I, GAIL C. LARKIN, Assistant Secretary of Southern California Edison Company Ltd., do hereby certify that the foregoing is a full, true and correct copy of the resolution of the Executive Committee of said Corporation, adopted at a Special Meeting of said Committee duly called and held on the 22nd day of July, 1937.

Witness my hand and seal of said Corporation this 22nd day of July, 1937. SOUTHERN CALIFORNIA EDISON COMPANY LTD., GAIL C. LARKIN, Assistant Secretary.

[CORPORATE SEAL]

Southern California Edison Company Ltd. hereby agrees (a) that the machinery and equipment installed by the United States in accordance with the foregoing supplemental contract will, if the same be delivered to it in good operating condition at the expiration of the term of said supplemental contract, be accepted by it as the machinery and equipment to be operated by it for the benefit of The Nevada-California Electric Corporation, as sucessor in interest of The Southern Sierras Power Company, in fulfillment of its obligations to generate electric energy for the benefit of said Corporation under that certain contract referred to as "Exhibit A" in the foregoing supplemental contract, and in fulfillment of the obligations of the United States thereunder to furnish and install generating equipment for such purpose, and (b) that the annual installments of charges on account of the cost of machinery and equipment agreed to be paid to the United States under the provisions of contract between the United States and The Southern Sierras Power Company, dated November 5, 1931 (Symbol and Number I1r-674), may be accelerated as provided in the foregoing supplemental contract; provided, however, that, except as expressly hereinabove stated, nothing contained in the foregoing supplemental contract, and nothing done thereunder by any of the parties thereto, shall be deemed or construed as a modification or a waiver of any of the provisions of said contract hereinabove described as "Exhibit A.” SOUTHERN California EDISON COMPANY LTD. By (Signed) HARRY J. BAUER, President.

Attest:

(Signed) E. D. KRACHEY, Secretary.

[SEAL]

[ITEM 56]

BOULDER CANYON PROJECT

CONTRACT FOR RESALE OF ELECTRICAL ENERGY TO BE DEVELOPED AT BOULDER DAM POWER PLANT

1. THIS CONTRACT, made this Twenty-Eighth day of December, nineteen hundred thirty-seven, pursuant to the Act of Congress approved June 17, 1902

(32 Stat., 388), and acts amendatory thereof or supplementary thereto, all of which acts are commonly known and referred to as the Reclamation Law, and particularly pursuant to the Act of Congress approved December 21, 1928 (45 Stat., 1057), designated the Boulder Canyon project act, between THE UNITED STATES OF AMERICA, hereinafter referred to as the United States, acting for this purpose by Oscar L. Chapman, Assistant Secretary of the Interior, hereinafter styled the Secretary, and NEEDLES GAS & ELECTRIC COMPANY, a corporation organized and existing under and by virtue of the laws of the State of California, hereinafter referred to as the Company: WITNESSETH:

EXPLANATORY RECITALS

2. WHEREAS, for the purpose of controlling the floods, improving navigation and regulating the flow of the Colorado River, providing for storage and for the delivery of the stored waters for reclamation of public lands and other beneficial uses exclusively within the United States, and for the generation of electrical energy, the Secretary, subject to the terms of the Colorado River Compact, is authorized to construct, operate and maintain a dam and incidental works in the main stream of the Colorado River at Black Canyon or Boulder Canyon, adequate to create a storage reservoir of a capacity of not less than twenty million acre-feet of water; also to construct, equip, operate and maintain at or near said dam, or cause to be constructed, a complete plant and incidental structures suitable for the fullest economic development of electrical energy from the water discharged from said reservoir; and

3. WHEREAS, after full consideration of the advantages of both the Black Canyon and Boulder Canyon dam sites, the Secretary has determined upon Black Canyon as the site of the aforesaid dam, hereinafter styled the Boulder Dam, and has determined that the provisions for revenues made by contracts in accordance with the provisions of the Boulder Canyon project act are adequate in his judgment to insure payment of all expenses of operation and maintenance of the Boulder Dam and appurtenant works incurred by the United States, and the repayment within fifty (50) years from the date of completion of said works of all amounts advanced to the Colorado River Dam fund under subdivision (b) of Section (2) of the Boulder Canyon project act, together with interest thereon made reimbursable under said Act; and

4. WHEREAS, the United States has entered into a contract of date April 26, 1930, with The City of Los Angeles (hereinafter styled the City) and Southern California Edison Company Ltd., severally (both hereinafter referred to as the lessees) for the lease, and for the operation and maintenance of a government-built power plant to be constructed at Boulder Dam as aforesaid, together with the right to generate electrical energy as therein stated,

a copy of which said lease-contract, as amended by supplemental contracts of dates May 28, 1930, and September 23, 1931, is attached to Exhibit 1 hereof, marked Exhibit "A"; and

5. WHEREAS, in said lease-contract of April 26, 1930, as amended, the Secretary has reserved the authority to, and in consideration of the execution thereof is authorized by each of the aforesaid lessees, severally, to contract with the other allottees named in the allocation set forth therein for the furnishing of energy to such allottees at transmission voltage in accordance with the allocation to each allottee, and the Secretary is therein granted by each lessee, severally, the power in accordance with the provisions thereof to enforce as against each lessee the rights to be acquired by such other allottees by contracts to be entered into with the United States, and in said lease-contract the City has agreed, among other things, to generate energy allocated to The Metropolitan Water District of Southern California, hereinafter referred to as the District; and

6. WHEREAS, the United States has entered into a contract with the District of date April 26, 1930, 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 Dam power plant, a copy of which said contract as amended by supplemental contract of date May 31, 1930, is attached hereto, marked Exhibit 1, and by this reference made a part hereof as fully and completely as though set out herein at length; and

7. WHEREAS, the District will be unable for a period of years from and after the date when it is required to take and/or pay for firm energy under the provisions of said Exhibit 1 hereof to use a portion of such energy for the only purpose for which energy has been allocated to and purchased by the District, namely, for pumping water into and in its aqueduct, and has requested the Secretary to dispose of such excess energy pursuant to and in accordance with the provisions of Article seven (7) of said Exhibit 1 until required by the District; and each lessee under the said lease, marked Exhibit "A" attached to Exhibit 1 hereof, has been given the opportunity, as provided in said Article seven (7) to contract for said unused energy upon the terms and conditions herein stated and has declined to so contract; and

8. WHEREAS, the Company is a public utility engaged in the generation, distribution and sale of electrical energy in the State of California, and has made application to the Secretary for the resale to it for the term of this contract of a part of the firm energy contracted for by the District, but which will not be required, temporarily, for pumping water into and in the aforesaid. aqueduct;

9. Now, THEREFORE, in consideration of the mutual covenants herein contained the parties hereto agree as follows, to wit: