EXHBIT B-4
WOLF CREEK
GENERAL SUPPORT SERVICES AGREEMENT
This Wolf Creek General Support Service Agreement is made and
entered into this 1 day of JANUARY , 198 7 , by and between
Kansas Gas and Electric Company (hereinafter referred to as "KG&E") and
Kansas City Power & Light Company (hereinafter referred to as "KCPL")
and Kansas Electric Power Cooperative, Inc. (hereinafter referred to as
"KEPCo").
WITNESSETH:
WHEREAS, KG&E, KCPL AND KEPCo (hereinafter referred to
collectively as "Owners" and individually as "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") and
WHEREAS, the Owners agreed to establish Wolf Creek Nuclear
Operating Corporation (hereinafter referred to as "WCNOC") to serve as
the Operating Agent for the Station and the duties and responsibilities
of WCNOC and the Owners are set out in the 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 Operating Corporation dated April 15,
1986, and
WHEREAS, the Owners recognize that certain services relating to
Station facilities can more economically be provided by the Owners; and
WHEREAS, the Owners are willing to perform such services on behalf
of themselves and the other Owners.
NOW, THEREFORE, in consideration of these premises, the parties
hereto do hereby agree as follows:
1. WCNOC is authorized to issue from time to time to the
Owners a request to bid upon the furnishing of services
and/or materials to WCNOC whether for a specific service or
services of an ongoing nature. Upon evaluation of the
responses to such request, WCNOC may then issue to the
successful bidding Owner an Owner Work Order (hereinafter
referred to as "OWO"). The OWO shall, among other things,
contain a detailed description of the services and/or
materials
to be provided and the labor and material rates and costs,
and shall be signed by authorized representatives of WCNOC
and the successful bidding Owner. Each OWO shall be
considered a supplement to this agreement and is
incorporated herein by reference.
2. The Owner shall perform those services identified in the
OWO on behalf of itself and the other Owners at the rates
and charges set forth in Exhibits A-1 through A-3 and any
successors thereto. These rates and charges shall be
determined in accordance with sound accounting practices,
shall include reasonable and appropriate indirect costs,
including overheads, and shall be determined without profit
to the Owner. The rates and charges set forth in Exhibits
A-1 through A-3 shall be in effect from January 1, 1987
through December 31, 1987. The rates and charges shall be
adjusted on an annual basis upon the mutual agreement of
the Controllers of each Owner with the first adjustment
being effective January 1, 1988.
3. Except as WCNOC and the Owner providing such service under
the OWO may otherwise agree, WCNOC shall be responsible for
determining the procedures to be followed relative to the
furnishing of such assistance and for making any reports to
governmental authorities, except as prohibited or required
by Title 10 of the Code of Federal Regulations or any other
applicable governmental regulations or laws.
4. Each Owner, on a monthly basis, shall furnish the other
Owners with a detailed statement of all costs and expenses
paid or incurred by that Owner in connection with the
services enumerated in each OWO issued to it for which it
has performed work during that billing month. Statements
for costs and expenses shall be addressed to:
Kansas Gas and Electric Company
X.X. Xxx 000
Xxxxxxx, Xxxxxx 00000
Attention: Vice President-Nuclear
Kansas City Power & Light Company
0000 Xxxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Senior Vice President
System Power Operations
Kansas Electric Power Cooperative, Inc.
X.X. Xxx 0000
Xxxxxx, Xxxxxx 00000
Attention: Executive Vice President
-2-
Statements for costs and expenses shall also be forwarded
to WCNOC at the following address for verification:
Wolf Creek Nuclear Operating Corporation
X.X. Xxx 000
Xxxxxxxxxx, Xxxxxx 00000
Attention: Purchasing
The Owner receiving services shall make payment within
thirty days after receipt of the xxxx.
5. If the services are to be performed by employees of an
Owner at a location different from their regular place of
employment, the services shall be deemed to commence when
the employee begins preparation to depart from his regular
work location to perform the services requested. The
services shall be deemed to have terminated when the
employee has returned to his regular work location.
6. All time sheets and work records pertaining to services
performed under this agreement shall be retained by each
Owner at least as long as required by the Federal Energy
Regulatory Commission Regulations To Govern The
Preservation of Records of Public Utilities and Licensees.
Each Owner will, during normal working hours and upon
reasonable notice, make available as appropriate, all such
time sheets and work records, to appropriate personnel of
the Owners and WCNOC upon written request by the Owners and
WCNOC. The Owners acknowledge that for obligations which
may arise under the terms of this agreement, the Owners
shall be severally, but not jointly, liable in proportion
to their ownership shares in the Station.
