond VA 230,256 250,000 03/12/2016
Hopewell Cogen, LP Hopewell VA 335,200 398,690 07/30/2015
Doswell #1 Doswell VA 302,500 363,000 05/09/2017
Doswell #2 Doswell VA 302,500 363,000 05/02/2017
Ogden-Martin Fairfax Fairfax VA 57,000 57,000 05/24/2015
Rivanna Water & Sewer Charlottesville VA 100 100 04/28/1998
Battersea Dam Ettrick VA 100 100 12/31/2015
Weyerhaeuser Plymouth NC 0 0 07/26/1997
Fries Hydro Fries VA 2,400 2,400 05/19/1999
LG&E-Westmoreland Altavista Altavista VA 62,700 62,700 02/21/2017
LG&E-Westmoreland Hopewell Hopewell VA 62,700 62,700 06/30/2017
-4-
Dependable Capacity Dependable Capacity Contract
Generation Resource Resource Location Summer kW Winter kW Expiration
------------------- ----------------- --------- --------- ----------
LG&E-Westmoreland Southhampton Southampton VA 62,700 62,700 03/06/2017
Brasfield Dam Petersburg VA 2,500 2,500 10/11/2013
Schoolfield Dam Danville VA 3,000 3,000 11/30/2015
Roanoke Valley Project Halifax Co. NC 165,000 167,200 05/28/2019
Cogentrix - Rocky Mount Rocky Mount NC 115,500 115,500 10/14/2015
Cogentrix of Richmond - Unit 1 Richmond VA 115,500 115,500 07/31/2017
Cogentrix of Richmond - Unit 2 Richmond VA 93,500 93,024 07/31/2017
Commonwealth Atlantic LP Chesapeake VA 312,004 375,001 06/04/2017
Gordonsville Energy L.P. I Louisa Co. VA 108,702 143,902 05/31/2024
Gordonsville Energy L.P. II Louisa Co. VA 108,702 143,902 05/31/2024
Mecklenburg Clarksville VA 132,000 132,000 11/05/2017
Multitrade of Pittsylvania Co., LP Pittsylvania Co. VA 75,312 79,500 06/14/2019
Panda-Rosemary Roanoke Rapids NC 165,000 198,000 12/26/2015
Boydton Plank Road Dinwiddie Co. VA 3,000 3,000 12/29/2017
Wythe Park Power #2 Petersburg VA 3,000 3,000 12/31/2004
Wythe Park Power #3 Richmond VA 3,000 3,000 07/28/2006
Core-Chesterfield Chesterfield Co. VA 3,000 3,000 06/12/1997
Dale Chesterfield Co. VA 3,000 3,000 03/28/1998
I-95 Landfill Lorton VA 3,000 3,000 12/31/2011
Roanoke Valley II Halifax Co. NC 44,000 45,100 05/31/2020
SEI Birchwood King George Co. VA 217,800 222,200 11/14/2021
WE GEN Inc. Halifax Co. VA 2,900 2,900 06/28/2022
Baker Cogeneration Richmond VA 3,000 3,000 02/08/2022
Suffolk Landfill #1 Suffolk VA 3,000 3,000 11/03/2014
Handcraft Richmond VA 3,000 3,000 02/23/2022
Wiccacon Hertford Co. NC 5,000 5,000 12/30/2009
I-95 Phase II Lorton VA 3,000 3,000 02/09/2013
Johnston Willis Chesterfield Co. VA 3,000 3,000 03/15/2022
William Byrd Henrico Co. VA 3,000 3,000 12/01/2022
Carver Heights Chesterfield Co. VA 1,500 1,500 12/30/2008
-5-
Dependable Capacity Dependable Capacity Contract
Generation Resource Resource Location Summer kW Winter kW Expiration
------------------- -------------------- --------- --------- ----------
Richmond Electric Generation Henrico Co. VA 2,900 2,900 08/26/2013
Kirk Lumber Suffolk VA 0 0 08/05/1997
Lanier Road Goochland Co. VA 3,000 3,000 12/30/2022
Lewiston NUG Lewiston NC 5,000 5,000 12/30/2013
Woodville NUG Woodville NC 5,000 5,000 12/30/2013
Robersonville NUG Robersonville NC 5,000 5,000 12/30/2013
-6-
PURCHASES:
Dependable Capacity Dependable Capacity Contract
Generation Resource Resources Location Summer KW Winter KW Expiration
------------------- --------------------- --------- --------- ----------
AEP/Rockport Spencer County IN 455 455 12/31/1999
AEP System Capacity 45 45 12/31/1999
Hoosier/Merom Bloomington ID 400 400 12/31/1999
-7-
POINTS OF DELIVERY
B-A-R-C EC
Name/Description Delivered Voltage (kV) 1996 Summer NCP (kW) 1996-97 Winter NCP (kW)
---------------- ---------------------- -------------------- -----------------------
BUSTLEBURG 115.0 3,007 4,956
CALLAGHAN 46.0 9,075 15,251
GOSHEN 46.0 8,963 12,522
LEXINGTON 12.5 1,363 1,733
CORNWALL 46.0 2,376 3,069
FORDWICK 23.0 1,932 2,572
FAIRFIELD 23.0 1,195 1,890
EFFINGER 115.0 N/A 3,370
COMMUNITY EC
BLACK CREEK 13.2 1,847 2,335
COURTLAND 13.2 2,397 3,027
HANDSOM 115.0 1,978 3,043
HOLLAND 115.0 5,023 6,661
LUMMIS 12.5 2,413 2,954
PAGAN 13.2 6,143 8,058
SADLERS 12.5 2,417 2,789
WINDSOR 115.0 6,528 7,469
HARRELLS 13.2 1,387 1,459
NOTTOWAY 34.5 2,835 2,520
MECKLENBURG EC
BEECHWOOD 115.0 9,206 11,309
BLACK BRANCH 69.0 4,113 3,993
BRINKS 115.0 2,063 4,673
