Free Motion to Consolidate Cases - District Court of Federal Claims - federal

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 1 of 30

%G CONTP~a-CT NO. 83-6-ND-68,' "~ .;,,, D~R'I'MF}{'{" ~ ~Y ~0~&% . ~I~ DE-CR01-83NE444~

S~ G~P~TING STATION -NOS. 1 A~ 2 UNITS FOR D~O~L oF SPE~ ~ ~EL AND/OR HI~L

I~83 ~ by and betwee~ the UNI-FED 5TATF~ OF AMERICA {hereinafter referred to as the "~overnment-=) . represented by the UNIT~'D STAT'r.S DEPARTMENT OF F.NERGY PUBLIC SERVICE ELECTRIC (he, after r~fer-re(~ I~. a~ "OOE~) anal AND GAS COMPANY , (hereinafter. referre~ t~ as :he "Purchaser=) . e corpora~o~ organiz~ and existing under the laws ~f the Sta~e of New Jersey acting on its own behalf as managing ~=~. for Salem Generati~ Station, Nos. 1 and 2 Units and on behalf of the joint owners, Philadelphia Electric company, Atlantic City Electric Company, and Delmarva Power and Light Company.

WHEREA3. the DOE has the responsib$1i~ for th~ disposal of spent n~lear fuel and high-level r~io~ive ~st~ ofd~e~ic orig,, fr~ civilia~ nuclear ~r ~a~: in o~er ~ prot~ ~ p~lic h~al@ ml safety, an the

WH~EA5. :he OOE ha~ th~ responsibility ~ fol 1 o.i ng co~menc~ent of operation of ¯ reposi:or~, to i:ake title i:~ the spent nuclearfuel or high-level radioactive w~ste i nvolve~ as expeditiously as practicable uponthe request Of th~ gener~tor~or owner of suc~ w~ste or spent nuclear fuel ; WHERF.~S, all cos-t~, associated with the preparatio,,, transportation, and '=he disposal of ~pent nuclear fuel and high-level ~dioactive waste fr~ &Ivili~ nuc]e~ ~r reactors shall be~e by the ~ers ~d generators of such fuel and waste; and

Ol

COF0201171

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 2 of 30

WHaRF.AS, :be DOE is r~quired to r~llect a full cos~ r~covery fee from owners and generators delivering to the DOE such spent nuclear fuel and/or high level radioactive waste; and
WHEREAS, the DOE is au~horized to enter into contracts for-the p~rmanent disposal of spent nuclear fuel ~nd/or high-level radioactive waste of . domestic origin in DOE facilities; and WHERF_~S, th.e Purchaser desires to obtain disposal services from DOE; and WHEREAS, DOE is obligated and willing to provide such disposal services, under the terms and conditions hereinafter set forth; and WHEREAS thi~ contract is made and entered into under the authority of the DOE Organization Act (Pub. L. 95-91, 42 U.S.C. 7101 et se~) and the Nuclear Waste Policy Act of 1982 (Pub. L. 97-425, 42 U.S.C, 101.01 et se~) NOW, THEREFORE, the parties hereto do hereby agree as follows: ARTICLE I - DEFINITIONS A~ used throughout this contract, the following terms shall set forth below: I. The term "assigned three-month period" means the period that each Purchaser will be assigned by DOE, giving, due consideration to the Purchaser's assignment preference, for purposes of reporting kilowatt hours generated by the Purchaser's nuclear power r~actor and for establishing fees due and payable to DOE. l'ne term "cask" means a c~ntainer for shi.pping spent nuclear fuel and/ or high-level radioactive waste which meets all .applicable r~gulatory requi r~ments. 2 have the meanings

COF0201172

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 3 of 30

The term "civilian muclear power r~actor" means a civilian nuclear p~er~lant reouired to be licensed under Sections 103 or i04(h) of the Atomic Energy Act of 1954, as amended (42 U.%.C. 2133, 2!34(b)). The term, ~Comm~ssion" means the United States Nuclear Regulatory Com~i ssi on o T~e-term "contract" means this agreement ar.d apy duly executed amendment or modificatio~ thereto.

6.

The term "Contracting Officer" means the person executing this contract on behalf of the Government, and any other officed or civilian employee who is a properly designated Contracting Officer of the DOE; and the term incl{~$es, except as otherwise provided in this contract, the authorized representative of a Contracting Officer ac~ing within the limits of his authori~. The term. "delivery" means the transfer of custody, f.o.b, carrier, of sRent nuclear fuel or high-level radioactive waste from Purchaser to DOE at the Purchaser's civilian nuclear power reactor or such other domestic si~ as may b~ designated by ~hePurchaser and approved by DOE. The term. "disposal" means the emplacememt in a repository of-high-level radioactivewaste, spent nuclear fuel, or other highly radioactive waste with no foreseeable intent of recover, whether or not such emplacement permits recovery of such waste.

