Exhibit 10-3
Contract No. DE-SC05-84UE07533
ROCHESTER GAS AND ELECTRIC
CORPORATION
Modification No. 8
SUPPLEMENTAL AGREEMENT
----------------------
(CUSTOMER'S AGREEMENT TO PARTICIPATE IN
150-DAY ENHANCED ORDERING PROCESS)
THIS SUPPLEMENTAL AGREEMENT, entered into this day of
---
, 1990, by and between the UNITED STATES OF AMERICA (hereinafter
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referred to as the "Government"), acting through the SECRETARY OF ENERGY
(hereinafter referred to as the "Secretary"), the statutory head of the
DEPARTMENT OF ENERGY (hereinafter referred to as "DOE"), and ROCHESTER GAS AND
ELECTRIC CORPORATION (hereinafter referred to as the "Customer");
WITNESSETH THAT:
WHEREAS, DOE and the Customer have heretofore entered into Contract
No. DE-SC05-84UE07533, and various modifications thereto, pursuant to which DOE
agreed to furnish the Customer certain uranium enrichment services; and
WHEREAS, DOE and the Customer hereby wish to modify the contract
further pursuant to Article XI - Amendments; and
----------
WHEREAS, this modification is intended to authorize the Customer's
participation in an Enhanced Process for Order Specification by making certain
specific but limited modifications to Customer's enrichment contract; and
WHEREAS, this modification is authorized by the Atomic Energy Act of
1954, as amended; the Department of Energy Organization Act (P.L. 95-91); and
other applicable law;
NOW, THEREFORE, the parties agree to the following:
Under the option provided to the Customer under this contract
modification, the Customer can obtain enrichment services on a shorter lead time
when the assay of the enriched uranium product is less than 4.5% U-235, and the
Customer's minimum commitment to DOE is 70 percent or more of the Customer's
requirements. It is further agreed, however, that the charge for enrichment
services will be established as if no reduction in order lead time had been
authorized. In this regard, the following new Section E. is hereby added to
Appendix "A" of the Customer's Utility Services (US) Contract and is applicable
when orders are placed for enriched uranium with an assay less than 4.5% U-235
(the terms unmodified by this contract modification shall remain applicable for
orders when the assay is 4.5% or greater):
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"E. ENHANCED PROCESS FOR ORDER SPECIFICATION
----------------------------------------
1. The flexibility offered hereunder is applicable in years when
Customer's minimum commitment to DOE, as specified in Article
III, Paragraph 1.a., is 70 percent or more of requirements and
Customer's order is for enrichment assays of less than 4.5
percent U-235.
2. In accordance with Paragraph 4. of Article III, the Customer is
required to establish a firm delivery date no later than 180 days
in advance of delivery. This notification will contain a non-
binding estimate of total SWU and transaction tails assay. The
Customer is hereby authorized to defer by 30 days its written
notice confirming specific quantities (Kg U) and assays (weight
percent U-235) of enriched uranium, transaction tails assay, and
other logistical information normally provided pertaining to the
order.
3. After title of enriched uranium product is transferred f.o.b.
Customer's vehicle or commercial conveyance at DOE's enrichment
plant, DOE shall submit a bill for charges. Payments shall be
made within 30 days from the date of DOE's billing, and otherwise
consistent with all other provisions of Article IX - Billings and
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Payment.
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4. Either party may terminate its participation in this Enhanced
Ordering Process by providing nine (9) months' written notice of
its intention to the other party."
IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Agreement as of the day and year first above written.
UNITED STATES OF AMERICA
BY: SECRETARY OF ENERGY
BY:
--------------------------------
(Contracting Officer)
ROCHESTER GAS AND ELECTRIC CORPORATION
BY: /s/ Gregory J. Fuller
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TITLE: Purchasing Agent
-----------------------------
(Contracting Officer)
[LETTERHEAD OF UNITED STATES ENRICHMENT CORPORATION]
Letter Supplement to
Contract No.
DE-SC05-84UE07533
Rochester Gas and Electric Corporation
Modification No. 9
March 8, 1994
Attn: Purchasing Agent
89 East Avenue
Rochester Gas and Electric Corporation
Rochester, New York 14649-0001
Dear Sir:
Pursuant to mutual agreement by the parties to Utility Services
Contract No. DE-SC05-84UE07533 between United States Enrichment Corporation
(USEC) and Rochester Gas and Electric Corporation, said contract is amended with
respect to the 10-year advance notice requirement for termination of enrichment
services to be delivered in Fiscal Year 2003 and 2004. The parties agree that
said contract is amended in the following respects only:
For purposes of providing notice to USEC of termination
of enrichment services to be delivered in Fiscal Year 2003
and 2004 and calculating termination charges based upon such
notice, pursuant to Sections 2 and 3 of Article X -
TERMINATION - SUSPENSION, the date for providing notice of
------------------------
termination such that "0" is the applicable percentage to be
used in calculating termination charges under Subsection 3.a.
of Article X of said contract shall be deferred until April,
1995.
Such deferral is effective for the aforementioned April 1, 1994,
notice date only, and shall not affect any other required notices, including
those for termination of deliveries of enrichment services in fiscal years other
than 2003 and 2004.
This amendment to Utility Services Contract No. DE-SC05-84UE07533 is
to the mutual benefit of the parties thereto.
March 8, 1994
Page 2
Please indicate your acceptance of this letter supplement in the
space provided below. Please return one signed original to USEC, and the second
is your records.
Sincerely,
United States Enrichment Corporation
By: s/ [signature unreadable]
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Title: Executive Vice President, Operations
------------------------------------
Date: 1/8/94
------------------------------------
Accepted:
By: /s/ Robert C. Mecredy
------------------------------------
Title: Vice President, Nuclear Operations
----------------------------------
Date: Oct. 14, 1994
-------------------------------------
Contract Nos. DE-SC05-79UE04564
and DE-SC05-79UE04691
ROCHESTER GAS AND ELECTRIC CORPORATION
SUPPLEMENTAL AGREEMENT OF SETTLEMENT
------------------------------------
THIS SUPPLEMENTAL AGREEMENT OF SETTLEMENT, entered into this 25th day of
September, 1984, by and between the UNITED STATES OF AMERICA (hereinafter
referred to as the "Government"), acting through the SECRETARY OF ENERGY
(hereinafter referred to as the "Secretary"), the statutory head of the
DEPARTMENT OF ENERGY (hereinafter referred to as "DOE"), and ROCHESTER GAS AND
ELECTRIC CORPORATION (hereinafter referred to as the "Customer");
WITNESSETH THAT:
WHEREAS, the Government and the Customer entered into Contract Nos. DE-SC05-
79UE04564 and DE-SC05-79UE04691 (hereinafter referred to as the "contracts"),
and various modifications thereto, pursuant to which the Secretary of Energy
agreed to furnish the Customer certain uranium enrichment services; and
WHEREAS, the Customer and the Government desire to terminate the contracts
at no cost to either party in order to enter into a new Utility Services form of
uranium enrichment services contract covering the enrichment needs of the
facility designated in said contracts; and
WHEREAS, this Supplemental Agreement of Settlement is authorized by the
Department of Energy Organization Act, and other applicable law;
NOW, THEREFORE, the parties hereto do hereby agree as follows:
1. The contracts identified above are hereby terminated in their
entirety.
2. The Customer hereby unconditionally waives any claim against the
Government by reason of the termination of the contracts and releases it from
any and all obligations arising under the contracts by reason of their
termination.
3. The Government hereby unconditionally waives any claim against the
Customer by reason of the termination of the contracts and releases it from any
and all obligations arising under the contracts by reason of their termination.
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IN WITNESS WHEREOF, the parties hereto have executed this Supplemental
Agreement of Settlement as of the day and year first above written.
UNITED STATES OF AMERICA
BY: SECRETARY OF ENERGY
BY: /s/ Peter D. Dayton
-----------------------------------------
(Contracting Officer)
ROCHESTER GAS AND ELECTRIC CORPORATION
BY: /s/ John Maier 9-25-85
----------------------------------------------
TITLE: Senior Vice President
-------------------------------------------
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ROCHESTER GAS AND ELECTRIC CORPORATION
CONTRACT NO. DE-SC05-84UE07533
TABLE OF CONTENTS
TO
URANIUM ENRICHMENT SERVICES CONTRACT
------------------------------------
ARTICLE PAGE
NO. NO.
- ------- ----
I DEFINITIONS 1
II TERM OF CONTRACT 3
III ENRICHMENT SERVICES - DELIVERY
SCHEDULES - SPECIFICATIONS 3
IV CHARGES FOR ENRICHMENT SERVICES -
CEILING CHARGE - OTHER CHARGES 7
V DOE FACILITY PROVIDING ENRICHMENT
SERVICES - POINT OF DELIVERY FOR
FEED MATERIAL 9
VI WARRANTY OF FEED MATERIAL FURNISHED
BY CUSTOMER - INDEMNITY 9
VII CUSTOMER'S OPTION TO ACQUIRE TAILS
MATERIAL 9
VIII ADVANCE PAYMENT 10
IX BILLINGS AND PAYMENT 11
X TERMINATION - SUSPENSION 12
XI AMENDMENTS 14
XII NOTICES 14
XIII GENERAL TERMS AND CONDITIONS -
CONFLICTS 15
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CONTRACT NO. DE-SC05-84UE07533
ROCHESTER GAS AND ELECTRIC CORPORATION
URANIUM ENRICHMENT SERVICES CONTRACT
------------------------------------
(Utility Services Contract)
THIS CONTRACT, entered into this 25th day of September, 1984,
effective as of the 1st day of September, 1984, by and the UNITED STATES OF
AMERICA (hereinafter referred to as the "Government"), acting through the
SECRETARY OF ENERGY (hereinafter referred to as the "Secretary"), the statutory
head of the DEPARTMENT OF ENERGY (hereinafter referred to as "DOE"), and
ROCHESTER GAS AND ELECTRIC CORPORATION (hereinafter referred to as the
"Customer");
WITNESSETH THAT:
WHEREAS, DOE is authorized to enter into contracts for the producing
or enriching of special nuclear material in facilities which are part of the
Government's uranium enrichment program; and
WHEREAS, DOE intends to be responsive to the changing needs of its
Customers; and
WHEREAS, DOE intends to serve as a reliable long-term supplier of
uranium enrichment services at predictable prices while providing the most
competitive prices possible through technological innovation; and
WHEREAS, DOE desires to operate the enrichment complex on a sound
business basis without Government subsidy; and
WHEREAS, the Customer and DOE desire to terminate all previous long-
term contracts between the Customer and DOE for the furnishing of uranium
enrichment services in order to accommodate the Customer's desire to obtain such
services under the Utility Services form of uranium enrichment services
contract; and
WHEREAS, DOE is willing to provide such services under the terms and
conditions set forth in this contract; and
WHEREAS, this contract is authorized by the Atomic Energy Act of 1954,
as amended, the Department of Energy Organization Act (P. L. 95-91), and other
applicable law;
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NOW, THEREFORE, the parties hereto do hereby agree as follows:
ARTICLE I - DEFINITIONS
-----------
As used throughout this contract, the following terms shall have the
meanings set forth below:
1. The term "Act" means the United States Atomic Energy Act of 1954,
as amended.
