Common use of Uncontrollable Forces Clause in Contracts

Uncontrollable Forces. No party shall be considered to be in breach of this Agreement to the extent that a failure to perform its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause beyond the control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcome. No party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Force.

Uncontrollable Forces. No party The Parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authorityof, and action without the fault or nonaction bynegligence of, or failure to obtain the necessary authorizations or approvals fromParty claiming the Uncontrollable Force, any governmental agency or authority which that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of due that Party’s reasonable care, diligence and foresight, such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been Party was unable to overcomeavoid. No party shallUncontrollable Forces include, howeverbut are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be relieved considered an Uncontrollable Force. The economic hardship of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodeither Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill If an Uncontrollable Force prevents a Party from performing any of its obligations by reason under this Agreement, such Party shall: (1) immediately notify the other Party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time periodthe resumption of performance. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of Written notices sent under this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make section must comply with respect to performance which occurred prior to the Uncontrollable Force.Exhibit C.

Uncontrollable Forces. No party 15.1 Neither Party shall be considered to be in breach default in the performance of any of the agreements contained in this Agreement Contract, except for obligations to pay money, when and to the extent that a failure of performance shall be caused by an Uncontrollable Force. 15.2 If either Party because of an Uncontrollable Force is rendered wholly or partly unable to perform its obligations under this Agreement Contract, the Party shall be excused from whatever performance is affected by the Uncontrollable Force to the extent so affected provided that: (1) the nonperforming Party, within two weeks after the occurrence of the Uncontrollable Force, gives the other Party written notice describing the particulars of the occurrence, (2) the suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Force, (3) the nonperforming Party uses its best efforts to remedy its inability to perform (this subsection shall not require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the Party involved in the dispute, are contrary to its interest. It is understood and agreed that the settlement of strikes, walkouts, lockouts or other labor disputes shall be at the sole discretion of the Party having the difficulty), (4) when the nonperforming Party is able to resume performance of its obligations under this Contract, that Party shall give the other Party written notice to that effect, and (5) capacity payments during such periods of Uncontrollable Force on Seller's part shall be governed by Section 9.1. 15.3 In the event that either Party's ability to perform cannot be corrected when the Uncontrollable Force is caused by the actions or inactions of legislative, judicial or regulatory agencies or other proper authority, this Contract may be amended to comply with the legal or regulatory change which caused the nonperformance. If a loss of Qualifying Facility status occurs due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause beyond the control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, Force and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcome. No party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it Seller fails to remove or remedy within make the changes necessary to maintain its Qualifying Facility status, the Seller shall compensate Edison for any economic detriment incurred by Edison as a reasonable time period. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice result of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Forcefailure.

Uncontrollable Forces. No party The Parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of, and without the fault or negligence of, the Party claiming the Uncontrollable Force that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of the party affectedthat Party’s reasonable care, including diligence and foresight, such Party was unable to avoid. Uncontrollable Forces include, but are not restricted limited to: (1) strikes or work stoppage; (2) floods, flood, drought, earthquake, stormearthquakes, fire, lightningor other natural disasters, epidemicterrorist acts, warepidemics, riotpandemics; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, civil disturbance or disobedienceafter diligent efforts, labor disputewas unable to have stayed, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction bysuspended, or failure to obtain set aside pending review by a court of competent subject matter jurisdiction. Neither the necessary authorizations unavailability of funds or approvals fromfinancing, any governmental agency nor conditions of national or authority which by exercise local economies or markets shall be considered an Uncontrollable Force. The economic hardship of due diligence such party could either Party shall not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcome. No party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodconstitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill If an Uncontrollable Force prevents a Party from performing any of its obligations by reason under this Agreement, such Party shall: (1) immediately notify the other Party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time periodthe resumption of performance. If oral notice is provided, it Written notices sent under this section shall be promptly followed by written notice. Notwithstanding made as indicated in the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable ForceService Agreement.

