RESOLUTION RESOLVED, that the President, Executive Vice President, or a Vice President, be and hereby is authorized and directed to execute for and on behalf of this Corporation, a certain agreement and contract bearing date May 1, 1944, between the United States of America acting by the Secretary of the Interior and, severally, Defense Plant Corporation, the City of Los Angeles and its Department of Water and Power, Southern California Edison Company, Ltd., and the Metropolitan Water District of Southern California, providing, among other things, for the disposition and resale by the Secretary of the Interior, at firm power rates, to the City of Los Angeles and its Department of Water and Power and to Southern California Edison Company, Ltd., of 179,000,000 kilowatt hours from the 1,100,000,000 kilowatt hours of so-called "Metropolitan unused" power and energy which Defense Plant Corporation had obligated itself to take and/or pay for under contracts dated May 9, 1942, and that the Secretary or an Assistant Secretary of this Corporation be and hereby is authorized and directed to affix the seal of this Corporation and to attest the same. The foregoing resolution was duly adopted by the Board of Directors of Defense Plant Corporation on the 27th day of October, 1944. LEO NIELSON, Secretary, [SEAL] [ITEM 91] BOULDER CANYON PROJECT CONTRACT FOR THE RESALE OF ELECTRICAL ENERGY TO BE DEVELOPED AT BOULDER DAM POWER PLANT (I1r-1389) 1. THIS CONTRACT, made this first day of October, 1944, between THE UNITED STATES OF AMERICA (hereinafter referred to as the "United States”), acting for this purpose by Harold L. Ickes, Secretary of the Interior (hereinafter referred to as the "Secretary"), and, severally, Defense Plant CORPORATION (hereinafter referred to as "Defense Plant"), a corporation created by Reconstruction Finance Corporation pursuant to Section 5d of the Reconstruction Finance Corporation Act, as amended; The City of Los Angeles, a municipal corporation of the State of California, and its DEPARTMENT OF WATER AND POWER (said Department acting herein in the name of the City, but as principal in its own behalf as well as in behalf of the City, the term "City," as used herein, being deemed to include both the City of Los Angeles and its Department of Water and Power); SOUTHERN CALIFORNIA EDISON COMPANY LTD., a private corporation organized and existing under the laws of the State of California (hereinafter referred to as "Edison Company"); THE METROPOLITan Water DistrICT OF SOUTHERN CALIFORNIA, a public corporation organized and existing under the laws of the State of California (hereinafter referred to as the "District"); and CALIFORNIA ELECTRIC POWER COMPANY (formerly The Nevada-California Electric Corporation and successor to The Southern Sierras Power Company), a private corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as "California Electric"); WITNESSETH THAT: EXPLANATORY RECITALS 2. WHEREAS, pursuant to the provisions of the Act of Congress approved December 21, 1928 (45 Stat. 1057), designated the Boulder Canyon Project Act (hereinafter referred to as the "Project Act"), the United States heretofore entered into a contract with the District, of date April 26, 1930 (Symbol and No. I1r-647), for the purchase by and delivery to the District, under the terms and conditions therein stated, of certain electrical energy to be developed at Boulder Power Plant, which said contract was amended by supplemental contracts of dates May 31, 1930, and July 13, 1938; and 3. WHEREAS, pursuant to the Act of Congress approved July 19, 1940 (54 Stat. 774), designated the Boulder Canyon Project Adjustment Act (hereinafter referred to as the "Adjustment Act"), the District, under date of May 29, 1941, entered into a contract (Symbol and No. Ilr-1336), covering the delivery of electrical energy to it under the terms and provisions of the Adjustment Act; and 4. WHEREAS, the District heretofore declared its inability for the period ending May 31, 1945, to use substantial quantities of the firm energy required to be taken and/or paid for by it under the provisions of the aforesaid contract of May 29, 1941, for the only purpose for which energy was allocated to and purchased by the District, namely, for pumping water into and in its aqueduct, and by contract between the United States and Defense Plant dated May 9, 1942 (Symbol and No. I1r-1389), a portion of such energy was sold to Defense Plant; and 5. WHEREAS, in pursuance of request therefor by Defense Plant and by contract by and between the United States, Defense Plant, City, Edison Company and the District, dated the first day of May, 1944 (Symbol and No. Ilr-1389), Defense Plant was relieved of its obligation to take and/or pay for energy under the aforesaid contract dated May 9, 1942 (Symbol and No. I1r-1389), during the contract year ending May 31, 1945, in the amount of 179,000,000 k.w.h., and said 179,000,000 k.w.h., together with certain other unused District energy, was sold to the City and to Edison Company by said contract dated May 1, 1944; and 6. WHEREAS, Defense Plant now desires to release for resale two additional blocks of the energy it is obligated to take and/or pay for under the said contract of May 9, 1942 (Symbol and No. I1r-1389), namely, Block A in the amount of 240,000,000 k.w.h. and Block B in the amount of 470,000,000 k.w.h., and has requested the Secretary to resell such energy as District unused energy and to credit the proceeds from the sale thereof on the obligations of Defense Plant Corporation under said contract of May 9, 1942; and 7. WHEREAS, under the provisions of the General Regulations for Generation and Sale of Power in accordance with the Adjustment Act, approved by the Secretary under date of May 20, 1941 (hereinafter referred to as the "General Regulations") the City, Edison Company, and California Electric have optional rights covering the purchase by them of unused District energy, and each desires, to the extent hereinafter set forth, to exercise such optional rights as to the energy now available for resale as aforesaid; and 8. Whereas, in order to utilize any of the energy designated in Article 6 hereof as Block A and Block B, on its system, Edison Company requires the use of Section G-7 and Section T-7, and associated switching facilities, installed at Boulder Power Plant pursuant to the provisions of contract dated May 9, 1942 (Symbol and No. I1r-1387), entitled "Agreement Arranging Power Supply for Defense Plant Corporation," and to that end Defense Plant is willing, subject to the conditions hereinafter stated, to permit said sections to be used for the benefit of Edison Company; 9. Now, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows, to wit: RELEASE OF ENERGY BY DEFENSE PLANT 10. Defense Plant releases its rights to a portion of the energy heretofore agreed to be taken and/or paid for by it pursuant to the provisions of contract |