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In recognition of the fact that PMC, BRC and the

electric utility industry are participating in the Project on a nonprofit basis; the unusual risks associated with the Project; and the importance of the Project to the future energy resources of the people of the United States, the respective undertakings and obligations of PMC and BRC and their directors, officers, agents and employees under this Agreement shall be deemed to be fully performed and satisfied by the exercise of good faith, best efforts to perform and satisfy such undertakings and obligations. In performing their obligations hereunder, neither party shall be required to take any action which would constitute it a public utility or affiliate thereof within the meaning of any federal, state or local law or which would conflict with the provisions of its Articles of Incorporation or By-laws.

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(a) Any controversy, claim, counterclaim or
dispute arising out of or relating to this Agreement
or any breach thereof, shall be submitted to arbitra-
tion upon the request of either PMC or BRC in the
manner provided herein. The party submitting a re-
quest for arbitration shall serve notice upon the
other party setting forth in detail the matter or
matters to be arbitrated, including a statement of
the facts or circumstances giving rise to the con-
troversy, claim, counterclaim or dispute involved and
the party's contention with respect to the correct
resolution thereof. If the request for arbitration
involves in whole or in part a matter of accounting,
the sole arbitrator with respect to the accounting
matter shall be a firm of independent public
accountants selected jointly by the parties. With
respect to any other question, or if such firm of
independent public accountants is unable or un-
willing to act, the parties shall endeavor to
agree upon and appoint one person to act as sole
arbitrator. If the parties fail to agree upon such
sole arbitrator within such 15 days, they shall,
and either of them may, within five days there-
after, request the Chief Judge of the United States
Court of Appeals for the Seventh Circuit to appoint
an arbitrator. If the Chief Judge does not appoint

an arbitrator within 30 days of the date of the re-
quest for arbitration, the parties shall, and either
of them may, within the next ten days thereafter,
request the American Arbitration Association to
appoint the arbitrator pursuant to its then existing
rules.

(b) The arbitration shall be conducted in
accordance with the rules of the American Arbitration
Association then in effect, to the full extent that
such rules are not inconsistent with Illinois law.
The parties agree that any arbitrator serving here-
under shall give full force and effect to all of the
provisions of this Agreement. The findings and award
of the arbitrator shall be binding and conclusive with
respect to the matter or matters submitted to arbi-
tration, except as the same may be modified, corrected
or vacated in accordance with the Illinois statute
then in effect governing arbitration. The costs of
arbitration shall be divided equally between the
parties.

ARTICLE XVIII

AMENDMENT

SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and shall not be amended or modified without the prior written approval of ERDA, Commonwealth Edison Company and Tennessee Valley Authority.

This Agreement shall

be construed so as to be consistent with the provisions of the ERDA Agreement.

ARTICLE XIX

ARRANGEMENTS SECURING CERTAIN INDEMNITIES

Nothwithstanding any other provisions of this

BRC

Agreement, the parties hereto expressly agree to recognize and honor the provisions of paragraph 9.4 of the ERDA Agreement, which paragraph is incorporated herein by reference. also agrees that upon proper demand of TVA and CE, or upon proper demand of the trustee appointed pursuant to the provisions of said paragraph, it will, without regard to any other provisions of this Agreement deliver such documents as may be necessary to fully effectuate the provisions of said paragraph, including, if required, the assignment and delivery

of the TVA-BRC and the CE-BRC Contribution Agreements to said trustee. BRC further agrees, notwithstanding any other provisions of this Agreement, that it will not deduct monies for expenses or reserves otherwise permitted under this Agreement from payments due, paid, or to become due under the TVA-BRC or the CE-BRC Contribution Agreements and waives all of its rights to make such deductions. BRC further waives any right of setoff or recoupment it may have now or in the future with respect to such funds. BRC and PMC hereby expressly acknowledge that the provisions of this Article XIX shall control over any other provisions of this Agreement which may be inconsistent with this Article XIX.

PART II

EFFECTIVE DATE

Part I of this Modification No. 1 shall become effective upon the Effective Date of Modification No. 1 to Contract No. AT (49-18)-12 among ERDA, TVA, CE and PMC.

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I,

certify that I am

of Project Management Corporation

identified as a party herein; that who signed this contract on behalf of the corporation was then of said corporation; that said contract was duly signed for and on behlaf of said corporation by authority of its governing body and is within the scope of its corporate powers.

IN WITNESS WHEREOF, I have hereunto affixed my hand and the seal of said corporation this 1975.

day of

(SEAL)

I,

certify that I am

of Breeder Reactor Corporation,

identified as a party herein; that who signed this contract on behalf of Breeder Reactor Corporation was then of said corporation; that said contract was duly signed for and on behalf of said corporation by authority of its governing body and is within the scope of its corporate powers.

IN WITNESS WHEREOF, I have hereunto affixed my hand and seal of said corporation this

day of

1975.

(SEAL)

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