Uncontrollable Forces. No party The parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of of, and without the fault or negligence of, the party affectedclaiming the Uncontrollable Force, including but not restricted tothat prevents that Party from performing its contractual obligations under this Agreement and which, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due that Party’s reasonable care, diligence and foresight, such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been was unable to overcomeavoid. No Uncontrollable Forces include, but are not limited to: (a) strikes or work stoppage; (b) floods, earthquakes, or other natural disasters; terrorist acts; and (c) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the party shallclaiming the Uncontrollable Force, howeverafter diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be relieved considered an Uncontrollable Force. The economic hardship of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodeither Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill If an Uncontrollable Force prevents a Party from performing any of its obligations by reason under this Agreement, such party shall: (1) immediately notify the other Party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact the resumption of performance. Written notices sent under this section must comply with section 10, Notices and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable ForceContact Information.

Uncontrollable Forces. No party 15.1 Neither Party shall be considered to be in breach default in the performance of any of the agreements contained in this Agreement Contract, except for obligations to pay money, when and to the extent that a failure of performance shall be caused by an Uncontrollable Force. 15.2 If either Party because of an Uncontrollable Force is rendered wholly or partly unable to perform its obligations under this Agreement Contract, the Party shall be excused from whatever performance is affected by the Uncontrollable Force to the extent so affected provided that: (1) the nonperforming Party, within two weeks after the occurrence of the Uncontrollable Force, gives the other Party written notice describing the particulars of the occurrence, (2) the suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Force, (3) the nonperforming Party uses its best efforts to remedy its inability to perform (this subsection shall not require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the sole judgment of the Party involved in the dispute, are contrary to its interest. It is understood and agreed that the settlement of strikes, walkouts, lockouts or other labor disputes shall be at the sole discretion of the Party having the difficulty. (4) when the nonperforming Party is able to resume performance of its obligations under this Contract, that Party shall give the other Party written notice to that effect. 15.3 In the event that either Party's ability to perform cannot be corrected when the Uncontrollable Force is caused by the actions or inactions of legislative, judicial or regulatory agencies or other proper authority, this Contract may be amended to comply with the legal or regulatory change which caused the nonperformance. If a loss of Qualifying Facility status occurs due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause beyond the control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, Force and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcome. No party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it Seller fails to remove or remedy within make the changes necessary to maintain its Qualifying Facility status, the Seller shall compensate Edison for any economic detriment incurred by Edison as a reasonable time period. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice result of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Forcefailure.

Uncontrollable Forces. No party 17.1 Neither District nor Consultant shall be considered to be in breach default of this Agreement if delays in or failure of performance shall be due to uncontrollable forces, the extent that effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "uncontrollable forces" shall mean any event which results in the prevention or delay of performance by a failure to perform party of its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause and which is beyond the control of the party affectednon-performing party. It includes, including but is not restricted limited to, fire, flood, drought, earthquake, storm, firestorms, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortagedisturbance, sabotage, restraint inability to procure permits, licenses, or authorizations from any state, local or federal agency or person for any of the supplies, materials, accesses, or services required to be provided by court order the other party to this Agreement, strikes, work slowdowns or public authorityother labor disturbances, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcome. No judicial restraint. 17.2 Neither party shall, however, be relieved of liability for failure of excused from performance to the extent that such failure if nonperformance is due to causes arising out of its own negligence or due to uncontrollable forces which are removable or remediable causes remediable, and which it fails the non-performing party could have, with the exercise of reasonable diligence, removed or remedied with reasonable dispatch. The provisions of this Article shall not be interpreted or construed to remove require Consultant or remedy District to prevent, settle, or otherwise avoid a strike, work slowdown, or other labor action. The non-performing party shall, within a reasonable time periodof being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligation of this Agreement. Nothing contained herein In the event of temporary stoppage of Consultant services by the District, the District and the Consultant will meet and mutually determine if an extension of time or other terms of performance shall be construed to require a party to settle any strike or labor dispute adjusted in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Forceconsequence thereof.