COF0201173

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 4 of 30

9, The +.era "DOE" means the United States Depari~ent of Energy or any duly authorized rep.resentative thereof, including the Contracting Officer.

10.

T~e term "DOE facili,ty" means a facilit~ operated b~, or on behalf of DOE for the purpose of disposing of spent nuclear fuel and/or high-lev61 radioactive waste, or such other facility(ies) to which, spen: nuclear fuel and/or high-level radioactive waste may be shipped by DOE prior t~ its transportation to a disposal facility.

..ll.

T~e term "full cost recovery," means the recoupment by DOE, through Purchaser fees and any interest earned, of all direct costs, indirect costs, and all allocable overhead, consistent with generally accepted .accou~.ting princfiplesconsistently applied, of providing disposal services .and conducting activities authorize~ by the Nuc'~'e-~r Waste Policy Act of 1982 (Pub. L. 97-425). As used her.=in, the ter~ "cost" includes the application of Nuclear h'aste Fund monies for those uses expressly set forth in sectio~ 302(d) and (e) of the said Act: ar.d all other uses specified in the Act.

12. The term "high-level radioactive waste" (HLW) means ~a) the highly radioactive material resulting from the reprocessing of spent hi,clear fuel, including liquid waste produced directly in re~rocessi~g and amy solid material derived from such liquid waste that c~ntains fission products in sufficient concentra~ons~ and (b) other highly radioactive material that the Co~ission, consistent

with existing law, determines b~ rule reouir~s permanent isolation.

O4
COF0201174

13.

Case 1:01-cv-00551-BAF Document 146-2 Filed 01/05/2007 Page 5 of 30 The term "kilowatt "ours ~enera~ed" ~aann electric v generated by nuclear fuel at a ~±vilian ~u¢ ar po%m_r r~. ~¢tor specifie& in A[ pendlx i hereto as measured at the output te~mlnals of ~he turbine Ee.nerator, inclu~in~ an equivalent amount of elec~zlclty fnr any process, heat Eenerated bY the reactor and used o~1.er than at the reactor.

14.

The term "metric tons uranium" means that measure of w~ight.e~uivalent tn 2,Z04.6 pounds of uranium and othe~ ~issile and ferti]e material t~at are

loaded into a meacto~ core as ~resb fuel.
15. The term "Purchaser's site" m'eans the location cf Pumch~ser's civilian
nuclear power reactor or such other location as the Purchaser may

designate. !6. The term "quarterly Treasury rate" means the current value of funds rate as specified by the Treasury Fiscal Requi;rements ~!anual, Volumt l, Part 6, section 8020.20. This rate is published quarterly in the Federal Reeister prior to the beginning of, the affected quarter. 17. The term "shipping lot" means a specified quantity of spent nuclear fuel or high-level radioactive waste designated by Purchaser for delivery to ~OE beginning on a specified date. 18.
The term "spent nuclear "fuel" {SNF) means fuel that has been withdra~m from a nuclear reactor following irradiation, the constituent elements of which have not been separated by reprocesslng.

19.

The term "spent nuclear fuel and high-level radioactive waste of domestic origin" means Irradiate~ fuel material used, and radioactive wastes resulting from such use, in nuclear power reactors located only in the United States.

20.

The term "year" means the period which begins on October 1 and ends on September 30.

5
C0F0201175

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 6 of 30

ARTICLE II - SCOPE This contract applies to the delivery by Purchaser to DOE of S~F and/or HLW of domestic origin from civilian nuclear power reactors, acceptance of title by DOE. to such SRF and/or HLI~. subsequent transpor.tation, and disposal of such SNF and/or HLW and, with respect to such material,.esta~lishes .the.fees to be paid by the Purchaser for the services to be rendered hereunder by DOE. The SNF and/or HLW shall be specified in a delivery commitment schedule as provided in Article V below. The services ~o be provided by Dee under this contract shall begin, after commencz~ent of facility operations, not later than January 31, 1998 and shall continue until-such time as all SE and/or HLW from the civilian nuclear power reactors specified in Appendix A, annexed hereto and made a part hereof, has been disposed of. ARTICLE III - TERM The term of this contract shall be froa the date of execution until such time as DOE has accepted, transported from the Purchaser's site(s) and disposed of all SNF and/or HL~ of domestic origin from the civilian nuclear power reactor(s.) specified in Appen#ix A. ARTICLE IV - RESPONSIBILITIES OF THE PARTIES A. Purchaser'sResponsibilities l.. Discharge Information (a) On an annual basis, commencing October l, 1983, the Purchaser shall provide DOE with information on actual discharges to date and projected discharges for the next 6

