January 7, 1999

(a) Nothing included in or omitted from this Agreement creates or extinguishes any right or obligation, if any, of BPA to assess against Customer and Customer to pay to BPA at any time a cost underrecovery charge pursuant to an applicable transmission rate schedule or otherwise applicable law. Such rights or obligations, if any, shall be as if this Agreement had not been executed.

(b) BPA may adjust the rate for power set forth in section __ during the term of this Agreement pursuant to the Interim Rate Adjustment provision in the 2001 General Rate Schedule Provisions, or its successor.


Neither Party shall be in breach of this Agreement to the extent that a failure to perform its obligations under this Agreement is due to an Uncontrollable Force. "Uncontrollable Force" means an event beyond the reasonable control of the Party claiming the Uncontrollable Force that affects that Party's ability to perform its contractual obligations under this Agreement and which, by exercise of that Party's best efforts and foresight, such Party could not be expected to avoid and was unable to avoid. Uncontrollable Forces include, but are not limited to:

(a) any curtailment or interruption for any reason of firm transmission used to deliver power to the Customer's distribution system, including but not limited to planned or unplanned maintenance outages;

(b) strikes or work stoppage, including the threat of imminent strikes or work stoppage;

(c) floods, earthquakes or other natural disasters; and

(d) orders or injunctions served by any court having competent subject matter jurisdiction or any order of an administrative officer which cannot be stayed, suspended, or set aside pending review of such a court.

Neither the unavailability of funds or financing nor conditions of national or local economies or markets shall be considered an Uncontrollable Force. The economic hardship of either Party shall not constitute an Uncontrollable Force.

The Party claiming the Uncontrollable Force shall notify the other Party as soon as practicable of that Party's inability to meet its obligations under this Agreement due to an Uncontrollable Force. The Party claiming the Uncontrollable Force also agrees to notify any control area involved in the scheduling of a transaction which may be curtailed due to an Uncontrollable Force.

Both Parties will be excused from their respective obligations, other than from payment obligations incurred prior to the Uncontrollable Force, without liability to the other, for the duration of the Uncontrollable Force and the period reasonably required for the Party claiming the Uncontrollable Force to restore its operations to conditions existing prior to the occurrence of the Uncontrollable Force. Neither Party shall, however, be relieved of liability for failure to perform its obligations under this Agreement to the extent that such failure is due to causes arising out of its own negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable period of time.


(a) This Agreement shall be interpreted in accordance with and governed by Federal law. Except for final actions subject to section 9(e) of the Northwest Power Act (16 U.S.C. 839f(e)(1)-(e)(5)), any dispute between the Parties arising out of this Agreement shall be subject to binding arbitration. The Parties shall make a good faith effort to resolve such disputes before initiating arbitration proceedings. During arbitration, the Parties shall continue performance under this Agreement pending resolution of the dispute, unless to do so would be impossible or impracticable.

(b) Any arbitration shall take place in Portland, Oregon. The CPR Institute for Dispute Resolution's arbitration procedures for commercial arbitration (Non-Administered Arbitration Rules) shall be used for each dispute; provided, however, that: (1) the Parties shall have the same discovery rights as are provided by the Federal Rules of Civil Procedure; and (2) for claims of $1 million or more, each arbitration shall be conducted by a panel of three neutral arbitrators. The Parties shall select the arbitrators from a list containing the names of 15 qualified individuals supplied by the CPR Institute for Dispute Resolution. If the Parties cannot agree upon three arbitrators on the list within 20 business days, they shall take turns striking names from the list of proposed arbitrators. The Party initiating the arbitration shall take the first strike. This process shall be repeated until three arbitrators remain on the list, and those individuals shall be designated as the arbitrators. For disputes involving less than $1 million, a single neutral arbitrator shall be selected pursuant to section 6 of the CPR Rules.

(c) The payment of monies shall be the exclusive remedy available in any arbitration proceeding. The arbitration award shall be final and binding on both Parties. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. 1-16 (1988), and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof.

(d) Each Party shall be responsible for its own costs of arbitration, including legal fees. The arbitrator(s) may apportion all other costs of arbitration between the Parties in such manner as they deem reasonable taking into account the circumstances of the case, the conduct of the Parties during the proceeding, and the result of the arbitration.

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