Exhibit



CONFIDENTIAL AND PROPRIETARY







Exhibit 10(c)8


AMENDMENT NO. 2
TO
CONSTRUCTION COMPLETION AGREEMENT
BETWEEN
GEORGIA POWER COMPANY, FOR ITSELF AND AS AGENT 
FOR OGLETHORPE POWER CORPORATION (AN ELECTRIC 
MEMBERSHIP CORPORATION), MUNICIPAL ELECTRIC 
AUTHORITY OF GEORGIA, AND THE CITY OF DALTON, 
GEORGIA, MEAG POWER SPVM, LLC, MEAG POWER SPVP, LLC, AND THE CITY OF DALTON, GEORGIA, ACTING BY AND THROUGH ITS BOARD OF WATER, LIGHT AND SINKING FUND COMMISSIONERS, AS OWNERS
AND
BECHTEL POWER CORPORATION
DATED AS OF NOVEMBER 08, 2019









CONFIDENTIAL AND PROPRIETARY





AMENDMENT NO. 2 TO
CONSTRUCTION COMPLETION AGREEMENT
This AMENDMENT NO. 2 (this “Amendment”) TO THE CONSTRUCTION COMPLETION AGREEMENT, dated October 23, 2017 (together with the Exhibits thereto, as amended, the “Agreement”), by and between GEORGIA POWER COMPANY, a Georgia corporation (“GPC”), acting for itself and as agent for OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation formed under the laws of the State of Georgia, MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, a public body corporate and politic and an instrumentality of the State of Georgia, MEAG Power SPVJ, LLC, MEAG Power SPVM, LLC, MEAG Power SPVP, LLC, each a Georgia limited liability company, and THE CITY OF DALTON, GEORGIA, an incorporated municipality in the State of Georgia acting by and through its Board of Water, Light and Sinking Fund Commissioners (hereinafter referred to individually and collectively as “Owners”), and BECHTEL POWER CORPORATION, a Nevada corporation (“Contractor”), is entered into as of the 8th day of November, 2019.  Owners and Contractor are individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
RECITALS
WHEREAS, Owners are presently developing and constructing two new nuclear plant units and related facilities, structures and improvements at the Vogtle plant site in Georgia, which units are designated as Vogtle Units 3 and 4;
WHEREAS, Owners and Contractor entered into the Agreement, as of October 23, 2017, for Contractor to provide certain services in order for Owners to complete the construction of the Vogtle Units 3 and 4, pursuant to the terms and conditions set forth in the Agreement;
WHEREAS, Owners and Contractor entered into Amendment NO. 1 to the Agreement, as of October 14, 2018;
WHEREAS, Owners and Contractor have agreed to revise certain provisions of the Agreement; 
NOW, THEREFORE, in consideration of the recitals, the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which the Parties acknowledge, the Parties, intending to be legally bound, stipulate and agree as follows:
ARTICLE I 
AMENDMENTS TO AGREEMENT
 
Section 1.1    Insert the following new Section 11.2 (v) into the Agreement;
(v)    Third party contractor personnel seconded or contracted to Southern Nuclear under one or more agreements and in turn seconded by Southern Nuclear to Contractor under the Amended and Restated Staff Augmentation Agreement for the purpose of performing work package scope and/or planning as generally described in Exhibit A, 






CONFIDENTIAL AND PROPRIETARY



Table 1 (“Third Party Secondees”) shall not be taken into consideration for purposes of adjusting the Target Construction Cost as contemplated in Section 11.2(iii) above.  However, the Target Construction Cost shall be decreased or increased (as applicable) to reflect the amount by which the cost to Southern Nuclear of the Third Party Secondees during the period from August 1, 2018 through the Unit 4 Mechanical Completion Date is greater or less than $53,100,000 (e.g., if such cost is $54,100,000, then the Target Construction Cost shall be decreased by $1 million).
Section 1.2    Exhibit A, Table 1 of the Agreement (Work Package Division of Responsibility), is deleted and replaced with the table in Attachment 1 to this Amendment. 
Section 1.3    In Exhibit B, paragraph 1 of the Agreement, replace “(“To-Go Quantities”)” after Tables 1 through 11 with “(“10/23/2017 Remaining To-Go Quantities (Revised)”)”.
Section 1.4    Exhibit B, Tables 1-11 of the Agreement is deleted and replaced with the table in Attachment 2 to this Amendment.