Uncontrollable Forces. No party PBL shall be considered to not be in breach of this Agreement its obligation to provide In-Lieu PF Power and «Customer Name» shall not be in breach of its obligation to purchase In-Lieu PF Power to the extent that a the failure to perform its obligations under this Agreement shall be fulfill that obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of, and without the fault or negligence of, the Party claiming the Uncontrollable Force that impairs that Party’s ability to perform its contractual obligations under this Agreement and which, by exercise of the party affectedthat Party’s reasonable diligence and foresight, such Party could not be expected to avoid and was unable to avoid. Uncontrollable Forces include, but are not limited to: 15.1 any unplanned curtailment or interruption for any reason of firm transmission used to deliver In-Lieu PF Power to «Customer Name»’s facilities or distribution system, including but not restricted tolimited to unplanned maintenance outages; 15.2 any unplanned curtailment or interruption, floodfailure or imminent failure of «Customer Name»’s distribution facilities, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance including but not limited to unplanned maintenance outages; 15.3 any planned transmission or disobedience, labor dispute, labor distribution outage that affects either «Customer Name» or material shortage, sabotage, restraint PBL which was provided by court order a third-party transmission or public authority, and action or nonaction bydistribution owner, or failure to obtain by a transmission provider, including TBL and «Customer Name», that is functionally separated from the necessary authorizations generation provider in conformance with FERC Orders 888 and 889 or approvals fromtheir successors; 15.4 strikes or work stoppage, including the threat of imminent strikes or work stoppage; 15.5 floods, earthquakes, or other natural disasters; and 15.6 orders or injunctions issued by any governmental agency court having competent subject matter jurisdiction, or authority any order of an administrative officer which by exercise of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been Party claiming the Uncontrollable Force, after diligent efforts, was unable to overcomehave stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. No party shall, however, Neither the unavailability of funds or financing nor conditions of national or local economies or markets shall be relieved considered an Uncontrollable Force. The economic hardship of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodeither Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an The Party claiming the Uncontrollable Force shall give prompt notice notify the other Party as soon as practicable of such fact and shall exercise that Party’s inability to meet its obligations under this Agreement due diligence to remove such inability within an Uncontrollable Force. The Party claiming the Uncontrollable Force also agrees to notify any control area involved in the scheduling of a reasonable time periodtransaction which may be curtailed due to an Uncontrollable Force. If oral notice is provided, it Both Parties shall be promptly followed by written notice. Notwithstanding the foregoingexcused from their respective obligations, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater other than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred from payment obligations incurred prior to the Uncontrollable Force, without liability to the other, for the duration of the Uncontrollable Force and the period reasonably required for the Party claiming the Uncontrollable Force, using due diligence, to restore its operations to conditions existing prior to the occurrence of the Uncontrollable Force.

Uncontrollable Forces. No party 16.1 Neither City nor Consultant shall be considered to be in breach default of this Agreement if delays in or failure of performance shall be due to uncontrollable forces, the extent that effect of which, by the exercise of reasonable diligence, the nonperforming party could not avoid. The term "uncontrollable forces" shall mean any event which results in the prevention or delay of performance by a failure to perform party of its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause and which is beyond the control of the party affectednonperforming party. It includes, including but is not restricted limited to, fire, flood, drought, earthquake, stormstorms, fire, lightninglightening, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortagedisturbance, sabotage, restraint inability to procure permits, licenses, or authorizations from any state, local, or federal agency or person for any of the supplies, materials, accesses, or services required to be provided by court order either City or public authorityConsultant under this Agreement, strikes, work slowdowns or other labor disturbances, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcome. No judicial restraint. 16.2 Neither party shall, however, be relieved of liability for failure of excused from performance to the extent that such failure if nonperformance is due to causes arising out of its own negligence or due to uncontrollable forces which are removable or remediable causes remediable, and which it fails the nonperforming party could have, with the exercise of reasonable diligence, removed or remedied with reasonable dispatch. The provisions of this Article shall not be interpreted or construed to remove require Consultant or remedy City to prevent, settle, or otherwise avoid a strike, work slowdown, or other labor action. The nonperforming party shall, within a reasonable time period. Nothing contained herein shall be construed of being prevented or delayed from performance by an uncontrollable force, give written notice to require a the other party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice of such fact describing the circumstances and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss uncontrollable forces preventing continued performance of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure obligations of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Pricethis Agreement. The Department shall not Consultant will be relieved by operation allowed reasonable negotiated extension of this Section 5.01 time or adjustments for City initiated temporary stoppage of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Forceservices.