CLARKSVILLE 115.0 3,701 3,763
-8-
Name/Description Delivered Voltage (kV) 1996 Summer NCP (kW) 1996-97 Winter NCP (kW)
---------------- ---------------------- --------------------- ------------------------
MECKLENBURG EC
(continued)
CLIMAX 69.0 4,770 4,907
EMPORIA 115.0 2,000 1,823
FREEMAN 115.0 4,934 4,522
GASBURG 69.0 7,272 7,930
GRETNA 69.0 5,566 5,897
GRIT 115.0 2,927 2,818
HICKORY GROVE 115.0 4,267 5,054
JONES STONE 69.0 3,358 3,422
MT. AIRY 69.0 2,789 2,837
NORTHVIEW 115.0 2,265 2,126
OMEGA 115.0 6,077 6,374
BOYDTON 115.0 3,461 3,307
BARNES JUNCTION 115.0 3,547 3,792
SHOCKOE 69.0 3,811 3,250
KERR 115.0 1,656 1,310
MECKGEN 115.0 3,456 3,514
MECKGEN 2 115.0 922 634
CRYSTAL HILL 2 115.0 7,910 8,842
BELFIELD 115.0 7,868 8,876
HURT #1 115.0 N/A N/A
HURT #2 115.0 N/A N/A
HUBER 115.0 7,248 7,344
NORTHERN NECK EC
CROSS HILL 12.5 883 1,275
FOLLY 34.5 3,283 4,802
GARNER 115.0 12,877 16,590
OAK GROVE 34.5 8,669 8,316
-9-
Name/Description Delivered Voltage (kV) 1996 Summer NCP (kW) 1996-97 Winter NCP (kW)
---------------- ---------------------- ----------- -------- ------------------------
NORTHERN NECK EC
(continued)
OFFICE HALL 13.2 3,038 4,500
PASSAPATANZY 13.2 3,314 4,289
SANDERS 230.0 10,234 14,966
NORTHERN VIRGINIA EC
INDEPENDENT HILL 115.0 15,391 22,281
ARCOLA 115.0 4,162 4,824
BETHEL 115.0 13,571 9,222
CATHARPIN 115.0 5,126 5,789
COUNTRY CLUB 115.0 16,358 22,886
HARRISION 115.0 78,480 109,440
HERNDON 34.5 4,200 3,850
HILLSBORO 34.5 5,683 8,379
LINDENDALE 115.0 22,598 22,560
MIDDLETON 13.2 1,646 2,649
MINNIEVILLE 115.0 7,963 8,400
MOORE 34.5 8,749 15,210
MT. WEATHER 34.5 2,948 3,133
SMOKETOWN 115.0 25,998 18,619
WELLINGTON 115.0 8,010 9,048
GODWIN 115.0 950 317
SOWEGO 2 115.0 14,962 25,848
CARDINAL 115.0 17,271 23,613
CUB RUN 2 230.0 33,670 31,416
INDEPENDENT HILL 2 115.0 4,946 7,482
CEDAR GROVE 115.0 9,573 13,630
GAINESVILLE 2 115.0 79,315 80,179
JOHNSON 3 230.0 17,069 12,835
-10-
Name/Description Delivered Voltage (kV) 1996 Summer NCP (kW) 1996-97 Winter NCP (kW)
---------------- ----------------------- --------------------- -----------------------
NORTHERN VIRGINIA EC
(continued)
JOHNSON 4 230.0 16,710 14,090
CLARKS GAP 34.5 3,276 5,733
GODWIN #2 (REC) 115.0 2,920 2,746
PRINCE GEORGE EC
BEECHLAND 34.5 2,779 3,934
PRINCE GEORGE 13.2 5,388 7,209
SPRING GROVE 13.2 2,147 2,143
WAKEFIELD 13.2 1,933 2,601
WILKERSONS CORNER 13.2 594 824
BACONS CASTLE 13.2 932 1,432
BOOKER 13.2 511 582
ROWANTA 13.2 1,231 1,382
GARYSVILLE 13.2 3,980 4,389
BAKERS POND 115.0 13,430 17,645
WAVERLY #2 115.0 3,648 3,871
RAPPAHANNOCK EC
BEAR ISLAND FIRM 230.0 98,112 100,170
BRANDY 115.0 2,952 3,250
CUCKOO 13.2 4,315 5,626
CULPEPER NO.1 13.2 13,209 14,285
CULPEPER NO.2 12.5 2,324 4,599
DECAPOLIS 34.5 4,975 6,070
GOLDMINE 13.2 5,698 8,813
GREENWOOD 115.0 49,040 81,216
KINGS DOMIINION 115.0 24,192 27,360
-11-
Name/Description
----------------
Delivered Voltage (kV) 1996 Summer NCP (kW) 1996-97 Winter NCP (kW)
----------------------- --------------------- ----------------------
RAPPAHANNOCK EC
(continued)
LOCUST GROVE 115.0 18,266 26,777
MILLERS TAVERN 34.5 2,593 3,388
NORTH DOSWELL 115.0 8,554 8,026
OAK SHADE 34.5 4,774 7,099
ORANGE 12.5 1,690 1,970
ORCHID 13.2 3,655 5,999
ORLEANS 34.5 4,200 6,174
PAYTES 34.5 14,386 15,042
SLABTOWN 115.0 11,846 12,653
ST. JOHNS CHURCH #1 115.0 37,557 49,099
UNIONVILLE 13.2 2,998 3,568
WARRENTON 34.5 4,356 5,353
WHITE SHOP 13.2 1,150 1,813
WILDERNESS 12.5 11,128 23,597
WOODPECKER 115.0 2,323 2,338
NORTH ANNA 115.0 N/A N/A
FOUR RIVERS 230.0 2,400 3,200
FOUR RIVERS 2 230.0 3,000 2,400
ELK RUN 115.0 934 947
CLANCIE 34.5 746 1,044
PROFFIT 230.0 20,880 31,104
MITCHELL 115.0 3,128 3,115
-12-
Name/Description Delivered Voltage (kV) 1996 Summer NCP (kW) 1996-97 Winter NCP (kW)
---------------- ----------------------- --------------------- ----------------------
SHENANDOAH VALLEY EC
BRANDS 115.0 9,274 12,624
COLD SPRING 23.0 2,525 2,671
CRIMORA 23.0 4,748 7,304
DAYTON 115.0 16,534 18,134
GARDNER SPRINGS 23.0 3,586 4,545
MT. JACKSON 34.5 5,385 6,439
NORTH RIVER 115.0 8,996 7,181
TIMBERVILLE 115.0 23,846 25,229
TRIMBLES MILL 115.0 6,086 8,534
COLUMBIA FURNACE 23.0 2,442 3,198
