Common use of Uncontrollable Circumstances Clause in Contracts

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD shall be entitled to: (1) relief from its performance obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWD’s performance of such obligations; (2) an extension of time to perform its obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWD’s ability to perform such obligations in the time specified in this Agreement; and (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance increases NBWD’s costs of performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD under this Agreement, or for NBWD to perform any obligation under this Agreement not affected by the occurrence of the Uncontrollable Circumstance. The Owner shall continue to pay the Agreement Price to NBWD during the continuance of any Uncontrollable Circumstance, except to the extent that the occurrence of the Uncontrollable Circumstance decreases NBWD’s costs of performance of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner in the form of a temporarily reduced Agreement Price. 9.2. If an Uncontrollable Circumstance occurs, NBWD shall notify the Owner of the occurrence without delay. Upon NBWD learning of the Uncontrollable Circumstance, NBWD shall provide the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWD. 9.3. NBWD shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD AWO&M shall be entitled to: (1) relief from its performance obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWDAWO&M’s performance of such obligations; (2) an extension of time to perform its obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWDAWO&M’s ability to perform such obligations in the time specified in this Agreement; and (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance increases NBWDAWO&M’s costs of performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD AWO&M under this Agreement, or for NBWD AWO&M to perform any obligation under this Agreement not affected by the occurrence of the Uncontrollable Circumstance. The Owner shall continue to pay the Agreement Price to NBWD AWO&M during the continuance of any Uncontrollable Circumstance, except to the extent that the occurrence of the Uncontrollable Circumstance decreases NBWDAWO&M’s costs of performance of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner City in the form of a temporarily reduced Agreement Price. 9.2. If an Uncontrollable Circumstance occurs, NBWD AWO&M shall notify the Owner by telephone, electronic mail, or facsimile after AWO&M first learns of the occurrence without delaythereof. Upon NBWD AWO&M learning of the Uncontrollable Circumstance, NBWD AWO&M shall provide the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWD.AWO&M. 9.3. NBWD AWO&M shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD AWO&M shall give the Owner regular updates a weekly update of the information previously submitted. NBWD AWO&M shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If The failure or delay of either Party to perform any act required herein when such failure or delay is caused by an Uncontrollable Circumstance occursis excused; provided, NBWD however, that in no event shall be entitled to: (1) relief any Uncontrollable Circumstance excuse the Agency from timely payment of Debt Service on the Bonds or payments to either Party of amounts otherwise due. Each Party shall use its performance obligations under this Agreement reasonable efforts to overcome or remove at the earliest possible time any Uncontrollable Circumstance or the effects thereof. To the extent that the occurrence of the an Uncontrollable Circumstance prevents NBWD’s performance (other than where Capital Improvements are required due to an Uncontrollable Circumstance, which is addressed in Article 7.2) results in increased operating and maintenance costs of the Facility to the Contractor, the Agency shall reimburse the Contractor, subject to Cost Substantiation, any such obligations; (2) an extension of time to perform its obligations under this Agreement to increased cost as a Pass Though Cost. To the extent that the occurrence of the Uncontrollable Circumstance prevents NBWD’s ability (other than where Capital Improvements are required due to perform such obligations an Uncontrollable Circumstance, which is addressed in Article 7.2) results in decreased operating and maintenance costs of the time specified in this Agreement; and (3) an increase in the Agreement Price or other fee to be paid under this Agreement Facility to the extent that Contractor, the occurrence Service Fee shall be reduced by the amount of such reduction. The Agency shall be responsible for the cost of any rehabilitation or reconstruction of the Uncontrollable Circumstance increases NBWD’s costs of performance of its obligations under this Agreement. The occurrence of Facility caused by an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD under this Agreement, or for NBWD to perform any obligation under this Agreement not affected by the occurrence of the Uncontrollable Circumstance. The Owner provisions of Article 7.1 shall continue apply to pay the Agreement Price to NBWD during the continuance of any Uncontrollable Circumstance, except to the extent that the occurrence of the Uncontrollable Circumstance decreases NBWD’s costs of performance of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner in the form of a temporarily reduced Agreement Price. 