2011/09/14 Council Agenda Packet

9 fully satisfied. VIII. FORCE MAJEURE A. Suspension of Obligations.Neither Party shall be liable to the other for, or be considered to be in breach of or default under this Agreement because of, any failure or delay in performance by such Party under this Agreement to the extent such failure or delay is caused by or results from any cause or condition which is beyond such Party's reasonable control, or which such Party is unable to prevent or overcome by exercise of reasonable diligence (any such cause or condition, a "Force Majeure"), 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 natural disasters or acts of the elements; court order and act, or failure to act, of civil, military or governmental authority; change in governmental law or regulation; strike, lockout and other labor dispute; epidemic, riot, insurrection, sabotage, war and other civil disturbance or disobedience; labor or material short- age; unanticipated discovery of historical or archaeological remains or artifacts; act or omission of any person other than such Party, including breach of contract or failure of performance by any person providing services to the PUD which the PUD intended to use in its performance under this Agreement. B. Notice; Required Efforts to Resume Performance. Any Party claiming Force Majeure shall give the other Party maximum practicable advance notice of any failure or delay resulting from a Force Majeure, and shall use its reasonable best efforts to overcome the Force Majeure and to resume performance as soon as possi- ble; provided, however, that nothing in this Agreement shall be construed to require either Party to settle any strike or labor dispute in which it may be involved. C. No Excuse of Payment Obligations. Notwithstanding any other provision of this Agreement, in no event shall a Force Majeure excuse a Party's failure or delay to pay any amounts due and owing to the other Party under or pursuant to this Agreement. I X. INDEPENDENT CONTRACTORS. The Parties hereto are independent contractors and shall not be deemed to be partners,joint venturers, employees, franchisees or franchisers, servants or agents of each other for any purpose whatsoever under or in connection with this Agreement. X. ASSIGNMENT; BINDING AGREEMENT. Customer shall not assign its rights under this Agreement to any other party without the express written consent of the PUD. The PUD may impose reasonable conditions on any such assignment (a) to ensure that none of the Customer's costs under this Agreement are transferred to the PUD as a result of default,bankruptcy, or any other cause, and (b)to ensure that the intent of RCW Sections 82.16.110 through 82.16.130 and the PUD's obligations thereunder are carried out consistent with the legisla- ture's intent. XI. NOTICES AND OTHER COMMUNICATIONS. A. Notice Methods and Addresses. All notices, requests, demands and other communications re- quired or permitted to be given under this Agreement shall be given in writing (i) by personal delivery, (ii) by recognized overnight air courier service, (iii)by United States postal service, postage prepaid, registered or cer- tified mail, return receipt requested, or (iv)by facsimile transmission, using facsimile equipment providing writ- ten confirmation of successful completed transmission to the receiving facsimile number. All notices to either Party shall be made to the address set forth below. Any notice shall be deemed to have been given on the date delivered, if delivered personally, by overnight air courier service or by facsimile transmission; or, if mailed, I Snohomish County PUD Net Metering Agreement Rev.4/2011 w ;, 6 J 5 Reviewed: ALS 6-27-11