WOODSTOCK 34.5 3,291 4,392
ELKTON (COORS) 115.0 6,350 6,451
STUARTS DRAFTS 115.0 14,112 17,251
BARTERBROOK 115.0 5,731 5,347
SOUTHSIDE EC
ALTAVISTA 12.5 3,422 3,614
AMELIA 34.5 7,373 10,454
FORT PICKETT 115.0 11,701 11,050
CENTER STAR 34.5 5,361 8,030
CHERRY HILL 34.5 2,541 3,049
DANIELTOWN 69.0 4,992 6,106
DRAKES BRANCH 12.5 3,186 3,701
EVERGREEN 34.5 2,345 2,880
GARY 115.0 3,168 3,395
GLADYS 69.0 4,399 5,386
HOOPER 115.0 3,845 4,651
MADISONVILLE 34.5 3,763 4,973
-13-
Name/Description Delivered Voltage (kV) 1996 Summer NCP (kW) 1996-97 Winter NCP (kW)
---------------- ----------------------- --------------------- ----------------------
SOUTHSIDE EC
(continued)
MARTINS 115.0 2,634 2,666
MORAN 115.0 6,398 8,371
NUTBUSH 115.0 5,389 4,786
POINTON 34.5 2,667 2,995
REDHOUSE-NEW 115.0 9,024 11,688
STODDERT 34.5 2,506 3,043
REAMS 2 115.0 14,933 20,966
VICTORIA 115.0 2,112 5,386
POWHATAN #2 34.5 10,146 17,444
Service Agreement For
Network Integration Transmission Service
To Old Dominion Electric Cooperative
THIS AGREEMENT is made as of this 29th day of July, 1997, by and between
Virginia Electric and Power Company (hereinafter called "Transmission
Provider"), and Old Dominion Electric Cooperative (hereinafter called
"Transmission Customer").
In consideration of the mutual covenants and agreements herein
contained, the Parties hereto agree as follows:
1. Transmission Provider agrees to furnish, and Transmission Customer
agrees to take and pay for, Network Integration Transmission Service
pursuant to Transmission Provider's FERC Transmission Tariff Volume No.
5, as modified from time to time. The terms and conditions of the Tariff
are incorporated herein and made a part hereof. Nothing contained herein
shall be construed as affecting in any way Transmission Provider's right
to unilaterally make application to the Federal Energy Regulatory
Commission, or other regulatory agency having jurisdiction, for any
change in the Tariff or this Service Agreement under Section 205 of the
Federal Power Act, or other applicable statute, and any rules and
regulations promulgated thereunder; or Transmission Customer's rights
under the Federal Power Act and rules and regulations promulgated
thereunder.
-2-
2. The specifications of service shall be agreed to from time to time by
Transmission Provider and Transmission Customer. Changes in the
specifications do not require amendment of the Service Agreement that
is filed with the FERC unless the changes in specifications result in
changes in the charges to Transmission Customer for Network Integration
Transmission Service or related Ancillary Services.
3. The charge for Network Integration Transmission Service over
Transmission Provider's Transmission System to Transmission Customer
shall be the rate set out in Schedule 9 of the Tariff, applied to the
difference between Transmission Customer's Network Load and any SEPA
capacity for which the Transmission Provider receives payment for
transmission service pursuant to another contract. In addition,
Transmission Customer shall pay a proportional share of Redispatch Costs
based on the ratio of its Network Load to the sum of all Network Loads
and Transmission Provider's Native Load. In the event that Transmission
Customer requests service from Network Resources or to delivery points
that are not listed in the specifications for service commencing January
1, 1998, and Transmission Provider must construct additional
transmission facilities or redispatch generation in order to provide
such service, Transmission Provider may seek to amend this Service
Agreement to provide for Transmission Customer to pay for such
transmission service on an incremental basis pursuant to the policies of
the Commission. Any fuel costs that Transmission Customer pays as a
result of
-3-
redispatch charges pursuant to this section that would otherwise be
included in fuel adjustment clause charges under the Interconnection and
Operating Agreement Between Virginia Electric and Power Company and Old
Dominion Electric Cooperative ("the I&O Agreement") will be excluded
from Transmission Customer's fuel adjustment clause charges under that
Agreement.