7. Each Owner hereby expressly waives (on behalf of itself and
its successors and assigns and anyone claiming an interest
on behalf of or through it) any right it may have to
recover for any cause (including negligence) from any Owner
and its employees for any losses, damages, liabilities,
penalties, fines, claims or expenses which may occur in
connection with or arise out of the services performed
under this Agreement. Each Owner shall indemnify and hold
each Owner and its employees harmless from claims asserted
by third parties (including claims asserted by other
Owners) for losses, damages, liabilities, penalties, fines,
claims or expenses which may occur in
-3-
connection with or arise out of the services performed under
this agreement even if such services were negligently
performed. Provided, however, that nothing in this section
shall relieve any Owner of any of its duties or obligations
under Section 6.4 of the Wolf Creek Generating Station
Ownership Agreement, dated as of December 28, 1981, and
under Section 8.3 of the Wolf Creek Generating Station
Operating Agreement dated April 15, 1986.
8. This Agreement shall become effective upon its execution
but shall not become operative until (a) each of the Owners
and WCNOC shall have obtained any and all authorizations
from governmental bodies having jurisdiction over it (or
them) necessary for the transfer of responsibility of the
Station from KG&E to WCNOC or (b) 12:01 a.m. January 1,
1987, whichever shall last occur.
9. EXCEPT AS SPECIFICALLY SET FORTH IN THE AGREEMENT, EACH
OWNER MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
WITH RESPECT TO THE GOODS AND/OR SERVICES PROVIDED
HEREUNDER, AND EXPRESSLY MAKES NO WARRANTY OF
MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE.
10. The failure of any Owner at any time to require performance
by the other party of any provision of this Agreement shall
in no way affect the right of such party thereafter to
enforce the same, nor shall the waiver by either party to
any breach of any provision of this agreement by the other
party be taken or held to be a waiver by such party of any
succeeding breach of such provision or a waiver of the
provision itself, nor shall such waiver affect the
enforceability of any other provision in this Agreement.
11. In the event any provision of this Agreement or the
application thereto to any person or circumstance shall be
held to be invalid under any final decision by a court
having jurisdiction in the premises, the remainder of the
agreement and its application to persons or circumstances,
other than those to which it was held invalid, shall not be
affected thereby.
12. The validity, interpretation, and performance of the
agreement and each of its provisions shall be governed by
the laws of the State of Kansas.
-4-
13. This Agreement shall be for an initial term of one year
beginning January 1, 1987, and from year to year thereafter
until terminated. Each party, upon ninety (90) days prior
written notice to the other party may terminate this
agreement at the expiration date of any successive one year
term. Such termination shall not affect any obligation
incurred hereunder prior to the effective date of such
notice, which obligation arises out of events occurring
prior to that date.
14. This agreement contains the entire agreement among the
Owners and no amendment, modification or supplement hereto
shall be binding unless in writing.
15. This agreement shall not be assigned by any Owner without
the prior written consent of the other Owners.
IN WITNESS WHEREOF the Owners have caused this Agreement to be
executed by duly authorized officers as of the day and year first
written above.
ATTEST: KANSAS GAS AND ELECTRIC COMPANY
/s/ Xxxxxxx X. Xxxxxxx By /s/ Xxxxx X. Xxxxxxx
Secretary Vice President-Nuclear
ATTEST: KANSAS CITY POWER & LIGHT COMPANY
/s/ Xxxxxx Sell Xxxx By /s/ X. X. Xxxxx
Secretary Senior Vice President-System Power
Operations
ATTEST: KANSAS ELECTRIC POWER COOPERATIVE, INC.
/s/ X. X. Xxxxxx By /s/ Xxxxx X. Xxxxx
Secretary Xxxxx X. Xxxxx, President
WCNOC acknowledges receipt of a copy of the above agreement, and
consents to the provisions applicable to it.
ATTEST: WOLF CREEK NUCLEAR OPERATING CORPORATION
/s/ Xxxxxx X. Xxxx By /s/ X. X. Xxxxxxx
Secretary President
-5-
EXHIBIT A-1
RATES FOR GENERAL SUPPORT SERVICES AGREEMENT
KG&E
The rates for General Support Services to be provided by KG&E are set
out below and shall be adjusted by the Controllers of the Owners
quarterly.
KG&E labor shall be billed at actual labor rates.
Fringe benefit costs shall be billed at 19% of the labor cost.
Service overhead costs shall be billed at 12.98% of the labor costs.
Materials shall be billed at cost plus 17% for purchasing and stores
overheads.
EXHIBIT A-2
RATES FOR GENERAL SUPPORT SERVICES AGREEMENT
KCPL
The rates for General Support Services to be provided by KCPL are set
out below and shall be adjusted by the Controllers of the Owners
quarterly.
KCPL labor shall be billed at actual labor rates.
Fringe benefit costs shall be billed at 18.8% of the labor cost.
Service overhead costs shall be billed at 21.3% of the labor costs.
Materials shall be billed at cost plus 25% for purchasing and stores
overheads.
EXHIBIT A-3
RATES FOR GENERAL SUPPORT SERVICES AGREEMENT
KEPCO
The rates for General Support Services to be provided by KEPCO are set
out below and shall be adjusted by the Controllers of the Owners
quarterly.
KEPCo labor shall be billed at actual labor rates.
Fringe benefit costs shall be billed at 33.58% of the labor cost.
Service overhead costs shall be billed at 18.14% of the labor costs.