O6
COF0201176

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 7 of 30

ARTICLE Xlil

- REPRESENTATION CONCERNING NUCLEAR HAZARDS I~DEHNITY

A. DOE represents that it will include tn its contract(s) for the operation of any DOE facility an indemnity agre~ent basedupon Section 170(d) of the Atomic Energy Act..of. 1954, as amended, a copy of which agreement shall be furnished to the Pu.rchaser; that ~nder said agreement, DOE shall have agreed to indemnify the contracto~ and other persons indemnified against claims for public liability (as defined in said Act) arising out of or in connection with contractual activities; that the indemnity shall apply to covered nuclear incidents which (i) take place at a contract location; or (2) arise out of or in the course of transportation of source, special nuclear or by-product material to or from a contract location, The obligatioh of DOE to indemnify shall be subject to the conditions stated in the indemnity agreement. B. The provisions of this Article XIIi shall continue beyond the term of this contract. ARTICLE XZV - ASSIGNMENT l~e rights and duties of the Purchaser may be assignable with transfer of title to the SNFand/or HLW involved; provided, however, that notice of any such transfer shall be made to DOE within ninety (90) days of transfer.

26

COF0201196

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 8 of 30

3. In the event that proprietar~ data of a third party, with respect to which the Purchaser is subject to restrictions on use or disclosure, is furnished with the Limited Rights Legend above, Purchaser shall secure the agreement of such ~hird party t~ the rights of-the Government as set forth in the Limited Rights Legend. DOE shall upon request furnish the na~es of those c~ntraczors to which proprietary data has been disclosed. ARTICLE XXII ENTIRE CONTRACT

A. This contract, which consists of Articles I t~hrough XXI! and Appendices A t~rough G, annexe~ hereto and made a part hereof, contains the entire a~reement between the parties with'respect to the subject ~at~er hereof. Ary representation, promise, or conditio~ not incorporated in this ~ontract shail not be binding on eithe~r party. No course of dealing or ~sage ef trade or course of per~orm.ance shall be relevant to explain or supple m, ent amy provision contained in this contract. B. Nothing in this contract is intended to affect in amy way the contractual obligation of any other persons with w~om the Purchaser may have contracted with respect to assuming some or all disposal costs or to accept title to S~IF and/or HLW

C. Apoendices: A. ~luclear Power Reactorls) or Other Facilities Covered B. Discharge Information (Ten Year; Annual) C. Del ivery Commitment. Schedul e
D. Final Deliver" Schedule E. General Specifications F. Detailed Description of .Purchaser's Fuel G. Standard Remittance Advice 33

COF0201203

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 9 of 30

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written. UNITED STATES OF AMERICA

(Contracting Offiter) Tb0mas 5. Keefe
PUBLIC SERVICE~ ELECTRIC AND GAS COMPANY ATTEST : .. ,~ BY: !",'{! ,( 4. L t./] -_ ..

(Assistant SecrEtary)

I ," ....

TITLE :

k

.

' / VICE PRESIDENT -

DATE :

JU

I, Marion Reynolds, certify that I am the Assistant Secretary of the corporation named as Purchser herein; that W. E. Manger Jr. who signed this document on behalf of the Purchaser was then Vice President - Corporate Services of said corporation; that said document was duly signed for and on behalf of said corporation by authoirty of its governing body and is within the scope of its corporate powers. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of said corporation this day of ¢/.~.~/,.~:__..~ ,1983. /5

¢/
.," --~ ----. t /: /"

,, /

¯

(Assistant "S?c: retary )

34

09
GOF0201204

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 10 of 30

PSE&G C~NTRACT NO. 83-6riND-684 AP.PENDIX..~ NUCLeaR POWER REACTOR(S~ OR OTHER FACILITIES COVERED

Purchaser

PUBLIC SERVICE ELECTRIC AND GAS COMP.ANY / june ~3, 1983

ContracZ Number/Da*.e DE-CROI-83NE4448D

ReacZor/Facility Name

Salem Unit No. !

$:reet City County/State Zip Code CapaciZy. (MWE) o Gross Reactor Type : BWR ["] PWR F~] Other (Identify) Facility Description Four loop Westinghouse PWR I124 Hancocks Bridge Salem / Ne~ Jersey
.08038

Date of Commencement of Operation (actual~) NRC License #: By ~%urchaser~: ~ DPR- 70

12/25/76 (?enerator on-line)

James P. BoFle Gener~ 1V~enc~ger --

Pumhcs_i~q

tlr.,l e

Daze

010
COF0201205

Case 1:01-cv-00551-BAF Document 146-2 Filed 01/05/2007 PSE&G CQNTRACT NO. 83-6-ND-684 ~PPENDIX A

Page 11 of 30

NUCL:..AR POWER REACTOR!S) OR OTHER FACILITIES COVERED Purchaser PUBLIC SERVICE ELECTRIC AND GAS COMPANY

Contract NumberlDate Reactor/Facil ity Name Lccation: Street City County/State Zip Code Capacity. (MWE) - Gross Reactor Type: BWR [-'] PWR O~her (Identify) Facility Description Hancocks Bridge. Salem

