Exhibit C-41
Facilities Use Agreement
by and between
St. Xxxxxx Light & Power Company and Kansas City Power &
Light Company
for Access by Kansas City Power & Light Company to the
Xxxxxx-Fairport-St. Xxxxxx 345 Kilovolt Interconnection
THIS AGREEMENT, made the 5th day of March, 1990, by and
between St. Xxxxxx Light & Power Company ("SJLP"), a
Missouri Corporation, and Kansas City Power & Light Company
("KCPL"), a Missouri Corporation;
WITNESSETH:
WHEREAS SJLP and KCPL ("Party" or "Parties") are each
the owner and operator of an electric utility system,
including facilities for generation, transmission,
distribution and sale of electric power and energy, and
WHEREAS the electric systems of the Parties are
interconnected at 345 kV at their jointly owned Iatan
substation, as well as at other locations, and
WHEREAS the Parties are participants along with five
other electric utilities, in a transmission interconnection
project known as the Xxxxxx-Fairport-St. Xxxxxx 345 Kilovolt
Interconnection ("CFSI") and
WHEREAS the CFSI participants have entered into an
agreement to construct the necessary 345 kV transmission
lines and other facilities, along with three terminals
("Terminal Facilities") through which the seven CFSI
participants will access the CFSI as "Points of
Interconnection" (as these two terms are defined in the CFSI
agreement), and
WHEREAS the CFSI agreement provides that each CFSI
participant, either by direct ownership or by other means,
will be responsible for the expense of owning and operating
an equal one-seventh share of the transmission line and
certain other "Joint Facilities" (as this term is defined in
the CFSI agreement) and shall provide for its own access to
the CFSI through one of the three sets of Terminal
Facilities, and
WHEREAS the CFSI agreement provides that one of the
three sets of Terminal, Facilities will be located at the
St. Xxxxxx 345 kV substation, owned and operated by SJLP,
and that the financial and liability responsibilities for
the ownership and operation of the SJLP Terminal Facilities
will be established in a separate agreement between SJLP and
KCPL, and
WHEREAS KCPL desires its Point of Interconnection with
the CFSI to be SJLP's Terminal Facilities and desires to
transfer power and energy from and to those Terminal
Facilities by use of SJLP's existing 345 kV line in service
between the Iatan and the St. Xxxxxx substations, and
NOW THEFORE, in consideration of the premises and of
the mutual covenants herein set forth, the Parties agree as
follows:
1. SJLP shall design, construct, own, operate and maintain
the Terminal Facilities called for in the CFSI agreement at
its St. Xxxxxx Substation according to such standards and
procedures as are agreed to by the Parties. KCPL shall be
provided opportunity to review SJLP's activity in these
matters to verify that SJLP is in compliance with the
provisions of this paragraph.
2. The costs of such construction shall include any costs
for the work of relocating or modifying any substation or
line facilities in or near the St. Xxxxxx Substation which
may not be a part of the Terminal Facilities but which
relocation or modification is made necessary by the
installation of the Terminal Facilities.
3. Due to the physical arrangement of the existing 345 kV
equipment at the St. Xxxxxx Substation, as well as the need
to rearrange certain 345 kV line exits in order to obtain
the most effective substation configuration, the Fairport-
St. Xxxxxx segment of the CFSI will terminate between two
existing circuit breakers, one of which is shown in Exhibit
A of the CFSI agreement as a component of the St. Xxxxxx
Terminal Facilities. The connection of the Fairport line
will, however, require a new 345 kV circuit breaker to be
installed in another location on the 345 kV bus at the St.
Xxxxxx Substation. For the purpose of establishing SJLP's
construction, ownership, operation and maintenance costs
attributable to its Terminal Facilities referred to in
paragraph 4 below, the costs associated with the new circuit
breaker will be used rather than those of the existing
circuit breaker which is located in the position of the
Terminal Facilities.
4. In recognition for the right of access provided in
paragraph 6 below, KCPL agrees to reimburse SJLP or
otherwise take responsibility for fifty percent (50%) of
SJLP's one-seventh share of the expense of owning the CFSI
Joint Facilities and fifty percent (50%) of SJLP's expense
of constructing, owning and operating SJLP's Terminal
Facilities. Upon completion of the Terminal Facilities and
any related work, and placing the terminal in service, SJLP
shall certify to KCPL the total cost of the work including
all appropriate overheads. Beginning at the time the
Terminal Facilities are placed in service, KCPL agrees to
pay SJLP each month during the term of this Agreement,
within six working days of receipt of SJLP's invoice, a fee
as set forth in Exhibit A. The initial and final monthly
payments shall be prorated for fractional parts of a month
if applicable.
