EXHIBIT B-3
WOLF CREEK GENERATING STATION
OPERATING AGREEMENT
among
KANSAS GAS AND ELECTRIC COMPANY
KANSAS CITY POWER & LIGHT COMPANY
KANSAS ELECTRIC POWER COOPERATIVE, INC.
and
WOLF CREEK NUCLEAR OPERATION CORPORATION
This AGREEMENT made and entered into on this 15TH day of
APRIL, 1986 among Kansas Gas and Electric Company ("KG&E"), Kansas
City Power & Light Company ("KCPL"), Kansas Electric Power
Cooperative, Inc. ("KEPCo") and Wolf Creek Nuclear Operating
Corporation ("Operating Corporation").
W I T N E S S E T H :
WHEREAS, KG&E, KCPL and KEPCo (hereinafter referred to
collectively as "Owners" and individually as an "Owner") each own, as
tenant in common with the others, an undivided interest in the Wolf
Creek Generating Station (hereinafter referred to as the "Station")
in accordance with the provisions of the Wolf Creek
Station Ownership Agreement (the "Ownership Agreement") executed on
December 28, 1981, the present undivided tenant in common interests
("Ownership Shares") being 47% in the case of KG&E, 47% in the case
of KCPL and 6% in the case of KEPCo;
WHEREAS, for the purpose of this Operating Agreement, the term
"Station" shall mean (i) the Site as defined in the Ownership
Agreement, (ii) all common facilities at the Wolf Creek Station Site,
(iii) Wolf Creek Unit #1 and (iv) all functions related to the
operation, maintenance, repair, decommissioning and decontamination
of (i) through (iii) above including, without limitation, all design,
engineering, safety, licensing, fueling, security, technical,
corporate and general services, both on and off-Site, it being
understood that for purposes of this Operating Agreement, the term
"Station" shall not include any Additional Unit(s) as provided under
Section 1.1(d) of the Ownership Agreement; and
WHEREAS, it is desirable and to the mutual advantage of the
Owners that the Operating Corporation be engaged, under the terms and
conditions hereinafter set forth, to operate, maintain, repair,
decontaminate and decommission the Station and make any necessary
modifications and additions thereto and retirements therefrom on
behalf of the Owners.
NOW, THEREFORE, in consideration of these premises, the parties
hereto do hereby agree as follows:
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ARTICLE 1
SHARING OF CAPACITY AND ENERGY; SCHEDULING
SECTION 1.01. The Ownership Agreement specifies, subject
to the conditions therein set forth, the respective Capacity
Entitlement and Energy Entitlement of each Owner. Subject to those
provisions and the policies adopted by the Board of Directors of the
Operation Corporation, each Owner (i) may schedule up to its pro rata
share of the maximum operating capability of the Station which shall
be determined by the Operating Corporation in accordance with Section
1.02 hereof and (ii) shall schedule its share of the minimum
operating capability of the Station, all in accordance with the
provisions of this Article of the Agreement.
SECTION 1.02. The Operating Corporation shall determine
the maximum and minimum operating capability of the Station at all
times, taking into consideration regulatory requirements and the
characteristics of the Station. An Owner's pro rata share of the
maximum and minimum operating capability of the Station shall be
equivalent to its Ownership Share in the Station.
SECTION 1.03. An Owner may schedule less than its pro rata
share of the minimum operating capability of the Station, provided
that another Owner has agreed to schedule, and does
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schedule, more than its share of the minimum operating capability of
the Station in an amount sufficient to offset such deficiency, and
has so advised the Operating Corporation.
SECTION 1.04. The Operating Corporation shall make
available for scheduling and dispatch the Station operating
capability in accordance with standard dispatching methods customary
in the industry. The Operating Corporation shall make a good faith
effort to provide energy to each Owner in accordance with the
schedules provided by each Owner. Scheduled load changes will be
permitted when it would not jeopardize the safe operation of the
Station. If a reduction in the maximum operating capability occurs
at the Station, for whatever reason, then each Owner's schedule shall
be adjusted to take into account, in accordance with its respective
Ownership Share, such reduction in operating capability.
