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

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LrW I WAL ENERGY• WATFR•CONMUNIR SEAVKES arbitration under this Agreement shall be governed by the AAA Commercial Arbitration Rules (or any successor thereto) in effect at the time of arbitration. (iii) Unless the Parties involved in the arbitration otherwise agree in writing, arbitration under this Agreement shall be conducted in Austin, Texas. (iv) The costs of the arbitration proceedings, other than a Party's own expenses, shall be shared equally by the Parties. (v) The arbitrator(s) shall have no power to amend or add to this Agreement, but shall have the ,authority to interpret the language of this Agreement, make findings of fact, and issue judgments and orders (including specific performance and injunctive relief) as if the arbitrator(s) were a court; provided, however, that the arbitrators shall have no authority to award relief that is beyond the scope of the damages or remedies available to a Party under this Agreement. A determination and/or award issued by the arbitrators shall be conclusive, final, and binding, subject only to the outcome of confirmation or vacation proceedings, if any, under applicable Law. (c) Enforcement. Upon the failure or refusal of either Party to cooperate or participate in the dispute resolution procedures of this Article, the other Party may institute an action for mandamus or mandatory injunction to compel participation in any court of competent jurisdiction. ARTICLE 15. LIMITATION OF LIABILITY (a) Limitation. Neither Party shall, under any circumstances, be liable to the other Party for consequential, indirect, punitive or exemplary damages, whether by statute, in tort (including negligence and strict liability) in contract or otherwise. The limitations on liability contained in this Article on the measure of damages shall be without regard to the cause or causes related thereto. (b) Exception. Article 15(a) will not apply to the Parties obligations under Article 9, or any other provision of this Agreement providing an express measure of damages or remedy. (c) Limitation of Affiliates' Liability. The Parties hereby agree that no officer, director, employee or agent of any Party or any Affiliate of any Party shall become obligated or incur any liability whatsoever under this Agreement, or with respect to any action or proceeding arising under this Agreement. ARTICLE 16. FORCE MATEURE Neither Party shall be liable to the other to the extent that an event of Force Majeure prevents or delays a Party from performing its obligations under this Agreement. Any Party claiming Force Majeure shall notify the other Party within a reasonable amount of time after it learns of the Participation Agreement between Lower Colorado River Authority Page 17 of 26 and City of San Marcos