Uncontrollable Forces. No party The parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of of, and without the fault or negligence of, the party affectedclaiming the Uncontrollable Force, including that prevents that party from performing its contractual obligations under this Amendment and which, by exercise of that party’s reasonable care, diligence and foresight, such party was unable to avoid. Uncontrollable Forces include, but are not restricted limited to: (a) strikes or work stoppage; (b) floods, flood, drought, earthquake, stormearthquakes, fire, lightningor other natural disasters; terrorist acts; epidemics, epidemicpandemics and (c) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the party claiming the Uncontrollable Force, warafter diligent efforts, riotwas unable to have stayed, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction bysuspended, or failure to obtain set aside pending review by a court of competent subject matter jurisdiction. Neither the necessary authorizations unavailability of funds or approvals fromfinancing, any governmental agency nor conditions of national or authority which by exercise local economies or markets shall be considered an Uncontrollable Force. The economic hardship of due diligence such either party could shall not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcome. No party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodconstitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a either party to settle any strike or labor dispute in which it may be involved. Any If an Uncontrollable Force prevents a party rendered unable to fulfill from performing any of its obligations by reason under this Amendment, such party shall: (1) immediately notify the other party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time periodthe resumption of performance. If oral notice is providedWritten notices sent under this section must comply with Section 7, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable ForceNotices.

Uncontrollable Forces. No party 13.1 Neither TRFMA nor Consultant shall be considered to be in breach default of this Agreement if delays in or failure of performance shall be due to uncontrollable forces the extent that effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid and is not reasonably foreseeable at the time of entering into this Agreement. 13.2 The term "uncontrollable forces" shall mean any event which results in the prevention or delay of performance by a failure to perform party of its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause and which is beyond the control of the party affectednon-performing party. It includes, including but is not restricted limited to, fire, flood, droughtearthquakes, earthquake, storm, firestorms, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortagedisturbance, sabotage, restraint inability to procure permits, licenses, or authorizations from any state, local, or federal agency or person for any of the supplies, materials, accesses, or services required to be provided by court order either TRFMA or public authorityConsultant under this Agreement, strikes, work slowdowns or other labor disturbances, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and judicial restraint. 13.3 Consultant shall be paid for services performed prior to the extent which by exercise of due diligence it has been unable delay plus related costs incurred attributable to overcome. No the delay. 13.4 Neither party shall, however, be relieved of liability for failure of excused from performance to the extent that such failure if nonperformance is due to causes arising out of its own negligence or due to uncontrollable forces that are removable or remediable causes nor which it fails to remove the non-performing party could have, with reasonable dispatch removed or remedy within a reasonable time period. Nothing contained herein remedied. 13.5 The provisions of this Article shall not be interpreted or construed to require Consultant or TRFMA to prevent, settle, or otherwise avoid a strike, work slowdown, or other labor action. 13.6 The non-performing party shall upon being prevented or delayed from performance by an uncontrollable force, immediately give written notice to settle any strike or labor dispute in which it may be involved. Any the other party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice of such fact describing the circumstances and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss uncontrollable forces preventing continued performance of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation obligations of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable ForceAgreement.

Uncontrollable Forces. No party The Parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authorityof, and action without the fault or nonaction bynegligence of, or failure to obtain the necessary authorizations or approvals fromParty claiming the Uncontrollable Force, any governmental agency or authority which that prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of due that Party’s reasonable care, diligence and foresight, such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been Party was unable to overcomeavoid. No party shallUncontrollable Forces include, however, be relieved of liability for but are not limited to: 1. any failure of performance Customer's distribution or transmission facilities that prevents Customer from delivering power to end-users; 2. strikes or work stoppage; 3. floods, earthquakes, or other natural disasters; terrorist acts; and 4. final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the extent that such failure is due Party claiming the Uncontrollable Force, after diligent efforts, was unable to causes arising out have stayed, suspended, or set aside pending review by a court of its own negligence competent subject matter jurisdiction. Neither the unavailability of funds or due to removable financing, nor conditions of national or remediable causes which it fails to remove local economies or remedy within a reasonable time periodmarkets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill If an Uncontrollable Force prevents a Party from performing any of its obligations by reason under this Agreement, such Party shall: (1) immediately notify the other Party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time periodthe resumption of performance. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of Written notices sent under this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make must comply with respect to performance which occurred prior to the Uncontrollable ForceSection 11, Notices and Contact Information.