SECTION 1.05. If the net hourly output of the Station is
negative, then each Owner shall provide (from other energy resources
available to it or by prearranged purchases from another Owner) its
share of the hourly Wolf Creek Station electricity used, based upon
its Ownership Share. If the net hourly output of the Station is
positive, the Station's hourly electricity uses shall be allocated
among the Owners on the basis of each Owner's scheduled deliveries
divided by total scheduled deliveries. The Station's use
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of electricity shall included transformer losses at the Station. So
long as the Station has only one unit installed, energy entitlements
under Section 4.2 of the Ownership Agreement shall be measured on the
basis of the net output at the transmission side of the step-up
transformers in the substation of the Station.
SECTION 1.06. Operating capability of the Station
available to but not scheduled by an Owner shall be subject to the
interchange provisions of Section 4.5 of the Ownership Agreement.
SECTION 1.07. The Operating Corporation shall, to the
extent consistent with safe and reliable operation of the Station,
coordinate the scheduled maintenance and fueling outages of the
Station with each of the Owners.
ARTICLE 2
SERVICES TO BE PROVIDED BY THE OPERATING CORPORATION
SECTION 2.01. Consistent with its duties and responsi-
bilities (i) under the Operating License for the Station issued by
the Nuclear Regulatory Commission, (ii) as Operating Agent under the
Ownership Agreement and (iii) pursuant to the policies of the Owners
as reflected by actions taken by the Board of Directors of the
Operating Corporation, the Operating Corporation shall provide and be
responsible for the operation, maintenance, repair, deconta-
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mination and decommissioning of the Station in a safe and reliable
manner in accordance with all applicable, lawful licenses and permits
and requirements of state and federal regulatory agencies and the
generation of power and energy at the Station as economically as is
reasonably practicable to meet the Owners' system requirements and
economics. The Operating Corporation shall make such further
modifications of and additions to and retirements from the Station as
shall be consistent with such operation, maintenance, repair,
decontamination and decommissioning. Such services and construction
may be provided by the Operating Corporation through its own
personnel or in part by others under contractual or other
arrangements. In furtherance of the foregoing, the Operating
Corporation shall, on behalf of the Owners, among other things and
without limitation:
(a) Select, hire, control and discharge
personnel, who will be employees solely of the
Operating Corporation, and select and retain the
services of contractors and consultants and/or
direct, supervise and control certain employees of
one or more of the Owners if such Owner or Owners
shall agree to such direction, supervision and
control;
(b) Arrange for the procurement on behalf
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of the Owners of nuclear fuel including uranium
and provide for the enrichment, conversion and
fabrication thereof and storage and/or disposal or
reprocessing of such fuel (as permitted by law or
regulation);
(c) Arrange for the purchase on behalf of
the Owners of materials, services and supplies for
the Station;
(d) Design, construct, start-up and test
modifications of, and additions to, the Station;
(e) Determine and stipulate inventory levels
of material and equipment for the Station;
(f) Keep the Owners informed in a reasonable
and timely manner concerning the operation,
maintenance, repair, decontamination and
decommissioning activities at the Station and of
additions or modifications to the Station and
retirements therefrom;
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(g) Prepare, or arrange for the preparation
of, in accordance with normal and customary
procedures, annual budgets and forecasts for the
Station costs, capital expenditures and
retirements to be submitted to the Owners. Such
budgets and forecasts shall be revised from time
to time to reflect material changes in
circumstances;
(h) Perform any services and take any
action, on behalf of the Owners where appropriate,
related to the operation, maintenance, repair,
decontamination, and decommissioning of the
Station and of additions, modifications and
retirements pertaining to the Station as may be
necessary or appropriate to comply with the
provisions of the Atomic Energy Act, as amended or
as it may be amended, or any other applicable
statute, rules, regulations, guidelines or similar
criteria, and any provisions or conditions of
construction permits and operating licenses or
similar authorizations granted or that may be
granted in connection with the Station and as such
permits, licenses or other authorizations may
hereafter be amended;
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(i) In its capacity as operator of the
Station and as agent for the Owners, provide
communications to, and receive communications
from, the Nuclear Regulatory Commission and/or any
successor governmental agency, as well as any
other governmental agency having jurisdiction with
respect to any aspect of the Station's operation,
maintenance, repair, decontamination and
decommissioning and of additions thereto and
retirements therefrom and, in such capacities,
represent (or engage others to represent) the
Owners;
(j) Perform, or, if deemed desirable by the
Operating Corporation, contract on behalf of the
Owners with others (including agencies of
Government or their contractors) for materials or
services required to place and/or keep the Station
in safe and efficient operating condition, to
protect the Station property, to conduct research
and development with respect thereto and disburse
or receive funds in connection therewith. Such
work shall be subject to normal and customary
review and approval procedures of the Operating
Corporation;
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(k) Arrange for the maintenance, in
accordance with normal and customary procedures,
of such necessary books of record, books of
account and memoranda of transactions and for the
provision of such reports with respect thereto to
the Owners as each Owner shall desire to meet its
accounting and statistical requirements and to
conform to the applicable lawful rules,
regulations and requirements of all regulatory
bodies having jurisdiction over the Owners. The
costs for the Station shall be accumulated in a
separate set of accounts;
(l) Provide, or arrange for the provision
of, such other data or information with respect to
the Station as may be reasonably requested by the
Owners from time to time; and
(m) Perform any additional services
pertaining to the Station, or any portion thereof,
all of which shall be consistent with the intent
of this Section 2.01, as may be approved by the
Board of Directors of the Operating Corporation.
