2004/11/29 Council Agenda Packet

Everett, WA 98206-1107 Attn.: Greg Moore If to Snohomish: Snohomish County Public Utility District 2320 California Street Everett, WA 98206-1107 Attn: Ineke de Lange Any notice, request or other communication delivered as set forth above will be deemed to be effective upon receipt. Any Party may change its address specified in this section by giving the other Party notice of such change in accordance with this section. Section 11. Force Majeure Neither Party will be liable to the other for, or be considered to be in breach of or default under this Agreement because of, any delay or failure in performance by such Party under this Agreement to the extent such delay or failure is due to any cause or condition beyond such Party's reasonable control, including, but not limited to, failure or threat of failure of facilities or equipment; fire, lightning, flood, earthquake, volcanic activity, wind, drought, storm and other acts of the elements; court order and act, or failure to act, of civil, military or governmental authority; strike, lockout and other labor dispute; epidemic, riot, insurrection, sabotage, war and other civil disturbance or disobedience; labor or material shortage; and act or omission of any person or entity (other than such Party, its contractors or suppliers of any tier or anyone acting on behalf of such Party). Each Party will exercise reasonable diligence to overcome the cause of such delay; provided, however, that to the extent the cause of such delay arises from-any breach of, or failure by the other Party to perform any of its obligations under this Agreement, the costs and expenses incurred by the Party that has delayed or failed in its performance under this Agreement to overcome the cause of such delay will be for the account of such other Party. Nothing contained in this Agreement will be construed to require either Party to prevent or settle any strike, lockout or other labor dispute in which it may be involved. Notwithstanding the foregoing, nothing in this paragraph will apply to any delay or failure by either Party to pay any amounts due and owing to the other Party pursuant to this Agreement. Section 12. Assignment Except as allowed in Section 8, no Party will voluntarily assign or otherwise transfer any of its rights, interests or obligations in, to or under this Agreement without the prior written consent of the other Parties (which consent will not be unreasonably withheld); provided, that either Party may assign or otherwise transfer, r3, PAGE 11