When recorded, return to: Greg R. Nielsen
Snell & Wilmer
3100 Valley Bank Center
Phoenix, Arizona
================================================================================
ASSIGNMENT, ASSUMPTION
AND
FURTHER AGREEMENT
Dated as of December 15, 1986
between
PUBLIC SERVICE COMPANY OF NEW MEXICO,
and
THE FIRST NATIONAL BANK OF BOSTON,
not in its individual capacity, but
solely as Owner Trustee under a Trust
Agreement, dated as of December 15,
1986, with Chase Manhattan Realty
Leasing Corporation
================================================================================
Sale and Leaseback of a .7933333% undivided Interest
in Palo Verde Nuclear Generating Station Unit 2
and a .2644444% Undivided Interest in Certain Common
Facilities
================================================================================
TABLE OF CONTENTS
Page
----
ARTICLE I
DEFINITIONS; SCHEDULES
Section 1.01. General ............................................... 1
Section 1.02. Undivided Interest and
Real Property Interest ................................ 1
ARTICLE II
NONPARTITIONMENT
Section 2.01. Nonpartitionment ...................................... 2
ARTICLE III
ASSIGNMENTS; EXERCISE OF RIGHTS
Section 3.01. Assignment of warranties ............................. 2
Section 3.02 Assignment of the ANPP
Participation Agreement .............................. 2
Section 3.03 Exercise of Rights as
Participant under the
ANPP Participation
Agreement ............................................ 2
ARTICLE IV
ASSUMPTION; RELEASE
Section 4.01. Assumption by Owner
Trustee .............................................. 3
section 4.02. Release .............................................. 4
ARTICLE V
NO RELEASE OF PNM; REIMBURSEMENT
Section 5.01. No Release of PNM .................................... 4
Section 5.02. Reimbursement ........................................ 4
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6091.CHASEU2.LEASE.56:3
TABLE OF CONTENTS (Continued)
Page
----
ARTICLE VI
FURTHER AGREEMENTS OF PNM AND THE
OWNER TRUSTEE
Section 6.01. Agreement to Sell or
Lease Unit 2 Retained
Assets ............................................... 5
Section 6.02. Agreement to Assign or
Make Available ANPP
Project Agreements ................................... 5
Section 6.03. Agreements to Seek
Amendments to the ANPP
Participation Agreement
and the License ...................................... 6
Section 6.04. Owner Trustee's
Agreement ............................................ 6
ARTICLE VII
INTERIM AGENCY ARRANGEMENTS
Section 7.01. Designation of Agent ................................. 6
Section 7.02. Operation of Unit 2 .................................. 7
Section 7.03. ANPP Participation
Agreement ............................................ 7
Section 7.04. Support .............................................. 7
Section 7.05. Compensation ......................................... 8
Section 7.06. Transmission;
Transmission Agreement ............................... 8
ARTICLE VIII MISCELLANEOUS
Section 8.01. Successors and Assigns ................................ 9
Section 8.02. Governing Law ......................................... 9
Section 8.03. Counterpart Execution ................................. 9
Section 8.04. Amendments ............................................ 9
Section 8.05. Survival .............................................. 9
Section 8.06. Severability of
Provisions ............................................ 9
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6091.CHASEU2 LEASE.56:3
TABLE OF CONTENTS (Continued)
Page
----
Section 8.07. Headings ............................................... 10
Section 8.08. Disclosure of
Beneficiary ............................................ 10
Section 8.09. Capacity of Lessee ..................................... 10
ARTICLE A
ARTICLE B
Section I. PVNGS Plant Site ....................................... 1
Section II. Hassayampa Pumping
Station and Effluent
Pipeline ............................................... 3
Section III. Miscellaneous Real
Property Interests ..................................... 3
Exhibit B - Form of Assumption Agreement
Exhibit C - Form of Undivided Interest Indenture Supplement
Schedule 1 Undivided Interest Description
Schedule 2 - Real Estate Interest Description
Appendix A - Definitions
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6091.CHASEU2.LEASE.56:3
ASSIGNMENT, ASSUMPTION AND FURTHER AGREEMENT, dated as of
December 15, 1986, between PUBLIC SERVICE COMPANY OF NEW MEXICO, a New Mexico
corporation (PNM), and THE FIRST NATIONAL BANK OF BOSTON, not in its individual
capacity, but solely as Owner Trustee (the Owner Trustee) , under a Trust
Agreement, dated as of December 15, 1966, with Chase Manhattan Realty Leasing
Corporation.