/
Salem Unit No. 2

N~w Jersey
08038

1149

Four loop Westinghouse PWR

Date of Commenczment of Operation (actual>~x~x~k~) NRC License #:

6/25/81 (generator on-line)

James P. Boyle General Manager Purchasing
// Signa:u{i Ti :1 e

011
COF0201206

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 12 of 30

RADIOACTIVE
THIS CONTRACT, anter~i-Ini:: i~is ]3th day of June by and between the UNITED STATT~ OF AMERICA (hereinafter r~ferred to as ~he "~overnmen~'), repre.sen~=d by the UNITED STAI~ I~ARTMEftT OF ~Iv~RGY PUBLIC SERVICE ELECTRIC (he.after ~fer~ to as m00E') and .......... AND GAS COMPANY ,, , (herinafter r~ferred to as =he "~urr.haser") , a corporai~ion organiz~ and

exl~Ing ~der ~he laws 0f~e$~a~e~

New Jersey

~ ~

,

acting on its own behalf as managing utility for Hope Creek Generating Station, No. 1 Unit and on behalf of the joint owner Atlantic City Electric Company.

~IT~ESSETM THAT:
WHEREAS,. the DOE has the r~sponsib$li%y for =he disposal of spent nuclear fuel and hlgh-l~el r~io~:Ive ~s~e of d~e~Ic origin fr~ civilian nuclear ~r r~c~ in o~er ~ pro~ ~h~- p~llc health ~d safety, ~n~ =be ~t ~m~n~; ~ WHEREAS, the DOE has i:he r~sponslb.ilit~, following ~encmnent of operation of a repository, to. i~e i:Itle to the spent nuclear fuel or high-level radioactive wasi:e involved as expeditiously as practicable upon'the reques~ of the generator:or omerof sur~h ~s~e .or spen: nuclear fuel; and WHEREAS, all costs associated with the preparation, transpor~atlon, and the disposal of spent nuclear fuel and high-level radioactive waste from civilian nuclear power reactors shall be borne by the m~ners and generators of such fu~l and was%e; and
¯

012

COF0201023

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 13 of 30

¯ IE?.EAS, the DOE is ~lui red to collect. ~ ful 1 cos~ recove~ fee fr~a o~ners and generators delivering ~.o the DOE such spen~, nuclear fuel and/or high level radioactive Waste; and

WHEREAS, the DOE is authorized t~ enter into contracts for-the p~rmanent dis~sal of spent nuclear fuel and/or high-level radioactive waste of " danestic origin in DOE ~acilities; and
WHEREAS, the Purchaseh desires to obtain disposal services from DOE; and WIIEREA5, DOE is obligated and willing to provide such disposal services, under the-terms and conditions hereinafter set forth; and WHEREAS thi~ contract is made and entered into under the authority of the DOE Organization Act (Pub. L. 95-91, 42 U.$.C. 7101 et sea~ and the ~uclear Waste Policy Ac~ of 1982 (Pub. L. g7-425, 42 Uo$.C~ 10101 e._~tseq.) NOW, THEREFORE, the pari:ies hereto do hereby agree as follows:

ARTICLE I - DEFINITIONS
As used throughout this contract, the following terms shall have themeanings se~ forth below: 1o The term "assigned three-month period* means the period that each Purchaser will be assigned by DOE, giving, due consideratio~ to the Purchaser's assignment preference, for purposes of reporting kilowatt hours generated by the Purchaser's nuclear power r~actor and for establishing fees due and payable to DOE. 2. The term *cask" means a container for shipping spent nuclear fuel and/ or high-level radioac:ive waste which meets all ~pplicable regulatory requi r~ents. 2

013
COF0201024

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 14 of 30

The ter~ "civ~lia.n nuclear power reacto~:~ means a civilian nuclear po~er~lant reouired to be licensed under Sections 103 or 104(h) of the Atomic Energy Act of 1954, as a~end-ed (42 U.S.C. 2133, 2134(b))o

¯ : ~.... The term "C~mission" means the United States huclear Regulatory Co~ ~si on. Tlie-term ~contract" means this agreement ar.d any duly executed amendment or modification thereto.

6.

The term "Contracting Off.icer~ means the person executing this contract on behalf of the Government, and" an~. other officer or civilian employee who is a properly designated Contracting Officer of ~ DOE; and the term incl~es, except as otherwise provided~ in ~his contract, the authorized representative of a Contracting Officer ac~ing within the lir,.its of his au~F.orityo The ter~ "delivery~ means the transfer of custody, f.o.b, carrier, of spent nuclear fuel or ~igh-level radioactive waste from Purchaser to DOE at the Purchaser's civilian nuclear power reactor or such other domestic site as may b? designated by thePurchaser and approved by DOE. The term. "dlsposal~ means the emplacement in a repository of high-level radioactivewaste, spen~ nuclear fuel, or Other hig~ily radioactive waste with no foreseeable inten= of recovery, wheth, er or not such emplacenent permits recovery of such waste.

