AMENDMENT NO. 1 TO ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT BETWEEN GEORGIA POWER COMPANY, FOR ITSELF AND AS AGENT FOR OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND THE CITY...
Exhibit
10(c)29
Georgia
Power Company has requested confidential treatment for certain portions of this
document pursuant to an application for confidential treatment sent to the
Securities and Exchange Commission. Georgia Power Company has omitted such
portions from this filing and filed them separately with the Securities and
Exchange Commission. Such omissions are designated as "[***]."
AMENDMENT
NO. 1
TO
ENGINEERING,
PROCUREMENT AND CONSTRUCTION
AGREEMENT
BETWEEN
GEORGIA
POWER COMPANY, FOR ITSELF AND AS AGENT
FOR
OGLETHORPE POWER CORPORATION (AN ELECTRIC
MEMBERSHIP
CORPORATION), MUNICIPAL ELECTRIC
AUTHORITY
OF GEORGIA AND THE CITY OF DALTON,
GEORGIA,
ACTING BY AND THROUGH ITS BOARD OF WATER,
LIGHT
AND SINKING FUND COMMISSIONERS, AS OWNERS
AND
A
CONSORTIUM CONSISTING OF WESTINGHOUSE ELECTRIC
COMPANY
LLC AND STONE & XXXXXXX, INC., AS
CONTRACTOR
FOR
UNITS
3 & 4 AT THE VOGTLE ELECTRIC GENERATING PLANT
SITE
IN
WAYNESBORO, GEORGIA
DATED
AS OF APRIL 8, 2008
AMENDMENT
NO. 1 TO
This
AMENDMENT NO. 1 TO THE ENGINEERING, PROCUREMENT AND CONSTRUCTION
AGREEMENT, dated April 8, 2008 (the “Agreement”) by and between GEORGIA POWER
COMPANY, a Georgia corporation (“GPC”), acting for itself and as agent for
OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric
membership corporation formed under the laws of the State of Georgia, MUNICIPAL
ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an
instrumentality of the State of Georgia, and THE CITY OF DALTON, GEORGIA, an
incorporated municipality in the State of Georgia acting by and through its
Board of Water, Light and Sinking Fund Commissioners (hereinafter referred to
collectively as “Owners”), and a consortium consisting of WESTINGHOUSE
ELECTRIC COMPANY LLC, a Delaware limited liability company having a place of
business in Monroeville, Pennsylvania (“Westinghouse”), and STONE & XXXXXXX,
INC. a Louisiana corporation having a place of business in Charlotte, North
Carolina (“Stone & Xxxxxxx”) (hereinafter referred to collectively as
“Contractor”), is entered into as of the 11th day
of December 2009.
RECITALS
WHEREAS,
Owners and Contractor entered into the Agreement, as of April 8, 2008 to provide
for, among other things, the design, engineering, procurement, installation,
construction and technical support of start-up and testing of equipment,
materials and structures comprising the Facility;
WHEREAS,
the original Agreement incorporated, as Exhibit F, Milestone Payment Schedules
for Vogtle Units 3 and 4;
WHEREAS, the Parties now
desire to amend the Exhibit F Milestone Payment Schedules, for the
purposes of accuracy and to align the
Milestone Payment Schedules with the baseline Project Schedule;
WHEREAS,
the Parties agree that this Amendment No. 1 is a no cost change to the EPC
Contract Price.
AGREEMENT
NOW,
THEREFORE, in consideration of the recitals, the mutual promises herein and
other good and valuable consideration, the receipt and sufficiency of which the
Parties acknowledge, the Parties, intending to be legally bound, stipulate and
agree as follows:
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1.
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Contractor
hereby agrees and represents that this Amendment shall not cause, directly
or indirectly, any delay in the Project Schedule, increase in the Contract
Price (including escalation) or other cost or expense to Owners, nor
otherwise adversely impact Owners’ rights or obligations under the
Agreement, and that, to the extent Owners’ rights or obligations are
adversely impacted as a result of this Amendment, Contractor shall
reimburse Owners for any adverse impacts incurred by Owners which, but for
this Amendment, Owners would not have
incurred.
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2
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2.
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Revise Exhibit F, “Payment
Schedules,” Table F.2, [***]
Price Payments,
Section F.2.1, [***] Milestone Base
Payments, and F.2.3, [***] Milestone Payments, as
follows:
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a.
Exhibit F, Table F.2.1 is hereby amended by:
i.
Revising [***] Milestone Payment descriptions for clarification
purposes.
ii.
Revising [***] Milestone Payment descriptions for clarification
purposes.
iii.
Revising the Milestone Payment descriptions and amounts associated with
[***].
iv.
Revising the estimated invoice dates to reflect actual invoice dates for
invoices previously submitted and paid as of the date of this Amendment.
b.
Exhibit F, Table F.2.1 is hereby amended by deleting such Table in its entirety
and
inserting
in lieu thereof a new Table F.2.1 that reflects the revisions noted in
subsection 2(a), above, and is attached to this Amendment as Attachment
A.
c.
Exhibit F, Table F.2.3 is hereby amended by deleting such Table in its entirety
and
inserting
in lieu thereof a new Table F.2.3 that is attached to this Amendment
as
Attachment
B.
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3.
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Revise
Attachment 1 to Exhibit H, “Contract Price,” under the header “[***] Price
Portion” to read:
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“[***.]
[***].”
3
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4.
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Miscellaneous.
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4.1
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Capitalized
terms used herein and not defined herein have the meaning assigned in the
Agreement.
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4.2
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This
Amendment shall be construed in connection with and as part of the
Agreement, and all terms, conditions, and covenants contained in the
Agreement, except as herein modified, shall be and shall remain in full
force and effect. The Parties hereto agree that they are bound
by the terms, conditions and covenants of the Agreement as amended
hereby.
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4.3
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This
Amendment may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original but both of which together shall
constitute one and the same
instrument.
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4.4
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The
validity, interpretation, and performance of this Amendment and each of
its provisions shall be governed by the laws of the State of
Georgia.
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4.5
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Except as expressly
provided for in this Amendment, all other Articles, Sections and
Exhibits of and to the Agreement remain
unchanged.
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IN
WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date
first above written.
WESTINGHOUSE
ELECTRIC COMPANY LLC
By: /s/ Xxxxxx X.
Xxxx
Name:
Xxxxxx X. Xxxx
Title:
Vice President U.S.AP1000 Projects
Attest: /s/ Xxxx
Xxxxxxxx
Its: Assistant
General Counsel
(CORPORATE
SEAL)
STONE & XXXXXXX,
INC.
By: /s/ Xxxx X.
Xxxxxxx
Name:
Xxxx X. Xxxxxxx
Title: Authorized
Representative
Attest:
/s/ Xxxxx
Xxxxxxx
Its: Prime
Contract Manager
(CORPORATE
SEAL)
4
GEORGIA
POWER COMPANY, as an Owner
and
as agent for the other Owners
By: /s/ Xxxxxx X.
Xxxxxx
Name: Xxxxxx
X. Xxxxxx
Title:
Executive Vice President, Nuclear Development
Attest:
/s/ Xxxxxx X.
Xxxxxx
Its: Corporate
Secretary
(CORPORATE
SEAL)
5
Attachment
A to Amendment No. 1 of EPC Agreement (April 8, 2008)
F.2.1 [***]
Milestone Base Payments
[***](1)
______________
(1) 13 page
schedule.
6
Attachment
B to Amendment No. 1 of EPC Agreement (April 8, 2008)
F.2.3 [***]
Milestone Payments
[***](2)
_____________________
(2) 36 page
schedule
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