EXHIBIT B-5
FORM OF PROPOSED OPERATING AGREEMENT
OPERATING AGREEMENT, dated ____, 1999, between
WEST PENN POWER COMPANY, a Pennsylvania corporation
("Operating Company") and [Genco, LLC], a limited liability
company ("Owner").
W I T N E S S E T H:
1. Station.
The Owner and the Operating Company hereby provide for
the operation of [a electric generating station in______,
[Pennsylvania] [West Virginia], with ___ generating units,
each with a name plate capacity of approximately ___ kw
(net), (hereinafter called the "Station") to be leased by
the Operating Company for the duration of this Agreement
from the Owner.
2. Operation and Maintenance.
The Station will be operated and maintained by the
Operating Company under the supervision of a Vice President
of the Operating Company (the "Vice President"). The
Operating Company shall not be liable to the Owner for loss,
damage, or injury arising out of such operation or
maintenance unless caused by its gross negligence or willful
misconduct. The Operating Company shall keep or cause to be
kept books of account and records containing details of the
items of cost applicable to the operation and maintenance of
the Station. Such books of account and records shall be
open to examination at any time by the Owner or its
representatives. The Operating Company shall furnish the
Owner with copies of such books of account and records as
they may request.
3. Renewals, Replacements, Additions, and Retirements.
Renewals and replacements necessary for the operation
of the Station shall be made as required in accordance with
good utility operating practice. Other renewals and
replacements of, and any additions to, the Station may be
made only upon agreement of the Owner and the Operating
Company. Retirements, sales, and other dispositions of
property shall be effected only in a manner consistent with
the Owner's and the Operating Company's mortgage indentures,
if any. Renewals, replacements, additions and retirements
(and related dispositions and sales) shall be accomplished
by the Operating Company under the supervision of the Vice
President.
4. Power and Energy.
The Operating Company shall at all times during the
term of this Agreement have full ownership of and available
to it at the Station the generating capability of the
Station, and the energy associated therewith.
5. Expenditures.
All expenditures in respect of the Station shall be
accounted for in accordance with the Uniform System of
Accounts prescribed by the Federal Power Commission for
Public Utilities and Licensees (Class A and B Electric
Utilities) in effect on the date of this Agreement and as
may be amended from time to time.
All expenditures for the operation, and maintenance of
the Station (including, without limitation, all expenditures
for administration, labor, payroll taxes, employee benefits,
research and development, materials, supplies and services)
and all expenditures for renewals, replacements, additions,
and retirements related to the Station shall be for the
account of the Operating Company.
Interest charges on borrowed funds, income taxes, and
property, business and occupation and like taxes related to
the Station imposed upon the Operating Company shall be
borne entirely by such Operating Company; and such items, as
well as depreciation and amortization and interest charged
during construction, shall not be deemed expenditures for
purposes of this Section.
6. Arbitration.
Any controversy relating to this Agreement shall be
settled by arbitration in accordance with the Rules of the
American Arbitration Association, and judgment upon an award
rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
7. Term of Agreement.
This Agreement shall continue in full force and effect
until January 2, 2000. Termination of this Agreement shall
not terminate the provisions of Section 6.
IN WITNESS WHEREOF, each of the parties has caused this
Agreement to be duly executed.
WEST PENN POWER COMPANY
By_____________________________
___
Vice President
[GENCO, LLC]
By_____________________________
___
Vice President