9.2such rehabilitation or reconstruction. If an Uncontrollable Circumstance occurslimits the amount of Processable Waste that can be delivered to, NBWD or accepted or processed at the Facility, then there may be a UCC Tonnage Shortfall and associated UCC Tonnage Shortfall Payment due the Contractor pursuant to Article 6.5(d). Within 24 hours of knowledge of an event that may be an Uncontrollable Circumstance the Party affected shall verbally notify the other Party, and as soon as possible in writing, of the event, its potential impact and duration, and the measures the affected Party will be taking to mitigate the impact of the event. Within 10 days after the end of each month during the event and within thirty (30) days after the event has ended, the Party affected shall notify the Owner other Party, in writing, of the occurrence without delay. Upon NBWD learning actual impacts and duration of the event, whether in its judgment it is an Uncontrollable Circumstance, NBWD shall provide and the Owner, as soon as reasonably feasible, with a written description actual measures take to mitigate the impacts of the Uncontrollable Circumstanceevent. Furthermore, in such written notices, the cause thereof (effected Party shall include any limitations on the delivery, acceptance, or combustion of any Processable Waste, taking into consideration the facts at the time such as, without limitation, the Tons of Processable Waste planned to be delivered to the extent known)Facility, any planned and forced outages, and the date the Uncontrollable Circumstance began, its expected duration and an estimate permitted capacity of the specific relief requested Facility. The Party affected shall also specify in such notices the Tons applicable that may be classified as a Group A UCC Tonnage, Group B UCC Tonnage, Group C UCC Tonnage, Group D Tonnage or Group E Tonnage pursuant to be requested by NBWD. 9.3Article 6.5(c). NBWD shall use reasonable efforts to reduce costs resulting from Either Party may dispute the occurrence assertions of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice other Party pursuant to the Owner dispute resolution provisions of the cessation of the Uncontrollable Circumstancethis Agreement.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD shall Should Contractor be entitled to: (1) relief from its performance obligations under this Agreement to delayed in the extent that the occurrence final completion of the Uncontrollable Circumstance prevents NBWD’s performance work required under the Agreement by strike, fire, Inclement Weather or other cause outside the control of such obligations; (2) Contractor, and which, in the reasonable opinion of City, was not contributed to by Contractor, and could not have been reasonably anticipated or reasonably avoided, then an extension of time sufficient to perform its obligations under this Agreement compensate for the delay, as reasonably determined by City, will be granted provided that Contractor gives City prompt notice, confirmed in writing within forty-eight (48) hours, of the cause of delay in each case provided that Contractor has used all reasonable means to minimize the extent delay. For Construction/Removal/Relocation Work, Contractor shall be given an extension of time that is no less than the occurrence duration of the Uncontrollable Circumstance prevents NBWD’s ability Circumstances to perform such obligations in complete the time specified in this Agreement; and (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent work. The Parties understand that the occurrence of Troubleshooting, Installation and Repair work is cumulative in nature, such that a simple extension of time may not be sufficient to eliminate the Uncontrollable Circumstance increases NBWD’s costs backlog of performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD under this Agreement, or for NBWD to perform any obligation under this Agreement not affected by the occurrence of work that arises during the Uncontrollable Circumstance. The Owner Therefore, the Parties shall continue to pay mutually develop a recovery schedule for completing the Agreement Price to NBWD during backlog of Maintenance or Repair work arising from Uncontrollable Circumstances. If Contractor completes the continuance recovery schedule on time, the evaluation of any Contractor’s performance will not be impacted by the Uncontrollable Circumstance, except to Circumstances. All Maintenance and Repair work arising after the extent that the occurrence end of the Uncontrollable Circumstance decreases NBWD’s costs of performance of its obligations under Circumstances shall be subject to the service repair times outlined in this Agreement; , except in which case any decrease in expense the event that City requests Contractor to divert its workforce to other activities, such as storm restoration, then the Maintenance and Repair work shall be passed onto treated as backlog work and subject to a recovery schedule due to Uncontrollable Circumstances. The following shall not be considered Uncontrollable Circumstances: weather conditions other than Inclement Weather, inadequate construction force or lack of coordination with other contractors, or the Owner failure of Contractor to adequately schedule and supervise the work or obtain the required personnel, equipment or material, or the failure of Contractor to place orders for equipment or materials sufficiently in the form of a temporarily reduced Agreement Priceadvance to insure delivery when needed. 