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

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Legi2whk "Resource Entity" is defined in the ERCOT Binding Documents. "Taxes" means taxes of any description, assessments, special assessments, excises, ad valorem taxes, levies and other charges and impositions by any Governmental Authority levied, assessed, charged or imposed upon the physical assets and real property rights comprising the Facility or the ownership or operation thereof. As used herein, the term "Taxes" shall not include taxes based on net or gross income or net worth. "Windup Events" shall have the meaning given to it in Article 10 of the Agreement. (b) Usage. (i) Any reference to "days" shall mean calendar days unless otherwise specified. (ii) "Include," "includes" and "including" shall be deemed to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. ARTICLE 2. TERM This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, continue until the retirement from service of the Facility and completion of the Windup Events, including the payment of all Participation Expenses (the "Term "). ARTICLE 3. OWNERSHIP INTEREST (a) Ownership of Project Facility. Upon commencement of the Operational Term, San Marcos shall own and have title to an undivided interest equal to its Participation Share in the Facility; provided that LCRA shall retain sole ownership of the land underlying the Facility and all related easements. (b) Waiver of Right to Partition. San Marcos waives any right it may have, whether arising from statute or operation of law, to seek, bring or maintain in any court or arbitration proceeding an action for partition pertaining to any component or all of the Facility, whether by partition in kind or by sale and division of the proceeds. San Marcos hereby agrees that any dispute shall be resolved exclusively pursuant to the terms of this Agreement. ARTICLE 4. RIGHTS AND RESPONSIBILITIES (a) Facility. LCRA and, to the extent described in Article 3, San Marcos are co- owners of the Facility. However, LCRA will be solely responsible for, and will control, direct and perform (or caused to be performed), at its sole discretion, all aspects of the Facility's development, design, construction, and operation, including without limitation any permitting, procurement, start-up, management, scheduling, maintenance, upkeep, repair, Participation Agreement between Lower Colorado River Authority Page 6 of 26 and City of San Marcos