Res 2013-019/LCRA Participation Agreement w/Thomas C. Ferguson

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I Adoi in FNEWV-WAT1A-00MMUNFrY SMICE (e) Attorneys Fees. The Non - Defaulting Party may recover all costs and attorney fees as part of any action to enforce this Agreement or remedy a Default. (f) Termination for Convenience. San Marcos shall have the right to terminate this Agreement upon written notice to LCRA if the Facility fails to generate Energy for a period of one hundred and eighty (180) days over a rolling 12 -month period; provided, however, that a failure to generate Energy caused by an event of Force Majeure will not count against the one hundred and eighty (180) day total. In the event of termination under this subsection (f), San Marcos' interest in the Facility will transfer to LCRA and San Marcos will not be entitled to a reimbursement of any funds expended under this Agreement. (g) Payment of Amounts Due in the Event of Termination. Except as provided for under subsection (b)(ii)(B) of this Article, in the event of termination for any reason under this Article, the Parties will pay any amounts due and owing under this Agreement up to the date of termination, including without limitation any Participation Expenses due under Article 5(a) or any settlement revenues due under Article 5(c), within thirty (30) days of the termination date. ARTICLE 14. DISPUTE RESOLUTION (a) Resolution by Mutual Agreement or Otherwise. (i) The Parties agree to attempt to resolve any dispute arising hereunder promptly, equitably and in a good faith manner. (ii) Each Party shall designate in writing to the other Party a representative who shall be authorized to resolve any dispute arising under this Agreement in an equitable manner and, unless otherwise expressly provided herein, to exercise the authority of such Party to make decisions by mutual agreement. (iii) If the Parties' designated representatives are unable to resolve any dispute under this Agreement, either Party may refer the dispute to senior management with decision - making authority to resolve and settle the subject dispute. Within fifteen (15) days after delivery of notice by a Party to the other Party referring such dispute to senior management for resolution, representatives of senior management of each of the Parties shall meet at a mutually agreed upon time and place to attempt, with diligence and good faith, to resolve and settle such dispute. (b) Arbitration. (i) In the event that any dispute between the Parties cannot be resolved pursuant to Article 14(a), then upon written notice of any Party, such dispute shall be submitted to arbitration as set forth herein. (ii) Unless the Parties involved in the arbitration otherwise agree in writing, Participation Agreement between Lower Colorado River Authority Page 16 of 26 and City of San Marcos g