WITNESSETH.
WHEREAS, PNM and the other ANPP Participants are parties to
the ANPP Participation Agreement (such terms and all other terms used in these
recitals without definition having the respective definitions to which reference
is made in Article I below) ; and
WHEREAS, PNM has sold, and the Owner Trustee has purchased,
the Undivided interest and the Real Property Interest for and in consideration
of the payment to PNM by the Owner Trustee of the Purchase Price, the purchase
price of the Real Property Interest and the assignments and assumptions herein
set forth;
NOW, THEREFORE, in consideration of the premises and of other
good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS; SCHEDULES
SECTION 1.01. General. For purposes hereof, capitalized terms
used herein which are not otherwise defined herein shall have the meanings
assigned to such terms in Appendix A hereto. References in this Agreement to
articles, sections and clauses are to articles, sections and clauses in this
Agreement unless otherwise indicated.
SECTION 1.02. Undivided Interest and Real Property Interest.
Attached as Schedule 1 hereto is a description of the undivided Interest and
attached as Schedule 2 hereto is a description of the Real Property Interest.
6091.CHASEU2.LEASE.56:3
ARTICLE II
NONPARTITIONMENT
SECTION 2.01. Nonpartitionment. The Owner Trustee hereby
waives any rights it may have to partition Unit 2 or the Common Facilities,
whether by partitionment in kind or by sale and division of proceeds, and
further agrees that it will not resort to any action at law or in equity to
partition Unit 2 or the Common Facilities, and it waives the benefits of all
laws that may now or hereafter authorize such partition for a term (i) which
shall be coterminous with the term of the ANPP Participation Agreement or (ii)
which shall be for such lesser period as may be required under Applicable Law.
ARTICLE III
ASSIGNMENTS; EXERCISE OF RIGHTS
SECTION 3.01. Assignment of Warranties. PNM hereby ASSIGNS to
the Owner Trustee an undivided interest, equal to the applicable Share, in, to
and under any and all warranties of and other claims against dealers,
manufacturers, vendors, contractors and subcontractors relating to Unit 2 and
the Common Facilities.
SECTION 3.02. Assignment of the ANPP Participation Agreement.
(a) PNM hereby ASSIGNS to the Owner Trustee an undivided interest, in, to and
under all of PNM's rights under the ANPP Participation Agreement, equal to
.7933333% to the extent that such rights relate to Unit 2 (including, but
without limitation, a percentage entitlement equal to .7933333%, of the Wet
Energy Generation and Available Generating Capability (as each such term is
defined in the ANPP Participation Agreement) of Unit 2) and equal to .2644444%
to the extent such rights relate to the Common Facilities.
(b) The Owner Trustee hereby ASSIGNS to PNM the rights
assigned under paragraph (a) until the tease Termination Date.
SECTION 3.03. Exercise of Rights as Participant under the ANPP
Participation Agreement. (a) Except as provided in Sections 15.2.2, 15.6.4 and
Section 15.10 of the ANPP Participation Agreement (or any comparable successor
provision) PNM shall be and remain the sole "Participant" for all purposes of
the ANPP Participation Agreement and the sole representative (with power to
bind) in all dealings with the other ANPP Participants in relation to the
Undivided Interest, the
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Undivided Interest, the Real Property Interest and the rights assigned to the
Owner Trustee pursuant to this Agreement; provided, however, that the foregoing
shall not limit in any way the effect of Sections 15 or 16 of the Facility Lease
or any liability or obligation that PNM may incur to the Owner Trustee or the
Owner Participant under any Transaction Document as a result thereof (including,
but without limitation, any liability that PNM may incur under Section 16 of the
Facility Lease as the result of an Event of Default)
(b) Unless the ANPP Participation Agreement shall otherwise
permit, any right conferred on the Owner Trustee by Section 15.2.2 of the ANPP
Participation Agreement shall be exercised as required by Section 15.6.3.3 of
said Agreement.