4. The charge for Distribution Service to Transmission Customer's
Distribution-level points of delivery is $.8193/kW month, multiplied by
Transmission Customer's maximum hourly demand coincident at all delivery
points served at distribution voltages, less capacity supplied to such
delivery points by SEPA, at production level. The charge for
Distribution Service includes the cost of delivery point meters provided
by Transmission Provider for service to Transmission Customer. The loss
factor for such Distribution Service is 0.6924%.
5. Transmission Customer's arrangements for Ancillary Services are
as follows:
Scheduling, System Control and Dispatch Service: For the period
January 1, 1998 through December 31, 2001, the rate shall be $.01133/kW
month, applied to the difference between Transmission Customer's Network
Load and any SEPA capacity for which Transmission Provider receives
payment for this service pursuant to another contract. Beginning January
1, 2002, Schedule 1 of the Tariff, as modified from time to time, shall
apply.
Reactive Supply and Voltage Control from Generation Sources
Service: For the period January 1, 1998 through December 31, 2001, the
rate shall be
-4-
$.11000/kW month, applied to the difference between Transmission
Customer's Network Load and any SEPA capacity for which Transmission
Provider receives payment for this service pursuant to another contract,
less Transmission Customer's ownership entitlement in the North Anna and
Clover generating stations, for which Transmission Customer
self-supplies this service. Beginning January 1, 2002, Schedule 2 of the
Tariff, as modified from time to time, shall apply.
Regulation and Frequency Response Service: For the period January 1,
1998 through December 31, 2001, Transmission Customer shall purchase
this service from Transmission Provider at a rate of $6.72/kW month
applied to .71% of the difference between Transmission Customer's
Network Load and any SEPA capacity for which Transmission Provider
receives payment for this service pursuant to another contract.
Beginning January 1, 2002, Schedule 3 of the Tariff, as modified from
time to time, shall apply.
Energy Imbalance Service: For the period in which the dispatch of
all of Transmission Customer's Network Resources is controlled by
Transmission Provider, there is no charge for energy imbalance
service because those Network Resources are automatically
dispatched to meet Transmission Customer's entire Network Load.
Schedule 4, as modified from time to time, shall apply to any
Network Load served by Excluded Supplemental Capacity or Excluded
Peaking Capacity under the I&O Agreement.
-5-
Operating Reserve -- Spinning Reserve Service: For the period
January 1, 1998 through December 31, 2001, Transmission Customer shall
purchase this service from Transmission Provider at a rate of
$8.59000/kW month, applied to 1.26% of difference between Transmission
Customer's Network Load and any SEPA capacity for which Transmission
Provider receives payment for this service pursuant to another contract.
Beginning January 1, 2002, Schedule 5 of the Tariff, as modified from
time to time, shall apply.
Operating Reserve -- Supplemental Reserve Service: For the period
January 1, 1998 through December 31, 2001, Transmission Customer shall
purchase this service from Transmission Provider at a rate of
$5.55000/kW month, applied to 1.26% of the difference between
Transmission Customer's Network Load and any SEPA capacity for which
Transmission Provider receives payment for this service pursuant to
another contract. Beginning January 1, 2002, Schedule 6 of the Tariff,
as modified from time to time, shall apply.
6. Transmission Customer shall maintain a minimum power factor of 97.3%
(lagging) at transmission-level delivery points and 99.0% (lagging) at
distribution level delivery points. Power factors shall be determined
based on the sums of the kW and rkva, respectively, for all of
Transmission Customer's transmission level or distribution level
delivery points within each of Transmission Provider's districts. If
Transmission Customer fails to maintain these power factors Transmission
Provider shall charge Transmission Customer for its historical
-6-
reactive requirements at embedded cost rates and for its reactive
requirements in excess of historical levels on an incremental basis.
7. Transmission Customer may not assign the Service Agreement to any other
entity; provided that Transmission Customer may assign or transfer its
rights under this Agreement to the U.S. Government or any agency
thereof, the National Rural Utilities Cooperative Finance Corporation,
or any other financing institution solely as security for loans or
advances without the prior written consent of Transmission Provider.
8. This Service Agreement is subject to any present and future state and
federal laws, regulations, orders or other duly promulgated
requirements.
9. This Service Agreement shall become effective on January 1, 1998 and
shall have an initial term of four years. After the initial term, this
Service Agreement shall continue in effect until terminated by
Transmission Provider or Transmission Customer; provided that the
terminating Party must provide not less than one year's written notice
of termination.
-7-
IN WITNESS HEREOF, the Parties have caused this Service Agreement to be
executed by their respective authorized officials.
VIRGINIA ELECTRIC AND POWER COMPANY
By: /s/J.T. Rhodes
--------------
Name: Dr. James T. Rhodes
Title: President and Chief Executive Officer
Date: July 29, 1997
OLD DOMINION ELECTRIC COOPERATIVE
By: /s/R.W. Watkins
---------------
Name: R. W. Watkins
Title: President and Chief Executive Officer
Date: July 29, 1997
Network Operating Agreement
Between
Virginia Electric and Power Company
and
Old Dominion Electric Cooperative
Preamble
Virginia Electric and Power Company ("Transmission Provider") and Old
Dominion Electric Cooperative ("Transmission Customer") agree that the
provisions of this Network Operating Agreement ("Network Operating Agreement")
and the Service Agreement govern Transmission Provider's provision of Network
Integration Transmission Service to Transmission Customer in accordance with
Part III of the Open Access Transmission Tariff ("Tariff"), as it may be amended
from time to time. Unless specified herein, capitalized terms shall refer to
terms defined in the Tariff. 1. Control Area Requirements
1. Control Area Requirements
Transmission Provider shall be the Control Area Operator for the Network
Loads of Transmission Customer.
