set out herein at length, and this contract is subject to such other rules and regulations as hereafter may be promulgated by the Secretary pursuant to law and to Article 27 of Exhibit 2 hereof. (b) Edison Company hereby consents that the United States shall, and the United States agrees that it shall, cause the energy agreed to be delivered hereunder to be generated and delivered in accordance with the provisions of Exhibit 1; and the parties hereto agree that the rights and obligations of Edison Company under this contract shall by controlled by the provisions of Exhibit 1 to the extent that such provisions are applicable to Edison Company as an allottee or contractor for electrical energy; provided, however, that in the event that such Exhibit 1 shall be terminated as to either or both of the Operating Agents therein named, the United States thereafter shall itself generate and deliver the energy agreed by the United States to be generated and delivered through the agent or agents as to which said Exhibit 1 shall have been terminated. DELIVERY OF ENERGY 8. (a) The United States agrees to deliver at transmission voltage at Boulder Power Plant, and Edison Company agrees to take and/or pay for, electrical energy in accordance with the provisions of Article 7 hereof, for the period from the effective date of this contract to May 31, 1987, inclusive, in accordance with the allocation of energy contained in Exhibit 2. (b) Sections G-4 and G-6 and T-4 and T-6, described in Exhibit 2, shall be used solely for the service of Edison Company and the United States, subject to Article 15 of Exhibit 1 and Article 20 of Exhibit 2. DELIVERY OF WATER FOR GENERATION OF ELECTRICAL ENERGY 9. (a) Subject to: (i) the statutory requirement that Boulder Dam and the reservoir created thereby shall be used: First, for river regulation, improvement of navigation and flood control; second, for irrigation and domestic uses and satisfaction of perfected rights mentioned in Section 6 of the Project Act; and third, for power; and (ii) the further statutory requirement that this contract is made upon the express condition and with the express covenant that the rights of Edison Company, as a contractor for electrical energy, to the use of the waters of the Colorado River, or its tributaries, shall be subject to and controlled by the Colorado River Compact; the United States will deliver water in the quantity, in the manner, and at the times necessary for the generation of the energy to which Edison Company is entitled under this contract, in accordance with the provisions of Article 20 of Exhibit 1 hereof, entitled "Integration of Operations." If Exhibit 1 should be terminated as to Edison Company prior to the termination of this contract, the United States will itself generate and deliver energy, subject to (i) and (ii) above, in the manner required by this contract, in the quantity to which Edison Company is entitled hereunder, and in accordance with Edison Company's load requirements. (b) The United States reserves the right temporarily to discontinue or reduce the delivery of water for the generation of electrical energy at any time for the purpose of maintenance, repairs and/or replacements, or installation of equipment, at the Project, and for investigations and inspections necessary thereto; provided, however, that the United States shall, except in case of emergency, give to Edison Company reasonable notice in advance of such temporary discontinuance or reduction, and that the United States shall make such inspections and perform such maintenance and repair work, after consultation with Edison Company, at such times and in such manner, consistent with any program of integrated operations established under the provisions of Article 20 of Exhibit 1 hereof, as to cause the least inconvenience to Edison Company, and that the United States shall prosecute such work with diligence, and, without unnecessary delay, resume delivery of water so discontinued or reduced. (c) Should the delivery of water, for any reason or cause, other than any act or omission of Edison Company, be discontinued or reduced below the amount required for the generation of firm energy in accordance with the provisions of this contract, the total number of hours of such discontinuance or reduction in any year shall be determined by taking the sum of the number of hours during which the delivery of water is totally discontinued, plus the product of the number of hours during which the delivery of water is partially reduced and the percentage of said partial reduction below the actual quantity of water required for generation of firm energy. Total or partial reductions in the delivery of wa ter which do not reduce the power output below the amount required at the time for generation of firm energy under any program of integrated operations established under Article 20 of Exhibit 1 hereof, or, if Exhibit 1 be terminated as to Edison Company, below the amount required at the time for Edison Company's load requirements, will not be considered in determining the total hours of discontinuance in any year. The minimum annual payment specified in Article 13 hereof shall be reduced by the ratio that the total number of hours of such discontinuance bears to eight thousand seven hundred sixty (8,760). (d) In no event shall any liability accrue against the United States, its officers, agents and/or employees, for any damage, direct or indirect, arising on account of drought, hostile diversion, Act of God, or the public enemy, or other similar cause; nevertheless interruptions in delivery of water occasioned by such causes shall be governed as provided in this Article 9. In the event of shortage of electrical energy at Boulder Power Plant due to shortage of water, the available electrical energy shall be prorated among all allottees concerned, on the basis of their respective obligations to take and/or pay for firm energy in the year of operation in which the shortage occurs. MEASUREMENT OF ENERGY 10. All electrical energy shall be measured at generator voltage. Suitable correction shall be made in the amounts of energy as measured at generator voltage to cover station losses, including (a) step-up transformer losses, (b) a proper proportion of energy used for operation of station auxiliaries and (c) a proper proportion of energy used by the United States for the construction and operation and maintenance of Boulder Dam and appurtenant works, exclusive of Boulder City, as provided in Article 4 (a) of Exhibit 2. The testing of meters and calibration of testing equipment shall be in accordance with Article 19 of Exhibit 1. If said exhibit should be terminated the same provisions shall apply as nearly as may be. The electrical energy delivered hereunder during any period in which the meters furnished to measure such electrical energy fail to register shall, for billing purposes, be estimated from the best information available. ENERGY RATES AND GENERATING CHARGES 11. The rates and charges to be paid by Edison Company for electrical energy under this contract shall be in accordance with those specified in Exhibit 2. The right of Edison Company to take energy at the rate for secondary energy shall not be impaired by reason of the fact that another allottee has not discharged its obligation to pay for energy at the firm rate. BILLING AND PAYMENTS 12. (a) Edison Company shall pay monthly for electrical energy and for the generation thereof in accordance with the energy rates and generating charges specified in Exhibit 2. When energy taken in any month is not in excess of onetwelfth (1/12) of the minimum annual obligation to take and/or pay for firm energy, the energy bill for such month shall be computed at the rate for firm energy in effect when such energy was taken on the basis of the actual amount of energy used during such month. All energy used during any month in excess of one-twelfth (1/12) of such minimum annual obligation for firm energy shall be paid for at the rate for secondary energy in effect when such energy was taken; provided, however, that the secondary rate shall not apply to any energy taken during any month unless and until an amount of energy equivalent to one-twelfth (1/12) of such minimum annual obligation for firm energy has been taken for all months, beginning with the month of June immediately preceding; provided, however, that the bill for energy for the month of May of each year shall not be less than the difference between the minimum annual energy payment, as provided in Article 13 hereof, and the sum of the amounts charged for firm energy during the preceding eleven months, but in no event shall the sum of the amounts charged for energy for any year of operation exceed the product of the minimum quantity of firm energy which Edison Company is obligated to take and/or pay for in such year of operation and the firm energy rate; plus the product of the quantity of energy taken by Edison Company in such year of operation in excess of its firm energy obligation and the secondary energy rate. In computing the energy bill for each month, a credit will be allowed for generating charges for energy generated by Edison Company (as Operating Agent) for the United States out of the energy reserved for it, exclusive of the energy classed as station losses as provided in Article 4 (a) of Exhibit 2, and energy charges at the firm energy rate for one-half of such energy furnished to the United States. The United States will submit bills to Edison Company by the tenth of each month immediately following the month during which the energy was generated, and payments shall be due on the first day of the month immediately succeeding. If such charges (less proper and applicable credits) are not paid when due an interest charge of one per centum (1%) of the amount unpaid shall be added thereto, and thereafter an additional interest charge of one per centum (1%) of the principal sum unpaid shall be added on the first day of each succeeding calendar month until the amount due, including such interest, is paid in full, but nothing contained in this article shall be construed as in any manner abridging, limiting, or depriving the United States of any means of enforcing any remedy either at law or in equity for the breach of any of the provisions hereof which it would otherwise have. (b) In accordance with the provisions of Section 4 (b) of the Adjustment Act, in the event payments to the States of Arizona and Nevada, or either of them, under Section 2 (c) of the Adjustment Act, shall be reduced by reason of the collection of taxes mentioned in said section, adjustments shall be made, from time to time, with each allottee which shall have paid any such taxes, by credits or otherwise, for that proportion of the amount of such reductions which the amount of the payments of such taxes by such allottee bears to the total amount of such taxes collected. MINIMUM ANNUAL PAYMENTS 13. (a) The minimum quantity of firm energy which Edison Company shall take and/or pay for at firm energy rates in each year of operation under the terms of this contract shall be 21.1510 per centum of all firm energy as defined in Article 3 of Exhibit 2; except as reduced by one-half of the amount of firm energy furnished to the United States out of energy reserved to it as provided in Article 4 (a) of Exhibit 2 and by 40% of the amounts of firm energy contracted for or taken (whichever is the greater) by others as provided in Article 4 (b) of Exhibit 2. The minimum annual energy payment shall be reduced in case of interruptions or curtailment of delivery of water as provided in Article 9 hereof; provided, however, that if Edison Company has used during such year of operation less water than that available to it under any program of integration of operations agreed upon, decided on or determined (b) Absorption period.—In order to afford a reasonable time for Edison .635,898,893 kw-hrs. Year of operation ending May 31, 1942... CONTINGENT ON FINAL EFFECTIVENESS OF ADJUSTMENT ACT 14. This contract shall not become effective unless and until the Adjustment If the Adjustment Act shall not have taken effect for all purposes prior to DURATION OF CONTRACT 15. This contract shall remain in effect to and including May 31, 1987, un- 833942-50-55 |