13-PARIS GENERATION LP (PGEN) WATER SERVICE AGREEMENT

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and effect for a period not to exceed twelve (12) additional months or until a new water contract is negotiated by the Parties, whichever event occurs first. If a new water contract is not negotiated by the Parties as provided herein, the rate charged for water shall be as established in CITY'S current rate ordinance for non-residential customers. If the cost of water to PGEN, including the cost for not meeting the minimum consumption requirements in paragraph 7.11, under this Water Service Contract in a Rate Year exceeds the cost to PGEN under the normal tariff rates for a Commercial Class 4-inch meter, CITY shall reimburse PGEN for such difference. 10.4 No officer, official or agent of CITY has the power to amend, modify or alter this Agreement or waive any of its conditions or to bind CITY by making any promise or representation not contained herein. 10.5 No officer, official or agent of the PGEN has the power to amend, modify or alter this Agreement or waive any of its conditions or to bind the PGEN by making any promise or representation not contained herein. 10.6 This Agreement, except by operation of law, shall not be assigned or transferred by either Party, without the prior written consent of the other Party; which consent shall not be unreasonably withheld; provided, however, that PGEN shall have the right to pledge or mortgage its rights hereunder as security for its indebtedness without the approval of CITY. 10.7 CITY will not be responsible in damages for any interruption or failure to supply water (subject to those limitations set out herein) and shall be saved and held harmless from all damage of any kind, nature and description which may arise as a result of making this Agreement and furnishing water hereunder, except where CITY has the ability to supply the water (subject to those limitations set out herein) and refuses so to do, or where CITY has failed to abide by any of its obligations under this Agreement. 10.8 Any written notice required or permitted under the terms of this Agreement shall be given and be deemed to have been duly served if either (1) delivered in person (including reputable overnight courier service), or (2) deposited certified mail, return receipt requested, postage prepaid in the United States mail, addressed to the designated representative of the respective parties which are designated as follows: If to PGEN: Paris Generation, LP Attn: Plant Manager 301 Lake Crook Road Paris, TX 7546-9037 With Copy to: General Counsel 12 E. Greenway Plaza, Suite 600 Houston, TX 77046 If to CITY: City of Paris Attn: City Manager P.O. Box 9037 � Paris, TX 7546-9037 City Clerk P.O. Box 9037 Paris, TX 7546-9037