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SECTION 2.02. Matters and questions arising in connection
with the Station which are not within the scope of the authority
delegated to the Operating Corporation under this Agreement and are
not specifically provided for in this Agreement shall be determined
from time to time by the Owners pursuant to Section 3.3 of the
Ownership Agreement.
SECTION 2.03. During operating conditions which the
Operating Corporation in its sole judgment deems abnormal, the
Operating Corporation shall take such action as it deems appropriate
for the public health and safety and the safety of personnel and
equipment.
SECTION 2.04. In order that the safe operation of the
Station is assured, the Owners shall not effect any operating or
physical changes to their respective transmission and distribution
facilities which may affect the safe operation of the Station
without prior consultation and concurrence of the Operating
Corporation.
ARTICLE 3
WORKING FUND
SECTION 3.01. The Owners shall establish and maintain a
Working Fund from which the Operating Corporation shall make
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payments for all costs pursuant to its services and responsibilities
hereunder. The Owners, in consultation with the Operating
Corporation, shall determine, initially and from time to time during
the term of this Agreement, the amount or amounts required to
maintain a satisfactory balance in the Working Fund, and shall be
liable in proportion to their respective Ownership Shares for any
such additional amounts required to maintain the agreed-upon
balance. The Owners shall reimburse the Working Fund promptly on
receipt of notice from the Operating Corporation of their respective
obligations for reimbursement.
SECTION 3.02. On termination of this Agreement, as
hereinafter provided, any residual unexpended balance in the Working
Fund shall be credited to the Owners in proportion to their
respective Ownership Shares.
ARTICLE 4
CHARGES, FINANCIAL STATEMENTS AND XXXXXXXX
SECTION 4.01. The Operating Corporation shall arrange for
reporting to the Owners for each month, promptly following the end
of such month, by written statements the following:
(a) The costs on an accrual basis of
operation, maintenance, repair, decontamination
and decommissioning of the Station, and the cost
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of any Station additions, modifications and
retirements including applicable cost of removal
and salvage, classified as required to meet the
Operating Corporation's obligations under Section
2.01(k) above.
(b) A summary statement of the operation
during that month of the Working Fund, showing
beginning balance, receipts, disbursements and
closing balance.
SECTION 4.02. Except as otherwise provided in Sections
1.05 and 4.03 hereof, the costs incurred or accrued from all sources
during each calendar month in operating, maintaining, repairing,
decontaminating and decommissioning the Station and in making
additions or modifications to, and retirements from, the Station
shall be liabilities of the Owners when incurred or accrued and
shall be borne by the Owners in proportion to their Ownership
Shares. All such costs shall be determined in accordance with sound
accounting practices, and shall include reasonable and appropriate
indirect costs including overheads. All of the services rendered
hereunder by the Operating Corporation will be at actual cost
thereof, without profit to the Operating Corporation. Direct
charges will be made for services where a direct allocation of cost
is appropriate and equitable.
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SECTION 4.03. When the net hourly output of the Station
is positive, nuclear fuel costs and spent fuel disposal costs will
be shared among the Owners on the basis of the percentage take of
kilowatt hours by each Owner. The percentage take of kilowatt hours
shall be calculated by dividing the number of kilowatt hours
delivered to that Owner by the total number of kilowatt hours
delivered to all Owners. A true up shall be carried out
periodically (but not less frequently than annually) which shall
adjust each Owner's inventory of nuclear fuel to equal each Owner's
Ownership Share. In truing up accounts among the Owners at the end
of each period, an Owner or Owners whose percentage take during the
period after adjustment for scheduled interchanges under Section 4.5
of the Ownership Agreement, is higher than its Ownership Share
(hereinafter "Debit Owner(s)"), shall reimburse an Owner or Owners
whose percentage take is less than its Ownership Share (hereinafter
"Credit Owner(s)"), for using their fuel. The price to be charged
to the Debit Owner shall be the Credit Owner's nuclear fuel cost.