ARTICLE II 
MISCELLANEOUS
Section 2.1    Capitalized terms used herein and not defined herein have the meanings assigned in the Agreement.
Section 2.2    This Amendment shall be construed in connection with and as part of the Agreement, and all terms, conditions, and covenants contained in the Agreement, except as herein modified, shall be and shall remain in full force and effect.  The Parties hereto agree that they are bound by the terms, conditions, and covenants of the Agreement as amended hereby.  
Section 2.3    This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Section 2.4    The validity, interpretation, and performance of this Amendment and each of its provisions shall be governed by the internal Laws of the State of Georgia, without giving effect to the principles thereof related to conflicts of Laws.
Section 2.5    Except as expressly provided for in this Amendment, all other Articles, Sections and Exhibits of and to the Agreement remain unchanged.
[Signature page follows on the next page.]


2








IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first above written.


	
				
	 
	BECHTEL POWER CORPORATION

	 
	 
	 
	 

	 
	By:
	 
	/s/Brian Reilly

	 
	 
	 
	 

	 
	Name:
	Brian Reilly

	 
	 
	 
	 

	 
	Title:
	SVP & Project Manager

	 
	 
	 
	 

	 
	 
	 
	 

	 
	GEORGIA POWER COMPANY, as an Owner and as agent for the other Owners

	 
	 
	 
	 

	 
	By:
	 
	/s/David L. McKinney

	 
	 
	 
	 

	 
	Name:
	David L. McKinney

	 
	 
	 
	 

	 
	Title:
	Sr. VP, Nuclear Development








[CCA Amendment No.2 Signature Page]



CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT



Attachment 1
Exhibit A - Scope of Work / Division of Responsibilities


	
		
	Table 1. Work Package Division of Responsibility

	Responsibility
	Description

	1.   Work Package Scoping and Planning

	Owners
	•    Provide all engineering and procurement information as required to support Contractor Work Package Scoping and Planning.
•    Provide Owners’ Issued for Construction Documents (drawings, installation specifications, ASME weld data sheets, etc.) 
•    Provide ITAAC requirements within applicable work packages
•    Provide Plant Equipment and Materials to resolve material holds on work packages
•    Prepare ASME material requests, and ASME Material Requisitions for Plant Equipment and Materials
•    Provide ITP System Scoping Boundaries

	Contractor
	•    Perform Work Package scoping and planning to support the Construction schedule, with support from Owner, including:
-    Define scope
-    Inclusion of design requirements and ITAAC requirements
-    Assemble Owners' Issued for Construction Documents (drawings, installation specifications, weld data sheets, etc.), Verification/Inspection Data Sheets, QCIs, etc., all as provided by Owners.
-    Evaluate status of Plant Equipment and Materials, prepare material take-offs/material requests for Plant Equipment and Materials (by initiating material reservations), close material holds on work packages, and prepare Material Requisitions for issuance by Owners to help ensure availability of material for Work Package execution.
•    Prepare Work Package Scoping Document, issue for field review, incorporate comments, issue final Work Package Scoping


•    Review Issued for Construction Documents focusing on constructability, perform constructability walk downs, resolve comments.


•    Evaluate status of non-permanent plant materials and, as appropriate, prepare Material Requisitions (by initiating material reservations) to help ensure availability of material for Work Package execution.






CCA Amendment No. 2
Attachment 1
Page 1


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT



	
		
	2.   Work Package Preparation

	Contractor
	•    Based on the Work Package Scoping Document, prepare Work Package including construction work steps and sequencing, issue for Owners review, resolve Owners' comments, issue final Work Package.

	Owners
	•    Review Work Package prepared by Contractor for incorporation of ITAAC requirements

	3.   Work Package Execution

	Contractor
	•    Manage/control Work Package during installation.
•    Perform inspections and signoffs in accordance with the requirements in the Work Package (i.e., Field Engineering inspections).
•    Confirm that all work steps are completed and signed-off in the Work Package.
•    Complete ITAAC required activities

	Owners
	•    Perform any inspections and signoffs identified for Owners in the Work Package.
•    Provide support to Contractor as requested including review and approval of changes requested to Owners' Issued for Construction Documents.

	4.   Work Package Closure

	Contractor
	•    Close Work Package and enter into Owners' records management system.

	5.   Owners' Oversight and Staffing

	Owners
	•    Perform Owners' oversight of Contractor's Work Package activities.








CCA Amendment No. 2
Attachment 1
Page 2



CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT



Attachment 2
Exhibit B – Target Assumptions Tables 1 to 11


	
					
	Table 1. To-Go Concrete Quantities (Cast in Place & Modular) (cubic yards)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	1,925

	Auxiliary Building
	7,340

	Annex Building
	4,123

	Shield Building
	10,938

	Turbine Building
	1,244

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	803

	Radwaste Building
	1,636

	Total Unit 3
	28,011

	 
	 

	Containment
	6,621

	Auxiliary Building
	9,714

	Annex Building
	6,743

	Shield Building
	11,706

	Turbine Building
	6,955

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	803

	Radwaste Building
	1,636

	Total Unit 4
	44,178

	 
	 

	Total Site
	26,501

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 1


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT





	
	
	Table 2. (Blank)

	Notes:  See Table 1 for combined quantities of Cast in Place Concrete and Modular Concrete

	 
















CCA Amendment No. 2
Attachment 2
Page 2


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT





	
					
	Table 3. To-Go Structural Steel Quantities (tons)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	611

	Auxiliary Building
	790

	Annex Building
	1,035

	Shield Building
	49

	Turbine Building
	790

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	215

	Radwaste Building
	442

	Total Unit 3
	3,933

	 
	 

	Containment
	611

	Auxiliary Building
	843

	Annex Building
	1,244

	Shield Building
	49

	Turbine Building
	4,200

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	215

	Radwaste Building
	442

	Total Unit 4
	7,604

	 
	 

	Total Site
	65

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 3


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 4. To-Go Large Bore Pipe Quantities (linear feet)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	8,632

	Auxiliary Building
	15,343

	Annex Building
	10,046

	Shield Building
	0

	Turbine Building
	60,526

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	2,575

	Radwaste Building
	2,618

	Total Unit 3
	99,741

	 
	 

	Containment
	9,286

	Auxiliary Building
	18,074

	Annex Building
	12,554

	Shield Building
	0

	Turbine Building
	64,788

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	2,575

	Radwaste Building
	2,618

	Total Unit 4
	109,894

	 
	 

	Total Site
	6,649

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 4


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 5. To-Go Large Bore Pipe Hangers (each)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	824

	Auxiliary Building
	1,020

	Annex Building
	1,028

	Shield Building
	0

	Turbine Building
	3,786

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	185

	Radwaste Building
	214

	Total Unit 3
	7,057

	 
	 

	Containment
	845

	Auxiliary Building
	1,089

	Annex Building
	1,231

	Shield Building
	0

	Turbine Building
	4,486

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	185

	Radwaste Building
	214

	Total Unit 4
	8,050

	 
	 

	Total Site
	537

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 5


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 6. To-Go Small Bore Pipe Quantities (linear feet)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	14,363