Uncontrollable Forces. No party 31.1 Neither Party shall be considered to be in breach default in the performance of this Agreement to the extent that a failure to perform any of its obligations under this Agreement Agreement, other than an existing obligation to pay money, when, and to the extent, failure of performance shall be due to an Uncontrollable Forceuncontrollable force. The term "Uncontrollable Forceuncontrollable force" means any cause beyond the control of the party affectedParty failing to perform, including including, but not restricted limited to, flood, drought, earthquake, storm, lightning, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction by, or failure inability to obtain and maintain the necessary authorizations or approvals from, any governmental agency or authority authority, which by the exercise of due diligence such party Party could not reasonably have been expected to avoid and to the extent which which, by exercise of due diligence it has been not overcome. Either Party rendered unable to overcome. No party shall, however, be relieved fulfill any of liability for failure its obligations under this Agreement by reason of performance an uncontrollable force shall give prompt written notice of such facts to the extent that such failure is other Party and shall exercise due to causes arising out of its own negligence or due to removable or remediable causes which it fails diligence to remove or remedy within a reasonable time periodsuch inability. Nothing contained herein shall be construed so as to require a party Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable . 31.2 The failure of the Commission to fulfill any approve the pass through to Edison's ratepayers of its obligations by reason monies paid to Seller for Net Energy and Capacity under this Agreement, subject to the limitations of an Uncontrollable Force shall give prompt notice of such fact Sections 7.7 and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided7.8, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) deemed to be an uncontrollable force. 31.3 In the loss event the applicable provisions of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of this Section 31 are invoked by Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department Seller shall not be relieved by operation obligated to deliver Net Energy and Net Capacity and may interrupt or reduce deliveries to Edison, and Edison shall not be obligated to make any payments hereunder. In the event the applicable provisions of this Section 5.01 of any liability to pay for power delivered to the Department 31 are invoked by the Seller or to make payments then due or which the Department is Edison, except as provided in Section 15.7.3, Edison shall not be obligated to make with respect accept or pay for, and may require Seller to performance which occurred prior to the Uncontrollable Forceinterrupt or reduce, deliveries of Net Energy.

Uncontrollable Forces. No party The Parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authorityof, and action without the fault or nonaction bynegligence of, or failure to obtain the necessary authorizations or approvals fromParty claiming the Uncontrollable Force, any governmental agency or authority which prevents that Party from performing its contractual obligations under this Agreement and which, by exercise of due that Party’s reasonable care, diligence and foresight, such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been was unable to overcomeavoid. No party shallUncontrollable Forces include, howeverbut are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be relieved considered an Uncontrollable Force. The economic hardship of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodeither Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill If an Uncontrollable Force prevents a Party from performing any of its obligations by reason under this Agreement, such Party shall: (1) immediately notify the other Party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time periodthe resumption of performance. If oral notice is providedWritten notices sent under this section must comply with Exhibit B, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable ForceNotices.

Uncontrollable Forces. No (a) Unless expressly provided in this Amended Agreement, no party shall be considered to be in breach of this Amended Agreement to the extent that a failure to perform its obligations under this Amended Agreement shall be due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause beyond the control reasonable control, and not the result of negligence, of the party affected, which event the affected party by exercise of due diligence is unable to avoid and, when occurred, overcome, including but not restricted to, to flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, or restraint by court order or public authority, and action or nonaction inaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has not been unable able to overcome. The affected party shall take all reasonable steps to mitigate the effects of the Uncontrollable Force. No party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on include: (i) events arising from the loss of failure by the Department’s marketsSeller to operate and maintain the Generating Plant in accordance with Prudent Electrical Practices; (ii) an increase in the Department’s inability economically to use variable and fixed costs of operation and maintenance of the Generating Plant, unless the increase is caused by an Uncontrollable Force; or resell the Energy purchased hereunder; (iii) the loss or failure of Sellerthird parties to provide goods or services essential to a party’s supplyperformance, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energyunless such failure is caused by an Uncontrollable Force; or (iv) Seller’s ability delays in or an inability of a Party to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Forceobtain financing.