2. The term "Contracting Officer" means the person executing this
contract on behalf of the Government, and includes his successors or any duly
authorized representative of any such person.
3. The term "DOE" means the Department of Energy operating in
accordance with the provisions of the Department of Energy Organization Act
P. L. 95-91) under the supervision and direction of the Secretary of Energy, or
any duly authorized representative including the Contracting Officer.
4. The term "DOE's established specifications" means the
specifications for purity and other physical or chemical properties of special
nuclear material and source material (including tails material) applicable to
material subject to this contract on the date of delivery of such material.
5. The term "DOE facility" means a laboratory, plant, office or other
establishment operated by or on behalf of DOE.
6. The term "enriched uranium" means uranium enriched in the isotope
235.
7. The term "enrichment services" means the separative work necessary
to enrich or further enrich uranium in the isotope 235.
8. The term "established DOE pricing policy" means any policy
established by DOE that is applicable to prices or charges in effect at the time
of performance of any services under this contract; provided, however, that for
purposes of this definition, any enrichment services performed by DOE shall be
deemed to have been performed on the date of delivery of related enriched
uranium to the Customer.
9. The term "established DOE standard table of enrichment services,"
which may also be referred to in this contract as "Standard Table," means the
table published from time to time by DOE in the Federal Register or otherwise
----------------
and in effect at the time of delivery of any enriched uranium to the Customer
under this contract, which table is to be used in connection with the furnishing
of enrichment services by DOE to determine the relationship between feed
materials, enriched uranium produced therefrom and separative work thereby
required to be performed as a function of the quantities and assays of such
materials. The tails (waste) assay set forth in the Standard
-2-
Table is the assay basis on which the values in such table are computed for
purposes of transactions under this contract (transaction tails assay) and may
vary from time to time from the tails assay at which DOE enrichment facilities
are operating.
10. The term "feed material" means uranium in the form of UF\\6\\ to
be furnished by the Customer to DOE in connection with the providing of
enrichment services to the Customer under this contract; provided, however, it
shall not, except as may otherwise be agreed by DOE and the Customer from time
to time, mean uranium having an assay (weight percent U-235) below 0.711.
11. The term "fiscal year" means the U.S. Government's fiscal year.
12. The term "natural uranium" means uranium which has neither been
enriched nor depleted in the isotope 235.
13. The term "persons acting on behalf of DOE" includes employees and
contractors of DOE, and employees of such contractors, who implement or
participate in the implementing of this contract pursuant to their employment or
their contracts with DOE.
14. The term "tails material" means uranium produced as a result of
the performance of enrichment operations, and with an isotope 235 assay less
than 0.711 weight percent U-235 in total uranium.
15. The term "requirements" means all enrichment services purchased,
or otherwise acquired, associated with the enriched uranium nuclear fuel
necessary to operate the designated facility or facilities. Unless otherwise
agreed, in no event may these requirements be reduced due to excess inventories
accumulated prior to Fiscal Year 1987.
ARTICLE II - TERM OF CONTRACT
----------------
The term of this contract shall begin the day it is executed, and will
continue for the life of the longest operating nuclear power facility included
herein or for a period of 30 years, whichever is less, unless terminated in
accordance with other provisions of this contract. This represents a 30-year
obligation for the provision of enrichment services by DOE while allowing
termination by the Customer with 10 years' notice at no cost according to the
provisions of Article X.
ARTICLE III - ENRICHMENT SERVICES - DELIVERY
------------------------------
SCHEDULES -
------------
SPECIFICATIONS
--------------
1. a. DOE shall furnish to the Customer during the term of this
contract, and the Customer shall purchase from DOE a minimum of 70 percent of
the Customer's requirements for enrichment services during each fiscal year
(minimum commitment) in connection with the operation of all the Customer's
existing nuclear
-3-
power facilities, in accordance with the terms and conditions set forth in this
contract. The Customer's existing facilities are designated in Appendix "A."
Upon 18 months' written notice to DOE, the Customer may include future Customer
facilities herein as additional designated facilities. The enrichment services
required in excess of the minimum commitment set forth above may be purchased
from any source. In the event the Customer desires to purchase enrichment
services from DOE in excess of the aforementioned minimum commitment, the
Customer may request DOE to furnish such additional enrichment services. Such
request shall be made to DOE not later than the date the Customer submits to DOE
the notice of its estimated requirements for the designated facilities in
accordance with Section 2. below. DOE may agree to furnish such additional
enrichment services hereunder if it is determined by DOE that it has the
capability to furnish such additional enrichment services. DOE will advise the
Customer if the request will be met within thirty (30) days after receiving the
Customer's written notification.
If the Customer's minimum commitment is 70 percent or greater, the
Customer may adjust the minimum commitment set forth above upward or downward to
any percentage within the range of 70 percent to 100 percent upon 5-year advance
written notice to DOE.
Within 30 days following the end of each fiscal year, the Customer
shall submit to DOE a certification related to the designated facility or
facilities for the preceding fiscal year. The certification shall include a
statement of requirements and total enrichment services purchased from DOE for
operation of the designated facilities.
b. Notwithstanding the provisions of Section 1.a., above, for
the Fiscal Years 1984, 1985, and 1986, the Customer shall take the minimum
services as set forth in Section B. of Appendix "A" to this contract. If the
Customer has a requirement for enrichment services in Fiscal Year 1986 for the
facilities designated herein in excess of the amount identified in Section B. of
Appendix "A," such requirement must be obtained from DOE or from DOE-origin
enriched uranium.
c. The Customer shall specify both the amount and the source
from which it will obtain the DOE-origin separative work or material which will
be used to offset its requirements in Fiscal Years 1984 and/or 1986, and a
statement signed by such source that the separative work or material is DOE-
origin and is not being furnished to the Customer in order to
substitute non-DOE-origin separative work or material in its nuclear facility.
2. Unless otherwise agreed by DOE and the Customer, on or before
each date which is eighteen (18) months in advance of a fiscal year of delivery,
the customer must give DOE written notice of its estimated enrichment services
requirements (even if such amounts are zero).
3. Subject to compliance with applicable laws, regulations and
ordinances, the Customer may use or dispose of any amount of enriched uranium
delivered hereunder for the designated facilities in any manner.
-4-
4. The parties shall agree from time to time on firm delivery dates
for the specific quantities (kg U) and assays (weight percent U-235) of enriched
uranium required by the Customer and feed material to be delivered to DOE;
provided, however, that in no event shall the maximum assay of enriched uranium
to be delivered by DOE exceed the maximum assay indicated to be so available in
the DOE Standard Table of enriching services; nor shall the minimum assay of
feed material to be delivered by the Customer be less than the minimum assay
indicated in such table; and provided further that the Customer will be required
to establish a firm delivery date no later than 180 days in advance. The
Customer shall furnish to DOE feed material in such quantities and assays as are
required, in accordance with the established DOE Standard Table of enriching
services, or such other quantities and assays as may be required by the tails
assay elected by the Customer in accordance with Section 7. below to obtain
material of higher U-235 assay required by the Customer for the operation of the
facility or facilities specified in Paragraph 1., hereof.
5. a. At the time the Customer provides notice to DOE of its
estimated enrichment services requirements under Section 2., above, the Customer
shall also provide DOE with (i) written schedules for its estimated monthly
quantities and assays of enriched uranium which the Customer proposes that DOE
deliver; (ii) the Customer's proposed transaction tails assay in accordance with
Section 7. below if the Customer elects such option; and (iii) the Customer's
proposed deliveries of feed material to DOE. Such schedules shall not be
binding on DOE or the Customer.
b. At the time the Customer provides notice to DOE of its
estimated enrichment services requirements under Section 2., above, the Customer
shall also provide DOE with written schedules for the subsequent nine-fiscal-
year period of the estimated amounts of enrichment services required by the
Customer and proposed to be furnished by DOE each fiscal year. Such schedules
shall not be binding on DOE or the Customer.
c. To assist DOE in the operational planning, the Customer
shall submit to DOE the information set forth in Attachment 1 to Appendix "A" at
the time the customer provides its estimated enrichment services requirements
under Section 2., above.
6. a. In the event the total amount of deliveries requested by DOE
customers during any month or on any date exceeds the amount which DOE can
reasonably deliver during that period, DOE may notify the Customer that delivery
cannot be made at the time requested. Such notice will be provided by DOE
within 10 working days after receipt by DOE of the Customer notice delivered in
accordance with Section 4. above, and unless otherwise agreed, will specify a
period or periods not more than two (2) months prior or one (1) month subsequent
to the requested month of delivery. If delivery is made prior to the requested
delivery period, the Customer will be billed as if delivery had taken place on
the delivery date requested or on the last day of the requested delivery period
if a specific date is not requested. If delivery is delayed by DOE, the
Customer will be billed on the date delivery is made and the price shall be as
if delivery had taken place on the delivery date requested by the Customer.
