94 STAT. 662 42 USC 8736. PUBLIC LAW 96–294—JUNE 30, 1980 (1) assurance that the quality of the synthetic fuel purchased meets standards for the use for which such fuel is purchased; (2) assurances that the ordered quantities of such fuels are delivered on a timely basis; and (3) such other assurances as may reasonably be required. (c) Each purchase agreement, or commitment to enter into a purchase agreement, shall provide that the Corporation retain the right to refuse delivery of the synthetic fuel involved upon such terms and conditions as shall be specified in the purchase agreement. (d) The Corporation is authorized to take delivery of synthetic fuel pursuant to a purchase agreement and, subject to section 172(d), to sell such synthetic fuel. In any case in which the Corporation accepts delivery of and does not sell such synthetic fuel to a person, such synthetic fuel may be purchased by the Federal Government for use by an appropriate Federal agency. Such Federal agency shall pay the prevailing market price, as determined by the Secretary of Energy, for the product which such synthetic fuel is replacing from sums appropriated to such Federal agency for the purchase of fuel. (e) The Corporation is authorized to transport and store and have processed and refined any synthetic fuel obtained pursuant to a purchase agreement under this section. JOINT VENTURES BY THE CORPORATION SEC. 136. (a) Prior to the approval of a comprehensive strategy pursuant to section 126(c), the Corporation is authorized, on such terms and conditions as the Board of Directors may prescribe, to commit to, or to enter into joint ventures for synthetic fuel project modules. In the selection of a concern or concerns for a joint venture and in the negotiation of a joint venture agreement pursuant to this section, the Corporation may, to the extent that the Corporation does not have available sufficient capability for evaluation or management of the proposed joint venture, utilize personnel of the Department of Energy, pursuant to section 171(a)(9), to the extent that such personnel have technical expertise related to the technical matters associated with such selection and negotiation. In a joint venture the Corporation may undertake the construction and operation of a synthetic fuel project module only by contract: Provided, however, That the Corporation shall not finance more than 60 per centum of the total costs of the synthetic fuel project module, as estimated by the Corporation as of the date of execution of the joint venture agreement. (b) Any joint venture shall be restricted to a synthetic fuel project module which, in the judgment of the Board of Directors, will (1) demonstrate the commercial feasibility of a technology for the production of synthetic fuel from a significant domestic resource which offers potential for achievement of the national synthetic fuel production goal set forth in section 125; and (2) can, at the same site, be expanded into a synthetic fuel project. (c) With regard to any joint venture, the initial contract may provide for purchase pursuant to such joint venture agreement of the equity interest of the Corporation in such joint venture by the participating concern, or concerns, after an appropriate interval, not to exceed five years after the date of operation of a synthetic fuel project module. The purchase price set forth in the joint venture agreement shall be established by the Board of Directors: Provided, PUBLIC LAW 96–294—JUNE 30, 1980 That if such purchase from the Corporation is not provided for in the (i) is of a size smaller than a synthetic fuel project; (ii) will, if successful, demonstrate the technical and economic feasibility of the commercial production of synthetic fuels; and (iii) can eventually be expanded at the same site into a synthetic fuel project. (B) Such term may include the necessarily related transportation or other facilities, equipment, plant, machinery, supplies, other materials, land, and mineral rights as described in section 112(18), (including all limitations and requirements in section 112(18)) associated with a synthetic fuel project module. (2) For purposes of this section, the term "joint venture" means an agreement under which the Corporation and one or more persons participate in construction and operation of a synthetic fuel project module: Provided, That the interest of the Corporation in such joint venture shall be in proportion to the relative contribution of the Corporation to the joint venture. (e) The Corporation participation in any joint venture pursuant to this section shall be limited to financial participation only and shall not include any direct role in the construction or operation of the module, other than as provided in subsection (f). Additionally, the Corporation's participation in any joint venture shall, pursuant to partnership law applicable to such joint venture, be limited to limited partnership status. (f)(1) Nothing in this section shall prohibit the Corporation from negotiating, as part of the joint venture agreement pursuant to this section, such participation of the Corporation in the management decisions of the joint venture as the Board of Directors deems appropriate and necessary pursuant to the Corporation's financial interest in the joint venture. (2) In no event, however, shall the persons in the joint venture agreement be denied the primary responsibility for management of the joint venture. The Corporation shall be liable only to the extent of its contractual commitment to contribute capital to the venture. No additional liability shall ensue even if, and to the extent that, the Corporation were to assume a role which might be construed to constitute the role of a general partner. CONTROL OF ASSETS SEC. 137. (a) The Corporation may acquire or retain control of a synthetic fuel project only— (1) by foreclosure of a security interest or pursuant to a default under any financial assistance contract; (2) pursuant to section 136 or subsection (b) of this section; or (b) The Corporation may acquire control of a synthetic fuel project which, prior to the approval of the comprehensive strategy pursuant 94 STAT. 663 "Synthetic fuel project module.” "Joint venture." 42 USC 8737. 94 STAT. 664 Ante, p. 644. "Operating asset." "Control." PUBLIC LAW 96-294—JUNE 30, 1980 to section 126(c), is the subject of financial assistance under this part under the following circumstances: (1) substantial progress has been made toward completion of the construction and operation of such project and the Board of Directors determines that such project will not commence operation, or will cease operation unless acquired by the Corporation; (2) the operation of such project will make a significant contribution toward achieving the purposes of this title; (3) such acquisition of control will not result in losses to the Corporation disproportionate to the benefits that operation of the project will produce in demonstrating a particular technology; (4) failure of the Corporation to acquire such project would result in a greater financial liability of the Corporation than acquisition of the project by the Corporation; and (5) with respect to projects subject to loans or loan guarantees, the Board of Directors determines that the concern is in default or immediately will go into default: Provided, That the Corporation may not acquire any such control until it has submitted a plan for such acquisition to the President and the President approves such plan and transmits, with respect to such plan, a Corporation synthetic fuel action pursuant to section 128 and such Corporation synthetic fuel action has not been disapproved pursuant to such section: Provided further, That completion of the construction or operation of any such project, the control of which was acquired pursuant to this subsection, may only be undertaken by contract: Provided additionally, That authorities in this subsection shall not be available for synthetic fuel projects which are the subject of price guarantees or purchase agreements. (c) With respect to a synthetic fuel project subject to a loan or loan guarantee where the Corporation acquires control pursuant to subsection (b), the Corporation, on such terms and conditions as the Board of Directors may prescribe, is authorized to lease back to the concern involved such synthetic fuel project where such lease will assure the production of synthetic fuels from such project consistent with the purposes of this title: Provided, That the Corporation may not lease back such a project until it has submitted a plan regarding such lease-back to the President and the President approves such plan and transmits, with respect to such plan, a Corporation synthetic fuel action pursuant to section 128 and such Corporation synthetic fuel action has not been disapproved pursuant to such section. (d) For the purposes of this section, the term (1) "operating asset" means any real or personal property used in the synthetic fuel project; and (2) "control" means the power to direct the use or disposition of operating assets of the synthetic fuel project through (A) direct ownership; or (B) ownership of the majority of the voting securities of a corporation or other concern which (i) owns or (ii) leases a synthetic fuel project: Provided, That "control" shall not be deemed to result from the ownership of operating assets of a synthetic fuel project which are leased back in accordance with subsection (c). (e) Any control of synthetic fuel projects obtained pursuant to subsection (b) or (c) must be disposed of within not more than five years after the date of the acquisition of such control. |