the Contractor in writing of its determination. Notwithstanding any of the foregoing principles, the Commission may determine, in its sole discretion, that the Contractor's charges, terms and conditions are reasonable or unreasonable; in making such determination, the Commission may apply such criteria as it shall, in its sole discretion, deem advisable. If the Commission determines that the Contractor's charges, terms and conditions are reasonable, such material shall be delivered pursuant to Article II A.(2) and this contract shall be modified accordingly. If the Commission determines that such charges, terms and conditions are unreasonable, the Commission shall not be obligated to deliver such material to the Contractor for chemical processing hereunder. Any determinations of reasonableness or unreasonableness pursuant to this Article II G. shall be made by a quorum of the members of the Atomic Energy Commission (or any successor of such Atomic Energy Commission established by statute). EXCHANGE OF INFORMATION; DELIVERY SCHEDULE; DELIVERY; STORAGE A. Exchange of Information As soon as practicable after the effective date of this contract, the Commission and the Contractor will establish a plan for keeping the Contractor currently and fully informed as to the projected amounts of specification material to be made available by the Commission for chemical processing under this contract, the schedules for delivery of material to the Contractor, and such other matters as may be reasonably required to permit the efficient scheduling of the chemical processing provided for herein. Pursuant to such plan the parties hereto will keep each other fully and currently informed with respect to all matters relating to the proposed chemical processing of the Commission's material hereunder so as to permit the parties the greatest practicable degree of flexibility, consistent with the provisions of this contract, in carrying out their respective duties and obligations hereunder. Such plans shall provide that the Commission will advise the Contractor in writing, approximately 90 days prior to the commencement of each processing year, or approximately 90 days prior to January 1, 1965, if this date occurs prior to commencement of the first processing year, of the amount of material which the Commission tentatively proposes to deliver to the Contractor in the ensuing processing year, (or in calendar year 1965) a description of such material by Material Category and the tentative delivery schedule with respect to such material. B. Delivery Schedule: Delivery (1) Not later than 30 days prior to the commencement of each processing year, or 30 days prior to January 1, 1965, the parties hereto will establish a mutually acceptable shipping schedule with respect to all irradiated reactor material to be delivered by the Commission to the Contractor in the ensuing processing year (or in calendar year 1965). All irradiated reactor material to be delivered to the Contractor during the ensuing processing year, or in calendar year 1965, shall be shipped in accordance with such schedule, provided that the Commission may unilaterally amend this shipping schedule with respect to any particular shipment at any time up to 7 days before the scheduled shipping date. The Commission will notify the Contractor promptly upon shipment of material, such notice to include the estimated date of arrival at the Plant. Subject to the limitations contained in paragraph C of this Article III, the Commission may deliver any amount of specification material in any processing year, or in calendar year 1965, irrespective of the amount of specification material scheduled to be chemically processed during such year. (2) All specification material delivered to the Contractor hereunder shall be delivered by the Commission f.o.b. the Plant in containers furnished by the Commission, which containers shall meet the requirements set forth in Article X hereof. The Contractor shall have the right to refuse to accept delivery of irradiated reactor material in containers which do not meet such requirements. C. Receipt, Unloading and Storage (1) The Contractor shall receive, unload and store at the Plant all specification material delivered by the Commission in accordance with the provisions of this contract, The Contractor agrees to make available to the Commission, on and after January 1, 1965, and at all times thereafter during the term of this contract, not less than 355 storage slots (as described in the Contractor's application to the Commission for a construction permit for the Plant) for storage of the Commission's specification material referred to in Article II A.(1) which is delivered hereunder. The Contractor shall not be obligated to receive, unload or store any material referred to in Article II A.(1) which is delivered by the Commission if such 355 slots are filled at the time of delivery with irradiated reactor material referred to in Article II A.(1). All material referred to in Article II A.(2) shall be received, unloaded and stored without regard to the aforesaid limitation. To the extent that the Contractor does not chemically process an amount of specification material referred to in Article II A.(1) equivalent to 125 revenue units per processing year, cumulatively, it shall provide without charge 2,84 storage slots of additional storage space for each such revenue unit not so processed, the number of such revenue units to be determined by subtracting from (1) 125, multiplied by the full number of processing years elapsed, (ii) the amount of specification material referred to in Article II A.(1) actually chemically processed during such processing years. If the first processing year, as defined in Article I, shall not have begun by July 1, 1966, it shall nonetheless be conclusively deemed to have begun by July 1, 1966, for the purpose of establishing the parties' obligations under the preceding sentence. Such additional storage space shall be provided only so long as and to the extent that the Contractor shall not thereafter have chemically processed a number of revenue units equivalent to that material for which such additional storage space has been provided. (2) The Commission may direct the Contractor to store fuel delivered by Commission licensees and others in the storage space available to the Commission. Such storage by the Contractor shall be performed without charge and under such other terms and conditions as may be agreed to by the Contractor and such other party. AMOUNT OF MATERIAL TO BE PROCESSED; DESIGNATION OF PROCESSING A. Request by Contractor for Amount of Specification Material to be (1) At least 60 days prior to the beginning of each processing year, the Contractor shall notify the Commission, in writing, of the amount of specification material, expressed as a number of revenue units, which the Contractor requires from the Commission for chemical processing during the ensuing processing year. No later than 30 days prior to the beginning of each processing year the Commission shall designate to the Contractor and commit to chemical processing, a processing lot or lots which will result in the number of revenue units (+15% of the number of revenue units, or + 10 revenue