-5-
b. Deliveries of feed material to DOE shall precede related
deliveries of enriched uranium to the Customer. Unless otherwise agreed, such
feed material deliveries shall be at least 90 days and not more than 180 days
prior to the beginning of the enriched uranium delivery period, or the enriched
uranium delivery period requested by the Customer, if delivery is scheduled by
DOE prior to such requested delivery period. In the event feed material is not
delivered on or before the date required under this section, the Customer shall
pay a late feed charge equal to the value of such feed material as determined by
the DOE published price multiplied by the same interest rate used by DOE for
calculating late payment charges under Article IX, Section 4., for the period of
time such feed material is late.
7. In the event the Customer wishes to obtain, during any fiscal
year commencing with Fiscal Year 1987, enriched uranium that would vary the
enrichment services required from that obtainable, pursuant to the established
DOE Standard Table of enrichment services, the Customer may obtain such enriched
uranium by electing the Variable Tails Assay Option. Such option may be elected
by giving written notice to DOE of the selected tails assay at the time which
the Customer establishes the firm delivery date in accordance with Section 4.,
above. The option is available at least between the tails assay of 0.20 weight
percent U-235 to 0.30 weight percent U-235 inclusive. DOE, upon request, will
exercise its best efforts to furnish tails assays below 0.2 and above 0.3 weight
percent U-235, to the extent DOE determines it to be practicable. DOE shall
advise the Customer within thirty (30) days after receipt of such request if the
Customer's request can be met. A fee will be assessed hereunder not to exceed
0.7 percent multiplied by the charge for enrichment services as established in
Article IV, Section 1., for each 0.01 percent selected by the Customer above the
tails assay in the Standard Table. Such fee is in addition to the enrichment
services charge and is not subject to the enrichment services ceiling charge set
forth in Article IV below. If the selected tails assay is below the Standard
Table, the Customer may be entitled to a credit, as determined by DOE, against
its enrichment services charge. Such credit, if any, will be calculated by use
of the methodology identified above.
8. It is recognized that deliveries of enriched uranium to the
Customer or of feed material to DOE may vary slightly from the quantity or assay
intended to be delivered. It is agreed that variations in (i) quantities of
material delivered of not greater than 0.50% in case of material of not more
than 5% assay (weight percent U-235) and not greater than 0.25% in case of
material of greater than 5% assay (weight percent U-235), and (ii) assays within
the variation permitted by DOE's established specifications shall be acceptable.
However, in the event the quantity of feed material actually furnished and
acceptable hereunder is less than that required under the established DOE
standard table of enrichment services to obtain the quantity and assay of
enriched uranium actually delivered to the Customer or, where applicable, less
than that required pursuant to Section 7., above, even though within the
foregoing permissible variations, the Customer shall pay DOE charges determined
in accordance with the established DOE pricing policy for the additional feed
material; and provided further, that in the event the quantity of feed material
actually furnished and acceptable hereunder is greater than that required, under
the established DOE standard table of enrichment
-6-
services or, where applicable, greater than that required pursuant to Section
7., above, to obtain the quantity and assay of enriched uranium actually
delivered to the Customer, such excess feed material shall, at the election of
the Customer, either be retained by DOE and applied against future deliveries of
feed material or be delivered to the Customer at the Customer's expense, and the
excess feed material shall not be taken into consideration in determining the
amount to be paid to DOE. Feed material furnished in excess of the amounts
acceptable hereunder shall, unless otherwise agreed, be delivered to the
Customer at the Customer's expense. Any change in such Standard Table shall
require at least 540 days' notice to the Customer.
9. All feed material to be furnished to DOE and all enriched uranium
to be delivered to the Customer hereunder shall be in the form of UF\\6\\ and
conform to DOE established specifications for such material. Any changes in DOE-
established specifications shall require at least 540 days' prior notice to the
Customer. Determinations of the quantities and properties of all such material
delivered by or to DOE shall be made in accordance with the provisions of this
contract. Upon final determination that any such material is not of the assay
required by this contract or does not conform to DOE's established specification
for such material, the supplier of such material shall thereupon promptly elect
either to (a) remove the rejected material, or (b) provide the receiver with
instructions for its disposition. Where the supplier is DOE, all rejected
material shall be promptly replaced with conforming material. Any such removal
or other disposition in accordance with (a) or (b) above shall be at the expense
of the supplier, and the supplier shall reimburse the receiver for the
reasonable cost of disposing of such material. Where the receiver is DOE, such
reasonable cost shall be determined in accordance with the established DOE
pricing policy.
10. Unless otherwise agreed, any feed material derived from
reprocessed irradiated uranium furnished by the Customer to DOE must be from
uranium originally enriched by DOE and conform to DOE-established specifications
for such material. If circumstances exist under which it will materially
benefit both the Customer and DOE for DOE to accept feed material derived from
reprocessed irradiated uranium originally enriched by a source other than DOE,
DOE will negotiate in good faith with the Customer to establish conditions for
acceptance which will protect other DOE customers from being adversely affected
by acceptance of such feed material. Any agreement regarding acceptance of such
feed material will be incorporated into this contract as an amendment hereto, in
accordance with Article XI -Amendments. By publication in the Federal Register
---------------------- ----------------
or otherwise, DOE may establish charges associated with accepting reprocessed
irradiated uranium as feed material.
ARTICLE IV - CHARGES FOR ENRICHMENT SERVICES -
---------------------------------
CEILING CHARGE - OTHER CHARGES
------------------------------
1. The charges to be paid to DOE for enrichment services provided to
the Customer hereunder will be determined in accordance with the established DOE
pricing policy for such services; provided that the unit charge for enrichment
services under this contract shall not exceed a ceiling charge of $135.00 per
separative work unit through September 30, 1985. After that date, the ceiling
charge is subject to adjustment
-7-
to reflect changes in DOE's costs, including changes in electrical rates and the
purchasing power of the U.S. dollar. This adjustment shall be made annually as
of the beginning of each fiscal year; unless the index for the Implicit Price
Deflator for the U.S. Gross National Product referred to below rises by more
than 3 percent during a calendar quarter, then this adjustment may be made at
the election of DOE as of the beginning of the following fiscal quarter. This
adjustment shall be determined in accordance with the following formula:
X equals A plus B plus C, where
a. X equals the adjusted ceiling charge applicable to a fiscal year
beginning after September 30, 1985;
b. A equals the electricity demand component of the ceiling charge,
determined as follows:
A equals ($20.00) plus [($20.00) times (D\\n\\ minus D),
divided by D], where
D\\n\\ equals the average per kilowatt demand rate applicable to
DOE's enrichment plants for the 3-month period ending June 30 of
the fiscal year immediately preceding the fiscal year for which
the calculation is made; and
D equals the average per kilowatt demand rate applicable to DOE's
enrichment plants for the 3-month period ending June 30, 1984.
c. B equals the electric energy component of the ceiling charge
determined as follows:
B equals ($47.50 ) plus [($47.50) times (E\\n\\ minus E),
divided by E], where
E\\n\\ equals the average per kilowatt hour rate applicable to
DOE's enrichment plants in effect for the 3-month period ending
June 30 of the fiscal year immediately preceding the fiscal year
for which the calculation is made; and
E equals the average per kilowatt hour rate applicable to DOE's
enrichment plants for the 3-month period ending June 30, 1984.
d. C equals ($67.50 ) plus [($67.50) times (I\\n\\ minus I), divided
by I], where
I\\n\\ equals the Implicit Price Deflator for the U.S. Gross
National Product at the end of the second quarter of the calendar
year
-8-
immediately preceding the fiscal year for which a calculation is
being made as published by the U.S. Department of Commerce.
I equals The Implicit Price Deflator for the U.S. Gross National
Product at the end of the second quarter of 1984. I\\n\\ and I
shall be determined on the basis of the first published final
indices. If an index is not available at the time a calculation
is required, a provisional adjustment shall be made on the basis
of the most recently available first published final index. If
the Implicit Price Deflator Index is discontinued or the basis of
its determination is substantially modified or changed, or if the
official source of the data changes, DOE will select an index
which most nearly produces the same result. Changes in the index
base year and minor changes in weighing shall not be considered
substantial modifications or changes.
2. If during the term of the contract a substantial change in the
technological method by which the DOE enriches uranium occurs which materially
impacts any of the components (A, B, and C) of the ceiling charge, a
modification to the components of the base ceiling charge and the formula for
adjustment of the ceiling charge shall be modified only upon agreement between
the DOE and the Customer.
3. DOE may, during the term of this contract, either increase or
decrease its charge for enrichment services; provided, however, that such
increase shall in no event without 10 years' written notice cause the charge for
enrichment services to exceed the ceiling charge as determined in accordance
with Section 1. above. Any increase in such charge shall require at least 180
days' advance notice to the Customer by publication in the Federal Register or
----------------
otherwise.
4. In addition to the charges to be paid for enrichment services, the
Customer shall pay DOE's service charges, if any, for withdrawal, handling and
packaging of enriched uranium, for storage of feed material to be applied
against future deliveries of feed material, for election of the Variable Tails
Assay Option, for any other special service rendered at the Customer's request,
and for accepting reprocessed irradiated uranium as feed material, in connection
with providing enrichment services hereunder, as determined in accordance with
the established DOE pricing policy. The Customer shall also pay rental charges
on any DOE-owned containers and equipment furnished hereunder as may be provided
elsewhere in this contract.