Transmission Provider and Transmission Customer shall plan, construct,
operate, and maintain their facilities and systems in accordance with Good
Utility Practice, which shall include, but not be limited to, all applicable
guidelines of NERC and SERC, as they may be modified from time to time, and any
generally accepted practices in the region that are consistently adhered to by
Transmission Provider.
-2-
2. Redispatch Procedures
(a) If Transmission Provider determines that redispatching resources
(including reductions in off-system purchases and sales) to
relieve an existing or potential transmission constraint is the
most effective way to ensure the reliable operation of the
Transmission System, Transmission Provider will redispatch
Transmission Provider's and Transmission Customer's resources on
a least-cost basis, without regard to the ownership of such
resources. Transmission Provider will apprise Transmission
Customer of its redispatch practices and procedures, as they may
be modified from time to time.
(b) Transmission Customer shall submit to Transmission Provider
verifiable cost data for any Network Resources that Transmission
Provider does not dispatch, which estimate the cost to
Transmission Customer of changing the generation output of each
of its Network Resources. This cost data will be used, along with
similar data for Transmission Provider's resources, as the basis
for least-cost redispatch. Transmission Provider's bulk power
operations personnel will keep this data confidential, and will
not disclose it to Transmission Provider's marketing personnel.
If Transmission Customer experiences changes to the costs for
such Network Resources, Transmission Customer will submit those
changes to Transmission Provider's system operation center.
Transmission Provider will implement least-cost redispatch
consistent with its current practices and procedures for its own
-3-
resources and its contract obligations with respect to any
purchased resources. Transmission Customer shall respond within
ten (l0) minutes to requests from Transmission Provider's
system operation center for redispatch of such Network
Resources that Transmission Provider does not dispatch.
(c) In addition to the rights that Transmission Customer may have
pursuant to other contracts with Transmission Provider,
Transmission Customer may audit, at its own expense, redispatch
events (such as the cause or necessity of the redispatch)
during normal business hours following reasonable notice to
Transmission Provider. Either Transmission Customer or
Transmission Provider may request an audit of the other Party's
cost data. Any audit of cost data shall be performed by an
independent agent at the requesting Party's cost. Such
independent agent shall be required to keep all cost data
confidential and not disclose such information to Transmission
Customer's marketing personnel or Transmission Provider's
marketing personnel.
(d) Once redispatch has been implemented, Transmission Provider
shall book in a separate account the redispatch costs incurred
by Transmission Provider and Transmission Customer based on the
submitted cost data.
3. Metering
(a) Unless otherwise agreed, Transmission Provider shall be
responsible for the purchase, installation, operation,
maintenance, repair and replacement of all
-4-
metering equipment necessary to enable Transmission Provider to
provide Network Integration Transmission Service. Transmission
Customer shall reimburse Transmission Provider for the cost of
such meters through monthly charges as provided in the Service
Agreement. If Transmission Customer obtains energy from any
generator that is not owned or controlled by Transmission
Provider, Transmission Customer must either provide a non-
dynamic schedule between Control Areas or ensure that there is
sufficient metering to measure the amount of energy provided to
Transmission Provider's Control Area by that generator. All
metering equipment shall conform to Good Utility Practice and
the standards and practices of Transmission Provider's Control
Area. If Transmission Customer is responsible for metering,
then, prior to its installation, Transmission Provider shall
approve the type of metering equipment to ensure conformance
with such standards or practices, and such approval shall not be
unreasonably withheld.
(b) Electric capacity and energy received by Transmission Provider
from Transmission Customer shall be measured by meters installed
at Transmission Customer's Network Resources if such Network
Resources are electronically located within Transmission
Provider's Control Area. When measurement is made at any
location other than a Point of Receipt, suitable adjustment for
losses between the point of measurement and the
-5-
Point of Receipt shall be agreed upon in writing between the
parties hereto and will be applied to all measurements so made.
Metered receipts used in billing and accounting hereunder shall
in all cases include adjustments for such losses.
(c) Electric capacity and energy delivered to Transmission
Customer's Network Load by Transmission Provider shall be
measured by meters installed at the Point(s) of Delivery to such
Network Loads. When measurement is made at any location other
than Point(s) of Delivery, suitable adjustment for losses
between the point of measurement and the Point(s) of Delivery
will be agreed upon in writing between the parties hereto and
will be applied to all measurements so made. Metering equipment
shall normally be installed on Transmission Customer's side of
the delivery point. Metered receipts used in billing and
accounting hereunder shall in all cases include adjustments for
such losses.
(d) Meters at Transmission Customer's Network Resources and Network
Loads shall be tested at least once every year. At the request
of either Party, a special test of any meter will be performed.
All costs of such a test will be paid by the Party requesting
the test, unless metering inaccuracy as defined in paragraph
3(e) is discovered, in which case costs will be borne by the
Party that owns the meter. Representatives of both parties shall
be afforded an opportunity to be present at all routine or
special tests. All meters will
-6-
be sealed and seals will be broken only by the owning Party and
only when meters are to be tested or adjusted.