Uncontrollable Forces. No (a) Unless expressly provided in this Agreement, no party shall be considered to be in breach of this Agreement to the extent that a failure to perform its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable ForceForce " means any cause beyond the control control, and not the result of negligence, of the party affected, including which cause the affected party by exercise of due diligence is unable to avoid and, when occurred, overcome, including, but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise authority. The affected party shall take all reasonable steps to mitigate the effects of due diligence such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been unable to overcomeUncontrollable Force. No party shall, however, be relieved of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on include: (i) events arising from the loss of failure by the Department’s marketsSeller to operate and maintain the Generating Plant in accordance with Prudent Electrical Practices; (ii) an increase in the Department’s inability economically to use variable and fixed costs of operation and maintenance of the Generating Plant, unless the increase is caused by an Uncontrollable Force; or resell the Energy purchased hereunder; (iii) the loss or failure of Sellerthird parties to provide goods or services essential to a party’s supplyperformance, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energyunless such failure is caused by an Uncontrollable Force; or (iv) Seller’s ability delays in or an inability of a Party to sell the Energy at a price greater than the Purchase Price. obtain financing. (b) The Department shall not be relieved by operation of this Section 5.01 5.01(a) of any liability to pay for power Non-Firm Energy delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Force. (c) The Seller shall not be relieved by operation of Section 5.01(a) of any of Seller’s payment liabilities under this Agreement including, without limitation, CAISO imbalance energy costs.

Uncontrollable Forces. No party Neither The District nor Consultant shall be considered to be in breach default of this Agreement if delays in or failure of performance shall be due to uncontrollable forces the extent that effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid and is not reasonably foreseeable at the time of entering into this Agreement. The term "uncontrollable forces" shall mean any event which results in the prevention or delay of performance by a failure to perform party of its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause and which is beyond the control of the party affectednon-performing party. It includes, including but is not restricted limited to, fire, flood, droughtearthquakes, earthquake, storm, firestorms, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortagedisturbance, sabotage, restraint inability to procure permits, licenses, or authorizations from any state, local, or federal agency or person for any of the supplies, materials, accesses, or services required to be provided by court order either The District or public authorityConsultant under this Agreement, strikes, work slowdowns or other labor disturbances, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and judicial restraint. Consultant shall be paid for services performed prior to the extent which by exercise of due diligence it has been unable delay plus related costs incurred attributable to overcomethe delay. No party Neither Party shall, however, be relieved of liability for failure of excused from performance to the extent that such failure if nonperformance is due to causes arising out of its own negligence or due to uncontrollable forces which are removable or remediable causes nor which it fails to remove the non-performing Party could have, with reasonable dispatch removed or remedy within a reasonable time periodremedied. Nothing contained herein The provisions of this Article shall not be interpreted or construed to require Consultant or The District to prevent, settle, or otherwise avoid a party strike, work slowdown, or other labor action. The non-performing Party shall upon being prevented or delayed from performance by an uncontrollable force, immediately give written notice to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice of such fact the other Party describing the circumstances and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss uncontrollable forces preventing continued performance of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation obligations of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable ForceAgreement.

Uncontrollable Forces. No party The Parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authorityof, and action without the fault or nonaction bynegligence of, or failure to obtain the necessary authorizations or approvals fromParty claiming the Uncontrollable Force that prevents that Party from performing its contractual obligations under this Agreement and which, any governmental agency or authority which by exercise of due that Party’s reasonable care, diligence and foresight, such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been Party was unable to overcomeavoid. No party shallUncontrollable Forces include, howeverbut are not limited to: (1) strikes or work stoppage; (2) floods, earthquakes, or other natural disasters; terrorist acts; and (3) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be relieved considered an Uncontrollable Force. The economic hardship of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodeither Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill If an Uncontrollable Force prevents a Party from performing any of its obligations by reason under this Agreement, such Party shall: (1) immediately notify the other Party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time periodthe resumption of performance. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of Written notices sent under this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make section must comply with respect to performance which occurred prior to the Uncontrollable Force.Exhibit C.