ARTICLE V - DOE FACILITY PROVIDING ENRICHMENT
---------------------------------
SERVICES - POINT OF DELIVERY FOR FEED
-------------------------------------
MATERIAL
--------
All materials delivered or returned to the Customer shall be furnished
by, and feed material furnished to DOE shall be delivered to, the DOE facility
or facilities specified by DOE from time to time by written notice to the
Customer at least sixty (60) days in advance of the relevant delivery dates
specified in this contract. Enrichment services may be performed in whole or in
part at the same or other facilities.
-9-
ARTICLE VI - WARRANTY OF FEED MATERIAL FURNISHED
-----------------------------------
BY CUSTOMER - INDEMNITY
-----------------------
The Customer warrants that all feed material furnished to DOE
hereunder is of the assay required by this contract and conforms to DOE's
established specifications for such material. Notwithstanding the provisions of
the paragraph entitled "Force Majeure" of the General Terms and Conditions, the
Customer shall hold and save the Government, DOE, and persons acting on behalf
of DOE, harmless from any and all damages, liabilities, and costs arising out of
or in connection with a breach of this warranty; provided, however, that the
Customer shall not be responsible for any damage, liability or cost (1) which
would have been incurred even if the Customer had not breached this warranty, or
(2) which is incurred subsequent to final acceptance of such feed material by
DOE. The Customer shall in no event be liable for indirect or consequential
damages, and nothing contained herein shall deprive the Customer of any rights
under indemnification agreements entered into pursuant to Section 170 of the
Act.
ARTICLE VII - CUSTOMER'S OPTION TO ACQUIRE TAILS
----------------------------------
MATERIAL
--------
1. It is recognized that the performance of enrichment services such
as those provided hereunder results in the generation of tails material. Unless
otherwise agreed, the Customer shall have an option, exercisable upon written
notice to DOE at least 90 days prior to the scheduled delivery of the related
quantity of enriched uranium, to acquire tails material from DOE (but not
necessarily tails material resulting from feed material furnished by the
Customer) in accordance with the terms and conditions as hereinafter set forth.
Tails material subject to the Customer's option but not elected to be taken as
provided above shall remain the property of the Government.
2. In the event the Customer elects to exercise its option to
acquire tails material from DOE, the written notice so advising shall specify
the quantity (Kg U) of tails material desired. The maximum quantity of tails
material to be subject to the Customer's option shall be equal to the difference
between the total quantity of uranium supplied by the Customer as feed material
and the total quantity of enriched uranium furnished to the Customer; provided
however, that the maximum quantity so calculated shall be reduced to the extent
of processing losses as determined by DOE. The U-235 assay of tails material
delivered to the Customer shall be within the sole discretion of DOE.
3. Unless otherwise agreed, delivery of tails material shall be at
the same time as delivery of related enriched uranium to the Customer.
4. Unless otherwise agreed, all tails material delivered to the
Customer hereunder shall be in the form of UF\\6\\ and shall conform to DOE's
established specifications for such material. The quantity and properties of
tails material shall be determined in accordance with the provisions of this
contract.
-10-
5. It is recognized that deliveries of tails material to the
Customer may vary slightly from the quantity intended to be delivered. It is
agreed that variations in the quantity of tails material delivered of not
greater than 0.50% shall be acceptable.
6. Except as provided in Section 7., no charge will be made in
connection with furnishing tails material to the Customer. The Customer shall
receive no credit for tails material subject to its option but not taken.
7. The Customer shall pay DOE's service charges, if any, for
withdrawal, handling and packaging, and for any other special service rendered,
at the Customer's request, in connection with furnishing tails material
hereunder, as determined in accordance with the established DOE pricing policy.
The Customer shall pay all rental charges on any DOE-owned containers and
equipment furnished hereunder as may be provided elsewhere in this contract.
ARTICLE VIII - ADVANCE PAYMENT
---------------
1. New Facilities. In the event new facilities are added to this
--------------
contract as provided at Article III, Section 1., the Customer shall make an
advance payment in the amount of $500 per MWe, rated or anticipated gross
generating capacity for enrichment services to be furnished by DOE for each
facility. If 5 years after the first expected delivery, the new facility has no
requirement for enrichment services, the advance payment and any accrued
interest thereon as set forth in Section 3. below, shall be retained by DOE and
the contract will terminate with respect to that facility. However, upon
Customer request, DOE will negotiate in good faith an extension to this period,
without termination, if it is reasonably certain the designated facility will be
built and will become operational.
2. Existing Facilities. All unapplied advance payments made by the
-------------------
Customer pursuant to the contracts listed in Appendix "A," Section C., shall as
of the date of this contract be considered as advance payments under this
contract. The Customer shall have no obligation to make any additional advance
payments for those facilities, unless otherwise agreed. These prior advance
payments, together with accrued interest, shall be applied against the amounts
due DOE for enrichment services and related services for withdrawals, handling,
and packaging of enriched uranium under this contract for the designated
facilities herein and in the amounts and in the years in which they would have
been applied had the prior contracts continued in effect.
3. Interest on advance payments made under Section 1. above shall
accrue from the date of payment until the day of delivery against which the
advance payment is applied. Interest on advance payments made under Section 2.
above shall accrue interest from October 1, 1978, until the day of delivery
against which the payment is applied. Any advance payment not credited in full
shall continue to accrue interest from the date paid until fully credited
against amounts due DOE for subsequent enrichment services provided under this
contract. The per annum rate (365-day basis) to be used to determine interest
on the advance payment will be the average of all marketable issues of Treasury
Bills, notes, and bonds outstanding during the preceding
-11-
fiscal year. In the event of termination of this contract under circumstances
which would require the Customer to make a termination payment, any remaining
advance payment amount, without interest, will be credited against the
termination charge. Except as otherwise provided herein, in no event will DOE
refund any uncredited advance payment amount.
ARTICLE IX - BILLINGS AND PAYMENT
--------------------
1. DOE shall submit a bill for the charges stated in Article IV
promptly upon each shipment of enriched uranium to the Customer. The Customer
shall pay to DOE the charges stated in Article IV hereof for enrichment services
furnished to the Customer hereunder. All charges are expressed in and shall be
paid in United States funds. Except as provided below, all such payments shall
be made within thirty (30) days from the date of receipt of DOE's billing, or by
the last day of the fiscal year (which, for purposes of this contract, is
defined as the last day of the fiscal year that is not a Saturday, a Sunday or a
United States legal holiday), in which the related enriched uranium delivery is
made by DOE, whichever is earlier. Payment for enriched uranium shipped during
a fiscal year must be made in the same fiscal year in which it was shipped.
Accordingly, for shipments made during the last months of the fiscal year, a
provisional bill will be furnished to the Customer at least thirty (30) days
prior to the last day of the fiscal year. Payment for this provisional bill is
due by the last day of the fiscal year. In the event a final bill (based on a
delivery) is received that results in an earlier payment date than that
applicable to the provisional bill, payment shall be made in accordance with the
terms of the final bill. In the event of disagreements as to the quantities or
properties of uranium delivered by or to the Customer, provisional payments
shall be made on the basis of DOE's data, and appropriate adjustments in mounts
paid made promptly upon resolution of such disagreements in accordance with the
provisions of this contract.
2. Any and all other amounts due DOE under this contract shall be
paid by the Customer within thirty (30) days after the date of receipt of DOE's
bill in accordance with instructions furnished with such bill.
3. Remittances shall be payable to the Department of Energy and shall
be sent to the address specified on the bill.
4. For late payments, the Customer shall pay interest at the per
annum rate (365-day basis) established from time to time by DOE for general
application to monies due DOE on all amounts not received by DOE on or before
the due date, such interest to commence on the day immediately following the due
date; except that, whenever the due date for any payment under this article
falls on a Saturday, a Sunday, or a United States legal holiday, interest shall
commence on the day immediately following the next day which is not a Saturday,
a Sunday, or a United States legal holiday.
ARTICLE X - TERMINATION - SUSPENSION
------------------------
-12-
1. a. In addition to any other rights DOE may have, DOE reserves
the right, at no cost to the Government, to terminate or suspend this contract
in whole or in part, by written notice to the Customer, in the event (i) the
Customer's right to possess enriched uranium to be delivered to the Customer
hereunder expires or is suspended or terminated by any authority having power to
take such action; (ii) the Customer shall fail to perform its obligations
hereunder, and shall fail to take corrective action within 30 days of the date
of the written notice of such failure to perform as provided above, unless such
failure arises out of causes beyond the control and without the fault or
negligence of the Customer, its contractors or agents; or (iii) bankruptcy or
insolvency proceedings are commenced by or against the Customer, or if receivers
are appointed to take possession of the business of the Customer.
b. DOE may also terminate this contract in whole or in part at no
cost to the Government, upon reasonable written notice to the Customer, at such
times as commercial enrichment services are provided by another United States
domestic source; provided, however, that DOE will, upon request made not later
than 365 days after the DOE notice of termination, rescind the notice of
termination and will continue performance of this contract if the services of
the domestic source are not available to the Customer: (a) to the extent
provided for in this contract during the remainder of its term; and (b) on terms
and conditions, including charges, which are considered by DOE to be reasonable
and nondiscriminatory. In the event of termination of this contract by DOE
pursuant to the provisions of the immediately preceding sentence, DOE shall
return any advance payment amounts received from the Customer, together with
-------------
accruals thereon, which have not been credited against amounts due DOE hereunder
- ----------------
for enrichment services and any related DOE service charges for withdrawal,
handling and packaging of enriched uranium.
2. This contract may be terminated either in whole or in part by the
Customer at any time by delivery to DOE of a written notice of termination.
Such notice shall become effective upon receipt by DOE; provided, such notice
must be received at least 180 days prior to the scheduled enriched uranium
delivery date.
