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rACPS;A <br />ARTICLE 9. THIRD PARTY LIABILITIES <br />In the event that LCRA incurs any liability to a third party arising from or in connection with the <br />Facility, including without limitation any liability arising from any failure of compliance with <br />applicable Laws (including environmental Laws relating to releases of hazardous substances) in <br />connection with the development, design, construction, ownership, -or operation of the Facility, <br />or that is properly due to a counterparty to any agreements between LCRA and a third party <br />necessary in connection with the development, design, construction, ownership or operation of <br />the Facility ( "Shared Liability "), INCLUDING WITHOUT LIMITATION ANY SHARED <br />LIABILITY ARISING IN WHOLE OR IN PART FROM THE NEGLIGENT ACTS OR <br />OMISSIONS OF LCRA OR LCRA'S FAILURE TO COMPLY WITH ITS OBLIGATIONS <br />UNDER ARTICLE 12 (BUT EXCLUDING SHARED LIABILITY CAUSED BY THE GROSS <br />NEGLIGENCE OR WILLFUL MISCONDUCT OF LCRA), Sari Marcos shall be liable to <br />LCRA for the amount necessary so that such liability will be shared in accordance with San <br />Marcos' Participation Share and San Marcos shall pay such amount as a Participation Expense. <br />San Marcos shall not have the right to settle or compromise any suit, claim, action or proceeding <br />with respect to a Shared Liability without the approval of LCRA. <br />ARTICLE 10. WINDUP PROCEDURES <br />(a) Windup Events. The "Windup Events" mean the following actions: <br />(i) LCRA shall terminate all contracts with third parties related to the development, <br />design, construction, ownership, or operation of the Facility in accordance with <br />the terms thereof; and <br />(ii) LCRA will (A) timely dispose of the assets relating to the Facility by sale, <br />auction, partition or otherwise, with any revenue realized from such actions <br />considered additional revenue under Article 5(c), (B) take all action required to <br />provide for the retirement from service of any part of the Facility that is not sold <br />or disposed of, including any remediation, restoration or other actions required by <br />applicable Law or necessary or desirable in LCRA's sole determination, and (C) <br />undertake other necessary steps for the retirement and winding -up of the Facility. <br />(b) Retirement Costs. All costs (less salvage credits, if any) associated with Windup <br />Events, including without limitation contract cancellation costs, dismantling, <br />demolishing, and removing equipment, facilities, and structures (including the cost of <br />transportation and handling incidental thereto); security; maintenance; disposing of <br />debris; and any site work necessary to lawfully and responsibly effect such retirement <br />and the costs of any remediation, site restoration or monitoring shall constitute <br />Participation Expenses and shall be shared by San Marcos in proportion to its <br />Participation Share. <br />ARTICLE 11. ASSIGNMENT <br />(a) Assignment. This Agreement and the rights and obligations hereunder may be assigned, <br />sold, transferred, pledged, mortgaged or encumbered (a "Transfer ") by San Marcos to <br />Participation Agreement between <br />Lower Colorado River Authority Page 11 of 26 <br />and City of San Marcos <br />