9.2. If an Uncontrollable Circumstance occurs, NBWD shall notify the Owner of the occurrence without delay. Upon NBWD learning of the Uncontrollable Circumstance, NBWD shall provide the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWD. 9.3. NBWD shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD (a) No party shall be entitled to: liable or responsible to the other party for any delay, damage, loss, failure, or inability to perform caused by Uncontrollable Circumstances, if notice of such party’s inability to perform including the reasons therefore is provided to the other party within ten (110) relief from its performance obligations days of date on which such party determines, in good faith that the event of Uncontrollable Circumstances renders it unable to perform. (b) Neither party hereto shall be under this Agreement any obligation to supply any service or services if and to the extent and during any period that the occurrence supplying of any such service or services or the Uncontrollable Circumstance prevents NBWD’s performance provision of such obligations; any component necessary therefor shall be prohibited or rationed by any Applicable Law. (2c) an extension of time to perform its obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWD’s ability to perform such obligations in the time specified Except as otherwise expressly provided in this Agreement; and (3) an increase , no abatement, diminution or reduction of the payments payable to Manager shall be claimed by CRDA or charged against Manager, nor shall Manager be entitled to additional payments beyond those provided for in the this Agreement Price for any inconvenience, interruption, cessation, or loss of business or other fee to be paid under this Agreement to the extent that the occurrence loss caused, directly or indirectly, by any present or future Applicable Laws, or by priorities, rationing, or curtailment of the Uncontrollable Circumstance increases NBWD’s costs of labor or materials, or by war or any matter or thing. (d) Manager may suspend performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD required under this Agreement, or for NBWD to perform without any obligation under this Agreement not affected by further liability, in the occurrence of the Uncontrollable Circumstance. The Owner shall continue to pay the Agreement Price to NBWD during the continuance event of any Uncontrollable CircumstanceCircumstances or other occurrence, except which circumstance or occurrence is of such effect and duration as to effectively curtail the extent that the occurrence use of the Civic Center, respectively, so as to effect a substantial reduction in the need for the services provided by Manager for a period in excess of ninety (90) days; provided, however, that for the purposes of this subsection, Manager shall have the right to suspend performance retroactively effective as of the date of the use of the Civic Center, as the case may be, was effectively curtailed. “Substantial reduction in the need for these services provided by Manager” shall mean such a reduction as shall make the provision of any services by Manager economically impractical. (e) If in any Contract Year an Uncontrollable Circumstance decreases NBWDCircumstances occurs which material and negatively impacts Event activity and/or attendance at the Civic Center, at Manager’s costs written request CRDA will operate in good faith with Manager to request an extension of performance the term of its obligations under the City Lease for an additional twelve (12) month period. If said extension of the City Lease is approved, the Term of this Agreement; in which case any decrease in expense Agreement shall be passed onto the Owner in the form of a temporarily reduced Agreement Priceextended for an addition twelve (12) month period. 9.2. If an Uncontrollable Circumstance occurs, NBWD shall notify the Owner of the occurrence without delay. Upon NBWD learning of the Uncontrollable Circumstance, NBWD shall provide the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWD. 9.3. NBWD shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD NSU shall be entitled to: (1) relief from its performance obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWDNSU’s performance of such obligations; (2) an extension of time to perform its obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWDNSU’s ability to perform such obligations in the time specified in this Agreement; and (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance increases NBWDNSU’s costs of performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the OwnerClient’s obligation to pay monies previously accrued and owing to NBWD NSU under this Agreement, or for NBWD NSU to perform any obligation under this Agreement not affected by the occurrence of the Uncontrollable Circumstance. The Owner Client shall continue to pay the Agreement Price to NBWD NSU during the continuance of any Uncontrollable Circumstance, except to the extent that the occurrence of the Uncontrollable Circumstance decreases NBWD’s costs of performance of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner in the form of a temporarily reduced Agreement Price. 