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<br />14.4 Entirety of Agreement. It is the intention of the Parties that the Agreement shall contain all terms, conditions, and protections in any'
<br />way related to, or arising out of, the sale and purchase of the electricity, and supersedes all prior agreements, whether written or oral. It is also
<br />the intention of the Parties to agree to terms of service different than those that would otherwise apply under the Substantive Rules of the
<br />Public Utility Commission of Texas "Customer Protection Rules for Retail Electric Service", Sections 25.47l - 25.485, and 25.491 - 25.492.
<br />The Parties expressly acknowledge that certain terms, conditions, and protections addressed in such sections 25.472 . 25.485, and 25.491 _
<br />25.492 may not be provided for or referred to in this Agreement, and, in such event, it is the intent of the Parties that such terms, conditions,
<br />and protections are not applicable to the Parties. Neither Party may assert any claim that any term, condition, andlor protection contained in
<br />Sections 25.472 - 25.485 and 25.491 - 25.492 of the Rules is inconsistent with any term, condition, and/or protection contained in the
<br />Agreement and, therefore, applies to the Parties. This Agreement may not be moditil?d or amended except in writing, duly executed by the
<br />Parties hereto. Buyer warrants that the information supplied by it pursuant to this Agreement is true and shall remain so throughout the term
<br />ofthe Agreement unless varied by agreement.
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<br />14.5 Waiver of Rights. A waiver by either Party of any breach of this Agreement, or the failure of either Party to enforce any of the terms
<br />and provisions of this Agreement, will not in any way affect, limit or waive that Party's right to enfo'rce and compel strict compliance with the
<br />same or other terms or provisions of this Agreement.
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<br />14.6 Third Party Riehts. Nothing in this Agreemeilt shall create, or be construed as creating, any express or implied rights in any person or
<br />entity other than the Parties.
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<br />14.7 Survival. No termination or cancellation of this Agreement will relieve either Party of any obligations under this Agreement that by
<br />their nature survive such termination or cancellation, including, but not limited to, all warranties and obligations of indemnity,
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<br />14.8 Further Assurances. Buyer and Seller agree to provide such information, execute and deliver any instruments and documents and to
<br />take such ot,her actions as may be necessary or reasonably requested by the other Party which are not inconsistent with the provisions of this'
<br />Agreement and which do not involve the assumptions of obligations other than those provided for in this Agreement, in order to give full
<br />effect to this Agreement and to carry out the intent of this Agreement.
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<br />14.9 Distribution System. Distribution System herein shall mean any system for the distribution ofelect.ricity through which the electricity to
<br />be provided by Seller to Buyer is provided or passed to the Premise(s). Seller's obligations under this Agreement are subject to the maximum
<br />capacity and any other design feature of Buyer's Premise or Connection. Buyer shall contact Seller in accordance wi,th all applicable legal .
<br />requirements, and otherwise reasonably in advance, if Buyer proposes to make any significant change to Buyer's connection, electric lines or
<br />electrical equipment, install or operate generating equipment or do anything else that could affect the Distribution System or require
<br />alterations to Buyer's Connection. I;:ach of the Parties undertakes to comply with Buyer's TDSP's Tariff for.Distribution Service.
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<br />14.10 Deliverv of Electric it v, Seller does not guarantee against irregularities or interruptions, it being understood that occasional irregularities
<br />and interruptions by the TDSP may occur. Buyer is responsible for installing and maintaining protective devices as recommended or required
<br />by the then current edition of the National Electric Code and other such devices as are necessary, to protect equipment or process during
<br />irregular or interrupted service including, but not limited to voltage and wave form irregularities.
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<br />14.11 Confidentialitv. Seller acknowledges that Buyer is a governmental body that is subject to public information laws, including Chapter
<br />552 of the Texas Government Code, which requires Buyer to release any information that is defined as or deemed to be public (the "Public
<br />Information Statutes"). Subject to any Public Information Statute or related order, rule or regulation requiring disclosure, Seller and Buyer
<br />agree to keep all terms and provisions of this Agreement contidential and not to disclose the terms of the same to any third parties; provided,
<br />however, each Party shall have the right to make such disclosures, ifany, to governmental agencies and to its own agents, attorneys, auditors,
<br />'accountants and shareholders as may be reasonably necessary. If disclosure is sought through process of a court, or a state or federal
<br />regulatory agency, the Party from whom the disclosure is sought shall resist disclosure through all reasonable means and shall immediately
<br />notify the other Party to allow it the opportunity to participate in such proceedings.
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<br />14.12 Resale of Seller's Electric Service. Buyer may not use supply of electricity provided by Seller except for the purpose specified in the
<br />Price Sheet under which Buyer receives supply of electricity. Buyer may not resell or otherwise dispose of supply of electricity unless as
<br />provided by statute or as specifically provided for in the Price Sheet.
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<br />14.13 Authorization. At such time as executed Offer. and Price Sheet(s) are attached hereto, Buyer authorizes Seller to become Buyer's new
<br />retail electric provider in place of Buyer's current retail electric provider for the duration of the Agreement Term set forth in the Offer. Buyer
<br />authorizes Seller to act as Buyer's agent to effect the change, and Buyer directs its current retail electric provider to work with Seller to make
<br />this change happen. Buyer represents to Seller that Buyer is legally authorized to change the retail electric provider for all of the Premises.
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<br />14.14 Severability. If any portion of this Agreement, or application thereof to any person or circumstance, shall be held legally invalid, the
<br />remainder shall not be affected and shall be valid and enforced to the fullest extent permitted by law or equity.
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<br />14.15 Aggregator Fees, Seller shall bill and collect from Buyer for HGAC Energy Purchasing Corporation ("HGAC") Aggregation Fees with
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<br />H-GAC Energy Purchasing Corporation
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