014
C0F0201025

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 15 of 30

9.

The ~er~ "00£" means the United States Depa~ent of £ner~y or any duly authorized ~ep.resentative thereof, including the Contracting Officer. The term =DOE facili, ty" means a facility operated by or on behalf of DOE for the purpose of disposing of spent nuclear fuel and/or,high.level radioactive waste, or such other facility(lee) to which, spent nuclear fuel and/or high-level radioactive waste may be shipped by DOE prior to i~s transportation to a disposal facility. The term =full cost recovery," means the recoupment by DOE, through Purchaser fees and any interest eerned, of all direct costs, indirect costs, and all allocable overhead, consistent with generally accepted accounting principles, consistently appl led, of provl di ng disposal services and conducting actlvil:ies authorized by the Nuclear Waste Policy Act of 1982 (Pub. Lo 97-425). As use~ herein, theterm "cost" includes the application of Nuclear Waste Fund monies for those uses expressly set forth in section 302(d) and (e) of the said Act and all other uses specified in the Act.

12o

The term "high-level radioactive waste" (HLW) means {a) t~,e highly radioactive material resulting from the reprocessing of spent hi,clear fuel, including liquid waste produced direc1:ly in rel)rocessiPg and any solid material derived from such liquid waste that contains fission products in sufficient concentrations'; and (b} other highly radioacti-ve material that the Commission, consiste~,t

with existing law, dee~r~nes b~ rule r~uires permanent isolation.

015
COF0201026

Case 1:01-cv-00551-BAF
13.

Document 146-2

Filed 01/05/2007

Page 16 of 30

The term "kilowatt hours, generated" rean~ electri¢,~y generated by

nuclear fuel at a civilian nuc :~r po~er r~ ~ctor spec!fle~ in A~:pend!x
A hereto as measured at the output terminals of the turbine ge-nerator, Includ!ng an equivalent amount of electzlc_Ity for amy proces~ heat generated by the reactor and used ot'~er than at the reactor.

14.

The term "metric tons uranium" means that measure of weight .e~uivalent to 2,204.6 pounds of uranium and other ~issile and fertile naterial that are loaded into a reactor core as fresh fuel.

15.

The term "Purchaser's site" means the location cf Purchaser's civilian nuclear power reactor or such other location as the Purchaser may designate. "

16.

The term "quarterly Treasury rate" means the current value of funds rate as specified by t~e Treasury Fiscal Requirements ~!anual, Volume l, Part 6, section 8020.20. This rate is published quarterly in the Federal Register prior to the beginning of the affected quarter,

17.

The term "shipping lot" means a specified quantity of spent nuclear fuel or high-level radioactive waste designated by Purchaser for deliw_ry to POE beginning on a specified date.

18.

The term "spent nuclear "fuel" (S~IF) means fuel that has been withdravtn from a nuclear reactor following irradiation, the constituent elements of which have not been separated by reprocesslng.

19.

The term "spent nuclear fuel and high-level radioacti-ve waste of domestic origin" means irradiated fuel material used, and radioactive wastes resulting from such use, in nuclear power reactors located only in the United States.

20.

The term "year" means the period which ~egins on October l and ends on September 30.

016
C0F0201027

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 17 of 30

This co~tract applies to the delivery by Purchaser to DOE of SNF and/or HLW of domestic o~r~gin from civilian nuclear power reactors, acceptance of title by DOE to such SNF and/or HLW, subsequent transportation, and disposal of such SNF and/or HLW and, with respect to such matecia!, esta.blishes the fees to be paid by the Purchaser for the services to be rendered hereunder by DOE. The SNF and/or HLW shall be specified in a delivery commitment schedule as provided in Article V below. The services ~o be provided by DOE. under this contract shall begin, after commenc~ent of facility operations- not later than January 31,.1998 and shall continue until-such time as all SNF and/or NLW from the civilian nuclear power reactors specified in Appendix A, annexed hereto and made a part hereof, has been disposed of. ARTICLE III - TERM The term of this contract shall be from the date of execution until such time as DOE has accepted, transported from the Purchaser's site(s) and disposed of all SNF and/or HLW of domestic origin from the civilian nuclear power reactor(s) specified in Appen.dix A ®

ARTICLE IV o RESPONSIBILITIES OF THEPARTIES
A. Purchaser's Responsibilities Discharge Information

Ca)On

a~ annual basis, commencing October l, 1983, the

Purchaser shall provide DOE with information on actual discharges to date and projected discharges for the next 6