Uncontrollable Forces. No party The Parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authorityof, and action without the fault or nonaction bynegligence of, or failure to obtain the necessary authorizations or approvals fromParty claiming the Uncontrollable Force that prevents that Party from performing its contractual obligations under this Agreement and which, any governmental agency or authority which by exercise of due that Party’s reasonable care, diligence and foresight, such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been Party was unable to overcomeavoid. No party shallUncontrollable Forces include, howeverbut are not limited to: (1) Strikes or work stoppage; (2) Floods, earthquakes, or other natural disasters; terrorist acts; and (3) Final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to have stayed, suspended, or set aside pending review by a court of competent subject matter jurisdiction. Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be relieved considered an Uncontrollable Force. The economic hardship of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodeither Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill If an Uncontrollable Force prevents a Party from performing any of its obligations by reason under this Agreement, such Party shall: (1) immediately notify the other Party of an such Uncontrollable Force shall give prompt by any means practicable and confirm such notice in writing as soon as reasonably practicable; (2) use its best efforts to mitigate the effects of such Uncontrollable Force, remedy its inability to perform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (3) keep the other Party apprised of such efforts on an ongoing basis; and (4) provide written notice of such fact and shall exercise due diligence to remove such inability within a reasonable time periodthe resumption of performance. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of Written notices sent under this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make section must comply with respect to performance which occurred prior to the Uncontrollable Force.Exhibit D.

Uncontrollable Forces. No party 12.1 An uncontrollable force shall be considered to be in breach mean an act of this Agreement to the extent that a God, act or omission of government, failure to perform its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause beyond the control of the party affectedor threat of failure of facility, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor disputeunscheduled maintenance and repair, labor or material shortage, sabotagestrike, lockout, or other industrial disturbances, act of the public enemy, war, blockade, insurrection, riot, epidemic, landslide, avalanche, earthquake, fire, storm, lightning, flood, washout, civil disturbance, restraint by court order or public authority, and action or nonaction by, non-action by or failure inability to obtain the necessary authorizations authorization or approvals from, approval from any governmental agency or authority which by exercise authority, and any other act or omission similar to the kind herein enumerated. Strikes, lockouts, and other labor disturbances shall be considered uncontrollable forces and nothing in this Agreement shall require either party to settle a labor dispute against its best judgement. Each of due diligence such party could not reasonably have been expected to avoid and these matters enumerated constitutes an uncontrollable force to the extent which by exercise that it is not within the reasonable control of due diligence it has been unable to overcome. No party shallaffected party, however, be relieved of liability for failure of performance and to the extent that such failure party by the exercise of due diligence is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations overcome it. In the event either party, by reason of an Uncontrollable Force shall give prompt uncontrollable force, is rendered unable, wholly or in part, to perform its obligations under this Agreement, then upon such party giving notice and particulars of such fact and shall exercise due diligence uncontrollable force, its obligation to remove such inability within a reasonable time period. If oral notice is provided, it perform (other than the obligation to pay money shall be promptly followed suspended during the continuance of any inability so caused, but for no longer period, and the effects of such cause shall, so far as possible, be remedied with all reasonable speed. The affected party shall not be responsible for its delay in performance under this Agreement during delays caused by written noticean uncontrollable force, nor shall such uncontrollable force give rise to claims for damages or constitute default. Notwithstanding the foregoingHowever, should an Uncontrollable Force shall not be based on (i) continuously prevent performance by either party of substantially all of its obligations under this Agreement for a period of more than one year, the loss Agreement is voidable at the option of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered either party upon 30 days written notice to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Forceother party.