"Nuclear fuel cost" is defined as the amortization of costs
described by the Federal Energy Regulatory Commission in its Uniform
System of Accounts, Account 120, adjusted by adding back (i) the
income tax effect of the debt component of Allowance for Funds Used
During Construction (AFUDC) and (ii) the benefits realized by reason
of such Credit Owner's share of the Uranium Agreement of Settlement
among KG&E, KCPL and Westinghouse Electric Corporation, dated
February 21, 1980, and shall include DOE disposal costs.
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SECTION 4.04. In recognition of the fact that each Owner
has an interest in being assured that the other Owners have made
adequate provision for the funding of its Ownership Share of the
Station decommissioning costs as contemplated by Section 4.02, each
Owner undertakes to utilize its best efforts to provide such
assurance to the other Owners, recognizing that there are at the
present time some impediments toward achieving that objective. Each
Owner shall provide to each other Owner within four months after the
end of its fiscal year a report identifying the provision it has
made for that year and on a cumulative basis for its share of
Station decommissioning costs. If, and to the extent that,
requirements have been or are hereafter imposed on an Owner by a
federal or state authority in a final order or regulation which
specifies that provision be made for decommissioning costs for the
Station in a particular manner or manners, such Owner will promptly
take such action on its part as may be necessary to comply with such
requirements.
SECTION 4.05. It is the intent of the Owners that so far
as possible each Owner shall separately report, file returns with
respect to, be responsible for and pay all real property, franchise,
business or other taxes, except payroll and sales or use taxes,
arising out of its Ownership Share of the Station and that such
taxes shall be separately levied and assessed against each Owner.
However, to the extent that such taxes may be levied on or assessed
against the Station, or its operation, or the
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Owners in such a manner as, in the opinion of the Owners, to make
impossible or inequitable the carrying out of said intent, then such
taxes shall be deemed a part of the costs of operating and
maintaining the Station and shall be apportioned among the Owners
under this Agreement in accordance with their respective Ownership
Shares; provided that the Operating Corporation shall join with the
Owners in executing and filing with the Internal Revenue Service
such documents as may be appropriate to effect the election required
by Section 6.5 of the Ownership Agreement.
SECTION 4.06. The Owners shall have the right, during the
term of this Agreement and thereafter as long as the books, records
and memoranda referred to in Section 2.01 shall be preserved, to
inspect all such items and to make reasonable audits thereof at
their own cost as they may deem necessary to protect their
interests.
SECTION 4.07. In the event an Owner shall question any
statement rendered according to the provisions of Sections 4.02 or
4.03 hereof, it shall nevertheless promptly pay the amount indicated
in such statement but such payment shall not be deemed to prevent
such Owner from claiming or pursuing an adjustment of any statement
rendered.
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SECTION 4.08. If it shall be determined that an Owner has
paid more or less than its proper share of the operating and capital
costs of the Station for the month covered by such statement, an
appropriate correcting credit or charge shall be made by the
Operating Corporation to the accounts of each of the Owners.
ARTICLE 5
COMPLIANCE WITH PROVISIONS OF PERMITS
AND REQUIREMENTS OF GOVERNMENTAL AGENCIES
SECTION 5.01. Without limiting in any way the authority
and responsibility of the Operating Corporation under Section 2.01,
the Owners and the Operating Corporation shall cooperate in taking
whatever action may be necessary to comply with the terms and
provisions of permits and licenses for the Station and with all
applicable lawful requirements of any Federal or State agency or
regulatory body having jurisdiction in the premises.