(e) In the event any metering equipment used to measure capacity and
energy is found to be inaccurate by more than one (l) percent or
is inoperable, the meter will be promptly replaced, repaired or
readjusted by the owner of the meter. Adjustments made for
metering inaccuracy or other meter malfunctions will be made for
the period the inaccuracy or malfunction is known, or for a
mutually agreed upon period, if not known. If agreement on the
period of adjustment cannot be reached, a period of three months
from the date of discovery of the inaccuracy or malfunction
shall be utilized.
(f) Either Party shall have the right to install check metering at
any Point(s) of Receipt or Delivery, as herein provided without
charge by the Party owning the metering equipment for the
purpose of checking the meters installed by the other Party.
(g) Each Party shall read any meters owned by it, except as may be
mutually agreed, and shall furnish to the other Party all meter
readings and other information required for operations and for
billing purposes. Such information shall remain available to the
other Party for three (3) years.
-7-
4. Operating Data and Equipment Requirements
(a) Supervisory Control and Data Acquisition (SCADA) telemetry to
Transmission Provider is required for: (i) Transmission
Customer's aggregate Network Load; (ii) each Network Resource
that is designated by Transmission Customer after the date of
this Agreement; and (iii) each transmission-voltage delivery
point that is established after the date of this Agreement for
which such telemetry is determined by the Network Operating
Committee to be necessary to support the reliability of the
transmission system. Transmission Provider shall establish the
requirements for SCADA telemetry, the data to be received at its
system operations center and the protocol for communications
between Transmission Provider and Transmission Customer based on
Good Utility Practice and the reliability and security of the
system. Transmission Provider shall coordinate its decisions
concerning SCADA telemetry, data and communications protocols
with Transmission Customer to the extent it can reasonably do
so.
(b) Transmission Customer shall be responsible for the purchase,
installation, operation, repair and replacement of SCADA
telemetry equipment and protection equipment and any related
equipment and hardware that is required by this Agreement.
Transmission Customer also shall be responsible for implementing
any modifications to the SCADA software
-8-
and communications protocols necessary to communicate
effectively with Transmission Provider.
5. Operating Requirements
(a) Transmission Customer shall operate its generating resources
inside Transmission Provider's Control Area (other than
resources operated by Transmission Provider) in a manner
consistent with that of Transmission Provider, following voltage
schedules, free governor response, meeting power factor
requirements at the points of interconnection with Transmission
Provider's system, and other such criteria required by NERC and
SERC and consistently adhered to by Transmission Provider.
(b) Transmission Customer shall develop a load curtailment plan that
provides for voltage reductions, voluntary load curtailments,
manual load shedding and automatic load shedding that is
comparable to the load curtailment plan that Transmission
Provider has for its Native Load Customers. Transmission
Provider and Transmission Customer shall work together to ensure
the integrity of the interconnected systems, with Transmission
Provider charged with the responsibility of initiating and
coordinating any load curtailments and the subsequent
restoration of these loads. Should Transmission Customer
willfully fail, in the absence of good cause, to reduce voltage
or shed load as required by Transmission Provider, it shall pay
a charge equal to $25.77/kW-month (as amended from time to time)
-9-
multiplied by the amount of load that Transmission Customer
fails to curtail. Insofar as practicable, Transmission Provider
and Transmission Customer shall protect, operate, and maintain
their respective systems so as to avoid or minimize the
likelihood of disturbances which might cause impairment of
service on the system(s) of the other.
(c) In the event a temporary voltage reduction is required because
of any condition, Transmission Provider will notify Transmission
Customer as far in advance as practicable of its plan to reduce
voltage and the period for which such voltage reduction is
believed to be required and Transmission Customer will, upon
such notification, effect a similar true voltage reduction on
its system during the same period. Transmission Customer will be
notified immediately when a voltage reduction is planned to be
terminated.
(d) Transmission Customer shall maintain the capability to manually
shed its Network Load that is comparable to the capability of
Transmission Provider to manually shed the loads of its Native
Load Customers. When manual load shedding is necessary,
Transmission Provider shall notify Transmission Customer of the
required action and Transmission Customer shall comply within
ten (10) minutes. Transmission Provider shall require, on a non-
discriminatory basis, manual load shedding for Transmission
-10-
Customer's Network Load unless otherwise required by
circumstances beyond the control of the Transmission Provider or
Transmission Customer.
(e) Prior to the date on which Transmission Customer serves any
portion of its Network Load using Excluded Supplemental Capacity
or Excluded Peaking Capacity under the I&O Agreement, the
Parties shall agree on load shedding capabilities and procedures
for that portion of Transmission Customer's Network Load.
(f) Transmission Customer shall provide, operate and maintain
in service automatic high-speed digital underfrequency load
shedding equipment that has the capability, together with
equipment installed by Transmission Provider, to disconnect
Transmission Customer's Network Load in a manner that is
comparable to Transmission Provider's automatic load shedding
capability for its Native Load. Such automatic load shedding
capability shall be established at frequency set points of 59.3
Hertz, 59.0 Hertz, and 58.5 Hertz, with no intentional time
delay. The requirement to maintain automatic load shedding
capability shall be phased in as agreed upon by Transmission
Provider and Transmission Customer and shall be fully
implemented by not later than January 1, 2002.
(g) In the event Transmission Provider modifies the load shedding
system, Transmission Customer shall, at its expense, make
corresponding changes to its equipment and the setting of such
equipment, as required.