017
COF0201028

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 18 of 30

ARTICLE XIII

o REPRESENTATION CONCERNING NUCLEAR HAZARDS I~DEMNITY

Ao DOE represents that it will include in its contract(s) for the operation of any DOE facility an indemnity agreement based upon Section 170(d) of the Atomic Energy Act of 1954, as amended, a copy of ~ich agreement sh.~ll be furnished to .the Pu.rchaser; that ~nder said agreement, DOE shall have agreed to indemnify the contractor and other persons indemnified against claims for public liability (as defined in said Act) arising out of or in connection with contractual activities; that the indemnity shall apply to c~vered nuclear incidents wi~ich (1~ take place at a contract location; or (2} arise out of or in :he course of transportao tion of source, special nuclear or by-product material to or from a contract location. Imne obligatioh of DOE to indemnify shall be subject to the conditions stated in the indemnity.agreement. Bo Re provisions of this Article XIIi shall continue beyond ,the term of this contract. ARTICLE XIV - ASSIGNMENT The rights and duties of the Purchaser may be assignable with transfer of title to the SNFand/or HLW involved; provided, however, that notice of any such transfer shall be made to DOE within ninety (90) days of transfer. -

26

018
COF0201048

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 19 of 30

3. In the event that proprietary data of a third party, with respect to which the Purchaser is subject to restrictions on use or disclosure, is furnished with the Limited Rights Legend above, Purchaser shall secure the agreement of such ~hlrd party to the rights of the Government as set forth ~n the Lim, lted Rights Legend. DOE shall upon request furnish the na~es of those c~ntractors to which proprietary data has been disclosed. ARTICLE XXII -. ENTIRE COt,~RACT A. ~is contract, which consists of Articles It~hrough XXII and Appendices A threugh G, annexed hereto and ~ade a part hereof, contains the entire agreement between the parties withrespect to the subject ~atter hereof. Any representation~ promise, or conditior, not incorporated in this ~ontract sha~l not be binding on either party. NO course of dealing or usage ef:trade or course of perf.orm.ance shall be relevant to explain or supplement any provision centained in this contract° B. Nothing in this contract is intended to affect in any way the contractual obligation of any other persons with whom the Purchaser ~.ay have contracted with respect to assuming some or all disposal costs or to accept ti tl e to S,'~'F and/or HLW o

C. Appendices: A. Nuclear Power Reactor(s) or Other Facilities Covered B. Discharge Information (Ten Year; Annual) C.
Del i very Commi i~ent Sche~ul e

O. Final Delivery Schedule E.
General Specifications

F. Detailed Descrip:ion of Purchaser's Fuel G. Standard Remittance Advice

019
C0F0201055

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 20 of 30

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above written. UNITED STATES OF AMERICA

-(Con racting Thomas S. Keefe PUBLIC/SERVICE ELECTRIC AND GAS CO~4~ANY ~ ATTEST : ~ TITLE: (Assistant Secf~..ary) . [.) I cQ~PORATE SERVICES

pATS:

/ JUN t3~83

I, Marion Reynolds, certify that I am the Assistant Secretary of the corporation named as Purchser herein; that W. E. Mange, Jr. who signed this document on behalf of the Purchaser was then Vice President - Corporate Services of said corporation; that said document was duly signed for and on behalf of said corporation by authoirty of its governing body and is within the scope of its corporate powers. IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of said corporation this /S~/t day of ///,~/>~__. ,1983.

~/! . (Assistant ~cretary )

34

020
COF0201056

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 21 of 30

CONTRAr ~ NO. 83-6-ND -685 APPENDIX A
NUCLEAR POWER REACTOR(S) OR O?HER FACILITIES COVERED
Purchaser

PUBLIC SERVICE ELECTRIC AND GAS COMPkNY
/ June 13:1983

Contract Number/Date DE-CRO1-83NE44411

R.eact0r/Facility Name HoPe
Location:

Creek Unit 1

City County/State Zip Code

Hancocks Bridge Salem / New Jersey 08038 1118

Capacity. (MW~) o Gross Reac~mr Type : BWR [~ PWR [[3 OZher (Identify) Facility Description

General Electric BWR-~

Date of Commencement of Operation (~bI~estimaZed) NRC License #:

9/86

(generator on-line)

James P. Boyle General Manager Purchasing Ti:ie

021
COF0201057

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 22 of 30

(DP&L-SALEM)

PURCHASE AGREEMENT BY AND BETWEEN DELMARVA POWER & LIGHT COMPANY and PSEG POWER LLC Dated as of September 27, 1999

79501.03-WilminglonS ! A

022

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 23 of 30

TABLE OF CONTENTS

ARTICLE I DEFINITIONS

1.1 1.2 1.3 1.4

1 Definitions ....................................... 18 Certain Interpretive Matters ......................... 18 U.S. Dollars ..................................... 1 Seller's Interest in Purchased Assets .................. 8 ARTICLE H PURCHASE AND SALE

2.1 2.2 2.3 2.4 2.5 2.6 2.7

18 Transferof Purchased Assets ........................ 20 Excluded Assets .................................. 23 Assumed Liabilities ............................... 26 Excluded Liabilities ............................... 27 Control of Litigation .............................. 28 Spent Nuclear Fuel Fees ........................... Department of Energy Decommissioning and 28 Decontamination Fees ....................... ARTICLE IH THE CLOSING

3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10

29 Closing ......................................... 29 Payment of Purchase Price .......................... 30 Adjustment to Nuclear Fuel Supply Payment ........... 31 Tax Reporting and Allocation of Purchase Price ......... 32 Prorations ........................................ 34 Deliveries by Seller ............................... 35 Deliveries by Buyer ............................... Relationship of this Agreement and Collateral Agreement. 37 37 Owners Agreement to Govern ....................... 37 Additional Agreements ............................