ARTICLE 6
TRANSFERS OF PERSONNEL FROM OWNERS TO OPERATING CORPORATION
SECTION 6.01. The employees of the Operating Corporation
initially will consist of (i) those KG&E employees who are assigned
to its Nuclear Department, (ii) such other KG&E employees who are
not in its Nuclear Department but are assigned full-time to Station
matters, (iii) such KCPL and KEPCo employees who are assigned full-
time to the Station and (iv) such other KG&E em-
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ployees who perform, on a part-time basis, services related to
KG&E's Nuclear Department if any such employee performing part-time
services is requested by the Operating Corporation and is willing to
accept transfer to the Operating Corporation and KG&E is willing to
transfer such employee to the Operating Corporation; provided that
nothing herein shall prohibit the Operating Corporation from
contracting with any Owner or with any other party for any services
required for the operation, maintenance, repair, decontamination and
decommissioning of the Station or any portion thereof; provided,
further, that any such services provided by an Owner and charged to
the Operating Corporation shall be at the Owner's costs thereof, for
which the Owner shall be reimbursed by the Operating Corporation,
and the costs for such services provided by an Owner shall be
determined in accordance with sound accounting practices, shall
include reasonable and appropriate indirect costs, including
overheads, and shall be provided without profit to that Owner.
SECTION 6.02. It is the objective of the Owners that the
Operating Corporation will assume, as of the date when an individual
is transferred from the employ of an Owner to the Operating
Corporation, the obligations, if any, of such Owner to such employee
for accrued benefits under the Owner's employee benefit plans in
effect at the time of such transfer and the transferring employer
will make appropriate provision (by the transfer of funds to a
trustee under a plan established by the Operating Corporation, the
reservation of funds in its existing
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trust fund or otherwise) for the payment of such accrued benefits to
the extent that they have been funded as of the date approximating
the date of such transfer. Consistent with that objective, the
Owners anticipate that, in determining benefits payable by the
Operating Corporation under any employee benefit plan established by
it to an employee transferred to it by an Owner, the Operating
Corporation will give credit for service by such employee with such
transferring Owner as if such service had been performed by such
transferred employee for the Operating Corporation unless the
transferring Owner shall make provision for the direct payment by it
of such benefits to the transferred employee. The plans and
documentation to achieve this objective shall be established by the
board of directors of the Owners and of the Operating Corporation.
ARTICLE 7
OWNERSHIP OF PROPERTY RELATED TO STATION; OTHER PROPERTY
SECTION 7.01. The Operating Corporation shall own no
property which is, or could properly be, classified as "utility
property" within the meaning of K.S.A. 66-104. Any and all utility
property related to the Station which is now owned by one or more of
the Owners shall continue to be owned by such Owner or Owners
subject to the provisions of the Ownership Agreement, and this
Agreement shall not effect any change in such ownership.
SECTION 7.02. Any non-utility property utilized in the
operation, maintenance, repair, decontamination and decommissioning
of the Station may be transferred to the Operating Corporation
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upon the approval of the transferring Owner and the Operating
Corporation, after obtaining such regulatory authorization, if any, as
shall be required.
SECTION 7.03. (a) Any contract covering the design,
engineering, procurement, construction and installation services and
major components of the Station and all other contracts relating to
operation, maintenance, repair, decontamination and decommissioning of
the Station, including contracts for the acquisition of materials,
inventories, supplies, spare parts, equipment, fuel or services
therefor, heretofore executed solely by KG&E in its own name or as
Operating Agent or by all Owners shall be assigned to the Operating
Corporation to the extent allowed by those contracts.
(b) Any contract which cannot be assigned to the Operating
Corporation shall be administered by the Operating Corporation, and all
rights, duties and responsibilities associated with said contract shall
be carried out by the Operating Corporation as if the contract had been
assigned to the Operating Corporation. Each Owner shall support the
Operating Corporation to the extent necessary to protect and defend the
Owners' interest in said contract. Any Owner incurring costs to provide
such support shall be reimbursed by the Operating Corporation and the
other Owners in the manner provided by Section 4.02 hereof.
(c) Future contracts executed by the Operating Corporation
will be signed in the name of the Operating Corporation, as agent for
the Owners, and Owners will be severally, but
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not jointly, obligated by such contracts in proportion to their
Ownership Shares.
