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

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WON (c) Governing Laws, Regulations & Standards. This Agreement shall be governed, interpreted and enforced under the laws of the State of Texas, without regard to its conflict of law principles. In the event of litigation between the Parties arising out of or related to this Agreement, venue for such litigation shall be in a court of competent jurisdiction in Travis County, Texas. (d) Severability. If any term or provision of this Agreement is held illegal or unenforceable by a court of competent jurisdiction, all other terms in this Agreement will remain in full force and effect and the illegal or unenforceable provision shall be deemed stricken. In the event the stricken provision materially affects the rights, obligations or duties of either Party, LCRA and San Marcos shall substitute a provision by mutual agreement that preserves the original intent of the Parties as closely as possible under applicable Law. (e) Third Party Beneficiaries. Except with respect to Article 15(c), there are no third party beneficiaries to this Agreement and the provisions of this Agreement shall not create any legal or equitable right, remedy or claim enforceable by any person, firm or organization other than the Parties and their permitted successors and permitted assignees. (f) Complete Agreement. This Agreement contains the entire and integrated agreement between San Marcos and LCRA as to its subject matter and supersedes all prior negotiations, correspondence, understandings, representations and agreements, written or oral, related to San Marcos' participation in the Facility. This Agreement in no way alters, amends or otherwise affects the Parties' rights and obligations as expressly provided in writing under the WPA. (g) Interpretation and Reliance. Both Parties had the opportunity to take exception to and seek clarification of this Agreement; thus, this Agreement is the product of negotiations between the Parties. No presumption will apply in favor of any Party in the interpretation of this Agreement or in resolution of any ambiguity of any provision. (h) Headings. The titles and section headings of this Agreement are included for convenience only and shall not be deemed to constitute a part of this Agreement. (i) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assignees. (j) Amendment. This Agreement may not be modified or amended except by an instrument in writing signed by authorized representatives of the Parties. (k) Confidentiality. No Party shall disclose or otherwise make available to any other person (other than such Party's Affiliates, employees, officers, directors, legal advisors, financial advisors, and accountants; provided each such person agrees to maintain the confidentiality of such information) any information of a technical, commercial or business nature regarding the Facility or this Agreement, including this document or any intellectual property or competitive electric information ( "Confidential Information ") disclosed to it by the other Party without the prior written consent of the disclosing Participation Agreement between Lower Colorado River Authority Page 19 of 26 and City of San Marcos g