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<br />forces and conditions not reasonably within the control of Company. Should Company
<br />fail or refuse to maintain its System in good order and furnish efficient service at all
<br />times throughout the life of this grant, except only when prevented from so doing by
<br />Force Majeure, or should Company fail or refuse to furnish efficient service at
<br />reasonable rates, lawfully determined by City, throughout the life of this grant, excepting
<br />only during such periods as Company shall in good faith and diligently contest the
<br />reasonableness of the rates in question, then it shall forfeit and pay to City the sum of
<br />Twenty Five Dollars ($25) for each day it shall so fail or refuse after reasonable notice
<br />thereof and a hearing thereon by City. Any suit to recover such penalty shall be filed
<br />within one year from the date the penalty accrues.
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<br />Section 20. If any term or other provision of the Franchise is determined by a
<br />nonappealable decision by a court, administrative agency, or arbitrator to be invalid,
<br />illegal, or incapable of being enforced by any rule of law or public policy, all other
<br />conditions and provisions of the Franchise shall nevertheless remain in full force and
<br />effect so long as the economic or legal substance is not affected in any manner
<br />materially adverse to either party. Upon such determination that any term or other
<br />provision is invalid, illegal, or incapable of being enforced, the parties shall negotiate in
<br />good faith to modify the Franchise so as to effect the original intent of the parties as
<br />closely as possible.
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<br />SECTION 21. Subject to Section 15, Company, its successors and
<br />assigns, shall protect and hold City harmless against all claims for
<br />damages or demands for damages to any Person or property by reason of
<br />the construction and maintenance of its electricity transmission and
<br />distribution System, or in any way growing out of the granting of this
<br />Franchise, either directly or indirectly, or by reason of any act, negligence,
<br />or nonfeasance of the contractors, agents or employees of Company, its
<br />successors or assigns, and shall refund to City all sums which it may be
<br />adjudged to pay on any such claim, or which may arise or grow out of the
<br />exercise of the rights and privileges hereby granted, or by the abuse
<br />thereof, and Company, its successors and assigns, shall indemnify and
<br />hold City harmless from and on account of all damages, costs, expenses,
<br />actions, and causes of action, to the extent permitted by the Texas Tort
<br />Claims Act, that may accrue to or be brought by any Person, Persons,
<br />company or companies at any time hereafter by reason of the exercise of
<br />the rights and privileges hereby granted, or of the abuse thereof.
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<br />Section 22. In granting this Franchise, it is understood that the lawful power
<br />vested by law in City to regulate all public utilities within City, and to regulate the local
<br />rates of public utilities within City within the limits of the Constitution and laws, and to
<br />require all persons or corporations to discharge the duties and undertakings, for the
<br />performance of which this Franchise was made, is reserved; and this grant is made
<br />subject to all lawful rights, powers and authorities, either of regulation or otherwise,
<br />reserved to City by its Charter or by the general laws of this State.
<br />
<br />Section 23. This Franchise amends the Prior Franchise, and extends the term
<br />of the Prior Franchise for an additional thirty (30) year period and replaces all other
<br />HOU03:1055752.7
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