(c) The provisions of this Section 3.03 shall remain in full
force and effect until such time as the ANPP Administrative Committee or the
ANPP Participants shall otherwise consent.
ARTICLE IV
ASSUMPTION; RELEASE
SECTION 4.01. Assumption by Owner Trustee. Except as
contemplated by Section 5(a) of the Facility Lease, the Owner Trustee agrees
that, effective on and as of the Lease Termination Date (unless a transferee of
the Undivided Interest and the Real Property Interest (an ANPP Transferee) shall
have qualified under Section 15.10 of the ANPP Participation Agreement or any
comparable successor provision), unless (i) a Default or Event of Default shall
have occurred and be continuing or an Event of Loss or Deemed Loss Event shall
have occurred or such Lease Termination Date shall have occurred by reason of a
termination of the Facility Lease pursuant to Section 16 thereof, the Owner
Trustee shall assume and agree to pay, perform and discharge the owner Trustee's
Share of all liabilities and obligations of PNM under, or with respect to, the
ANPP Project Agreements, attributable to Unit 2 and the Common Facilities, other
than any and all costs relating to, allocable to, or incurred in connection
with, the decommissioning and retirement of Unit 2 from commercial service,
including, but without limitation, (x) the cost of removal, decontamination and
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6091.CHASEU2.LEASE.56:3
disposition of equipment and fixtures, the cost of safe storage for later
removal, decontamination and disposal and the cost of entombment of equipment
and fixtures, and (y) the cost of (i) the razing of Unit 2, (ii) the removal and
disposition of debris from the PVNGS Site, and (iii) the restoration of relevant
portions of the PVNGS Site.
SECTION 4.02. Release. Upon the assumption and agreement by an
ANPP Transferee pursuant to Section 4.01 (whether at the Lease Termination Date
or thereafter) , the Owner Trustee shall therewith and thereupon be released and
discharged from its obligations under Section 4.01 arising on or after such
assumption and agreement.
ARTICLE V
NO RELEASE OF PNM; REIMBURSEMENT
SECTION 5.01. No Release of PMM. Notwithstanding the
provisions of Article IV or any other provision hereof or of any other
Transaction Document, and except to the extent provided in Section 15.10 of the
ANPP Participation Agreement (or any comparable successor provision) , PNM shall
not be released from any liability or obligation under the ANPP Project
Agreements, or otherwise, with respect to PVNGS, and PNM shall remain liable for
the payment and performance of all such liabilities and obligations, including,
but without limitation, any and all liabilities and obligations not assumed by
the Owner Trustee or an ANPP Transferee pursuant to Section 4.01.
SECTION 5.02. Reimbursement. Unless a Default or an Event of
Default shall have occurred and be continuing or an Event of Loss or Deemed Loss
Event shall have occurred, from and after the Lease Termination Date (except a
Lease Termination occurring by reason of a termination of the Facility Lease
pursuant to Section 16 thereof), upon the payment or performance by PNM of any
liability or obligation in respect of which the Owner Trustee shall also have
become obligated in consequence of Article IV or the ANPP Participation
Agreement, and for so long as the Owner Trustee shall be so liable, PNM shall be
entitled to prompt reimbursement by the Owner Trustee from the Trust Estate for
all amounts expended in connection with such payment or performance.
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6091.CHASEU2.LEASE.56:3
ARTICLE VI
FURTHER AGREEMENTS OF PNM AND THE
OWNER TRUSTEE
SECTION 6.01. Agreement to Sell or Lease Unit 2 Retained
Assets. Upon a transfer to an ANPP Transferee, PNM agrees in respect of the
Undivided Interest and the Real Property Interest, (i) such ANPP Transferee is a
purchaser of the Undivided Interest and the Real Property Interest, to sell to
such ANPP Transferee, at a price equal to the then Fair Market sales value
(determined on the basis of the then actual condition of the Unit 2 Retained
Assets) thereof, an undivided interest, equal to .7933333%, to the extent
related to Unit 2 and .2644444%, to the extent related to the PVNGS common
facilities, in and to the Unit 2 Retained Assets, or such ANPP Transferee is a
lessee of the Undivided Interest and the Real Property Interest, to lease or
otherwise make available to such ANPP Transferee, at a rent equal to the then
Fair Market Rental Value thereof, an undivided interest, equal to .7933333%, to
the extent related to Unit 2 and .2644444% to the extent related to the PVNGS
common facilities, in and to the Unit 2 Retained Assets. Any such sale or lease
by PNM shall be accomplished by an appropriate bill of sale or lease. The Bill
of Sale referenced in the definition of Unit 2 Retained Assets set forth in
Appendix A hereto was recorded December __ , 1986, as Instrument No. __________
records of Maricopa County, Arizona, and is hereby incorporated herein by
reference.