3. a. Upon termination of this contract pursuant to Subsection
1.a.(i), (ii), or (iii) or Section 2. of this article, the Customer shall pay to
DOE a termination charge. Such charge to be applied to the quantity of
enrichment services terminated shall be determined by multiplying the applicable
percentage set forth below by the enrichment services charge in effect at the
time of the termination or by the announced charge, as provided in subsection
3.c. below, as reduced by any cost included in the enrichment services charge
which DOE determines it can a void as a result of the Customer's termination,
including the energy portion of the electric power charge. The quantity of
enrichment services terminated for which a termination charge is
payable shall be determined jointly by DOE and the Customer within 90 days of
the Customer's notice of termination. This determination shall reflect
reasonable estimates of the capacity factor and expected operating conditions
and limitations of the designated facilities as shown in Appendix "A," including
for that purpose the Customer's historical requirements and estimates of future
enrichment services given pursuant to Section 5. of Article III. Failure to
agree upon the quantity of enrichment services subject to a
-13-
charge shall constitute a dispute as contemplated by Paragraph 7., Disputes, of
--------
the General Terms and Conditions. The applicable percentage to be used in
determining the termination charge for enrichment services terminated in any
fiscal year shall be based upon the period of noticed furnished by the Customer
as follows:
Notice Period (Years) Percentage (%)
--------------------- --------------
Less than 1 100
1 to less than 2 90
2 to less than 3 80
3 to less than 4 70
4 to less than 5 60
5 to less than 6 50
6 to less than 7 40
7 to less than 8 30
8 to less than 9 20
9 to less than 10 10
10 and more 0
b. All estimated enrichment services requirements shall be
based on standard transaction tails. Upon request of the Customer prior to its
delivery of a notice of termination, DOE will advise the Customer of the
approximate amount of termination charges which would become payable by the
Customer upon termination by the Customer.
c. Applicable charges for termination as specified in
Subsection 3.a. of this article shall be calculated based on the enrichment
services charge in effect on the date of termination by DOE or on the date of
receipt by DOE of the Customer's notice of termination; provided, however, that
in the event revisions in the Standard Table and/or revisions in the established
charges for enrichment services have been announced and are to become effective
subsequent to receipt of the notice of termination, the amount of enrichment
services and the enrichment services charges applicable to the terminated
enrichment services which, but for such termination, would have been furnished
under this contract on and after the effective date of such revision shall be
determined in accordance with such revised Standard Table and/or revised charges
for enrichment services. A bill for termination charges will be sent to the
Customer by DOE promptly upon termination by DOE or promptly upon receipt by DOE
of the Customer's termination notice, and shall be paid by the Customer in
accordance with Article IX of this contract.
4. Unless otherwise agreed, upon termination of this contract,
feed material delivered by the Customer for the performance of the enrichment
services so terminated or, to the extent such feed material is unavailable to
DOE, uranium equal in value to such feed material as determined by DOE in
accordance with the established DOE pricing policy shall be returned to the
Customer at the Customer's expense.
ARTICLE XI - AMENDMENTS
----------
-14-
The provisions of this contract have been developed in the light of
the uncertainties necessarily attendant to long-term contracts. Accordingly, at
the request of either DOE or the Customer, the parties will negotiate and, to
the extend mutually agreed, amend this contract without additional consideration
--------------------------------
to eliminate or reduce the adverse effect of restrictive provisions which the
parties determine are inequitable, discriminatory or no longer required to
protect their interests. Additionally, DOE and the Customer may agree to amend
this contract, with or without additional consideration, to provide terms
----------------------------------------
desirable to the parties, if providing such terms would be in the interest of
the Government under the circumstances. Any amendment pursuant to this article
shall be consistent with the provisions of the Federal Register Notice entitled
----------------
"Uranium Enrichment Services Criteria," 44 F.R. 28875, May 17, 1979, as the same
may be amended from time to time.
ARTICLE XII - NOTICES
-------
All notices and communications pursuant to this contract from either
party to the other (except notices published in the Federal Register) shall be
----------------
in writing and shall be sent to the following addressees:
-15-
To DOE: Director
Enriching Operations Division
Department of Energy
Post Office Box E
Oak Ridge, Tennessee 37831
To the Customer: Rochester Gas and Electric Corporation
ATTN: Purchasing Agent
89 East Avenue
Rochester, New York 14649
Either party may, by notice given as aforesaid, change its address for notices
and communications to be given thereafter.
ARTICLE XIII - GENERAL TERMS AND CONDITIONS -
------------------------------
CONFLICTS
- ---------
1. The General Terms and Conditions attached hereto are hereby made
a part of this contract.
2. In the event of any conflict between the articles of this
contract and the attached General Terms and Conditions, the former shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this contract as
of the day and year first above written.
UNITED STATES OF AMERICA
BY: SECRETARY OF ENERGY
BY: /s/ Peter D. Dayton
------------------------------------------
(Contracting Officer)
ROCHESTER GAS AND ELECTRIC
CORPORATION
BY: /s/ John Maier 9-25-85
------------------------------------------
TITLE: Senior Vice President
---------------------------------------
-16-
APPENDIX "A"
TO
CONTRACT NO. DE-SC05-84UE07533
WITH
ROCHESTER GAS AND ELECTRIC CORPORATION
A. DESCRIPTION OF FACILITIES
This contract applies to the following nuclear generating facility
owned and operated by Rochester Gas and Electric Corporation: R.E.
Ginna Nuclear Unit #1.
B. MINIMUM ENRICHMENT SERVICES COMMITMENT FOR FISCAL
-------------------------------------------------
YEARS 1984-1986
---------------
Fiscal Year Separative Work Units
----------- ---------------------
1984 12,988
1985 0
1986 70% of requirements or 42,929 SWU,
whichever is greater.
The Customer has or may select a tails assay to be applied to the
above enrichment services commitments in accordance with DOE policy,
regarding the election of variable tails assay options for application
for enrichment services commitments prior to Fiscal Year 1987.
C. ADVANCE PAYMENT CREDITS
-----------------------
All advance payments have previously been credited against deliveries.
D. USE OF EXCESS INVENTORY
-----------------------
In accordance with the provision of Paragraph 15. of Article I of this
contract which permits the parties to otherwise agree about reducing
requirements due to excess inventories accumulated prior to Fiscal
Year 1987, the parties agree that, in Fiscal Year 1984, the Customer
may apply its excess inventory toward any requirement for enrichment
services in excess of the amount set forth for Fiscal Year 1984 in
Section B., above.
A-1
ATTACHMENT 1
TO
APPENDIX A
----------
(Submit information for each facility)
1. Contract number.
2. Reactor name, location, type, gross MWe and net MWe.
3. Assumptions for computation of long-term requirements.
A. Dates (criticality, commercial operation, full power
operation; for operating reactors start of current cycle and
its associated cycle number).
B. Fuel cycle data for the current cycle and each significantly
different future cycle (including transitional cycles to a
longer refueling interval if planned) through the nominal
equilibrium cycle. Specific information required includes
effective full power days, % capacity factor including planned
shutdown time, number of months lead time from withdrawal of
enriched uranium to start of cycle, fuel required excluding
reinserted fuel (enriched uranium Kgs associated with each
specific assay), non-natural uranium feed and the associated
assay, planned tails assay at which enrichment will be
requested, % fabrication losses.
GENERAL TERMS AND CONDITIONS
(Contract for Furnishing Uranium Enrichment Services)
1. Officials Not to Benefit. No member of or delegate to Congress,
------------------------
or resident commissioner, shall be admitted to any share or part
of this contract, or to any benefit that may arise therefrom; but
this provision shall not be construed to extend to this contract
if made with a corporation for its general benefit.
2. Covenant Against Contingent Fees. The Customer warrants that no
--------------------------------
person or selling agency has been employed or retained to solicit
or secure this contract upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting
bona fide employees or bona fide established commercial or
selling agencies maintained by the Customer for the purpose of
securing business. For breach or violation of this warranty the
Government shall have the right to annul this contract without
liability or in its discretion to deduct from the contract price
or consideration, or otherwise recover, the full amount of such
commission, percentage, brokerage, or contingent fee.
3. Force Majeure. Neither the Government, DOE, nor the Customer
-------------
shall be liable under this contract for damages occasioned by
failure to perform its obligations hereunder it such failure
arises out of causes beyond the control and without the fault or
negligence of the party so failing to perform or its contractors
or agents.
4. Limitation on DOE's Liability. DOE's obligation to deliver both
-----------------------------
enriched uranium and tails material of the assay required by this
contract and conforming to DOE's established specifications shall
be deemed to have been satisfied (except as to claims arising out
of unexcused delays in deliver) upon final acceptance of such
material by the Customer.
5. Disclaimer. Neither the Government, DOE, nor persons acting on
----------
behalf of DOE warrant that materials delivered to the Customer
under this contract (i) will not result in injury or damage when
used for any purpose, or (ii) are of merchantable quality, or
(iii) are fit for any particular purpose.
6. Patent Indemnification. The Customer agrees to indemnify the
----------------------
Government, DOE, and persons acting on behalf of DOE against
liability, including costs and expenses incurred, for
infringement of any Letters Patent occurring in the performance
of any service, analysis, or test performed for the Customer as a
result of following specific instructions of the Customer in
connection therewith, or occurring in the utilization by the
Customer of any material procured
hereunder; provided, that insofar as such materials are used or
services utilized in the performance of a Government contract,
this indemnity agreement shall not apply unless such Government
contract contains provisions indemnifying the Government against
patent infringement.
7. Disputes.
--------
a. This contract is subject to the Contract Disputes Act of
1978 (Pub. L. 95-563).
b. Except as provided in the Disputes Act, all disputes arising
under or relating to this contract shall be resolved in
accordance with this article.
c. (1) As used herein, "claim" means a written demand or
assertion by one of the parties seeking, as a legal right,
the payment of money, adjustment or interpretation of
contract terms, or other relief, arising under or relating
to this contract.
(2) A voucher, invoice, or request for payment that is not
in dispute when submitted is not a claim for the purposes of
the Disputes Act. However, where such submission is
subsequently not acted upon in a reasonably time, or
disputed either as to liability or amount, it may be
converted to a claim pursuant to the Disputes Act.