5. KCPL agrees that, during the term of this Agreement,
any future additions to or upgrades of the Terminal
Facilities which are necessary and appropriate for the
continued operation of the CFSI for the purposes
contemplated in the CFSI agreement, including conversion to
breaker-and-one-half arrangement in the event the St. Xxxxxx
Substation is expanded beyond the. present six-bay ring bus
arrangement, will be constructed by SJLP and will be
included as a part of the Terminal Facilities at the time
such added or upgraded facilities are placed in service.
6. SJLP agrees that KCPL, by meeting its obligations
under this Agreement, shall have the right to access the
CFSI over SJLP's Iatan - St. Xxxxxx 345 kV line and across
its St. Xxxxxx Substation facilities ("Path") to the
Terminal Facilities at the St. Xxxxxx Substation subject to
the following conditions:
a) KCPL shall have a right to schedule power and energy
under the CFSI service schedules over the Path, subject
to all terms and conditions of the CFSI agreement, in
each direction in amounts up to KCPL's proportionate
share of the capacity of the Path as set forth in
paragraph 6(d) below.
b) SJLP shall have a right to utilize the Path for any
purpose in each direction in amounts up to SJLP's
proportionate share of the capacity of the Path as set
forth in paragraph 6(d) below.
c) If either Party does not fully utilize its capacity
rights as set forth above in (a) and (b), the other
Party may utilize such unused capacity; subject
however, to recapture by the entitled Party upon 24
hours notice. In the event that the application of the
24 hour notice provision of this subparagraph results in
a consistent impediment to the ability of one Party
to utilize its proportionate share of the capacity of
the Path, the Parties shall, by mutual agreement,
adopt such alternate provisions as will
effectively remove such impediment.
d) KCPL's proportionate share of the capacity of the Path
shall be equal to 475 divided by the nominal capacity of
the Path expressed in megavolt-amperes. SJLP's
proportionate share shall be equal to 1.0 minus KCPL's
proportionate share. The nominal capacity of the Path is
950 MW; however, SJLP may, at its own expense, upgrade
the conductor and/or other facilities of the Path to
increase the nominal capacity rating. If SJLP elects to
increase the nominal capacity rating, it shall promptly
notify KCPL of such action. Any temporary reduction in
the current carrying capacity of the Path shall be
treated as a curtailment incident under the procedures
set forth in paragraph 6(e) below and not as a reduction
of the nominal capacity rating.
e) In the event of a necessity, for any reason, to curtail
schedules over the Path, the following priorities shall
be observed:
i) SJLP's use of the Path for schedules related to any
generating capacity located at the Iatan Station
which SJLP owns, or may own or contract for during
the term of this Agreement, shall have the highest
priority.
ii) SJLP's emergency service transactions and/or capacity
transactions which are not provided for in (i) above
shall be of equal priority with KCPL's emergency
service and/or capacity transactions and shall have
the second highest priority.
iii) SJLP's energy transactions and KCPL's energy
transactions shall have equal priority and shall
have a priority lower than the transactions listed
in (i) and (ii) above.
iv) Procedures for curtailment shall follow the principle
that curtailments within each category of transaction
shall be accomplished by first reducing each Party's
scheduled transactions to its proportionate share of
the nominal capacity of the Path and then reducing
the remaining transactions in proportional amounts
until the necessity to curtail is alleviated.
7. This Agreement shall become effective upon its
execution by the Parties and shall be coterminous with and
shall remain in effect concurrently with the CFSI agreement,
so long as KCPL remains a participant in the CFSI agreement.
8. This Agreement shall be amended in the event that the
CFSI agreement is amended in a manner that causes material
change in the terms, conditions or underlying concepts
contemplated by or embodied in this Agreement.
If, however, the Parties are unable to reach
agreement on an amendment in the above
circumstance, then this matter shall be resolved
by arbitration in accordance with the provisions
of the following paragraph 9.
9. In the event of any dispute between the Parties arising
under this Agreement, each Party shall have the right to
appoint a disinterested person as arbitrator and the matter
or matters in dispute shall be decided by said arbitrators
and in the event that said arbitrators are unable to agree,
said arbitrators shall appoint a third and disinterested
party and the decision of two of the three shall be binding
and conclusive upon the parties hereto, and in the event
that the said two arbitrators shall be unable to agree with
respect to the appointment of a third, such third arbitrator
or umpire shall be appointed by the Senior Judge then
sitting in the Western District of the United States
District Court for the State of Missouri. Other than as
provided for herein, the submission of any controversy
arising under this Agreement to arbitration shall be in such
manner as is provided for under the Missouri General
Arbitration Act, Sections 435.350 et seq., X.X.XX.
