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party. The City's acceptance of Hays Energy's monthly payments subsequent to the occurrence of any event of default will be as compensation for the provision of wastewater treatment services, and will in no way constitute a waiver by the City of its right to exercise any remedy provided for any event of default. Section 3.04. Uncontrollable Circumstances. In this Agreement, "Uncontrollable Circumstance" means any act, event, or condition beyond the control of a party that prevents the party from performing any obligation w1der this Contract. Neither party will be liable to the other for any failure or delay in performance of an obligation under this Contract that results directly from an Uncontrollable Circumstance. An act, event or condition is not beyond the reasonable control of a party if it is a result of any willful or negligent act, error or omission or failure to exercise reasonable diligence on the part ofthe party. The party experiencing an Uncontrollable Circumstance will notify the other party within five days of the occurrence of the Uncontrollable Circumstance and give a specific description of the Cncontrollable Circumstance, including the impact on the party's obligations under the Contract. Section 3.05. Independent Contractors. Nothing in this agreement will be construed as creating any form of partnership or joint venture relationship between the parties. The parties are independent contractors with respect to each other. Section 3.06. Indemnity. Hays Energy will hold harmless, indemnify and defend the City and its employees, agents, officers and scrvants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional acts, errors or omissions of Hays Energy, its officers, employees or agents in connection with this Contract. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims, demands and causes of action for personal injuries, death or damages to property. Section 3.07. Assignment. This Contract will inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties. Except as provided elsewhere herein, neither party may assign any of its rights or duties under this Contract without the written consent of the other party. Hays Energy may, with prior written notice to the City, 1) assign or otherwise transfer its rights and obligations under this Contract to an entity acquiring the Facility that will continue the operation of the Facility in the manner contcmplated in this Contract, or 2) assign or otherwise transfer this Contract as collateral to secure loans providing financing or refinancing of the Facility. Section 3.08. Taxes. The City is responsible for the payment of all taxes that may be levied or assessed on its operations and activities under this Contract. Section 3.09. Entire Agreement. This Contract, together with all attachments, exhibits and 6