Common use of Delays Due to Force Majeure Clause in Contracts

Delays Due to Force Majeure. Subject to Section 11.1(b)(iii) and Seller’s compliance with its obligations as the Claiming Party under Article 20, if Seller has not satisfied the conditions set forth in Section 3.1 for the Initial Delivery Date of the DR Resource by the Expected Initial Delivery Date due to Force Majeure, then the Expected Initial Delivery Date will be extended on a day-for-day basis for the duration of the Force Majeure. No Liability of SCE. SCE shall have no liability to Seller, regardless of cause (including any act or omission of SCE, including as buyer under this Agreement or as the owner of the distribution electrical system) for (a) any delay or failure by Seller to achieve the Initial Delivery Date by the Expected Initial Delivery Date, and (b) any costs or damages incurred by Seller as a result thereof or any reduction in Seller’s Delivered Capacity Payments and Delivered Energy Payments resulting from any delay in achieving the Initial Delivery Date by the Expected Initial Delivery Date. DESIGN AND CONSTRUCTION OF STORAGE UNITS Seller’s Obligations. At no cost to SCE, Seller shall: Design and construct, or refurbish the Project as required for Seller to perform its obligations under this Agreement; Within [number] [#] days prior to the Expected Initial Delivery Date, Seller shall file all applications or other appropriate requests to acquire and maintain all permits, licenses, certifications and approvals necessary for the construction or refurbishment, operation and maintenance of the Project (the “Required Permits”), including permits to construct from the applicable Air Pollution Control District, or a Facility and Site Certification from the CEC (pursuant to California Public Resources Code Sections 25500-25543), as applicable, and obtain all Required Permits on or before [Date] (the “Required Permit Date”); As applicable, complete all environmental impact assessments or studies conducted by or for Governmental Bodies pursuant to regulatory programs approved and certified under the California Environmental Quality Act, or environmental impact statements or studies conducted pursuant to the National Environmental Policy Act including obtaining public review and certification of any final documents relating to any environmental impact assessment or studies; As required to achieve Commercial Operation for each Storage Unit, furnish and install all Protective Apparatus as SCE reasonably determines to be necessary for proper and safe operation of the Project with SCE’s electric system; Furnish and install all equipment necessary to prevent, suppress and contain any fire, flooding, explosion, leak of hazardous material or other injury or damage at the Site (“Prevention Equipment”); Throughout the Delivery Period, maintain all permits, licenses, certifications and approvals necessary for the operation and maintenance of the Project; and Provide to SCE, prior to commencement of any construction activities on the Site, a report from an independent engineer (acceptable to both SCE and Seller) certifying that Seller has a written plan for the safe construction and operation of the Project in accordance with Prudent Electrical Practices. Changes in Operational Characteristics. Seller shall provide to SCE Notice of any changes in the operational characteristics of the Project, for SCE’s review as far in advance as practicable, but in no event less than thirty (30) days before the changes are to be made. Seller acknowledges that provision of Notice under this Section 4.2 is for SCE’s information only and that by receiving such Notice, SCE makes no representation as to the economic or technical feasibility, operational capacity or reliability of any changes in the operational characteristics of the Project. CONSTRUCTION PERIOD AND MILESTONES

Delays Due to Force Majeure. Subject to Section 11.1(b)(iii3.02(g) and Seller’s compliance with its obligations as the Claiming Party under Article 20Section 23.01, if Seller has not satisfied the conditions set forth in Section 3.1 2.04 for the Initial Delivery Date of the DR Resource Project by the Expected Initial Delivery Date due to Force Majeure, then the Expected Initial Delivery Date will be extended on a day-for-day basis for the duration of the Force Majeure; provided, if an event of Force Majeure remains in effect for more than 365 days, then SDG&E shall have the right to terminate this Agreement with no further obligation between the Parties under this Agreement. No Liability of SCE. SCE SDG&E. SDG&E shall have no liability to Seller, regardless of cause (including SDG&E’s actions under Rule 32, any act or omission of SCESDG&E, including as buyer Buyer under this Agreement Agreement, retail provider of electric energy, or as the owner of the distribution electrical systema PTO) for (a) any delay or failure by Seller to achieve the Initial Delivery Date by the Expected Initial Delivery Date, and (b) any costs or damages incurred by Seller as a result thereof or any reduction in Seller’s Delivered Monthly Capacity Payments and Delivered Energy Payments resulting from any delay in achieving the Initial Delivery Date by the Expected Initial Delivery Date. DESIGN AND CONSTRUCTION OF STORAGE UNITS Seller’s Obligations. At no cost to SCE, Seller shall: Design and construct, or refurbish (c) a reduction in the Project as required for Seller to perform its obligations under this Agreement; Within [number] [#] days prior to the Expected Initial Delivery Date, Seller shall file all applications Term or other appropriate requests to acquire and maintain all permits, licenses, certifications and approvals necessary for the construction or refurbishment, operation and maintenance of the Project (the “Required Permits”), including permits to construct from the applicable Air Pollution Control District, or a Facility and Site Certification from the CEC (pursuant to California Public Resources Code Sections 25500-25543), as applicable, and obtain all Required Permits on or before [Date] (the “Required Permit Date”); As applicable, complete all environmental impact assessments or studies conducted by or for Governmental Bodies pursuant to regulatory programs approved and certified under the California Environmental Quality Act, or environmental impact statements or studies conducted pursuant to the National Environmental Policy Act including obtaining public review and certification of any final documents relating to any environmental impact assessment or studies; As required to achieve Commercial Operation for each Storage Unit, furnish and install all Protective Apparatus as SCE reasonably determines to be necessary for proper and safe operation of the Project with SCE’s electric system; Furnish and install all equipment necessary to prevent, suppress and contain any fire, flooding, explosion, leak of hazardous material or other injury or damage at the Site (“Prevention Equipment”); Throughout the Delivery Period, maintain all permits, licenses, certifications and approvals necessary . Seller’s Queue Position. Seller must not withdraw the Interconnection Queue Position identified in Section 1.03(c) or assign or transfer that Interconnection Queue Position to any entity or for the operation and maintenance of the Project; and Provide to SCE, prior to commencement benefit of any construction activities on the Site, a report from an independent engineer (acceptable to both SCE and Seller) certifying that Seller has a other agreement other than this Agreement without SDG&E’s prior written plan for the safe construction and operation of the Project in accordance with Prudent Electrical Practicesconsent. Changes in Operational Characteristics. Seller shall provide to SCE Notice of any changes in the operational characteristics of the Project, for SCE’s review as far in advance as practicable, but in no event less than thirty (30) days before the changes are [NOTE TO BIDDERS: to be made. Seller acknowledges deleted for resources that provision of Notice under this Section 4.2 is for SCE’s information only and that by receiving such Notice, SCE makes no representation as to the economic or technical feasibility, operational capacity or reliability of any changes in the operational characteristics of the Project. CONSTRUCTION PERIOD AND MILESTONESdo not require an interconnection agreement.] EVENTS OF DEFAULT; REMEDIES; TERMINATION