11 - Water Service Agreement with Paris Generation LP

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X. Miscellaneous Provisions 10.1 It is agreed that in the event and to the extent that fire, explosion, accident, war, Act of God orthe public enemy or any natural disasteror other such event beyond the reasonable control of the Parties ("Force Majeure event") prevents the performance of either Party, such Party shall be relieved of the consequences thereof, and there shall be no liability for payment on the part of PGEN (including, for clarification, no liability for Make Whole Payments for the portion of the Rate Year in which such Force Majeure event prevents performance ) orfor failure to deliver potable water on the part of CITY, notwithstanding any other provision of this Agreement, so long as and to the extent that performance is prevented by such cause; provided, however, that the Parties shall use all due diligence in their efforts to resume performance at the earliest practical time. 10.2 The Parties agree that this Agreement shall be subject to Article IV, Chapter 34 of the Code of Ordinances of the City of Paris, Texas, dealing with Drought Contingencies, or any other similar provisions as the same shall be adopted by CITY dealing with water conservation, water curtailment, or drought contingencies unless otherwise provided for within this Agreement. 10.3 This Agreement shall be effective June 1, 2022 and remain in effect for a period of five (5) years, hereinafter ("Initial Term"), with an optional five (5) year renewal period. Thereafter, a new water service contract will be negotiated, provided this Agreement shall remain in full force and effect for a period not to exceed twelve (12) additional months or until a new water contract is negotiated by the Parties, whichever event occurs first. If a new water contract is not negotiated by the Parties as provided herein, the rate charged for water shall be as established in CITY'S current rate ordinance for non-residential customers. If the cost of water to PGEN, including the cost for not meeting the minimum consumption requirements in paragraph 7.11, under this Water Service Contract in a Rate Year exceeds the cost to PGEN under the normal tariff rates for a Commercial Class 4 -inch meter, CITY shall reimburse PGEN for such difference. 10.4 No officer, official or agent of CITY has the power to amend, modify or alter this Agreement or waive any of its conditions or to bind CITY by making any promise or representation not contained herein. 10.5 No officer, official or agent of PGEN has the power to amend, modify or alter this Agreement or waive any of its conditions or to bind PGEN by making any promise or representation not contained herein. 10.6 This Agreement, except by operation of law, shall not be assigned or transferred by either Party, without the prior written consent of the other Party; which consent shall not be unreasonably withheld; provided, however, that PGEN shall have the right to pledge or mortgage its rights hereunder as security for its indebtedness without the approval of CITY. 10