EXECUTION COPY
COMMON FACILITIES
OPERATING AND MAINTENANCE AGREEMENT
by and among
WISCONSIN ELECTRIC POWER COMPANY,
MADISON GAS AND ELECTRIC COMPANY,
AND WISCONSIN PUBLIC POWER INC.,
AS LESSEE/OWNER PARTIES
AND
WISCONSIN ELECTRIC POWER COMPANY, AS OPERATING AGENT
FOR THE
ELM ROAD GENERATING STATION COMMON FACILITIES
Dated as of December 17, 2004
TABLE OF CONTENTS
ARTICLE I RULES OF INTERPRETATIONS; DEFINITIONS
2
SECTION 1.1
RULES OF INTERPRETATION.
2
SECTION 1.2
DEFINITIONS.
4
ARTICLE II OPERATING AGENT
12
SECTION 2.1
APPOINTMENT OF OPERATING AGENT.
12
SECTION 2.2
OPERATING AGENT'S DUTIES AND RESPONSIBILITIES.
12
SECTION 2.3
EMERGENCIES.
15
SECTION 2.4
CONTRACTS.
15
SECTION 2.5
STANDARDS OF CONDUCT GOVERNING OPERATING AGENT'S ACTIONS.
16
SECTION 2.6
COOPERATION WITH OPERATING AGENT.
17
SECTION 2.7
CHANGE OF OPERATING AGENT.
17
SECTION 2.8
OWNERSHIP OF TRANSMISSION INTERCONNECTION EQUIPMENT.
19
ARTICLE III OPERATING COMMITTEE
19
SECTION 3.1
ESTABLISHMENT AND NATURE OF OPERATING COMMITTEE.
19
SECTION 3.2
SCOPE OF OPERATING COMMITTEE'S REVIEW AND ADVICE.
22
SECTION 3.3
OPERATING COMMITTEE'S AUTHORITY FOR CERTAIN DECISIONS.
23
SECTION 3.4
SINGLE OPERATING COMMITTEE FOR UNIT 1, UNIT 2 AND COMMON FACILITIES
26
ARTICLE IV PROVISION AND USE OF INFORMATION
26
SECTION 4.1
OPERATING AGENT TO PROVIDE RELEVANT INFORMATION.
26
SECTION 4.2
SPECIFIC INFORMATION REQUIREMENTS.
26
SECTION 4.3
PARTIES' RIGHTS OF ACCESS.
28
SECTION 4.4
AUDITS.
28
ARTICLE V TRANSITION
30
SECTION 5.1
CONTROL DURING AND AFTER TRANSITION PERIOD.
30
SECTION 5.2
DOCUMENTS AND AGREEMENTS.
30
SECTION 5.3
COOPERATION.
30
SECTION 5.4
COSTS INCURRED BY OPERATING AGENT DURING TRANSITION PERIOD.
30
SECTION 5.5
TESTING AND INITIAL START-UP.
31
ARTICLE VI OPERATIONS AND SCHEDULING
31
SECTION 6.1
COMMERCIAL OPERATION.
31
SECTION 6.2
AUXILIARY SERVICES.
31
SECTION 6.3
PRUDENT OPERATION.
31
SECTION 6.4
[INTENTIONALLY OMITTED]
31
SECTION 6.5
[INTENTIONALLY OMITTED]
32
SECTION 6.6
[INTENTIONALLY OMITTED]
32
SECTION 6.7
[INTENTIONALLY OMITTED]
32
SECTION 6.8
COORDINATION OF MAINTENANCE.
32
ARTICLE VII [Intentionally Omitted]
33
ARTICLE VIII [Intentionally Omitted]
33
ARTICLE IX ALLOCATION OF CAPITAL COSTS AND OPERATING COSTS
33
SECTION 9.1
GENERAL PRINCIPLES.
33
SECTION 9.2
COMPUTATION OF THE OPERATING AGENT'S LABOR COSTS.
35
SECTION 9.3
[INTENTIONALLY OMITTED]
36
SECTION 9.4
COSTS OF COMMON FACILITIES.
36
SECTION 9.5
[INTENTIONALLY OMITTED]
36
SECTION 9.6
[INTENTIONALLY OMITTED]
36
TABLE OF CONTENTS
SECTION 9.7
[INTENTIONALLY OMITTED]
37
SECTION 9.8
MISCELLANEOUS.
37
SECTION 9.9
REIMBURSEMENT RESPONSIBILITY.
38
ARTICLE X [Intentionally Omitted]
39
ARTICLE XI TAXES
39
ARTICLE XII [INTENTIONALLY OMITTED]
39
ARTICLE XIII INSURANCE
39
SECTION 13.1
OPERATING AGENT'S DUTY TO PROVIDE INSURANCE COVERAGE.
39
SECTION 13.2
INSPECTIONS.
40
SECTION 13.3
CONTRACTORS' INSURANCE.
40
ARTICLE XIV [INTENTIONALLY OMITTED]
40
ARTICLE XV DAMAGE TO FACILITY
40
SECTION 15.1
ALLOCATION OF LOSS PROCEEDS.
40
SECTION 15.2
EVENT OF TOTAL LOSS.
41
SECTION 15.3
EVENT OF LOSS.
41
ARTICLE XVI INDEMNIFICATION AND LIABILITY
41
SECTION 16.1
GENERAL INDEMNITY.
42
SECTION 16.2
INDEMNIFICATION FOR REGULATORY PENALTIES.
42
SECTION 16.3
LIABILITY AMONG THE PARTIES.
42
SECTION 16.4
COOPERATION REGARDING CLAIMS.
43
SECTION 16.5
SURVIVAL OF PROVISIONS.
43
ARTICLE XVII ASSIGNMENTS AND DELEGATIONS
44
SECTION 17.1
SUCCESSORS AND ASSIGNS.
44
SECTION 17.2
ASSIGNMENT BY OPERATING AGENT.
44
SECTION 17.3
ASSIGNMENT