10. All risk, loss and damage paid to third parties arising
out of the ownership, construction, operation, or
maintenance of the Terminal Facilities, as that ownership,
construction, operation or maintenance relates to
performance of obligations under this Agreement, shall be
borne equally by the Parties except that, in the case of
willful or wanton action on the part of one Party, that
Party shall bear full responsibility for any third party
liability arising from such willful or wanton action and
shall indemnify, hold harmless and defend the other Party
from all demands, claims, losses or liabilities arising from
such willful or wanton action.
11. The Parties shall not be considered to be in default
with respect to any obligation hereunder if prevented or
delayed in whole or in part from fulfilling such obligation
by reason of uncontrollable forces, provided that the
provisions of this Section shall not apply to the obligation
for payments to be made under this Agreement. The term
"Uncontrollable Forces" shall mean storm, flood, lightning,
earthquake, fire, explosion, failure of facilities not due
to lack of proper care or maintenance, civil disturbance,
labor disturbance, sabotage, war, national emergency,
restraint by court or act of a public authority, or other
causes beyond the control of the Party affected, which such
Party could not reasonably have been expected to have
avoided by exercise of due diligence and foresight. Any
Party unable to fulfill any of its obligations by reason of
Uncontrollable Forces will exercise its best efforts to
remove such disability with reasonable dispatch, provided
that neither Party shall be required to settle or resolve
labor disturbances or strikes or to accept or agree to
governmental or regulatory orders or conditions without
objection or contest on any basis not acceptable to such
Party in its sole discretion. Notice of Uncontrollable
Forces shall be given by the Party affected as soon as
reasonably possible, but in no event later than 48 hours
after learning of such Uncontrollable Forces.
12. All notices hereunder shall be properly addressed to
the Chief Executive Officer for the Party concerned and
shall be given by receipted personal delivery or courier
service or by tested telex or other teletransmission device
capable of creating a written record of such notice and its
receipt. Notices hereunder shall be effective upon receipt.
13. This Agreement shall be binding upon and its benefits
shall inure to the Parties and their successors and assigns;
however, no transfer of any rights or obligations herein
shall occur without the prior written consent of the other
Party (said consent not to be unreasonably withheld) except
in cases of transfer to a trustee or receiver in bankruptcy
of a Party, to a foreclosing mortgagee of a Party, to any
successor to all or substantially all of the electric
properties of a Party, whether by reorganization, merger, or
consolidation, but only if such successor or assignee in
such cases where no consent is required shall covenant in
writing delivered to the other Party to assume the
obligations of such Party so assigning and transferring this
Agreement.
14. Any waiver at any time by a Party of its rights with
respect to a default under this Agreement, or with respect
to any other matter arising in connection with this
Agreement, shall not be deemed a waiver with respect to any
other default or matter.
15. It is understood and agreed that all representations,
understandings and prior negotiations are merged into this
Agreement, and that this Agreement constitutes the sole and
entire Agreement between the Parties and no modification
hereof shall be binding unless made a part hereof in writing
executed by both Parties.
16. SJLP will have the responsibility of obtaining all
required prior approvals from any regulatory body having
jurisdiction over the subject matter of this Agreement, and
to use its best efforts to obtain all such approvals prior
to December 31, 1991. KCPL agrees to assist fully and share
equally in the cost of SJLP's obtaining these approvals.
This Agreement shall not be operative until all such
approvals are obtained.
17. The Parties intend that this Agreement shall be changed
only by written amendment executed by the Parties, and that
it shall not be changed by any filing or application with
the Federal Energy Regulatory Commission pursuant to
Sections 205 or 206 of the Federal Power Act, or by any
filing, application or request made to any other regulatory
body or approving authority having jurisdiction over this
Agreement.
18. To the extent necessary to effectuate the provisions of
this Agreement and to the extent it is not inconsistent with
any specific provision of this Agreement, the CFSI agreement
referred to above, as the same may be amended from time to
time, is hereby incorporated in this document by reference.
Executed as of the date first herein above written.
THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH
MAY BE ENFORCED BY THE PARTIES.
ST. XXXXXX LIGHT & POWER COMPANY
Attest: /s/Xxxxx X. Xxxxxxxxxxx
/s/Xxxx X. Xxxxx Title: President & Chief
Executive Officer
KANSAS CITY POWER & LIGHT COMPANY
Attest: /s/A. Xxxx Xxxxxxxx
/s/Xxxx Xxxxxxxxx Title: President & CEO