ARTICLE 8
INSURANCE; DAMAGES TO PERSONS OR PROPERTY; PENALTIES; FINES
SECTION 8.01. Each Owner and the Operating Corporation will
procure and maintain such physical damage, public liability and
workers compensation insurance with respect to all losses, damages,
liabilities and claims arising out of its ownership interest or the
construction or operation of the Station and provision of services
hereunder (other than losses, damages, liabilities and claims in the
name and/or on behalf of such Owner, hereafter collectively referred
to in this Article 8 as a "derivative claim") and the premium costs
thereof shall be Station costs to be borne by the Owners separately
(but not jointly) in proportion to their Ownership Shares, or, in the
alternative upon concurrence of each party hereto, the Owners and the
Operating Corporation will jointly procure and maintain such physical
damage, public liability, workers compensation and other insurance as
they may deem appropriate with respect to all losses, damages,
liabilities and claims arising out of their respective ownership
interests or the construction or operation of the Station and
provision of services hereunder other than derivative claims and the
premium costs thereof shall be Station costs to be borne by the Owners
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separately (but not jointly) in proportion to their Ownership
Shares. All insurance shall contain a waiver of subrogation clause
against the other parties hereto.
SECTION 8.02. Claims cognizable under workers
compensation acts or temporary disability benefits laws or any other
benefits under workers compensation or analogous statutes and the
expenses of defending or disposing of the same, attributable to the
ownership or operation of the Station, which are not covered in full
by insurance procured in accordance with the preceding paragraph
shall (to the extent not covered by such insurance) be treated as
Station costs to be borne by the Owners separately (but not jointly)
in proportion to their Ownership Shares.
SECTION 8.03. All losses, damages, expenses, penalties,
liabilities and claims (including those in respect of property
damages and personal injury but not including derivative claims)
asserted by third parties in connection with, or arising out of, the
construction, operation, maintenance, repair, decontamination and
decommissioning of the Station or any portion thereof, and the
expenses of defending against or disposing of the same, attributable
to any property, policy, system, design or process in existence at
or prior to the time that responsibility for the operation,
maintenance, repair, decontamination or decommissioning of the
Station is transferred to the Operating Corporation or is developed
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after the transfer, or which is attributable to any employee
transferred to the Operating Corporation by any Owner, or by any
employee hired by the Operating Corporation after the transfer of
authority to the Operating Corporation, and which are not covered in
full by insurance procured in accordance with the Insurance
Memorandum executed by the Owners on December 28, 1981 (or any
successor insurance arrangement) shall (to the extent not covered by
such insurance) be treated as Station costs to be borne by the
Owners severally (but not jointly) in proportion to their Ownership
Shares.
SECTION 8.04. The Owners have heretofore been acting for
their mutual benefit, at cost and without opportunity for profit, in
connection with the Station, pursuant to the terms of the Ownership
Agreement. In recognition of that fact, the Owners accept "AS IS"
the condition of the property of the Station, the employees
transferred to the Station and any policy, system, design or process
developed for the construction, operation, maintenance, repair,
decontamination and decommissioning of the Station. Each of the
Owners hereby expressly waives (on behalf of itself and its
successors and assigns and anyone claiming an interest on behalf of
or through said Owner) any right it may have to recover for any
cause (including negligence), from any other Owner for any losses,
damages, liabilities, penalties, fines, claims or expenses
(including, without limitation, damages to the property of the
Station, purchase of replacement power, and the costs of
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repairing, decontaminating or decommissioning such property)
including, but not limited to, those caused by any property, policy,
system, design or process in existence at or prior to the time that
responsibility for the operation, maintenance, repair,
decontamination or decommissioning of the Station is transferred to
the Operating Corporation, or by any employee transferred to the
Operating Corporation by any Owner.
SECTION 8.05. Each Owner shall take all action necessary
and appropriate to provide indemnification proportionate to its
Ownership Share to the Operating Corporation and to all directors,
officers, employees and agents of the Operating Corporation to the
full extent permitted by law. The action taken by each Owner shall
be subject o the approval of the other Owners.
SECTION 8.06. If any Owner, by reason of joint or several
liability or otherwise, shall be required to make any payment or
incur any obligations attributable to the construction, operation,
maintenance, repair, decontamination or decommissioning of the
Station in excess of its respective Ownership Share, the other
Owners shall indemnify and reimburse such Owner proportionately to
their Ownership Shares to the extent of any such excess together
with interest on such excess (for the period between the payment by
the Owner to be so indemnified and its receipt of such
indemnification), at a rate substantially equivalent and pursuant
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to the indemnified Owner's overall rate of return allowed in the
last rate case of such Owner; except that with respect to KEPCo
(inasmuch as it has no overall rate of return) such rate shall be
substantially equivalent and pursuant to KEPCo's total cost of
funds.
