TRANSFER OF INTEREST IN CONTRACT

27. No voluntary transfer of this contract, or of the rights of the State hereunder, shall be made without the written approval of the Secretary; and any successor or assign of the rights of the State, whether by voluntary transfer, judicial sale, trustee's sale, or otherwise, shall be subject to all the conditions of the Project Act as modified by the Adjustment Act, and of the Adjustment Act, and also subject to all the provisions and conditions of this contract to the same extent as though such successor or assign were the original contractor hereunder; provided, that the execution of a mortgage or trust deed, or judicial or trustee's sale made thereunder, shall not be deemed a voluntary transfer within the meaning of this Article.

NOTICES

28. (a) Any notice, demand or request required or authorized by this contract to be given or made to or upon the United States shall be delivered, or mailed postage prepaid, to the Director of Power, United States Bureau of Reclamation, Boulder City, Nevada, except where, by the terms hereof, the same is to be given or made to or upon the Secretary, in which event it shall be delivered, or mailed postage prepaid, to the Secretary, at Washington, D. C.

(b) Any notice, demand or request required or authorized by this contract to be given or made to or upon the State shall be delivered, or mailed postage prepaid, to the Secretary of the Arizona Power Authority, Phoenix, Arizona.

(c) The designation of any person specified in this article or in any such request or notice, or the address of any such person, may be changed at any time by notice given in the same manner as provided in this article for other notices.

CONTRACT CONTINGENT UPON APPROPRIATIONS

29. This contract is subject to appropriations being made by Congress from time to time of money sufficient to make all payments and to provide for the doing and performance of all things on the part of the United States to be done and performed under the terms hereof, and to there being sufficient money available in the Colorado River Dam fund for such purposes. No liability shall accrue against the United States, its officers, agents or employees, by reason of sufficient money not being so appropriated, or on account of there not being sufficient money in the Colorado River Dam fund for such purposes.

OFFICIALS NOT TO BENEFIT

30. No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this contract or to any benefit that may arise herefrom, but this restriction shall not be construed to extend to this contract if made with a corporation or company for its general benefit.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed the day and year first above written.

Attest:

MILDRED MCCLAIN, Secretary.

THE UNITED STATES OF AMERICA, By HAROLD L. ICKES,

Secretary of the Interior.

ARIZONA POWER AUTHORITY,

By M. J. DOUGHERTY, Chairman.

[SEAL]

AMENDED MARCH 10, 1931, JULY 1, 1931, NOVEMBER 16, 1931

I

The United States will, at its own cost, construct in the main stream of the Colorado River at Black Canyon, a dam, designated as Hoover Dam, creating thereby at the date of completion, a storage reservoir having a maximum water surface, elevation at about twelve hundred twenty-two (1222) feet above sea level (U. S. Geological Survey datum) of a capacity of about twenty-nine million five hundred thousand (29,500,000) acre-feet. The United States will also construct in connection therewith outlet works, pressure tunnels, penstocks, power plant building, and furnish and install generating, transforming and high voltage switching equipment for the generation of the energy allocated to the various allottees respectively. Title to Hoover Dam, reservoir, plant and incidental works, shall forever remain in the United States.

II

The United States will operate and maintain the dam, reservoir, pressure tunnels, penstocks to but not inclusive of the shut-off valves at the inlets to the turbine casings, and outlet works, and will have full control of all water passing the dam for any and all purposes. The dam and reservoir will be operated and used: First, for river regulation, improvement of navigation, and flood control; second for irrigation and domestic uses and satisfaction of present

perfected rights in pursuance of Article VIII of the Colorado River Compact, and, third, for power.

III

The United States will lease to the City of Los Angeles, referred to herein as the City, for fifty (50) years from the date at which energy is ready for delivery to the City, as announced by the Secretary, such power plant units and corresponding plant facilities and incidental structures as may be necessary to generate the energy allocated to it and energy for those allottees for whom the City is herein designated the generating agency, together with the right to generate such electrical energy.

The United States will lease to Southern California Edison Company, Ltd., referred to herein as the Company, such power plant units and corresponding plant facilities and incidental structures as may be necessary to generate the energy allocated to it and energy for those allottees for whom the Company is herein designated the generating agency, together with the right to generate such electrical energy, for a period beginning with the date at which the first of such power plant units is ready for operation and water is available therefor as announced by the Secretary, and ending at a time fifty (50) years from the date at which energy is ready for delivery to the City.

The machinery and equipment under lease to either lessee shall be operated and maintained by such lessee without interference from or control by the other lessee, but subject nevertheless to the supervisory authority of the Secretary or his representative, under the terms of the lease.

Subject to conditions hereinafter stated, the designation of generating agencies shall be as follows:

Generation of energy allocated to and used by the States of Nevada and Arizona shall be effected by the City.

Generation of energy allocated to Municipalities, shall be effected by the City. Generation of energy allocated to the District shall be effected by the City. Generation of energy allocated to the Companies shall be effected by Southern California Edison Company, Ltd.

The lessees and allottees may make other arrangements for generation, subject to the approval of the Secretary.

Disputes and disagreements between any allottee and the lessee generating energy for it, with respct to such generation, and/or the cost thereof, shall be determined by the Secretary unless otherwise specifically provided by contracts thereof with the Secretary.

All generation shall be effected at cost, except as provided in contracts with the United States.

IV

The respective portions of the power plant and appurtenant structures shall be operated and maintained by the City and the Company, severally, under the