	Auxiliary Building
	15,051

	Annex Building
	13,129

	Shield Building
	0

	Turbine Building
	56,566

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	1,464

	Radwaste Building
	2,069

	Total Unit 3
	102,642

	 
	 

	Containment
	14,792

	Auxiliary Building
	19,339

	Annex Building
	14,837

	Shield Building
	0

	Turbine Building
	57,671

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	1,464

	Radwaste Building
	2,069

	Total Unit 4
	110,172

	 
	 

	Total Site
	1,502

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 6


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 7. To-Go Small Bore Pipe Hangers (each)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	2,245

	Auxiliary Building
	1,642

	Annex Building
	1,779

	Shield Building
	0

	Turbine Building
	6,486

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	176

	Radwaste Building
	280

	Total Unit 3
	12,608

	 
	 

	Containment
	2,249

	Auxiliary Building
	1,748

	Annex Building
	1,940

	Shield Building
	0

	Turbine Building
	6,770

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	176

	Radwaste Building
	280

	Total Unit 4
	13,163

	 
	 

	Total Site
	938

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 7


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 8. To-Go Scheduled Cable Quantities (linear feet)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	332,780

	Auxiliary Building
	689,691

	Annex Building
	552,942

	Shield Building
	0

	Turbine Building
	1,091,432

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	37,369

	Radwaste Building
	26,454

	Total Unit 3
	2,730,668

	 
	 

	Containment
	332,926

	Auxiliary Building
	688,690

	Annex Building
	553,725

	Shield Building
	0

	Turbine Building
	1,111,896

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	36,495

	Radwaste Building
	26,472

	Total Unit 4
	2,750,204

	 
	 

	Total Site
	1,577,660

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 8


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 9. To-Go Scheduled Conduit Quantities (linear feet)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	31,484

	Auxiliary Building
	60,530

	Annex Building
	39,550

	Shield Building
	0

	Turbine Building
	77,649

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	6,922

	Radwaste Building
	5,592

	Total Unit 3
	221,727

	 
	 

	Containment
	31,484

	Auxiliary Building
	60,530

	Annex Building
	39,663

	Shield Building
	0

	Turbine Building
	77,271

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	6,784

	Radwaste Building
	5,592

	Total Unit 4
	221,324

	 
	 

	Total Site
	303,447

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 9


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 10. To-Go Cable Tray Quantities (linear feet)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	6,314

	Auxiliary Building
	9,920

	Annex Building
	11,127

	Shield Building
	0

	Turbine Building
	18,445

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	480

	Radwaste Building
	759

	Total Unit 3
	47,045

	 
	 

	Containment
	6,314

	Auxiliary Building
	9,920

	Annex Building
	11,127

	Shield Building
	0

	Turbine Building
	18,432

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	480

	Radwaste Building
	759

	Total Unit 4
	47,032

	 
	 

	Total Site
	8,322

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 10


CONFIDENTIAL AND PROPRIETARY


AMENDMENT NO. 2 TO THE CONSTRUCTION COMPLETION AGREEMENT







	
					
	Table 11. To-Go Cable Terminations Quantities (each)

	 
	10/23/2017 Remaining

	Building
	To-Go

	 
	Quantities (Revised)

	 
	 

	Containment
	15,920

	Auxiliary Building
	58,340

	Annex Building
	35,689

	Shield Building
	0

	Turbine Building
	43,858

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	3,576

	Radwaste Building
	1,642

	Total Unit 3
	159,025

	 
	 

	Containment
	15,920

	Auxiliary Building
	58,264

	Annex Building
	35,577

	Shield Building
	0

	Turbine Building
	43,835

	Turbine Building – 1st Bay
	Included above

	Diesel Generator Building
	3,554

	Radwaste Building
	1,642

	Total Unit 4
	158,792

	 
	 

	Total Site
	13,707

	Notes
	 
	 
	 
	 

	 
	 
	 
	 
	 








CCA Amendment No. 2
Attachment 2
Page 11