- 11 -
(h) Transmission Customer shall test and inspect its load shedding
equipment not less than thirty (30) days prior to the occurrence
of an event that requires modification of its load shedding
capability as set out in this Article and thereafter shall
conduct additional tests in accordance with Good Utility
Practice. Transmission Provider may request other tests of the
load shedding equipment upon reasonable notice. Transmission
Customer shall provide Transmission Provider written reports of
all load shedding tests.
6. Operational Information
Transmission Customer shall provide data needed for the safe and
reliable operation of Transmission Customer's and Transmission Provider's
Control Areas and to implement the provisions of the Tariff. Transmission
Provider shall treat this information as confidential and shall not divulge it
to its marketing personnel.
(a) Transmission Customer shall provide by September 1st of each
year Transmission Customer's Network Resource availability
forecast (e.g., all planned resource outages, including off-line
and on-line dates) for the following year for all Network
Resources that are not dispatched by Transmission Provider. Such
forecast shall be made in accordance with Good Utility Practice.
Transmission Customer shall inform Transmission Provider, in a
timely manner, of any changes to Transmission Customer's Network
Resource availability forecast. In the event that Transmission
-12-
Provider determines that such forecast cannot be accommodated
due to a transmission constraint on its Transmission System, and
such constraint may jeopardize the security of the Transmission
System or adversely affect the economic operation of either
Transmission Provider or a Firm Point-to-Point or Network
Integration Transmission Customer, the provisions of Section 32
of the Tariff shall be implemented.
(b) Transmission Customer shall provide, at least 36 hours in
advance of every calendar day, Transmission Customer's best
forecast of any planned outages of Transmission Customer's
non-radial transmission facilities and outages of Network
Resources other than those dispatched by Transmission Provider
and other operating information that the Network Operating
Committee deems appropriate. In the event that such planned
outages cannot be accommodated due to a transmission constraint
on Transmission Provider's Transmission System, the provisions
of Section 33 of the Tariff shall be implemented.
7. Network Planning
In order for Transmission Provider to plan, on an ongoing basis, to meet
Transmission Customer's requirements for Network Integration Transmission
Service, Transmission Customer shall provide, by September 1st of each year,
updated information (current year and 10-year projection) for Network Loads and
Network Resources that are not dispatched by Transmission Provider, as well as
any other
-13-
information reasonably necessary to plan for Network Integration Service. This
type of information is consistent with Transmission Provider's information
requirements for planning to serve its Native Load Customers. The data will be
provided in a format consistent with that used by Transmission Provider.
8. Delivery Points
8.1 Delivery Points. Transmission Provider and Transmission Customer,
during the term of this Agreement, shall remain interconnected. Unless otherwise
mutually agreed upon, Transmission Customer or its Members shall own, operate
and maintain all facilities, except interconnection metering, on Transmission
Customer's side of the delivery points and these facilities shall be operated
and maintained in accordance with Good Utility Practice. Unless otherwise
mutually agreed upon, Transmission Provider shall own, operate and maintain all
facilities on Transmission Provider's side of the delivery points and all
interconnection metering no matter where located. These facilities shall be
operated and maintained in accordance with Good Utility Practice.
8.2 Existing Delivery points. The Network Operating Committee shall from
time to time modify the specifications to the Service Agreement to reflect the
delivery points in service. All existing delivery points are defined as those
points where electric power and energy are transferred as of the effective date
of this Agreement from Transmission Provider's system to facilities owned by
Transmission Customer or one of its members.
-14-
8.3 Modifications to Delivery Points. Where modifications are suggested
for delivery points the Network Operating Committee shall review the suggested
modifications, allocate the costs of the changes between the Parties and, if
necessary, establish a new point in the physical arrangement as the delivery
point. If the change is mutually agreed upon or if the change is reasonably
required for the giving or receiving of adequate service hereunder, the change
will be made with each Party bearing its own costs. Otherwise, the Party
requesting the change shall be fully responsible for the change and shall pay
all costs incurred as the result of such change. Where a delivery point is
discontinued, the costs of removal shall be paid for by the Party initiating the
discontinuance.
8.4 Future Delivery Points. The Network Operating Committee shall
coordinate planning of future delivery points through the following procedure:
Transmission Customer shall determine its needs for future delivery points and
shall give Transmission Provider as much advance notice of its needs as
practicable. The Network Operating Committee shall review Transmission
Customer's plans for reasonableness and consistency with Good Utility Practice.
Transmission Provider may propose appropriate modifications to Transmission
Customer's plans; however, Transmission Provider will not require unreasonable
modifications to Transmission Customer's plans. It is the intent of the Parties
that the number, capacity, and location of future delivery points will result
from a planning process using Good Utility Practice and neither Party shall
request changes or additions which would not be in accordance with this concept.
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In establishing all future delivery points Transmission Customer shall
construct and bear the costs of those facilities necessary to effect
interconnection at the point where Transmission Provider facilities exist or
will exist at the time of the need for the interconnection. Future delivery
points will be established at 115 kV or higher, except in those cases where the
Network Operating Committee, consistent with Good Utility Practice, determines
that service at lower voltage levels is appropriate and Transmission Provider
shall not unreasonably withhold service at such lower voltage levels. The
delivery point will be defined and established by the Network Operating
Committee so that Transmission Provider will, except as noted below, provide and
bear the costs of those facilities on the supply side of the delivery point
including the necessary switching and protective equipment, and Transmission
Customer will provide and bear the costs of those facilities on the load side of
the delivery point including the necessary isolation switching devices and
protective equipment, transformers and lines.