SECTION 6.02. Agreement to Assign or Make Available ANPP
Project Agreements. Upon a transfer to an ANPP Transferee, PNM agrees in respect
of the Undivided Interest and the Real Property Interest, (i) if such ANPP
Transferee is a purchaser of the Undivided Interest and the Real Property
Interest, to assign to such ANPP Transferee an undivided interest, equal to
.7933333%, to the extent related to Unit 2, and .2644444%, to the extent related
to the PVNGS common facilities, of the Project Agreements (other than the ANPP
Participation Agreement) and (ii) if such ANPP Transferee is a lessee of the
Undivided Interest and the Real Property Interest, to assign for the term of
such lease to such ANPP Transferee an undivided interest, equal to .79.33333%,
to the extent related to Unit 2, and .2644444%, to the extent related to the
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6O9l.CHASEU2.LEASE.56:3
PVNGS common facilities, of the Project Agreements (other than the ANPP
Participation Agreement) . Any assignment pursuant to this Section 6.02 shall be
accomplished by an appropriate instrument of assignment.
SECTION 6.03. Agreements to Seek Amendments to the ANPP
Participation Agreement and the License. PNM agrees to use its best efforts to
obtain any required amendments to the ANPP Participation Agreement and the
License to permit PNM to act as Agent of the Owner Trustee in the manner
contemplated by Section 7.01 hereof, if (a) (i) PNM shall not have elected to
purchase the Undivided Interest and the Real Property Interest as provided in
Section 13(b) of the Facility Lease and (ii) there shall not be an ANPP
Transferee in respect of the Undivided Interest and the Real Property Interest
or (b) PNM shall be obligated to surrender possession of the Undivided Interest
and the Real Property Interest pursuant to Section 5(a) of the Facility Lease.
PNM acknowledges and agrees that neither the Owner Trustee nor the Owner
Participant shall have any obligation whatsoever to assist PNM in obtaining any
such amendments.
SECTION 6.04. Owner Trustee's Agreement. If PNM becomes
obligated to sell, lease, otherwise make available or assign in accordance with
Sections 6.01 and 6.02 hereof, the Owner Trustee shall (at the direction of the
Owner Participant) require or cause the ANPP Transferee to purchase, lease,
accept or assume, as the case may be, the property or rights being sold, leased,
made available or assigned by PNM.
ARTICLE VII
INTERIM AGENCY ARRANGEMENTS
SECTION 7.01. Designation of Agent. From and after surrender
of possession to the Owner Trustee (or its assigns) of the Undivided Interest
and the Real Property Interest pursuant to Section 5(a) of the Facility Lease
(or during such period on or after the Lease Termination Date that the Owner
Trustee shall have waived any Default or Event of Default with respect to the
inability of PNM to effectively surrender possession as required by such Section
5(a)) and until a transfer to an ANPP Transferee in respect of the Undivided
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6091.CHASEU2.LEASE.56:3
Interest and the Real Property Interest (such period being referred to as the
Agency Period), PNM shall be, and the Owner Trustee hereby designates PNM as,
the initial agent (the Agent) of the Owner Trustee in the exercise of all rights
assigned to the Owner Trustee hereunder.
SECTION 7.02. Operation of Unit 2. During the Agency Period,
the Agent shall administer the operation of the Undivided Interest and the Real
Property Interest in accordance with this Agreement and all instructions of the
Owner Trustee in accordance with Applicable Law. If, however, the Owner Trustee
and any User shall, prior to, or at any time during, the Agency Period, enter
into any joint ownership and operating agreement with other Persons having a
legal right to, or right to use, any other undivided interest in Unit 2, the
Agent agrees to join in, and be bound by, the terms of such agreement if the
Agent's performance thereunder shall not violate, or result in a violation of,
any Applicable Law or the License. The Owner Trustee agrees to give the Agent
reasonable prior written notice of the commencement of the negotiation of any
such agreement.