9.2. If an Uncontrollable Circumstance occurs, NBWD NSU shall notify the Owner Client by telephone or electronic mail after NSU first learns of the occurrence without delaythereof. Upon NBWD Within fifteen (15) days of NSU learning of the Uncontrollable Circumstance, NBWD NSU shall provide the Owner, as soon as reasonably feasible, Client with a written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWDNSU. 9.3. NBWD NSU shall use commercially reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD NSU shall give the Owner regular updates Client a monthly update of the information previously submitted. NBWD NSU shall also provide written notice to the Owner Client of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD shall (a) A Party will not be entitled to: (1) relief from its performance obligations in default under this Agreement Contract or liable to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWD’s performance of such obligations; (2) an extension of time other Party for its failure to perform its obligations under this Agreement Contract, but only to the extent that that, and for so long as, the occurrence of Uncontrollable Circumstances prevents the affected Party from performing its obligations in accordance with this Contract. Contractor shall work diligently to overcome or remove such Uncontrollable Circumstance as soon as possible. (b) As soon as possible after an Uncontrollable Circumstance occurring on or after the Effective Date, Contractor shall give the Authority Representative a statement describing the Uncontrollable Circumstance prevents NBWD’s ability to perform such obligations in the time specified in this Agreement; and its cause (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent that known to Contractor), and a description of the occurrence conditions preventing the performance of Contractor’s obligations. The Contractor must answer any inquiries of the Authority Representative regarding the conditions caused by the Uncontrollable Circumstance increases NBWD’s costs and must provide them with the information as they reasonably request. (c) If, within 5 days after a Uncontrollable Circumstance occurrence (or if required due to the nature of the event, a shorter period of time) that has caused Contractor to suspend or delay performance of the Work, Contractor has failed to take commercially reasonable action to overcome or cure the Uncontrollable Circumstance occurrence or its direct or indirect effects on the performance of its obligations under this Agreement. The occurrence of an Contract, the Authority may, in its sole discretion and after Notice to Contractor, at Contractor’s expense, initiate commercially reasonable measures to overcome or cure the Uncontrollable Circumstance shall notoccurrence or its direct or indirect effects on the performance of Contractor’s obligations hereunder and thereafter require Contractor to resume full or partial performance of the Work (unless it is commercially unreasonable for Contractor to do so); provided, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD under this Agreement, or for NBWD to perform any obligation under this Agreement not affected by the occurrence that no such action of the Uncontrollable Circumstance. The Owner Authority shall continue to pay the Agreement Price to NBWD during the continuance of any Uncontrollable Circumstance, except to the extent that the occurrence of the Uncontrollable Circumstance decreases NBWD’s costs of performance relieve Contractor of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner in the form of a temporarily reduced Agreement PriceContract. 9.2. (d) Notwithstanding the provisions of this Section 11.08, Contractor assumes full responsibility for completion of the Work without adjustment to the Term, the Price Service Fees or the Schedule regardless of weather conditions, unless weather severity is (e) If an Uncontrollable Circumstance occursprevents Contractor from performing a material portion of its obligations under this Contract for more than 30 continuous days, NBWD then Authority, after providing the Contractor at least 10 Business Days’ prior Notice, may, but shall notify not be obligated to, terminate this Contract without additional liability to Contractor and (except as provided in the Owner last sentence of this Section 11.08(f)) to Authority as a result of such termination. Contractor shall be entitled to receive payment of the occurrence without delay. Upon NBWD learning proportion of the Uncontrollable CircumstancePrice for Work actually performed plus reasonable demobilization, NBWD shall provide contract cancellation costs and close out costs. (f) In the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstanceevent that two delay events occur concurrently, the cause thereof (first event to occur will control until such event is overcome and then any remaining delay attributed to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWDsecond delay event will control. 