(3) A claim by the Customer shall be made in writing and
submitted to the Contracting Officer for decision. A claim
by the Government against the Customer shall be subject to a
decision by the Contracting Officer.
d. For Customer claims of more than $50,000, the Customer shall
submit with the claim a certification that the claim is made
in good faith; the supporting data are accurate and complete
to the best of the Customer's knowledge and belief; and the
amount requested accurately reflects the contract adjustment
for which the Customer believes the Government is liable.
The certification shall be executed by the Customer if an
individual. When the Customer is not an individual, the
certification shall be executed by a senior company official
in charge at the Customer's plant or location involved, or
by an officer or general partner of the Customer having
overall responsibility for the conduct of the Customer's
affairs.
-2-
e. For Customer claims of $50,000 or less, the Contracting
Officer must render a decision within 60 days. For Customer
claims in excess of $50,000, the Contracting Officer must
decide the claim within 60 days or notify the Customer of
the date when the decision will be made.
f. The Contracting Officer's decision shall be final unless the
Customer appeals or files a suit as provided in the Disputes
Act.
g. The authority of the Contracting Officer under the Disputes
Acts does not extend to claims or disputes which by statute
or regulation other agencies are expressly authorized to
decide.
h. Interest on the amount found due on a Customer claim shall
be paid from the date the claim is received by the
Contracting Officer until the date of payment.
i. Except as the parties may otherwise agree, pending final
resolution of a claim by the Customer arising under the
contract, the Customer shall proceed diligently with the
performance of the contract in accordance with the
Contracting Officer's decision.
8. Assignment. Neither this contract nor any interest therein nor
----------
claim thereunder shall be assigned or transferred by the Customer
except as expressly authorized in writing by the Contracting
Officer.
9. Delivery - Title.
----------------
a. All material delivered or returned to the Customer hereunder
shall be delivered to the Customer, f.o.b. Customer's
vehicle or commercial conveyance, at the DOE facility from
which such material is to be furnished. Title to such
material shall pass to the Customer upon delivery or return
at such point.
b. All material delivered or returned to DOE hereunder shall be
delivered to DOE, f.o.b. Customer's vehicle or commercial
conveyance, at the DOE facility to be designated by DOE. The
Customer, at the time of shipment of material, shall notify
DOE of the date and method of shipment, and expected date of
arrival. Title to such material shall pass to the Government
upon delivery at such point, provided that title to any
rejected material removed by DOE pursuant to Article III
hereof shall pass to the Government upon such removal.
-3-
10. Fulfillment of Obligations Through Operator. The Customer
-------------------------------------------
understands and agrees that DOE may fulfill its obligations under
this contract through contractors. No such contractor is
authorized to modify the terms of this contract, waive any
requirement thereof, or settle any claim or dispute arising
hereunder.
11. Permits--Laws, Regulations and Ordinances. The Customer shall
-----------------------------------------
procure all necessary permits of licenses (including any special
nuclear material licenses) and comply with all applicable laws,
regulations, and ordinances of the United States and of any
State, territory or political subdivision.
12. Containers and Equipment.
------------------------
a. All shipments of material from DOE to the Customer and from
the Customer to DOE, will be made in Customer-furnished
containers; provided, however, that in the event DOE
determines that the required containers are not reasonably
available from commercial sources, DOE may furnish such
containers. Any DOE-owned containers to be used for shipment
of material to TOE will be made available to the Customer,
f.o.b. Customer's vehicle or commercial conveyance, at a DOE
facility designated by DOE, unless otherwise agreed.
Customer-furnished containers and equipment shall be
delivered to a DOE facility designated by DOE within a
reasonable time specified by DOE prior to the schedule
delivery of materials to be shipped to the Customer in such
containers and equipment. Customer-furnished containers or
equipment will be used by DOE only for the shipment of
material from DOE to the Customer and for temporary storage
of material shipped therein.
b. All containers and equipment, whether DOE-owned or Customer-
furnished, must meet DOE regulations, specifications and
practices as to safety, design criteria, cleanliness and
freedom from contamination in effect at the time furnished,
utilized or returned, of which DOE shall be the sole judge.
In the event feed material is furnished to DOE in non-DOE-
owned containers and tails material is to be delivered to
the Customer, DOE shall utilize to the extent practicable
such non-DOE-owned containers for shipments of tails
material if so desired by the Customer. DOE will return, as
soon as practicable, non-DOE-owned containers and other
equipment identified as "Returnable" to the Customer, but
will not be responsible for any loss of or damage to such
containers or equipment except as may result from the fault
or negligence of DOE, its contractors, or agents. Such
return
-4-
shipments by DOE will be made f.o.b. Customer's
vehicle or commercial conveyance at the DOE facility to
which they were shipped.
c. Title to DOE-owned containers and equipment shall remain in
the DOE. Customer shall pay such rental charge, for such
containers and equipment, as shall be established by DOE for
general application to users of such DOE-owned property.
The Customer will promptly return DOE-owned containers and
equipment to the DOE facility from which received, f.o.b.
Customer's vehicle or commercial conveyance at the DOE
facility. Customer will not be responsible for any loss of
or damage to DOE-owned containers or equipment except as may
result from the fault or negligence of the Customer, its
contractors, or agents. DOE-owned containers or equipment
will be used only for shipment of material to and from DOE
and for temporary storage of material shipped therein.
d. Whenever material or containers are shipped to DOE or DOE-
owned containers are returned to DOE, and DOE elects to
decontaminate the containers, railroad cars, trucks or other
shipping vehicles or DOE's unloading area and machinery,
because the containers, or the material or the method of
shipment failed to meet the health and safety standards
prescribed by DOE or any other Federal or State agencies
having jurisdiction over such matters, the Customer shall
pay DOE the full cost of such decontamination as determined
by DOE in accordance with established DOE pricing policy.
e. Whenever material or containers are shipped by DOE and the
Customer elects to decontaminate the containers, railroad
cars, trucks, or other shipping vehicles or the Customer's
unloading area and machinery, because the containers, or the
material, or the method of shipment failed to meet the
health and safety standards prescribed by DOE or any other
Federal or State agencies of the United States having
jurisdiction over such matters, DOE shall, if such failure
results from the fault or negligence of DOE, its
contractors, or agents, pay the Customer for the reasonable
cost of such decontamination as determined by DOE.
13. Determination of Material Quantities and Properties - Resolution
----------------------------------------------------------------
of Measurement Differences. The following provisions and
--------------------------
procedures shall apply to the determination of quantities and
properties of material, and the resolution of measurement
differences resulting from such determination, with respect to
special nuclear material and
-5-
tails material delivered to the Customer and with respect to feed
material furnished by the Customer to DOE. (For the purposes of
this article, the terms "supplier" and "receiver" shall refer to
DOE and the Customer as the case may be. The supplier will
promptly furnish the receiver as statement of the quantities and
properties of the material transferred including a statement of
the gross weight of the container plus material and the tare
weight of such container.)
a. The DOE samples obtained at a DOE facility using DOE's
procedures will be the official samples and shall be binding
upon DOE, the Customer and an umpire mutually agreed upon by
the parties unless DOE and the Customer agree upon the use
of other samples, procedures or sampling locations.
b. The following provisions and procedures apply to the
determination of the net weight of material transferred as
determined by the gross weight of the container plus
material less the weight of such container and any residual
heels. The net weight of material transferred shall be
determined at a DOE facility using DOE's procedures and
facilities unless DOE and the Customer agree upon other
procedures or facilities. The net weight of feed material
shall be determined as soon as operationally feasible but in
any event prior to the transfer of associated enriched
uranium. Upon written request submitted at least 30 days
prior to the scheduled delivery of feed material, or at
least 90 days prior to the scheduled delivery of enriched
uranium, as the case may be, the Customer shall be given an
opportunity to observe, at the Customer's expense, the
weighing of the container and any residual heels and the
container plus material and the taking of official samples
by DOE. DOE shall notify the Customer of the dates and
places for observance of such events. The net weight of
material transferred shall be as determined by the results
of such weightings and shall not be subject to the
provisions of subsections c. and d. below.
c. If the receiver does not accept the supplier's statement of
the other quantities and properties of the material
transferred, the receiver shall within forty-five (45) days
after the receipt of the material or the supplier's
statement of quantities and properties, whichever is later,
submit a notice of disagreement in writing to the supplier.
The notice of disagreement shall include measurement and/or
analysis data supporting the disagreement. If such notice
of disagreement is not submitted within such forty-five (45)
days, the supplier's measurement will be final and binding
upon both parties. If the
-6-
disagreement is solely with respect to quantitative
determinations within specification limits, the receiver may
use or dispose of the material in accordance with applicable
State and Federal regulations prior to resolution of the
disagreement. If the disagreement is with respect to whether
the material is within specification limits, the receiver
may handle the material as necessary for storage or
protection against health and safety hazards; provided,
however, should the receiver further use or dispose of the
material, the supplier's measurements will be final and
binding on both parties. Any material rejected and returned
to the Customer because of failure to meet specifications
will be returned without credit for samples removed.
d. In the case of a disagreement concerning results obtained
from analysis of a sample which is not resolved by mutual
agreement, an official sample shall be submitted to an
umpire mutually agreed upon for analysis. The umpire's
results shall be conclusive on both parties if such results
are within the range determined by the receiver's and
supplier's results. If the umpire's results are outside the
range determined by the receiver's and supplier's results,
the parties shall accept the party's results nearer to the
umpire's results.
(i) In the case of a disagreement with respect to whether
or not the material is within specification limits,
the receiver will pay the umpire cost if the umpire's
result is within specification limits, and the
supplier will pay the umpire cost if the umpire's
result is not within specification limits.
(ii) In the case of a disagreement with respect to
quantitative determinations within specification
limits, the party whose result is furtherest from the
umpire's result will pay the umpire cost; provided
that in the event the umpire's result is equidistant
between the supplier's and the receiver's results, the
parties will each bear one-half of the umpire cost.