SECTION 7.03. ANPP Participation Agreement. PNM agrees that,
at all times during the Agency Period, it will perform all obligations and
discharge all liabilities for which it is responsible as a "Participant" under
the ANPP Participation Agreement in respect of the Undivided Interest and the
Real Property Interest. In the performance of the foregoing agreement, PNM shall
not exercise its rights as an ANPP Participant to cause Capital improvements to
be made to Unit 2 and the Common Facilities unless the Owner Trustee shall have
agreed to provide funds for the payment of the Owner Trustee's Share of the cost
of such Capital Improvements to PNM prior to the date on which such amounts
shall be due with respect thereto under the ANPP Participation Agreement.
SECTION 7.04. Support. Except with respect to the Unit 2
Retained Assets for which provision is made in Section 7.06, PNM covenants and
agrees that, at all times during the Agency Period, it will provide, or make
available, to the Owner Trustee all PNM's rights in and to other assets owned by
PNM and the ANPP Project Agreements to the extent relating to the Undivided
Interest and the Real Property Interest.
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6091.CHASEU2.LEASE.56:3
SECTION 7.05. Compensation. As compensation for its
obligations under Sections 7.02, 7.03 and 7.04, if no Event of Default based
upon PNM's failure to perform obligations under Section 5(a) of the Facility
Lease has occurred and is continuing, PNM shall be entitled to receive, and the
Owner Trustee hereby agrees to pay, an amount equal to the Owner Trustee's Share
of the aggregate of (i) amounts paid by PNM as provided in Section 7.03 to the
extent reasonably allocable to the undivided Interest and the Real Property
Interest and (ii) reasonable compensation for the Unit 2 Retained Assets and
(iii) out-of-pocket expenses incurred by PNM or the Agent, as the case may be,
in connection with the performance of its agreements in this Article VII.
Compensation under this Section 7.05 shall be paid promptly in cash upon receipt
of an invoice from PNM.
SECTION 7.06. Transmission; Transmission Agreement. (a) PNM
covenants and agrees that, at all times during the Agency Period, the Owner
Trustee shall have the right to wheel, under normal transmission operating
conditions, the Owner Trustee's Share of the then rated capacity of Unit 2,
under normal transmission operating conditions, over transmission equipment in
which PNM now owns or may hereafter acquire an ownership interest, between Unit
2 and the ANPP Switchyard.
(b) Based upon the respective rights, duties and obligations
of the Owner Trustee and PNM set forth in Section 7.06(a), if PNM shall fail or
decline to give the notice of renewal of the Facility tease or purchase of the
Undivided Interest, in each case as provided in Section 13(a) of the Facility
Lease, PNM and the Owner Trustee shall forthwith commence the negotiation in
good faith of a definitive transmission agreement, not inconsistent with the
terms and provisions of Section 7.06(a), but containing sufficient detail for
the proper wheeling of power and energy, under normal transmission operating
conditions, over the equipment of PNM referred to in such Section 7.06(a) under
then existing circumstances, for the exercise or stipulation, as the case may
be, of the respective rights, duties and obligations of the Owner Trustee and
PNM set forth in Section 7.06(a). PNM and the Owner Trustee shall complete such
negotiations and execute such definitive transmission agreement prior to the
Lease Termination Date and such definitive transmission agreement shall provide
for compensation to PNM for the transmission services so provided at the Fair
Market Sales Value thereof.
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6091.CHASEU2.LEASE.56:3
ARTICLE VIII MISCELLANEOUS
SECTION 8.01. Successors and Assigns. This Agreement shall be
binding upon the successors and assigns of each of PNM and the Owner Trustee.
SECTION 8.02. Governing Law. The interpretation of this
Agreement and the rights and obligations of the parties hereto shall be governed
by and construed and enforced in accordance with the law of the State of New
York.
SECTION 8.03. Counterpart Execution. This Agreement may be
executed in any number of counterparts and by each of the parties hereto on
separate counterparts, all such counterparts together constituting but one and
the same instrument.