9.3. NBWD shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD ‌ (a) No party shall be entitled to: liable or responsible to the other party for any delay, damage, loss, failure, or inability to perform caused by Uncontrollable Circumstances, if notice of such party’s inability to perform including the reasons therefore is provided to the other party within ten (110) relief from its performance obligations days of date on which such party determines, in good faith that the event of Uncontrollable Circumstances renders it unable to perform. (b) Neither party hereto shall be under this Agreement any obligation to supply any service or services if and to the extent and during any period that the occurrence supplying of any such service or services or the Uncontrollable Circumstance prevents NBWD’s performance provision of such obligations; any component necessary therefor shall be prohibited or rationed by any Applicable Law. (2c) an extension of time to perform its obligations under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWD’s ability to perform such obligations in the time specified Except as otherwise expressly provided in this Agreement; and (3) an increase , no abatement, diminution or reduction of the payments payable to Manager shall be claimed by CRDA or charged against Manager, nor shall Manager be entitled to additional payments beyond those provided for in the this Agreement Price for any inconvenience, interruption, cessation, or loss of business or other fee to be paid under this Agreement to the extent that the occurrence loss caused, directly or indirectly, by any present or future Applicable Laws, or by priorities, rationing, or curtailment of the Uncontrollable Circumstance increases NBWD’s costs of labor or materials, or by war or any matter or thing. (d) Manager may suspend performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD required under this Agreement, or for NBWD to perform without any obligation under this Agreement not affected by further liability, in the occurrence of the Uncontrollable Circumstance. The Owner shall continue to pay the Agreement Price to NBWD during the continuance event of any Uncontrollable CircumstanceCircumstances or other occurrence, except which circumstance or occurrence is of such effect and duration as to effectively curtail the extent that the occurrence use of the Uncontrollable Circumstance decreases NBWD’s costs of performance of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner Civic Center, respectively, so as to effect a substantial reduction in the form need for the services provided by Manager for a period in excess of ninety (90) days; provided, however, that for the purposes of this subsection, Manager shall have the right to suspend performance retroactively effective as of the date of the use of the Civic Center, as the case may be, was effectively curtailed. “Substantial reduction in the need for these services provided by Manager” shall mean such a temporarily reduced Agreement Pricereduction as shall make the provision of any services by Manager economically impractical. 9.2. (e) If in any Contract Year an Uncontrollable Circumstance occursCircumstances occurs which materially and negatively impacts Event activity and/or attendance at the Civic Center, NBWD shall notify the Owner of the occurrence without delay. Upon NBWD learning of the Uncontrollable Circumstance, NBWD shall provide the Owner, as soon as reasonably feasible, with a at Manager’s written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWD. 9.3. NBWD shall request CRDA will use commercially reasonable efforts to reduce costs resulting from the occurrence obtain an extension of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects term of the Uncontrollable CircumstanceCity Lease for an additional twelve (12) month period. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates If said extension of the information previously submitted. NBWD City Lease is approved, the Term of this Agreement shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstancebe extended for an additional twelve (12) month period.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD shall (a) A Party will not be entitled to: (1) relief from its performance obligations in default under this Agreement Contract or liable to the extent that the occurrence of the Uncontrollable Circumstance prevents NBWD’s performance of such obligations; (2) an extension of time other Party for its failure to perform its obligations under this Agreement Contract, but only to the extent that that, and for so long as, the occurrence of Uncontrollable Circumstances prevents the affected Party from performing its obligations in accordance with this Contract. Contractor shall work diligently to overcome or remove such Uncontrollable Circumstance as soon as possible. (b) As soon as possible after an Uncontrollable Circumstance occurring on or after the Effective Date, Contractor shall give the Authority Representative a statement describing the Uncontrollable Circumstance prevents NBWD’s ability to perform such obligations in the time specified in this Agreement; and its cause (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent that known to Contractor), and a description of the occurrence conditions preventing the performance of Contractor’s obligations. The Contractor must answer any inquiries of the Authority Representative regarding the conditions caused by the Uncontrollable