When the need for the future delivery point described by Transmission
Customer could, through Good Utility Practice, be satisfied through the
modification and/or upgrading of Transmission Customer's existing facilities,
but Transmission Customer still desires the future delivery point and
Transmission Provider agrees to supply it, Transmission Customer shall bear the
cost of whatever facilities may be required, including those facilities on the
supply side of the delivery point.
The Parties interpret the Tariff as not requiring System Impact Studies
or Facilities Studies for new delivery points that result from normal load
growth. If the Commission
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requires Transmission Provider to charge itself for studies in conjunction with
new delivery points needed to accommodate Transmission Provider's normal load
growth, Transmission Customer shall pay for studies in comparable circumstances
in conjunction with its own requests for new delivery points.
8.5 Characteristics of Electricity. Except as provided in Section 8.4,
Transmission Provider will furnish at future delivery points three phase, 60
Hertz alternating current electricity at 115 kV or higher or at the nominal
voltage level determined to be appropriate by the Network Operating Committee.
Transmission Provider will continue to furnish at all existing delivery points
three phase, 60 Hertz alternating current electricity at Transmission Provider's
nominal voltage now being furnished as listed in Specifications to the Service
Agreement. Transmission Provider shall operate its system so that Transmission
Customer's voltage at each delivery point is within the range Transmission
Provider would maintain for its own purpose.
8.6 Access at Delivery Points. Transmission Customer and Transmission
Provider will have the right of access at all delivery points and at all remote
delivery point metering locations at reasonable times for the purposes of
reading meters or installing, maintaining, changing or removing any property
they own or for any other proper purpose. The handling of tape cartridges
associated with tape metering at delivery points will be done only by the owner
of the tape meters.
8.7 Notification of System Changes. Transmission Customer shall notify
Transmission Provider in advance, and Transmission Provider shall notify
Transmission
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Customer in advance, of any changes to be made in their respective systems which
will affect the proper coordination of protective devices on the two systems.
Transmission Customer and Transmission Provider shall each be responsible for
selection, installation, adjustment and setting, and maintenance of their own
control and protective equipment. In no case shall operation of this equipment
by either Transmission Provider or Transmission Customer place a burden upon or
cause avoidable interruptions to the other's system.
9. Transfer of Power and Energy Through Other Systems
In accord with regional practices, NERC requirements and the
requirements of the Tariff, to the extent Transmission Provider and Transmission
Customer's use of the Transmission System impacts other electric systems,
Transmission Provider and Transmission Customer shall take actions to relieve
constraints on third party systems as deemed necessary to the reliability and
security of the third party system or the region.
10. Notice
Any notice or request made to or by either Party regarding this Network
Operating Agreement shall be made to the representative of the other Party as
follows:
Virginia Electric and Power Company Old Dominion Electric Cooperative
Manager Power Supply Dispatch Supervisor
Virginia Electric and Power Company Old Dominion Electric Cooperative
5000 Dominion Boulevard 4201 Dominion Boulevard
Glen Allen, Virginia 23060 Glen Allen, Virginia 23060
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1 1. Amendment
Nothing contained herein shall be construed as affecting in any way
Transmission Provider's right to unilaterally make application to the Federal
Energy Regulatory Commission, or other regulatory agency having jurisdiction,
for any change in this Network Operating Agreement and the Tariff under Section
205 of the Federal Power Act, or other applicable statute, and any rules and
regulations promulgated thereunder; or Transmission Customer's right under the
Federal Power Act and rules and regulations promulgated thereunder.
12. Incorporation
The Tariff and Service Agreement are incorporated herein and made a part
hereof.
13. Term
The term of this Network Operating Agreement shall be concurrent with
the term of the Service Agreement between the Parties.
14. Network Operating Committee
The Network Operating Committee shall be responsible for the
coordination of the operating criteria established by this Network Operating
Agreement including (i) operation and maintenance of equipment necessary for
integrating Transmission Customer within Transmission Provider's Transmission
System (including, but not limited to, remote terminal units, metering,
communications and relaying equipment), (ii) transfer of data between
Transmission Provider and Transmission Customer (including, but not limited to,
operational characteristics of Network Resources not dispatched by
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Transmission Provider, generation schedules for units outside Transmission
Provider's Control Area, interchange schedules, unit output for redispatch
required under Section 33 of the Tariff and voltage schedules), (iii) exchange
of data on forecasted loads and resources necessary for long-term planning, (iv)
coordination and implementation of modifications to delivery points and
coordination of and planning for future delivery points in accordance with Good
Utility Practice, and (v) resolution of any other technical and operational
issues necessary for implementation of this Network Operating Agreement. Each
member of the Network Operating Committee shall be fully authorized to act on
behalf of its Party with respect to all matters contemplated in the Network
Operating Agreement but will not be authorized to amend the Agreement.
Transmission Provider's representative to the Network Operating Committee is the
Manager Power Supply. Transmission Customer's representative to the Network
Operating Committee is the Vice President Engineering and Operations.
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IN WITNESS WHEREOF, the Parties have caused this Network Operating
Agreement to be executed by their respective authorized officials.
VIRGINIA ELECTRIC AND POWER COMPANY:
By: /s/J.T. Rhodes
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Name: Dr. James T. Rhodes
Title: President and Chief Executive Officer
Date: July 29, 1997
OLD DOMINION ELECTRIC COOPERATIVE:
By: /s/R. W. Watkins
----------------
Name: R. W. Watkins
Title: President and Chief Executive Officer
Date: July 29, 1997