SECTION 8.04. Amendments. The terms of this Agreement shall not
be waived, altered, modified, amended, supplemented or terminated in any manner
whatsoever, except by written instrument signed by PNM and the Owner Trustee.
SECTION 8.05. Survival. All agreements and covenants contained
in this Agreement or any agreement, document or certificate delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement.
SECTION 8.06. Severability of Provisions. Any provision of this
Agreement which may be determined by competent authority to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and no such prohibition or unenforceability in any
jurisdiction shall invalidate or render unenforceable such provisions in any
other jurisdiction. To the extent permitted by Applicable Law, PNM hereby waives
any provision of law which renders any provision hereof prohibited or
unenforceable in any respect.
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6091.CHASEU2.LEASE.56:3
SECTION 8.07. Headings. The division of this Agreement into
sections, the provision of a table of contents and the insertion of headings are
for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.
SECTION 8.08. Disclosure of Beneficiary. Pursuant to Arizona
Revised Statutes 133-401, the beneficiary of the Trust Agreement is Chase.
Manhattan Realty Leasing Corporation, a New York corporation, whose address is
One Chase Manhattan Plaza (20th Floor), New York, New York 10081, Attention of
Leasing Administrator. A copy of the Trust Agreement is available for inspection
at the offices of the Owner Trustee at 100 Federal Street, Boston, Massachusetts
02110, Attention of Corporate Trust Division.
SECTION 8.09. Capacity of Lessee. Notwithstanding anything to
the contrary in this Agreement, both parties hereto agree that all rights and
obligations of the Lessee with respect to PVNGS under this Agreement are rights
and obligations of the Lessee solely in its capacity as an ANPP Participant and
not in its capacity as Operating Agent.
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6091.CHASEU2.LEASE.56:3
IN WITNESS WHEREOF, the parties hereto have each caused this
Agreement to be duly executed in New York, New York by their respective officers
thereunto duly authorized.
PUBLIC SERVICE COMPANY OF NEW MEXICO
By ____________________________
Vice President and Chief
Financial Officer
THE FIRST NATIONAL BANK OF BOSTON,
not in its individual
capacity, but solely as owner
Trustee under a Trust
Agreement, dated as of
December 15, 1986, with Chase
Manhattan Realty Leasing
corporation
By:_______________________
Assistant Vice
President
State of New York )
)SS:
County of New York )
The foregoing instrument was acknowledged before me this 15th
day of December, 1986, by A.J. Robison, Senior Vice President and Chief
Financial officer of Public Service Company of New Mexico, a New Mexico
corporation, on behalf of the corporation.
----------------------------
Notary Public
State of New York )
) ss.
County of New York )
Delia T. Santiago
Notary Public, State of New York
No. 41-3451160
Qualified in Queens County
Commission Expires March 30, 1987
The foregoing instrument was acknowledged before me this 4th
day of December, 1966, by Martin P. Henry, Assistant Vice President of The First
National Bank of Boston, a national banking association, on behalf of the
banking association as Owner Trustee under that certain Trust Agreement dated as
of December 15, 1986.
----------------------------
Notary Public
DAVID A. SPIVAK
Notary Public, State of New York
NO. 31-4693468
Qualified in New York County
Commission Expires: March 30, 1987
SCHEDULE 1
UNDIVIDED INTEREST DESCRIPTION
The Undivided Interest is a (i) .7933333% undivided interest
in and to the property described under A below and a .2644444% individed
interest in and to the property described in H below.
A. Unit 2 of the Palo Verde Nuclear Generating Station (PVNGS),
located in Maricopa County, Arizona, approximately 55 miles west of the city of
Phoenix, Arizona, and approximately 16 miles west of the City of Buckeye,
Arizona, consisting of:
I. Unit 2 Combustion Engineering "System 80" pressurized water reactor
nuclear steam supply system (the NSSS) . The NSSS is comprised of a
reactor vessel containing 241 fuel assemblies with approximately 100
tons of enriched uranium (fuel assemblies, however, are not part of
Unit 2 and are not included in the Undivided Interest being sold),
two steam generators, four reactor coolant pumps and various
additional Systems and subsystems. The licensed thermal rating of
the NSSS is 3800 Mw.