179501333-WilraingtonS 1A

023

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 24 of 30

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER
4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15

37 Organization, Qualification ......................... 38 Authority ....................................... No Violations; Consents and Approvals ............... 38 Permits ......................................... 39 Seller's Qualified Decommissioning Funds ............. 9 3 42 Seller's Nonqualified Decommissioning Funds .......... Nuclear Law Matters .............................. 43 Legal Proceedings ................................ 43 Personal Property ................................. 43 44 Real Property .................................... Contracts ....................................... 4~ Certain Environmental Liabilities .................... 44 Undisclosed Liabilities ............................. 44 Intellectual Property ............................... 44 Taxes .......................................... 45

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 Organization; Qualification ......................... 45 Authority ....................................... 45 No Violations; Consents and Approvals ............... 46 Buyer Permits .................................... 47 47 Nuclear Law Matters .............................. 47 Legal Proceedings ................................ Qualified Buyer .................................. 48 Inspections ...................................... 48 48 Certain Environmental Liabilities .................... ARTICLE VI COVENANTS OF THE PARTIES 6.1 6.2 6.3
179501.03-Wilminglt~nS ! A

Certain Buyer Covenants ........................... 48 Public Statements ................................. 49 Further Assurances ................................ 49

024

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 25 of 30

6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13

51 Consents and Approvals ........................... 52 Certain Tax Matters ............................... 55 Advice of Changes ................................ 55 ISRA Compliance ................................ 59 Risk of Loss ..................................... 59 Cooperation after Closing .......................... 60 Decommissioning Funds ........................... 62 Amendment to Seller's Agreements .................. 62 Exclusivity ...................................... 62 Insurance ....................................... ARTICLE VII CONDITIONS

7.I 7.2 7.3

63 Conditions to Obligation of Each Party ................ 63 Conditions to Obligations of Buyer ................... 6 Conditions to Obligation of Seller .................... 6 ARTICLE VIII INDEMNIFICATION AND ARBITRATION

8.1 8.2 8.3

67 Indemnification .................................. 71 Defense of Claims ................................ 74 Arbitration ...................................... ARTICLE IX TERMINATION

9.1, 9.2 9.3

76 Termination ..................................... 77 Effect of Termination .............................. 78 Additional Effects of Tem~nation .................... ARTICLE X MISCELLANEOUS PROVISIONS

10.1 10.2 10.3
79501.03-WilmingtonS I A

Amendment and Modification ....................... 78 78 Expenses ............................. : ......... 79 Fees and Commissions .............................
111""

025

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 26 of 30

10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12

79 Bulk Sales Laws .................................. Waiver of Compliance ............................. 79 79 Survival ........................................ Disclaimers ..................................... 80 Notices ......................................... 81 Assignment, No Third-Party Beneficiaries ............. 82 Governing Law, Forum, Service of Process ............ 83 Counterparts ..................................... 83 Entire Agreement ................................. 83

179501.03-WilmingtonS 1A

iv

026

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 27 of 30

LIST OF EXHIBITS AND SCHEDULES
EXHIBITS

Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E SCHEDULES

Form of Assignment and Assumption Agreement Form of Bill of Sale Form of FIRPTA Affidavit Form of Opinions of Counsel to Seller Form of Opinions of Counsel to Buyer

1.1(105)
1.1(119) 2.1(e) 2.2(b) 4.3(a) 4.3(b) 4.4(a) 4.4(b) 4.5(d) 4.5(f) 4.6(d) 4.7 4.8 4.9 4.1t 4.12 4.15 5.3(a) 5.3(b) 5.6(a) 5.9 6.1(b) 6.10(c)

7.2(a)(i) 7.2(a)(ii)

Real Property Seller's Agreements Certain Assets Certain Excluded Assets Defaults and Violations Seller's Required Regulatory Approvals Seller Permits Seller's Transferable Permits Liabilities Relating to Seller's Qualified Decommissioning Funds Tax Liability of Seller's Qualified Decommissioning Funds Liabilities Relating to Seller's Nonqualified Decommissioning Funds Nuclear Law Matters Seller Legal Proceedings Encumbrances on Certain Personal Property Certain Seller's Contracts Certain Environmental Liabilities Tax Matters Defaults and Violations Consents and Approvals Buyer Legal Proceedings Certain Environmental Liabilities Salem Station Budget Decommissioning Funds Investment Manager Agreements and " Policies Certain Buyer's Required Regulatory Approvals Certain Affiliates PURCHASE AGREEMENT