Circumstance increases NBWD’s costs and must provide them with the information as they reasonably request. (c) If, within 5 days after a Uncontrollable Circumstance occurrence (or if required due to the nature of the event, a shorter period of time) that has caused Contractor to suspend or delay performance of the Work, Contractor has failed to take commercially reasonable action to overcome or cure the Uncontrollable Circumstance occurrence or its direct or indirect effects on the performance of its obligations under this Agreement. The occurrence of an Contract, the Authority may, in its sole discretion and after Notice to Contractor, at Contractor’s expense, initiate commercially reasonable measures to overcome or cure the Uncontrollable Circumstance shall notoccurrence or its direct or indirect effects on the performance of Contractor’s obligations hereunder and thereafter require Contractor to resume full or partial performance of the Work (unless it is commercially unreasonable for Contractor to do so); provided, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD under this Agreement, or for NBWD to perform any obligation under this Agreement not affected by the occurrence that no such action of the Uncontrollable Circumstance. The Owner Authority shall continue to pay the Agreement Price to NBWD during the continuance of any Uncontrollable Circumstance, except to the extent that the occurrence of the Uncontrollable Circumstance decreases NBWD’s costs of performance relieve Contractor of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner in the form of a temporarily reduced Agreement PriceContract. 9.2. (d) Notwithstanding the provisions of this Section 11.08, Contractor assumes full responsibility for completion of the Work without adjustment to the Term, the Price Service Fees or the Schedule regardless of weather conditions, unless weather severity is substantially in excess of the data accepted for the norm established and substantiated for the ▇▇▇▇ Steet Sanitation Yard. (e) If an Uncontrollable Circumstance occursprevents Contractor from performing a material portion of its obligations under this Contract for more than 30 continuous days, NBWD then Authority, after providing the Contractor at least 10 Business Days’ prior Notice, may, but shall notify the Owner not be obligated to, terminate this Contract without additional liability to Contractor and Contractor shall be entitled to receive payment of the occurrence without delay. Upon NBWD learning proportion of the Uncontrollable CircumstancePrice for Work actually performed plus reasonable demobilization, NBWD shall provide contract cancellation costs and close out costs. (f) In the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstanceevent that two delay events occur concurrently, the cause thereof (first event to occur will control until such event is overcome and then any remaining delay attributed to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWDsecond delay event will control. 9.3. NBWD shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If an Uncontrollable Circumstance occurs, NBWD shall Should Contractor be entitled to: (1) relief from its performance obligations under this Agreement to delayed in the extent that the occurrence final completion of the Uncontrollable Circumstance prevents NBWD’s performance work required under the Agreement by strike, fire, Inclement Weather or other cause outside the control of such obligations; (2) Contractor, and which, in the reasonable opinion of City, was not contributed to by Contractor, and could not have been reasonably anticipated or reasonably avoided, then an extension of time sufficient to perform its obligations under this Agreement compensate for the delay, as reasonably determined by City, will be granted provided that Contractor gives City prompt notice, confirmed in writing within forty-eight (48) hours, of the cause of delay in each case provided that Contractor has used all reasonable means to minimize the extent delay. For Construction/Removal/Relocation Work, Contractor shall be given an extension of time that is no less than the occurrence duration of the Uncontrollable Circumstance prevents NBWD’s ability Circumstances to perform such obligations in complete the time specified in this Agreement; and (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent work. The Parties understand that the occurrence of Maintenance and Repair work is cumulative in nature, such that a simple extension of time may not be sufficient to eliminate the Uncontrollable Circumstance increases NBWD’s costs backlog of performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD under this Agreement, or for NBWD to perform any obligation under this Agreement not affected by the occurrence of work that arises during the Uncontrollable Circumstance. The Owner Therefore, the Parties shall continue to pay mutually develop a recovery schedule for completing the Agreement Price to NBWD during backlog of Maintenance or Repair work arising from Uncontrollable Circumstances. If Contractor completes the continuance recovery schedule on time, the evaluation of any Contractor’s performance will not be impacted by the Uncontrollable Circumstance, except to Circumstances. All Maintenance and Repair work arising after the extent that the occurrence