II. Unit 2 GE TCEF-43, 1800 RPM tandem-compound, six flow, reheat
turbine-generator including turbine, generator, moisture
separator-reheater, exciter, controls, and auxiliary subsystems. The
turbine-generator is conductor cooled and rated at 1,554 MVA at
24,000 V, 3 phase, 60 Hz, 1.5 in Hg ABS back pressure, and
approximately 1,363 MW maximum gross electric output.
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6091.CHASEU2.LEASE.56:3
III. Unit 2 146 ft. inside diameter, steel-lined, prestressed concrete
cylindrical containment building with a hemispherical dome designed
for 60 psig. The containment building houses the reactor system
IV. Unit 2 auxiliary systems and equipment including engineered
safeguards Systems, reactor auxiliary systems and turbine-generator
auxiliary systems associated with items I, II, and XII above,
extending to and including the Unit 2 start-up transformer
V. Unit 2 cooling tower system consisting of three (3) mechanical draft
cooling towers, including a closed cycle circulating water system,
make-up water systems and essential spray ponds.
VI. Unit 2 radioactive waste treatment system, including liquid,
gaseous, and solid waste subsystems, controls, instrumentation,
storage, handling and shipment facilities.
VXI. Unit 2 emergency diesel-generator system, including a
diesel-generator building which contains two diesel generators, fuel
oil systems, storage tanks, control and instrumentation systems and
other equipment.
VIII. Unit 2 internal communication systems, including associated
interconnections and computer data links
BUT EXCLUDING:
I. Nuclear fuel for Unit 2, including spare fuel assemblies
II. Spare Parts (Unit 2).
III. Transmission facilities (including any and all facilities and
equipment providing interconnection between the Unit 2 turbine
generator and the ANPP High Voltage switchyard, including step-up
transformers and standby equipment and systems).
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6091.CHASEU2.LEASE.56:3
IV. Oil and diesel fuel inventories (Unit 2).
B. All PVNGS common facilities, INCLUDING BUT NOT LIMITED To:
I. Surveillance systems, including associated radioactive monitoring
systems and equipment.
II. Water treatment facilities and transport systems for supply of waste
water effluent.
III. Warehouse and related storage facilities and equipment.
BUT EXCLUDING:
I. Nuclear fuel, including spare fuel assemblies.
II. All transmission and ANPP High Voltage Switchyard facilities.
III Administration Building.
IV. Administration Annex Building.
V. Technical Support Center.
VI. Visitor Center.
VII. External communication systems and equipment, including associated
interconnections and computer data links.
VIII. Parking lot improvements, road improvements, fencing and dikes.
IX. Spare parts (common facilities)
X. Simulator.
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6091.CHASEU2.LEASE.56:3
XI. Oil and diesel fuel inventories.
XII. Real property, beneficial interest in Title USA Company of Arizona
Trust No. 530, and Project Agreement interests described in Schedule
2.
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6091.CHASEU2.LEASE.56:3
SCHEDULE 2
REAL PROPERTY INTEREST DESCRIPTION
The Real Property Interest is a (i) .2333334% undivided
interest in the land described in I below, a (ii) .2644444% undivided interest
in the rights and interests described in II below, and a .2644444% undivided
interest in the right and interests described in III below.
I. PVNGS PLANT SITE
PARCEL NO. 1: Lot Four (4); the Southwest quarter of the Northwest quarter; and
the West half of the Southwest quarter, all in Section Two (2), Township One (1)
South, Range Six (6) West of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona
PARCEL NO. 2: All of Section Three (3), Township One (1) South, Range Six (6)
West of the Gila and Salt River Base and Meridian, Maricopa County, Arizona
PARCEL NO. 3: The East half of Section Four (4), Township One (1) South, Range
Six (6) West of the Gila and Salt River Base and Meridian, Maricopa County,
Arizona.
PARCEL NO. 4: The West half of Section Twenty-six (26), Township One (1) North,
Range Six (6) West of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona.