ARTICLE 9
MISCELLANEOUS
SECTION 9.01. Nothing in this Agreement shall be deemed
to create or constitute a partnership, joint venture or association
among the parties hereto or any of them, the sole purpose of this
Agreement being limited to provision for the orderly and efficient
operation, maintenance, repair, decontamination and decommissioning
of the Owners' respective separate and undivided tenancy-in-common
interests in the Station.
SECTION 9.02. Any notice, demand, or request for consent,
provided for in this Agreement or made in connection herewith, shall
be deemed to be properly served upon an Owner or the Operating
Corporation if given in writing and delivered in person or sent by
registered or certified mail, postage prepaid, addressed to the
chief executive officer of the Owner or the Operating Corporation at
its then principal office.
SECTION 9.03. Each Owner shall determine the basis and
method it will use for purposes of depreciation and other matters
where investment in Station property is relevant.
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ARTICLE 10
BINDING EFFECT; AMENDMENTS AND MODIFICATIONS
SECTION 10.01. This Agreement shall become effective as
provided for in Section 10.03 hereof. This Agreement shall terminate
concurrently with the termination of the Ownership Agreement, unless
it shall have been previously terminated by the unanimous agreement of
the Owners; provided, however, that this Agreement shall be amended
and modified as necessary or appropriate to accommodate an Additional
Unit(s) at the Station Site if Ownership Interests in the Common
Facilities at the Station are to be adjusted to reflect the Additional
Unit(s) pursuant to the provisions of the Ownership Agreement.
SECTION 10.02. Any Owner may propose in writing an
amendment, modification or supplement to this Operating Agreement. No
amendments, modifications or supplements shall be effective unless and
unless so proposed to and considered by the Owners, reduced to
writing, approved and executed by all the Owners and the Operating
Corporation, and each of the Owners and the Operating Corporation
shall have obtained, in form satisfactory to it and to the other
parties hereto, any and all authorization from governmental bodies
having jurisdiction over it (or them) for such of the matters provided
for in such amendment, modification or supplement as such Owner and/or
the Operating Corporation shall deem necessary or appropriate. No
amendments affecting the Operating License of the Station shall be
effective unless and until approved by the Nuclear Regulatory
Commission or any successor agency.
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SECTION 10.03. This Agreement shall become effective upon
its execution and when the boards of directors and/or executive
committees of each of the Owners and of the Operating Corporation
shall have authorized or ratified this Agreement and authorized its
implementation, but this Agreement shall not become operative until
I. each of the Owners and the Operating Corporation
shall have obtained any and all authorization from governmental
bodies having jurisdiction over it (or them) for such of the
matters provided for in this Agreement as such Owner and/or the
Operating Corporation shall deem necessary or appropriate; or
II. 12:01 A.M., January 1, 1987, whichever shall last
occur. Each of the Owners shall advise the other Owners and
the Operating Corporation when these conditions applicable to
said Owner shall have been satisfied.
ARTICLE 11
SUCCESSORS AND ASSIGNS
SECTION 11.01. This Agreement shall inure to the benefit
of and be binding upon the successor and assigns of each Owner, and
of the Operating Corporation, provided, however, that rights and
obligations of an Owner in, or arising from, this Agreement shall
not be assigned except in connection with the transfer by an Owner
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of an Ownership Share in all or any portion of the Station, in which
event the Owner shall assign and shall cause such transferee to
assume the related portion of its rights and obligations under this
Agreement, all as provided for in Paragraph 3.8 of the Ownership
Agreement, and to acquire from such Owner the related shares of
capital stock of the Operating Corporation.
ARTICLE 12
GOVERNING LAW
SECTION 12.01. This Agreement has been executed and
delivered in the State of Kansas and is intended to be construed in
accordance with, and to be governed by, the laws of that State.
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IN WITNESS WHEREOF, the parties hereto have caused these
presents to be executed and delivered as of the day and year first
above written.
ATTEST: KANSAS GAS AND ELECTRIC COMPANY
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
Asst. Secretary
ATTEST: KANSAS CITY POWER & LIGHT COMPANY
/s/ X. X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
Secretary
ATTEST: KANSAS ELECTRIC POWER COOPERATIVE, INC.
/s/ X. X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
Secretary
ATTEST: WOLF CREEK NUCLEAR OPERATING CORPORATION
/s/ A. Xxxx Xxxxxxxx By: Xxxxxxx X. Xxxxxx
Secretary
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