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to the extent such delay or failure is caused by conditions or ARISING OUT OF OR IN CONNECTION WITH THIS
<br /> events of Force Majeure. The term "Force Majeure" means PROPOSAL.
<br /> causes or events beyond the reasonable control of,and without 17, Ownership. Intellectual property and rights to intellectual
<br /> the fault or negligence of the party claiming Force Majeure, property owned by any party on the Effective Date will remain
<br /> including(to the extent satisfying the foregoing requirements) the property of that party. All deliverables, including plans,
<br /> (i)acts of God or sudden actions of the elements such as floods, drawings, designs, specifications, computer programs or
<br /> earthquakes,hurricanes,tornadoes,ice storms,or wildfires;(ii) applications photographs, studies, data, schedules, test
<br /> terrorism; war; riots; blockades; insurrection; strike at a readings, technical reports, and calculations developed or
<br /> regional level;labor disruption at a regional level(even if such utilized by LCRA or its subcontractors which are developed
<br /> difficulties could be resolved by conceding to the demands of and specified to be delivered under this Proposal and which are
<br /> a labor group);(iii)any action by a governmental or regulatory paid for by Customer are the property of Customer,but subject
<br /> entity, including ERCOT or the PUCT; and (iv) pandemic, to LCRA's intellectual property rights. Customer recognizes
<br /> including the current Coronavirus Disease 2019 outbreak. that no deliverables will be suitable for reuse at any Customer
<br /> 11. LIMITATION OF LIABILITY. THE TOTAL facility or in connection with any project other than that for
<br /> LIABILITY OF LCRA ARISING OUT OF THIS which the deliverable was prepared. LCRA DISCLAIMS
<br /> PROPOSAL AND THE SERVICES WILL NOT EXCEED LIABILITY FOR ANY REUSE OF THE DELIVERABLES
<br /> AN AMOUNT EQUAL TO THE FEES PAID TO LCRA ON ANY OTHER FACILITY OR PROJECT THAT IS DONE
<br /> UNDER THIS PROPOSAL,AND LCRA WILL NOT BE WITHOUT THE EXPLICIT, WRITTEN APPROVAL OF
<br /> LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, LCRA.
<br /> SPECIAL, OR CONSEQUENTIAL DAMAGES, 18. Confidentiality. "Confidential Information" means
<br /> INCLUDING LOST PROFITS. IN NO EVENT WILL information marked or otherwise designated as"confidential"
<br /> ANY OFFICER, DIRECTOR, EMPLOYEE OR by a party.Confidential Information may only be used by the
<br /> AFFILIATE (OR AFFILIATE'S OFFICER,DIRECTOR parties for purposes related to the performance of this Proposal,
<br /> OR EMPLOYEE) OF LCRA BE LIABLE TO and each party agrees not to disclose Confidential Information
<br /> CUSTOMER UNDER THIS PROPOSAL, AND of the other party to any other person(other than its affiliates,
<br /> CUSTOMER'S SOLE RECOURSE UNDER THIS and the party's and affiliate's respective employees and
<br /> PROPOSAL WILL BE AGAINST LCRA AND NOT directors, or to contractors who agree to be bound by the
<br /> AGAINST SUCH OTHER PERSONS. THE provisions of this Section), provided that either party may
<br /> LIMITATIONS ON LIABILITY AND REMEDIES IN disclose Confidential Information if and to the extent such
<br /> THIS PARAGRAPH WILL APPLY REGARDLESS OF disclosure is required by law (including the Texas Public
<br /> WHETHER THE LIABILITY OR CAUSE OF ACTION Information Act).In the event a party is requested under law to
<br /> ARISES IN PROPOSAL, WARRANTY, INDEMNITY, disclose Confidential Information,such party will to the extent
<br /> TORT (INCLUDING NEGLIGENCE), STRICT possible notify the other party within three business days of
<br /> LIABILITY OR OTHERWISE. NOTHING IN THIS such request.
<br /> PROPOSAL WILL BE CONSTRUED TO WAIVE 19.Municipally Owned Utilities.If Customer is a municipally
<br /> LCRA'S GOVERNMENTAL IMMUNITY. owned utility,the following additional terms will apply:
<br /> 12. Amendment. This Proposal may only be amended or (a)This Proposal is entered into under the authority of Chapter
<br /> modified through written agreement of the parties signed by an 791 of the Texas Government Code;(b)Customer pledges the
<br /> authorized representative of LCRA and by an authorized revenues of its electric utility system to pay its obligations
<br /> representative of the Customer. under this Proposal. In addition, the amounts payable by
<br /> 13.Assi nment.This Proposal will be binding upon and inure Customer to LCRA under this Proposal are operation and
<br /> to the benefit of the parties and their respective successors and maintenance expenses as contemplated by Section 1502.056 of
<br /> assigns;provided,however,that neither party may assign this the Texas Government Code and, as a result, are a first lien
<br /> Proposal,in whole or part,without the prior written consent of against the revenues of Customer to secure the Customer's
<br /> the other party. payment obligations to LCRA hereunder.Customer agrees that
<br /> 14.Non-Waiver.No failure or delay on the part of a party to it will not request Services for which funds have not been
<br /> exercise any right or remedy will operate as a waiver of such appropriated and are not available.
<br /> right or remedy,nor will any single or partial exercise of any (c)Payments made under this Proposal(1) are based on cost
<br /> right or remedy preclude any further or other exercise of any recovery, (2) will fairly compensate LCRA for the Services,
<br /> such right or remedy. and (3) will be made from current revenues available to
<br /> 15.Partial Invalidity.If any section or part of this Proposal is Customer.
<br /> declared invalid by any court of competent jurisdiction, the
<br /> court's decree will not affect the remainder of this Proposal,and 20. Survival. Termination or expiration of this Proposal will
<br /> the remainder of this Proposal will remain in full force and not relieve,reduce,or impair any rights or obligations of a party
<br /> ffect with the deletion of the part declared invalid. which expressly or by implication survive termination or
<br /> 16.Choice of Law,Venue,Waiver of Jury Trial.This Proposal expiration of this Proposal.Without limiting the generality of
<br /> will be governed by and construed in accordance with the laws the foregoing, the following sections will survive the
<br /> of the State of Texas, without regard to conflict of law termination or expiration of this Proposal: Costs; Invoicing,
<br /> principles.Each party irrevocably consents and agrees that any Warranty; Disclaimer, Environmental Conditions, Schedule,
<br /> legal action or proceeding arising out of this Proposal will be Limitation of Liability,Choice of Law;Venue;Waiver of Jury
<br /> brought exclusively in a court of competent jurisdiction in Trial, Ownership, Confidentiality, and Municipally Owned
<br /> Travis County, Texas. LCRA AND CUSTOMER Utilities
<br /> IRREVOCABLY WAIVE ALL RIGHT OF TRIAL BY JURY
<br /> IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
<br />
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