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________________________________________________________________
Modification No. 13
to
POWER AGREEMENT
Dated October 15, 1952
between
OHIO VALLEY ELECTRIC CORPORATION
AND
UNITED STATES OF AMERICA
Acting By and Through the
SECRETARY OF ENERGY,
the statutory head of the
DEPARTMENT OF ENERGY
Dated as of
September 1, 1989
________________________________________________________________
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Contract No. DE-AC05-76OR01530
(Modification No. 13)
THIS MODIFICATION NO. 13, dated as of the 1st day of September
, 1989, by and between OHIO VALLEY ELECTRIC CORPORATION, a
corporation organized under the laws of the State of Ohio
(hereinafter called the "Corporation") and the UNITED STATES OF
AMERICA (hereinafter sometimes called the "Government"), acting by
and through the SECRETARY OF ENERGY, the statutory head of the
DEPARTMENT OF ENERGY (hereinafter called "DOE");
W I T N E S S E T H T H A T
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WHEREAS, Corporation and the Government have heretofore
entered into a contract dated October 15, 1952, providing for the
supply by Corporation of electric utility services to the United
States Atomic Energy Commission (hereinafter called "AEC") at AEC's
project near Portsmouth, Ohio (hereinafter called the "Project"),
which contract has heretofore been modified by Modification No. 1,
dated July 23, 1953, Modification No. 2, dated as of March 15,
1964, Modification No. 3, dated as of May 12, 1966, Modification
No. 4, dated as of January 7, 1967, Modification No. 5, dated as of
August 15, 1967, Modification No. 6, dated as of November 15, 1967,
Modification No. 7, dated as of November 5, 1975, Modification No.
8, dated as of June 23, 1977, Modification No. 9, dated as of July
1, 1978, Modification No. 10, dated as of August 1, 1979,
Modification No. 11, dated as of September 1, 1979, 2nd
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Modification No. 12, dated as of August 1, 1981 (said contract, as
so modified, is hereinafter called the "DOE Power Agreement"); and
WHEREAS, pursuant to the Energy Reorganization Act of 1974,
the AEC was abolished on January 19, 1975 and certain of its
functions, including the procurement of electric utility services
for the Project, were transferred to and vested in the
Administrator of Energy Research and Development; and
WHEREAS, pursuant to the Department of Energy Organization
Act, all of the functions vested by law in the Administrator of
Energy Research and Development or the Energy Research and
Development Administration were transferred to, and vested in, the
Secretary of Energy on October 1, 1977; and
WHEREAS, Corporation and DOE desire to amend the DOE Power
Agreement further for the purposes hereinafter provided;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. Paragraph 1 of Section 2.08 is amended in its entirety to
read as follows:
"1. In the event that permanent power
(together with any occasional energy) and
supplemental power, and the energy associated
therewith, to be supplied by Corporation to DOE will
not be sufficient to supply the DOE requirements for
electric power at the Project, at the request of DOE
and upon reasonable notice, and provided that
arrangements for the supply to Corporation of other
power and energy from sources other than the project
generating stations have been effected, Corporation
will schedule the delivery of such other power and
associated energy to DOE, such other power being
herein called 'arranged power' and the energy
associated therewith scheduled to be delivered to the
point of delivery being herein called 'scheduled kwh
of arranged energy'."
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2. Paragraph 3 of Section 2.08 is amended in its entirety to
read as follows:
"2. DOE shall pay to Corporation for arranged
power and/or for billing kwh of arranged energy
during any month an amount equal to the 'out-of-
pocket costs of arranged power,' determined as
provided in paragraph 5 of this Section 2.08, plus a
charge for difficult to quantify costs of 1 mill per
scheduled kwh of arranged energy. No portion of such
1 mill charge for difficult to quantify costs shall
be included in the computations under Sections 3.03
and 3.04."
3. Clause (c) of Paragraph 3 of Section 3.04 is amended in
its entirety to read as follows:
"(c) Component (C) shall consist of the total
expenses for taxes, including all taxes on income
(other than (i) Federal income taxes, (ii) any taxes
that are now or may hereafter be levied based on
revenue, energy generated or sold or on any other
basis capable of direct distribution, the cost of
which taxes shall be allocated directly to DOE and
Corporation in amounts reflecting the proper share of
each, and DOE shall pay to Corporation its share
thereof, (iii) taxes arising from payments received
by Corporation for difficult to quantify costs under
Section 2.08) properly chargeable to Account 507 of
the Uniform System of Accounts; provided, however,
that any taxes for which DOE reimburses Corporation
under Sections 1.05, 4.02 and 4.08 shall not be
included in Component (C)."
4. Section 4.08 is amended in its entirety to read as
follows:
"SECTION 4.08 Arranged Power and Occasional Energy.
Corporation shall submit to DOE as early as practicable in
each month a bill for the costs incurred during the
immediately preceding month pursuant to Sections 2.08 and
2.09, respectively."
5. This Modification No. 13 to the DOE Power Agreement shall
become effective at 12:00 Midnight on the date on which Corporation
shall deliver to DOE a written notice to the effect that:
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All applicable requirements as to approval by or
filings with regulatory agencies having jurisdiction in
respect of the transactions constituting the subject
matter of this Modification No. 13 (including expiration
of any specified period after the date of any filing) have
been complied with and all requisite approvals of such
regulatory agencies are in full force and effect and none
is the subject of attack on appeal by direct proceeding or
otherwise, and (except to the extent that Corporation
shall waive such condition) any requisite approvals of
regulatory agencies having such jurisdiction have become
final and not subject to judicial review in any court.
6. The DOE Power Agreement, as modified by Modifications No.
1 through No. 12, both inclusive, and by this Modification No. 13,
is hereby in all respects confirmed.
IN WITNESS WHEREOF, the parties hereto have executed this
Modification No. 13 as of the date and year first above written.
OHIO VALLEY ELECTRIC CORPORATION
By_________________________________
UNITED STATES OF AMERICA
By ROBERT E. LYNCH
Authorized Contracting Officer