(iii) As used in this subsection d., the phrase, "umpire
cost" means the umpire's charges, plus the additional
cost, if any, of the packaging, handling, and
transporting of the official sample to and from the
umpire. In the event that the umpire is to employ an
official sample for more than one determination, the
foregoing umpire costs shall be allocated to such
determination as mutually agreed by the parties prior
to the furnishing
-7-
of the sample to the umpire, or in the absence of such
agreement, as determined by the umpire.
14. Applicable Law. This contract shall be construed in accordance
---------------
with the internal law of the United States applicable in the United States
Federal Courts to contracts to which the Government of the United States of
America is a party, including, but not limited to the Atomic Energy Act of 1954,
as amended.
15. Agreement for Cooperation. [This article is applicable only to
-------------------------
contracts between DOE and non-United States customers.] This contract shall be
in all respects subject to and in accordance with all the terms and conditions
of the Agreement for Cooperation, as it may be amended.
-8-
Contract No. DE-SC05-84UE07533
ROCHESTER GAS AND ELECTRIC
CORPORATION
Modification No. 1
LIMITED IRREVOCABLE OFFER
TO PURCHASE ENRICHMENT SERVICES
-------------------------------
WHEREAS, the United States of America (hereinafter referred to as the
"Government"),acting through the Secretary of Energy (hereinafter
referred to as the "Secretary"), the statutory head of the Department
of Energy (hereinafter referred to as "DOE"), has proposed to make
available in Fiscal Years 1987 through 1990 separative work units (SWU)
at incentive prices under the terms and conditions set forth below; and
WHEREAS, The Rochester Gas & Electric (hereinafter referred to as the
----------------------------
"Customer"), currently a DOE uranium enrichment services Customer under
Utility Services Contract No. DE-SC05-84UE 07533, hereby agrees, if
-----
this offer is accepted by DOE on or before May 10, 1985, to purchase
100 percent of its uncommitted requirements for enrichment services in
the Fiscal Years set forth below from DOE for facilities covered by the
referenced contract; and
WHEREAS, this offering is authorized by the Atomic Energy Act of 1954, as
amended, the Department of Energy Organization Act (P.L. 95-91), and
other applicable law;
NOW, THEREFORE, the Customer offers the following:
1. The Customer agrees that this document constitutes a limited
irrevocable offer to purchase the enrichment services identified below. This
offer, once executed by the Customer, shall remain irrevocable until May 10,
1985, at which time, if it has not been accepted by DOE by execution and dating,
the offer shall expire. If DOE, at its option, accepts the offer, in whole or
in part, by execution prior to its expiration, the Customer shall be committed
to purchase the enrichment services set forth herein under the terms and
conditions set forth in its Utility Services Contract with DOE, as modified
herein.
2. The Customer hereby agrees to purchase a minimum of 100 percent
in Fiscal Years 1987 and 1988 of the Customer's uncommitted requirements/*/ for
enrichment services, which were uncommitted to any source as of February 15,
1985, in connection with the operation of all the Customer's nuclear power
facilities now covered by the referenced Utility Services Contract at the price
of $90 per SWU.
- ------------------------
/*/Inventory Material Acquired by Customer prior to February 15, 1985 will be
considered committed requirement and may be used to satisfy 1987 and 1988
requirements.
The following represents nonbinding estimates of the Customer's
uncommitted requirements, as of February 15, 1985, for Fiscal Years 1987 and
1988:
Quantity Product Tails Quantity
Fiscal Year Kg U Assay Assay SWU
- ----------- -------- ------- ----- --------
1987 0 - - 0
1988 8,976 3.60 .3 1,525
The Customer's total estimated enrichment services requirements from DOE
for Fiscal Years 1987 and 1988 are as follows:
Quantity Product Projected Quantity
Fiscal Year Kg U Assay Tails Assay SWU
- ----------- -------- ------- ----------- -------
1987 76,545 3.40 .27 47,535
1988 72,070 3.60 .3 42,927
3. The Customer hereby further agrees to purchase a minimum of 0
-----
(either 0 or 100) percent in Fiscal Years 1989 and 1990 of the Customer's
uncommitted requirements for enrichment services, as of February 15, 1985, in
connection with the operation of all the Customer's nuclear power facilities now
covered by the referenced Utility Services Contract at the fixed price of $90
per SWU, adjusted annually for Fiscal Year 1989 and Fiscal Year 1990. This
adjustment shall be made only if the composite adjustment to the US Contract
ceiling charge from the previous year is upward and shall be computed using the
same composite escalation factor used to adjust the ceiling charge under Article
IV of the Utility Services Contract. In no event shall the incentive price for
Fiscal Years 1989 and 1990 be less than $90 per SWU.
The following represents nonbinding estimates of the Customer's
uncommitted requirements, as of February 15, 1985, for Fiscal Years 1989 and
1990:
Quantity Product Tails Quantity
Fiscal Year Kg U Assay Assay SWU
- ----------- --------- ------- --------- --------
1989
1990
The Customer's total estimated enrichment services requirements for Fiscal
Years 1989 and 1990 are as follows:
Quantity Projected Projected Quantity
Fiscal Year Kg U Assay Tails Assay SWU
- ----------- --------- ----------- ----------- ---------
1989
1990
-2-
5. This offer is irrevocable, in accordance with Uniform Commercial
Code Section 2:205, until May 10, 1985. Once accepted by DOE, in whole
or in part, this agreement shall constitute a modification to the
Customer's Utility Services Contract with DOE.
OFFERED:
/s/ Dennis J. Sugumele
-------------------------------------
BY: Dennis J. Sugumele
--------------------------------
TITLE: Supervisor, Fuels and Traffic
-----------------------------
DATE: 4/29/85
-----------------------------
ACCEPTED FOR FISCAL YEARS 1987 AND 1988 ONLY:
UNITED STATES OF AMERICA
BY: ___________________________
(Contracting Officer)
DATE: ________________________
ACCEPTED FOR FISCAL YEARS 1987 THROUGH 1990:
UNITED STATES OF AMERICA
BY: /s/ Peter D. Dayton
---------------------------------
(Contracting Officer)
DATE: May 7, 1985
-------------------------------
-3-
[LETTERHEAD OF DEPARTMENT OF ENERGY]
Letter Supplement to
Contract No. DE-SC05-84UE07533
ROCHESTER GAS AND ELECTRIC
CORPORATION
December 3, 1985
Rochester Gas and Electric Corporation
ATTN: Mr. Donald B. MacLeod
Fuels Buyer
89 East Avenue
Rochester, New York 14649
Dear Customer:
VARIABLE TAILS ASSAY SELECTION FEE
In consideration of your agreement to purchase 100 percent of your enrichment
services requirements from the Department of Energy (DOE), DOE is prepared to
waive the VTAO fee on all enrichment services provided by DOE for every year you
are a 100 percent DOE customer. Specifically, the parties to Utility Services
Contract No. DE-SC05-84UE07533 hereby agree to the following:
1. In any fiscal year, commencing with Fiscal Year 1987, in which the Customer
purchases 100 percent of requirements from DOE, no fee will be assessed for
variable tails assay selection between 0.2 percent U-235 and 0.3 percent U-
235, inclusive.
2. The Customer may specify only one tails assay for each order.
Please indicate your acceptance of the above provisions by signing in the space
below. One fully executed copy of this letter supplement should be returned to
DOE and the second copy is for your retention.
Sincerely,
UNITED STATES OF AMERICA
BY: SECRETARY OF ENERGY
BY: /s/ P. W. Karper
-------------------------
(Contracting Officer)
-2- April 7, 1986
ACCEPTED:
ROCHESTER GAS AND ELECTRIC CORPORATION
BY: /s/ Roger W. Kober
------------------------
TITLE: Vice President
-----------------------
DATE: December 18, 1985
------------------------
Contract No. DE-SC05-84UE07533
ROCHESTER GAS AND ELECTRIC CORPORATION
Modification No. 2
SUPPLEMENTAL AGREEMENT
(CUSTOMER'S ADVANCED COMMITMENT FOR
PURCHASE OF ENRICHMENT SERVICES)
--------------------------------
WHEREAS, the United States of America (hereinafter referred to as the
"Government"), acting through the Secretary of Energy (hereinafter referred
to as the "Secretary"), the statutory head of the Department of Energy
(hereinafter referred to as "DOE"), has offered to sell in Fiscal Years
1991 through 1995 separative work units (SWU) at prices under the terms and
conditions set forth below; and
WHEREAS, Rochester Gas and Electric Corporation (hereinafter referred to as the
"Customer"), currently a DOE uranium enrichment services Customer under
Utility Services Contract No. DE-SC05-84E07533, hereby agrees to purchase
10 percent of its uncommitted requirements for enrichment services in the
Fiscal Years set forth below from DOE for facilities covered by the
referenced contract; and
WHEREAS, this offering is authorized by the Atomic Energy Act of 1954, as
amended, the
Department of Energy Organization Act (P. L. 95-91), and other applicable
law;
1. The Customer hereby agrees to purchase a minimum of 100 percent in
Fiscal Years 1991 through 1995 of the Customer's uncommitted requirements for
enrichment services in connection with the operation of all the Customer's
nuclear power facilities now covered by the referenced Utility Services
Contract. The price per separative work unit (SWU) for SWU purchased hereunder
shall be determined in accordance with the following formula:
P equals $85 plus [($85) times (I\\n\\ minus I), divided by I], where
P equals the price for Fiscal Years 1991 through 1995.
I\\n\\ equals the Implicit Price Deflator for the U.S. Gross National
Product at the end of the second quarter of the calendar year immediately
preceding the fiscal year for which a calculation is being made as
published by the U.S. Department of Commerce.
I equals 230.55; which is the Implicit Price Deflator for the U.S. Gross
National Product at the end of the second quarter of 1985.
