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Circumstance" means any act, event, or condition beyond the control of a party that prevents the
<br />party from performing any obligation w1 der this Contract. Neither party will be liable to the other
<br />for any failure or delay in performance of an obligation under this Contract that results directly
<br />from an Uncontrollable Circumstance. An act, event or condition is not beyond the reasonable
<br />control of a party if it is a result of any willful or negligent act, error or omission or failure to
<br />exercise reasonable diligence on the part of the party. The party experiencing an Uncontrollable
<br />Circumstance will notify the other party within five days of the occurrence of the Uncontrollable
<br />Circumstance and give a specific description of the Uncontrollable Circumstance, including the
<br />impact on the party's obligations under the Contract.
<br />Section 3.05. Independent Contractors. Nothing in this agreement will be construed as
<br />creating any form of partnership or joint venture relationship between the parties. The parties are
<br />independent contractors with respect to each other.
<br />Section 3.06. Indemnity. Hays Energy will hold harmless, indemnify and defend the City
<br />and its employees, agents, officers and servants from any and all lawsuits, claims, demands and
<br />causes of action of any kind arising from the negligent or intentional acts, errors or omissions of
<br />Hays Energy, its officers, employees or agents in connection with this Contract. This will include,
<br />but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal
<br />fees, and all other expenses incurred by the City arising in favor of any party, including the
<br />amounts of any damages or awards resulting from claims, demands and causes of action for
<br />personal injuries, death or damages to property.
<br />Section 3.07. Assignment. This Contract will inure to the benefit of, and be binding upon,
<br />the successors and permitted assigns of the parties. Except as provided elsewhere herein, neither
<br />party may assign any of its rights or duties under this Contract without the written consent of the
<br />other party. Hays Energy may, with prior written notice to the City, 1) assign or otherwise transfer
<br />its rights and obligations under this Contract to an entity acquiring the Facility that will continue
<br />the operation of the Facility in the manner contemplated in this Contract, or 2) assign or otherwise
<br />transfer this Contract as collateral to secure loans providing financing or refinancing of the Facility.
<br />Section 3.08. Taxes. The City is responsible for the payinent of all taxes that may be levied
<br />or assessed on its operations and activities under this Contract.
<br />Section 3.09. Entire Agreement. This Contract, together with all attachments, exhibits
<br />and documents described in it, constitutes the entire agreement between the parties. This Contract
<br />may be amended only through a written amendment executed by the parties. The term "will" in
<br />this Contract is mandatory.
<br />Section 3.10. Governing Law and Venue. This Contract is governed by the laws of the
<br />State of Texas. Exclusive venue for any legal action under this Contract shall be in Hays County,
<br />Texas.
<br />Section 3.11. Severability. if any portion of this Contract is found by a court to be invalid
<br />or unenforceable for any reason, that portion of the Contract will be severed, and the rest of this
<br />Contract will continue in effect.
<br />Section 3.12. Order of Precedence. In the event of any conflict between the terns of this
<br />Contract and the terms of any attachment, exhibit or other document attached to or referred to in
<br />this Contract, the terms of this Contract will take precedence.
<br />Section 3.13. Nondiscrimination. In furnishing services and conducting activities under
<br />this Contract, and in employment practices for employees and subcontractors associated with the
<br />construction of the Wastewater Line, Hays Energy will not discriminate on the basis of race, color,
<br />religion, sex, age, natural origin or disability.
<br />Section 3.14. Notice. All notices given under this Contract will be delivered personally,
<br />by certified mail, return receipt requested, by confirmed electronic mail, or by overnight mail or
<br />courier, to the following address for the respective party:
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