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obligations hereunder, and (iii) could not have been ascertained or anticipated from
<br />information provided by The City of San Marcos or the investigations conducted by
<br />LCRA, then LCRA shall be entitled, to a Change Order, subject to and in accordance
<br />with Section 11, for the cost and schedule impact resulting from such Unknown
<br />Conditions, so long as all terms and conditions entitling LCRA to a Change Order are
<br />met.
<br />20. Taxes. The relationship of the Parties shall not be treated as a
<br />partnership, joint enterprise, or other taxable entity for any purpose, including liability
<br />under the United States Internal Revenue Code (the "Code "). No provision of this
<br />Agreement shall be construed to create an association, joint venture, trust, or
<br />partnership with regard to the other Party. The Parties agree to take appropriate
<br />actions, including appropriate elections under Section 761 of the Code, to exclude
<br />the application of the partnership provisions of the Code. Each Party shall be
<br />responsible for payment of all taxes, if any, on its own property, facilities, and
<br />equipment.
<br />21. Amendments to the Contract. The General Conditions and Special
<br />Conditions, if any, may only be modified by a written Amendment signed by an
<br />authorized representative of the LCRA and the City of San Marcos. If, upon the
<br />execution of any Amendment, the requirements placed upon the Contractor are
<br />adjusted in a material way that have a cost or schedule impact on the Contractor's
<br />ability to perform the Work, a Change Order shall be agreed to between both Parties
<br />as detailed in Section 11.
<br />22. Limitation of Liability. San Marcos understands that (a) alternative
<br />means of electric supply are available to San Marcos; (b) occasional interruption or
<br />irregularities in electric supply may occur during construction of the Project or
<br />afterward; and (c) any potential harm from interruptions or irregularities in electric
<br />supply is at the risk of the Owner. LCRA assumes no responsibility other than that
<br />contained in this Agreement. Accordingly, San Marcos agrees that, except as limited
<br />by law, LCRA shall not be liable for loss or damage arising out of mistakes,
<br />omissions, interruptions, delays, errors, or defects in the Work provided by LCRA or
<br />electric supply provided by the Project. Notwithstanding any other provisions of this
<br />Agreement, neither Party shall be liable to the other for any special, incidental,
<br />consequential, punitive, or indirect damages or for any loss of use, revenue, or profit
<br />suffered by the other Party, its successors or assigns, customers, or affiliates in
<br />connection with any breach of obligation under this Agreement, nor as a result of
<br />premises defect, condition or use of real or personal property, interference, failure or
<br />unavailability of any equipment, facility, electric supply, or service to be provided by
<br />LCRA under this Agreement, or under any other circumstance.
<br />23. Subcontracting. LCRA may subcontract all or part of the Work
<br />without prior written approval and will be responsible for the performance of its
<br />subcontractors in the execution of the Work. LCRA shall act in all respects as an
<br />independent contractor and shall not represent itself as a partner, joint venture, or
<br />agent of San Marcos.
<br />24. Governing Law. LCRA shall comply with all applicable federal, state,
<br />and local laws, ordinances and regulations, along with applicable standards and
<br />Interlocal Agreement for Solar Energy Facility
<br />LCRA —San Marcos page 5
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