shall be determined either by arbitration or court proceedings. If in any such arbitration or court proceedings or otherwise any sum or amount paid by the Municipality on the demand or bill of the United States under this contract shall be held not to have been due or owing, payment shall not be deemed to have been voluntary, and such sum or amount shall be refunded. Whenever a controversy arises out of this contract, and the disputants agree to submit the matter to arbitration the Secretary shall name one arbitrator and the Municipality shall name one arbitrator, and the two arbitrators thus chosen shall select a third arbitrator, but in the event of their failure to name such third aribitrator within five days after their first meeting, such third arbitrator shall be named by the Chief Justice of the Supreme Court of the United States. The decision of any two of such arbitrators shall be a valid award of the arbitrators, and shall be final and binding as to the parties hereto.

PRIORITY OF CLAIMS OF THE UNITED STATES

23. Claims of the United States arising out of this contract shall have priority over all others, secured or unsecured.

TITLE TO REMAIN IN UNITED STATES

24. The title to Boulder Dam and Reservoir, Boulder Power Plant, and incidental works, including generating machinery and equipment, shall forever remain in the United States.

EFFECT OF WAIVER OF BREACH OF CONTRACT

25. The waiver of a breach of any of the provisions of this contract shall not be deemed to be a waiver of any provision hereof, or of any other subsequent breach of any provision hereof.

TRANSFER OF INTEREST IN CONTRACT

26. No voluntary transfer of this contract, or of the rights of the Municipality hereunder, shall be made without the written approval of the Secretary; and any successor or assign of the rights of the Municipality, 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.

833942-50-59

TRANSMISSION

27. The City shall continue to transmit over its main transmission line constructed for carrying Boulder Canyon energy all such energy allocated to, and used by, the City of Burbank, the City of Glendale, and the City of Pasadena, severally, in accordance with contracts between the City and each of said municipalities, made pursuant to Section 5 (d) of the Project Act, as said contracts now exist or as they may be hereafter modified or amended; and accordingly the delivery of energy provided for herein shall be made by the United States to the City for the Municipality.

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 Municipality shall be delivered, or mailed postage prepaid, to the City Manager of the City of Glendale, Glendale, California.

(c) The designation of any person specified in this article or in any such request for 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.

THE UNITED States of America, By HAROLD L. ICKES,

Secretary of the Interior.

CITY OF GLENDALE,

By ARCHIE L. WALTER, Mayor.

[SEAL]

Attest:

(Signed) G. E. CHAPMAN,

City Clerk of the City of Glendale.

Approved as to form:

(Signed) AUBREY N. IRWIN, City Attorney.

5/27/1941

I hereby certify that adequate provision has been made to pay the estimated expense to be incurred under the foregoing contract.

CITY OF GLENDALE,

By A. H. HOAK, City Controller.

By C. C. SHERROD, Asst. Controller.

1. THIS CONTRACT, made this 29th day of May, 1941, 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