units, whichever is smaller) set forth in the Contractor's notification. (2) No later than 120 days after the commencement of each processing year, the Contractor will review its chemical processing schedule and shall notify the Commission, in writing, of the additional amount of specification material, expressed as a number of revenue units, which the Contractor requires from the Commission for the remainder of the processing year. No later than 150 days from the beginning of such current processing year, the Commission shall designate to the Contractor and commit to chemical processing a processing lot or lots which will result in the number of revenue units (+ 15% of the number of revenue units, or + 10 revenue units, whichever is smaller) set forth in the Contractor's notification. (3) The Commission agrees that it will not designate for chemical processing any specification material in Material Categories 3, 5, 6, 7, or 8 until the tanks (including spare tanks) for the storage of the waste generated by the chemical processing of such material have been constructed and installed, or should have been constructed and installed as provided in Article VI, whichever is earlier, provided that if the Contractor fails to construct and install the tanks within the time periods provided in Article VI, the Commission, as its sole remedy, shall be relieved, until such construction and installation have been completed, of its obligation to designate a number of revenue units as requested by the Contractor equivalent to that number set forth in the Commission's notifications to the Contractor referred to in Article VI A. (2), (3) and (4). (1) The size and content of any processing lot designated by material designated pursuant to paragraph A. (1) above at any time on or after the first day of the ensuing processing year, and (ii) to proceed with the chemical processing of the material designated pursuant to paragraph A. (2) above at any time after 30 days following designation of such additional material by the Commission. Unless the material so designated for chemical processing shall have been delivered to the Contractor at the time of such designation, the Commission will deliver such material in time to permit the commencement of chemical processing on the Contractor's scheduled date and the chemical processing of the entire processing lot without interruption. (2) The Commission shall have the right to include in one processing lot any specification material referred to in Article II A. (1) and II A. (2), provided that all such material belongs to the same Material Category. (3) If, in order to comply with the Contractor's processing requirements under paragraph A. of this Article IV: (a) The Commission is obliged to designate a processing lot containing less than 24 processing units and if the Commission has or reasonably could be expected to accumulate during the term of this contract additional specification material of the same Material Category, and if the Commission thereafter designates as a separate processing lot the amount of material which it had on hand and/or the amount of material thereafter accumulated, the charges payable by the Commission shall be adjusted so that the charges paid by the Commission for processing the processing lot initially designated, together with the charges for processing the processing lot subsequently designated, shall not exceed the charge which would have been payable had both the initial and the subsequent processing lots been processed as a single processing lot; (b) The Commission designates a processing lot containing 24 or more processing units, but the amount of specification material remaining in the same Material Category is less than 24 processing units, or the amount of specification material which the Commission could reasonably be expected to accumulate during the term of this contract, is less than 24 processing units, and if the Commission thereafter designates as a separate processing lot the amount of material so remaining and/or thereafter accumulated, and such processing lot contains less than 24 processing units, the charges payable by the Commission shall be adjusted so that the charges paid by the Commission for the processing of the processing lot initially designated and the charges for the processing of the processing lot subsequently designated shall not exceed the charge which would have been payable had both processing lots been processed as a single processing lot; provided, however, that this section (3) shall not apply in any case in which the Contractor has requested the Commission to designate for chemical processing material equivalent to 125 revenue units. (4) If either occurrence contemplated in section (3)(a) or (b) should be likely, the Commission shall inform the Contractor of this fact in writing prior to designating a processing lot, and the Commission shall afford the Contractor an opportunity to amend its notification and, should the Commission make its designation without so informing the Contractor, it shall be conclusively presumed that neither occurrence contemplated will take or has taken place. C. Minimum Amount of Material to be Chemically Processed by Contractor (1) Unless otherwise authorized in advance by the Contracting Officer; the Contractor shall chemically process the following minimum amounts of specification material: (a) During the first processing year, an amount of specification material equivalent to not less than 100 revenue units; (b) During the first two processing years, an amount of specification material which, including the amount of specification material chemically processed during the first processing year, is equivalent to not less than 280 revenue units; (c) During the term of this contract, all of the specification material referred to in Article II A. (1) and (2) hereof. (2) The minimum amount of specification material required to be chemically processed during the first and/or second processing years shall be reduced, at the Contractor's option, to the extent that the amount of material required to be delivered by the Commission pursuant to Article II A. (2) hereof is reduced as provided therein; provided, however, that in any event the Contractor shall be obligated to chemically process an amount of specification material which is equivalent to at least 60 revenue units in each of the first two processing years. D. Minimum and Maximum Amounts of Material to be Requested by Contractor Unless otherwise authorized in advance by the Contracting Officer: (1) The Contractor shall in all cases request such amounts of specification material as shall enable the Contractor to meet the minimum chemical processing requirements set forth in paragraph C of this Article IV, (2) The Contractor may not request in any one processing year an amount of specification material which would oblige the Commission to designate a quantity of specification material referred to in Article II A. (1) here of equivalent to more than 125 revenue units, except to the extent that the Contractor has not requested, in any one or more processing years, an amount of specification material which would oblige the Commission to designate specification material |