79501.03-WilrninglonS 1A

027

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 28 of 30

(DP&L - Salem) PURCHASE AGREEMENT, dated as of September 27, 1999, by and between Delmarva Power & Light Company, a Delaware and Virginia corporation ("Seller"), and PSEG Power LLC, a Delaware limited liability company ("Bu_.p..y~"). Seller and Buyer may be referred to herein individually as a "Party," and collectively as the "Parties."
WITNESSETH

WHEREAS, Seller owns an undivided 7.41% interest as tenant in common without the right of partition in the Salem Station (as defined below) and certain properties and assets associated therewith and ancillary thereto; WHEREAS, Buyer desires to purchase and assume, and Seller desires to sell and assign, or cause to be sold and assigned, all of Seller's rights, title and interests in and to the Purchased Assets (as defined below) and certain associated liabilities, upon the terms and conditions hereinafter set forth in this Agreement; and WHEREAS, Public Service Enterprise Group Incorporated, a New Jersey corporation and sole member of Buyer, has contemporaneously delivered a Guaranty dated the date hereof to Seller, upon which Seller has relied in entering into this Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, representations, warranties and agreements set forth herein, and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. As used in this Agreement, the following capitalized terms have the meanings specified in this Section 1.1.

(1)
tion.

"ACE" means Atlantic City Electric Company, a New Jersey corpora-

179501.03-Wi|mingtonS 1A

2

028

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 29 of 30

(2) "Additional Agreements" means the Deeds, the Assignment and Assumption Agreement, the Bill of Sale and the Amendment to Owners Agreement.
(3) "Affiliate" has the meaning set forth in Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act.

(4) "Agreement" means this Purchase Agreement together with the Schedules and Exhibits hereto. (5) "Allocation" has the meaning set forth in Section 3.4.

(6) "Ame.ndment to Owners .Agreement" means the amendment to the Owners Agreement among the signatories to the Owners Agreement, as executed and delivered on the date hereof, effective from and after the Closing Date. (7) "Antitrust Laws" means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, in each case, as amended from time to time. (8) "Applicable Tax Law" has the meaning set forth in Section 3.4.

(9) "Assignment and Assumption Agreement" means the assignment and assumption agreement between Seller and Buyer, to be delivered at the Closing, substantially in the form of Exhibit A hereto, pursuant to which Seller shall assign to Buyer all of Seller's rights, title and interests in and to the Seller's Agreements, certain intangible assets and certain other Purchased Assets, and Buyer shall accept such assignments and assume the Assumed Liabilities. (10) "Assumed Decommissioning Liabilities" has the meaning set forth in Section 2.3(d). (11) (12) 2.3(e). (13) 2.3(f).
179501.03-WitmingtonS I A

"Assumed Liabilities" has the meaning set forth in Section 2.3. "Assumed Nuclear Liabilities" has the meaning set forth in Section "Assumed Spent Fuel Liabilities" has the meaning set forth in Section

029

Case 1:01-cv-00551-BAF

Document 146-2

Filed 01/05/2007

Page 30 of 30

(t4) "Atomic Energy Act" means the Atomic Energy Act of 1954, as amended from time to time, 42 U.S.C. § 2011 et seq. (15) "Bill of Sale" means the bill of sale of Seller, to be delivered at the Closing, substantially in the form of Exhibit B hereto. (16) [Intentionally Omitted] (17) "Business Day" means any day other than Saturday, Sunday and any day on which banking institutions in the State of New York are authorized or required by Law or other governmental action to close. (18) "Bu__0_.y~" has the meaning set forth in the preamble to this Agreement. "Buyer Nuclear Permits" has the meaning set forth in Section 5.5(b). "Buyer Permits" has the meaning set forth in Section 5.4. "Buyer's Indemnitee" has the meaning set forth in Section 8.1(b).

(19)
(20) (21)

(22) "Buyer's Insurance Policies" means all insurance policies with respect to the owners.hip, lease, maintenance or operation of the Salem Station, including the Purchased Assets, including all liability, property damage and business interruption policies in respect thereof, for which Buyer or its Affiliates is liable for payment of the premium and related charges on behalf of itself and the other parties to the Owners Agreement. (23) "Buyer's Qualified Decommissioning Funds" means the trust funds that are designated as "nuclear decommissioning reserve funds" under Code Section 468A for the Salem Station held pursuant to the Amended Master Decommissioning Trust Agreement between Public Service Electric & Gas Company and Mellon Bank, N.A. dated as of January 1, 1996. (24) "Buyer's Required Regulatory Approvals" has the meaning set forth in Section 5.3(b). (25) "Byproduct Material" means any radioactive material (except Special Nuclear Material) yielded in, or made radioactive by, exposure to the radiation incident to the process of producing or utilizing Special Nuclear Material.
179501.03-WilmingtonS I A

4

030