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this Agreement due solely to conditions or events of force majeure, as that term is specifically
<br />defined herein; provided that; (i) the non - performing party gives the other party prompt written
<br />notice describing the particulars of the occurrence of the force majeure; (ii) the suspension of
<br />performance is of no greater scope and of no longer duration than is required by the force
<br />majeure event or condition; and (iii) the non - performing party proceeds with reasonable
<br />diligence to remedy its inability to perform and provides weekly progress reports to the other
<br />party describing the actions taken to remedy the consequences of the force majeure event or
<br />condition. As used herein force majeure shall mean any delay or failure of a party to perform its
<br />obligations under this Agreement caused by events beyond the party's reasonable control, and
<br />without the fault or negligence of the party, including, without limitation A) changes in state or
<br />federal law or administrative practice concerning, water rights administration, water quality or
<br />stream flow requirements, B) changes in state water rights administrative practice concerning the
<br />reuse of reclaimed wastewater through leases to others for use at locations other than Aurora,
<br />Colorado, including, but not limited to, challenges to retained dominion and control, C) acts of
<br />God, D) sudden actions of the elements such as floods, earthquakes, hurricanes, or tornadoes, E)
<br />sabotage, F) vandalism beyond that which can be reasonably prevented by the party, G)
<br />terrorism, H) war, I) riots, J) fire, K) explosion, L) severe cold or hot weather, M) snow, N)
<br />drought [a condition more severe than that which occurred in 2002 in the South Platte River
<br />Basin or any basin from which the Reclaimed Wastewater originates], 0) other extreme weather
<br />conditions, 0) blockades, Q) insurrection, R) strike, slow down or labor disruptions (even if such
<br />difficulties could be resolved by conceding to the demands of a labor group); S) actions by
<br />federal, state, municipal, or any other government or agency (including but not limited to, the
<br />adoption or change in any rule or regulation or environmental constraint imposed by federal,
<br />state or local government bodies) but only if such requirements, actions, or failures to act prevent
<br />or delay performance, T) inability, despite due diligence, to obtain required licenses, permits or
<br />approvals, and, U) changes of law relating to financial obligations, revenues and budgetary
<br />matters concerning Colorado local governments and their enterprises. In the event aforce
<br />majeure event or condition prevents Aurora from delivering all or part of the agreed upon
<br />amounts of Reclaimed Wastewater to Lessee, Aurora shall refund all advance payments made for
<br />that water not delivered within sixty days of the conclusion of the force majeure event or the
<br />cancellation of the Agreement pursuant to the remaining provisions of this Paragraph. In no
<br />event will any delay or failure of performance caused by any conditions or events of force
<br />majeure extend this Agreement beyond its stated term. In the event any delay or failure of
<br />performance on the part of the party claiming force majeure continues for an uninterrupted
<br />period of more than one hundred twenty (120) days from its occurrence or inception as noticed
<br />pursuant to this Paragraph, the party not claimingforce majeure may, at any time following the
<br />end of such one hundred twenty (120) day period, terminate this Agreement upon written notice
<br />to the party claimingforce majeure, without further obligation except as to costs and balances
<br />incurred prior to the effective date of such termination.
<br />13. Subordination Clause. This Agreement shall be made expressly subordinate to any
<br />present or future city use of effluent for purposes of augmentation, exchange, or any other use
<br />which is or will be of greater direct benefit to Aurora and the users of its water delivery system,
<br />as well as to the water supply obligations which Aurora has incurred or will incur through any of
<br />the following: (a) the March 2, 1981, Water Agreement with the City of Arvada, Colorado and
<br />any renewals thereof; (b) the October 25, 1993, Effluent Agreement with the State of Colorado,
<br />Division of Parks and Outdoor Recreation and any renewals thereof; (c) its obligation pursuant to
<br />9411\310 \1539008.1
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