PARCEL NO. 5: Section Twenty-seven (27), Township One (1) North, Range Six (6)
West of the Gila and Salt River Base and Meridian, Maricopa County, Arizona;
EXCEPT the Northwest quarter of Section 27
PARCEL NO. 6: The Southeast quarter of Section Twenty-eight (28), Township One
(1) North, Range Six (6) West of the Gila and Salt River Base and Meridian,
Maricopa County, Arizona; EXCEPT 50% of all oil, gas and other mineral deposits
and geothermal resources recovered from or developed on the property, as
reserved in instrument recorded May 10, 1974 in Docket 10647, page 136.
PARCEL NO. 7: The East half of Section Thirty-three (33), Township One (1)
North, Range Six (6) West of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona.
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PARCEL NO 8: All of Section Thirty-four (34), Township one (1) North, Range Six
(6) West of the Gila and Salt River Ease and Meridian, Maricopa County, Arizona.
PARCEL NO. 9: The West half of Section Thirty-five (35), Township One (1) North,
Range Six (6) West of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona.
PARCEL NO. 10: The Southeast quarter of Section Nine Township One (1) South,
Range Six (6) West of the Gila and Salt River Base and Meridian, Maricopa
County, Arizona; EXCEPT the Northwest quarter thereof.
PARCEL NO. 11: All of Section Ten (10), Township One (1) South, Range Six (6)
West of the Gila and Salt River Base and Meridian, Maricopa County, Arizona;
EXCEPT the East half of the Southeast quarter thereof; and EXCEPT the North half
of the South half of the Northwest quarter of the Northwest quarter thereof.
PARCEL NO. 12: That part of the East half of the Southwest quarter of Section
Twenty-three (23), Township One (1) North, Range Six (6) West of the Gila and
Salt River Base and Meridian, Maricopa County, Arizona, more particularly
described as follows:
BEGINNING at the Southeast corner of the said East half of the
Southwest quarter of Section 23; thence West, an assumed bearing along
the South line of the said East half of the Southwest quarter of Section
23, for a distance of 762.04 feet; thence North C degrees 03 minutes 39
seconds West; parallel to the East line of the said East half of the
Southwest quarter of Section 23, for a distance of 1946.46 feet to a
point on the South right-of-way line of the 200 foot wide
HASSAYAMPA-SAWME HIGHWAY, as recorded in Book 12 of Road Maps, page 82,
Maricopa County Recorder, Maricopa County, Arizona; thence continuing
North 0 degrees 03 minutes 39 seconds West for a distance of 234.15 feet
to a point on the North right-of-way line of said highway; thence South
58 degrees 43 minutes 35 seconds East, along said North right-of-way
line for a distance of 892.17 feet to a point on the said East line of
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the East half of the Southwest quarter of Section 23; thence South 0
degrees On minutes 39 seconds East, along said East line for a distance
of 234.15 feet to a point on the said South right-of-way line; thence
continuing South 0 degrees on minutes 39 seconds East for a distance of
1463.31 feet to the true point of beginning;
EXCEPT the East 305 feet of the South 305 feet thereof; and
EXCEPT one-half of the minerals and mineral rights and mineral
estates of every kind and nature, as set forth in Deed recorded in
Docket 11652, page 52, Maricopa County Records.
PARCEL NO. 13: The North half of the South half of the Northwest quarter of the
Northwest quarter off Section Ten (10), Township One (1) South, Range Six (6)
West of the Gila and Salt River Base and Meridian, Maricopa County, Arizona.
II. HASSAYAMPA PUMPING STATION AND EFFLUENT PIPELINE
All real property, leases, licenses, easements, rights-of-way
and other property held by Title USA Company of Arizona Trust No. 530
established by that certain Trust Agreement dated October 15, 1975, as amended,
'but excluding therefrom all improvements.
III. MISCELLANEOUS REAL PROPERTY INTERESTS
Those ANPP Project Agreements (as defined in the ANPP
Participation Agreement), in addition to the Trust Agreement for Title USA
Company of Arizona Trust 530, consisting of leases, licenses, easements, and
permits, which provide land and land rights for (a) the pipeline to supply waste
water effluent to PVNGS from the 91st Avenue sewage treatment plant serving the
Phoenix Metropolitan area and (b) railroad access to the Nuclear Plant Site (as
defined in the ANPP Participation Agreement).
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