Res 1999-132 - Laserfiche WebLink

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6-28-99 210 of the Texas Administrative Code. C. The failure or refusal of a party to comply with any term, provision, or covenant ofthis Contract will constitute a default by that party. In addition, if the Buyer becomes insolvent, or commences, or has commenced against it, proceedings in bankruptcy, this will constitute a default by the Buyer. This Contract may be terminated by either party upon a default by the other party. In the event of a default by a party, the other party shall give the defaulting party written notice of default, and, if the defaulting party fails to cure or remedy the default within 30 days following receipt of notice, this Contract shall terminate immediately without further notice to the defaulting party. The Seller's acceptance of the Buyer's monthly payments subsequent to the occurrence of any event of default will be as compensation for the provision of Reclaimed Water, and will in no way constitute a waiver by the Seller of its right to exercise any remedy provided for any event of default. Section 3.04. Uncontrollable Circumstances. In this Contract, "Uncontrollable Circumstance" means any act, event, or condition beyond the control of a party that prevents the party from performing any obligation under 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 of the 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 Uncontrollable Circumstance, including the impact on the party's obligations under the Contract. Section 3.05. Independent Contractors. Nothing in this Contract 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. The Buyer will hold harmless, indemnify and defend the Seller and its employees, agents, officers and servants 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 the Buyer, its officers, employees or agents relating to 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 Seller 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. The Buyer may, with prior written notice to the Seller, 1) assign or otherwise transfer its rights and obligations under this Contract to an entity acquiring the Facility that will continue the operation 5