end of the Uncontrollable Circumstance decreases NBWD’s costs of performance of its obligations under Circumstances shall be subject to the service repairs times outlined in this Agreement; , except in which case any decrease in expense the event that City requests Contractor to divert its workforce to other activities, such as storm restoration, then the Maintenance and Repair work shall be passed onto treated as backlog work and subject to a recovery schedule due to Uncontrollable Circumstances. The following shall not be considered Uncontrollable Circumstances: weather conditions other than Inclement Weather, inadequate construction force or lack of coordination with other contractors, or the Owner failure of Contractor to adequately schedule and supervise the work or obtain the required personnel, equipment or material, or the failure of Contractor to place orders for equipment or materials sufficiently in the form of a temporarily reduced Agreement Priceadvance to insure delivery when needed. 9.2. If an Uncontrollable Circumstance occurs, NBWD shall notify the Owner of the occurrence without delay. Upon NBWD learning of the Uncontrollable Circumstance, NBWD shall provide the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWD. 9.3. NBWD shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.

Uncontrollable Circumstances. 9.1. If In the event an Uncontrollable U ncontrollable Circumstance occurscauses a total constructive loss of the Plant, NBWD or in the event an Uncon trollable Circumstance causes an extraordinary increase in Borough costs, and thereupon the Borough elects to exercise its right of convenience term ination under this Section, the am ount specified in item (1) of subsection (A) of this Section shall be entitled toexcluded from the termination fee payable by the Borough; provided that the Borough shall pay the Compan y, subject to Cost Substantiation, for its reasonable costs of terminating any Company em ployees not hired pursuant to subsection 13. 7(B). A "total constructive loss" for this purpose shall be deemed to have occurred: (1) relief from its performance obligations under this Agreement to if so determined by the extent that casualty insurance carrier; or (2) if the Plan t is substantially inoperable for a period of at least six months following the occurrence of the Uncontrollable U ncontrollable Circum stance. "An extraordinary increase" in Borough costs shall be ▇▇▇▇ ▇▇ to have occurred for this purpose if either (1 ) costs proposed to be paid to the Com pany and amortization of any debt to be incurred by the Borough resulting from the U ncontrollable Circumstance prevents NBWD’s performance would cause an increase of such obligationsmore than 10% from the prior contract year in the total Service Fee payable under this Service Contract; or (2) an extension of time to perform its obligations the cumulative cost increases described in (1 ) above exceed 40% in the aggregate the total Service Fee payable under this Agreement to Service Contract (in each case excluding the extent that the occurrence amortization of the Uncontrollable Circumstance prevents NBWD’s ability to perform such obligations in the time specified in this Agreement; and (3) an increase in the Agreement Price or other fee to be paid under this Agreement to the extent that the occurrence of the Uncontrollable Circumstance increases NBWD’s costs of performance of its obligations under this Agreement. The occurrence of an Uncontrollable Circumstance shall not, however, excuse or delay the Owner’s obligation to pay monies previously accrued and owing to NBWD under this Agreement, or for NBWD to perform any obligation under this Agreement not affected debt incurred by the occurrence of the Uncontrollable Circumstance. The Owner shall continue Compan y for Capital Modifications resulting from Un controllable Circumstances) in each case when com pared to pay the Agreement Price to NBWD such am oun ts that w ould have been payable during the continuance of any comparable periods had no Uncontrollable Circumstance, except to the extent that the occurrence of the Uncontrollable Circumstance decreases NBWD’s costs of performance of its obligations under this Agreement; in which case any decrease in expense shall be passed onto the Owner in the form of a temporarily reduced Agreement PriceCircumstances occurred. 9.2. If an Uncontrollable Circumstance occurs, NBWD shall notify the Owner of the occurrence without delay. Upon NBWD learning of the Uncontrollable Circumstance, NBWD shall provide the Owner, as soon as reasonably feasible, with a written description of the Uncontrollable Circumstance, the cause thereof (to the extent known), the date the Uncontrollable Circumstance began, its expected duration and an estimate of the specific relief requested or to be requested by NBWD. 9.3. NBWD shall use reasonable efforts to reduce costs resulting from the occurrence of the Uncontrollable Circumstance, fulfill its performance obligations under the Agreement, and otherwise mitigate the adverse effects of the Uncontrollable Circumstance. While the Uncontrollable Circumstance continues, NBWD shall give the Owner regular updates of the information previously submitted. NBWD shall also provide written notice to the Owner of the cessation of the Uncontrollable Circumstance.