Uncontrollable Forces. No party Neither Owner nor Consultant shall be considered to be in breach default of this Agreement if delays in or failure of performance shall be due to uncontrollable forces the extent that effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid and is not reasonably foreseeable at the time of entering into this Agreement. The term "uncontrollable forces" shall mean any event which results in the prevention or delay of performance by a failure to perform party of its obligations under this Agreement shall be due to an Uncontrollable Force. The term "Uncontrollable Force" means any cause and which is beyond the control of the party affectednon-performing party. It includes, including but is not restricted limited to, fire, flood, droughtearthquakes, earthquake, storm, firestorms, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortagedisturbance, sabotage, restraint inability to procure permits, licenses, or authorizations from any state, local, or federal agency or person for any of the supplies, materials, accesses, or services required to be provided by court order either Owner or public authorityConsultant under this Agreement, strikes, work slowdowns or other labor disturbances, and action or nonaction by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and judicial restraint. Consultant shall be paid for services performed prior to the extent which by exercise of due diligence it has been unable delay plus related costs incurred attributable to overcomethe delay. No Neither party shall, however, be relieved of liability for failure of excused from performance to the extent that such failure if nonperformance is due to causes arising out of its own negligence or due to uncontrollable forces which are removable or remediable causes and which it fails to remove the non-performing party could have, with reasonable dispatch removed or remedy within a reasonable time periodremedied. Nothing contained herein The provisions of this Article shall not be interpreted or construed to require Consultant or Owner to prevent, settle, or otherwise avoid a strike, work slowdown, or other labor action. The non-performing party shall upon being prevented or delayed from performance by an uncontrollable force, immediately give written notice to settle any strike or labor dispute in which it may be involved. Any the other party rendered unable to fulfill any of its obligations by reason of an Uncontrollable Force shall give prompt notice of such fact describing the circumstances and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss uncontrollable forces preventing continued performance of the Department’s markets; (ii) the Department’s inability economically to use or resell the Energy purchased hereunder; (iii) the loss or failure of Seller’s supply, including, but not limited to, Seller's own generating assets or contracts for the purchase of power or energy; or (iv) Seller’s ability to sell the Energy at a price greater than the Purchase Price. The Department shall not be relieved by operation obligations of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable ForceAgreement.

Uncontrollable Forces. No party The Parties shall be considered to not be in breach of this Agreement their respective obligations to the extent that a the failure to perform its obligations under this Agreement shall be fulfill any obligation, is due to an Uncontrollable Force. The term "“Uncontrollable Force" ” means any cause an event beyond the reasonable control of the party affected, including but not restricted to, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authorityof, and action without the fault or nonaction bynegligence of, or failure to obtain the necessary authorizations or approvals fromParty claiming the Uncontrollable Force that prevents that Party from .performing its contractual obligations under'this Agreement and which, any governmental agency or authority which by exercise of due that Party’s reasonable care, diligence and foresight, such party could not reasonably have been expected to avoid and to the extent which by exercise of due diligence it has been Party was unable to overcomeavoid. No party shallUncontrollable Forces include, howeverbut are not limited to: ■ ' (a) strikes or work stoppage; (b) floods, earthquakes, or other natural disasters; terrorist acts; and ' (c) final orders or injunctions issued by a court or regulatory body having competent subject matter jurisdiction which the Party claiming the Uncontrollable Force, after diligent efforts, was unable to.have stayed, suspended, or set aside pending review'by a court of competent subject, matter jurisdiction, ' ' ' ' Neither the unavailability of funds or financing, nor conditions of national or local economies or markets shall be relieved considered an Uncontrollable Force. The economic hardship of liability for failure of performance to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time periodeither Party shall not constitute an Uncontrollable Force. Nothing contained herein in this provision shall be construed to require a party either Party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an . . such Uncontrollable Force shall give prompt by any means practicable and confirm such notice of such fact and shall exercise due diligence to remove such inability within a reasonable time period. If oral notice is provided, it shall be promptly followed by written notice. Notwithstanding the foregoing, an Uncontrollable Force shall not be based on (i) the loss of the Department’s marketsin writing as soon as reasonably practicable; (ii) use its best efforts to mitigate the Department’s effects of such Uncontrollable Force, remedy its inability economically to use or resell the Energy purchased hereunderperform, and resume full performance of its obligation hereunder as soon as reasonably practicable; (iii) keep the loss or failure other Party apprised of Seller’s supply, including, but not limited to, Sellersuch effort's own generating assets or contracts for the purchase of power or energyon an ongoing basis; or and (iv) Seller’s ability to sell provide written notice of the Energy at a price greater than the Purchase Priceresumption of performance. The Written notices sent under this section must comply with Exhibit B, Notices. . ■ ■ BPA Contract No. 14TX-15783/LADWP ▇▇▇▇▇▇▇▇ ▇▇. ▇▇ ▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Department shall not be relieved by operation of this Section 5.01 of any liability to pay for power delivered to the Department by the Seller or to make payments then due or which the Department is obligated to make with respect to performance which occurred prior to the Uncontrollable Force.Water & Power . ' . Pacific Direct Current Intertie Operating Agreement