I\\n\\ shall be determined on the basis of the first published final
indices. If an index is not available at the time a calculation is
required, a provisional adjustment shall
be made on the basis of the most recently available first published final
index. If the Implicit Price Deflator Index is discontinued or the basis of
its determination is substantially modified or changed, or if the official
source of the data changes, DOE will select an index which most nearly
produces the same result.
In no event shall the price for SWU purchased hereunder be more than the
price for enrichment services applicable to the Utility Services Contract.
(The commitment to purchase uncommitted requirements translates into an
additional 30 percent under the Customer's US Contract. Quantities greater than
30 percent of the Customer's requirements may be purchased under this offer only
when such requirements were terminated before December 31, 1983, and were
incorporated within the Customer's Utility Services Contract.)
The following represents nonbinding estimates of the Customer's uncommitted
requirements, as of February 21, 1986, for Fiscal Years 1991 through 1995:
Quantity Product Tails Quantity
Fiscal Year Kg U Assay Assay SWU
- ------------- -------- ------- ----- --------
1991 0
1992 0
1993 0
1994 0
1995 0
The Customer's total estimated enrichment services requirements for Fiscal
Years 1991 through 1995 are as follows:
Quantity Product Projected Quantity
Fiscal Year Kg U Assay Tails Assay SWU
- ------------- -------- -------- ----------- --------
1991 82,681 3.60% .3% 46,599
1992 82,681 3.60% .3% 46,599
1993 82,681 3.60% .3% 46,599
1994 82,681 3.60% .3% 46,599
1995 82,681 3.60% .3% 46,599
2. It is understood that for Customers who purchase 100 percent of
requirements from DOE, no fee will be assessed under the terms of this agreement
for variable tails assay selection between 0.2 percent U-235 and 0.3 percent U-
235, inclusive, commencing with Fiscal Year 1991 and ending with Fiscal Year
1995. The Customer may specify only one tails assay for each order.
-2-
3. This offer by DOE shall expire on February 21, 1986, at 5:00 p.m.
Eastern Standard Time, unless executed by the Customer and one fully executed
copy is received by DOE in Oak Ridge, Tennessee by the time and date specified
above.
-3-
UNITED STATES OF AMERICA
BY: SECRETARY OF ENERGY
BY: /s/ P. W. Karper
----------------------------------
(Contracting Officer)
ROCHESTER GAS AND ELECTRIC
CORPORATION
BY: /s/ Gregory J. Fuller
----------------------------------
TITLE: Purchasing Agent
-------------------------
DATE: April 25, 1986
--------------------------
-2-
[LETTERHEAD OF DEPARTMENT OF ENERGY]
Letter Supplement to
Contract No. DE-SC05-84UE07533
ROCHESTER GAS AND ELECTRIC CORPORATION
Modification No. 3
April 7, 1986
Rochester Gas and Electric Corporation
ATTN: Mr. Donald B. MacLeod
Fuels Buyer
89 East Avenue
Rochester, New York 14649
Gentlemen:
CEILING CHARGE ADJUSTMENT AND NOTICE DEFERRAL
In accordance with the announcement by the Department of Energy (DOE) on March
21, 1986, regarding lowering the price ceiling and extending the April 1, 1986,
date for customer notices under your Utility Services Contract, the parties
agree that this contract is modified in the following respects only:
1. Effective as of October 1, 1986, Paragraph 1. of Articles IV -
CHARGES FOR ENRICHMENT SERVICES - CEILING CHARGE -OTHER CHARGES is deleted in
- ---------------------------------------------------------------
its entirety and the following new Paragraph 1. is substituted therefor:
"ARTICLE IV - CHARGES FOR ENRICHMENT SERVICES -
----------------------------------
CEILING CHARGE - OTHER CHARGES
------------------------------
1. The charges to be paid to DOE for enrichment services provided to the
Customer hereunder will be determined in accordance with the established DOE
pricing policy for such services; provided that the unit charge for enrichment
services under this contract shall not exceed a ceiling charge of $120.00 per
separative work unit through September 30, 1987. After that date, the ceiling
charge is subject to adjustment to reflect changes in DOE's costs, including
changes in electrical rates and the purchasing power of the U.S. dollar. This
adjustment shall be made annually as of the beginning of each fiscal year;
unless the index for the Implicit Price Deflator for the U.S. Gross National
Product referred to below rises by more than 3 percent during a calendar
quarter, then this adjustment may be made at the election of DOE as of the
beginning of the following fiscal quarter. This adjustment shall be determined
in accordance with the following criteria:
X equals B plus B plus C, where
-2-
a. X equals the adjusted ceiling charge applicable to a fiscal year
beginning after September 30, 1987;
b. A equals the electricity demand component of the ceiling charge,
determined as follows:
A equals (18.00) plus [($18.00) times (D\\n\\ minus D), divided by
D], where
D\\n\\ equals the average per kilowatt demand rate applicable to
DOE's enrichment plants for the 3-month period ending June 30 of the
fiscal year immediately preceding the fiscal year for which the
calculation is made; and
D equals the average per kilowatt demand rate applicable to DOE's
enrichment plants for the 3-month period ending June 30, 1986.
c. B equals the electric energy component of the ceiling charge
determined as follows:
B equals ($42.00) plus [($42.00) times (E\\n\\ minus E), divided by
E], where
E\\n\\ equals the average per kilowatt hour rate applicable to DOE's
enrichment plants in effect for the 3-month period ending June 30 of
the fiscal year immediately preceding the fiscal year for which the
calculation is made; and
E equals the average per kilowatt hour rate applicable to DOE's
enrichment plants for the 3-month period ending June 30, 1986.
d. C equals ($60.00) plus [($60.00) times (I\\n\\ minus I), divided by
I], where
I\\n\\ equals the Implicit Price Deflator for the U.S. Gross National
Product at the end of the second quarter of the calendar year
immediately preceding the fiscal year for which a calculation is
being made as published by the U.S. Department of Commerce.
I equals the Implicit Price Deflator for the U.S. Gross National
product at the end of the second quarter of 1986. I\\n\\ and I shall
be determined on the basis of the first published final indices. If
an index is not available at the time a calculation is required, a
provisional adjustment shall be made on the basis of the most
recently available first published final index. If the Implicit
Price Deflator Index is discontinued or the basis of its
determination is substantially modified or changed, or if the
official source of the data changes, DOE will select an index which
most nearly produces the same result. Changes in the index base year
and minor changes in weighting shall not be considered substantial
modifications or changes."
-3-
2. For purposes of providing notice to DOE of the Customer's minimum
commitment for Fiscal Year 1991 pursuant to Paragraph 1. of Article III -
ENRICHMENT SERVICES - DELIVERY SCHEDULES - SPECIFICATIONS, and for purposes of
- ---------------------------------------------------------
providing notice to DOE of termination and calculating termination charges based
upon such notice pursuant to Paragraph 2. and 3. of Article X -TERMINATION -
-------------
SUSPENSION, DOE agrees to defer the date for providing such notice, as of April
- ----------
1, 1986, until October 1, 1986. Such deferral is effective for the April 1,
1986, notice date only and shall not affect any notices required in future
years. Further, this deferral shall have no effect on any and all other notices
required in accordance with the terms of this contract.
The offer to modify the contract reflected in this letter supplement shall
expire on September 30, 1986, at 5:00 p.m. Eastern Standard Time, unless
executed by the Customer and one copy is received by DOE in Oak Ridge, Tennessee
by the time and date specified herein. The second copy is for your retention.
Sincerely,
UNITED STATES OF AMERICA
BY: SECRETARY OF ENERGY
BY: /s/ Peter D. Dayton
-----------------------------------------
(Contracting Officer)
ACCEPTED:
ROCHESTER GAS AND ELECTRIC CORPORATION
BY: /s/ Gregory J. Fuller
-----------------------------
TITLE: Purchasing Agent
------------------------
DATE: April 25, 1986
------------------------
[LETTERHEAD OF DEPARTMENT OF ENERGY]
Letter Supplement to
Contract No. DE-SC05-84UE07533
ROCHESTER GAS AND ELECTRIC CORPORATION
Modification No. 6
July 28, 1988
Rochester Gas and Electric Corporation
ATTN: Mr. Donald B. MacLeod
Fuels Buyer
89 East Avenue
Rochester, New York 14649
Gentlemen:
UTILITY SERVICES CONTRACT NO. DE-SC05-84UE07533
This letter supplement hereby confirms the Customer's commitment to purchase an
additional 15,178 separative work units (SWU) under its Utility Services
Contract ("Contract") with DOE in Fiscal Year 1988 at a fixed price of $75.00
per SWU.
Delivery of the material purchased hereunder may be made in Fiscal Year 1989 or
1990, as agreed upon by the Customer and DOE. Payment for such material shall
be remitted in full to DOE on or before September 25, 1988. The Customer's
purchase of SWU hereunder shall in no way decrease or displace any commitments
made by the Customer to DOE under its contract with DOE or any commitments to
DOE of any other Utility Services Contract holder. No fee will be assessed by
DOE for variable tails assay selection between 0.2 percent U-235 and 0.3 percent
U-235, inclusive for all purchases made herein; however, the Customer shall
specify only one tails assay for each order. Further, the Customer shall comply
with any and all restrictions, rules, regulations, and laws concerning origin of
feed material in effect at the time the enrichment services purchased hereunder
are provided. All other terms and conditions shall be as detailed in the
contract.
-2-
Please indicate your acceptance of this letter supplement in the space provided
below and return one signed copy to DOE. The second copy is for your retention.
Sincerely,
UNITED STATES OF AMERICA
BY: SECRETARY OF ENERGY
BY: /s/ James C. Hall
-----------------------------
(Contracting Officer)
ACCEPTED:
ROCHESTER GAS AND ELECTRIC CORPORATION
BY: /s/ Gregory J. Fuller
-----------------------------
TITLE: Purchasing Agent
--------------------------
DATE: August 2, 1988
--------------------------