Res 121-2010 11/2/2010 RESOLUTION NO. 121-2010
Resolution Approving A 20-Year Raw Water Purchase Contract With
The Wichita Valley Water Supply Corporation
WHEREAS, the Wichita Valley Water Supply Corporation is organized and
established under provisions of the laws of the State of Texas. One of the duties of the
Wichita Valley Water Supply Corporation is the operation of a water treatment plant and
distribution system serving water users within its authorized service area, and to
accomplish this purpose, it requires a supply of raw water;
WHEREAS, City owns several water reservoirs with capacity capable of serving
the present customers of the City and the estimated number of water users to be served
by the Wichita Valley Water Supply Corporation;
WHEREAS, Wichita Valley Water Supply Corporation entered into a Water
Purchase Contract on August 6, 1991, and subsequently agreed to multiple modifications
to the contract, and this Contract replaces all prior contracts befinreen the Parties relating
to the purchase of raw water;
WHEREAS, immediately prior to the effective date of this Contract, the Wichita
Valley Water Supply Corporation was not obligated to purchase Water from City, and the
City was not obligated to sell Water to the Wichita Valley Water Supply Corporation; and
WHEREAS, by resolution of the Board of Directors of Wichita Valley Water Supply
Corporation enacted on the 11 day of October, 2010, the continued purchase of water
by the Wichita Valley Water Supply Corporation was authorized under the terms of this
new, mutually agreed upon Contract.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The attached Raw Water Purchase Contract with the Wichita Valley Water
Supply Corporation is hereby approved, and the City Manager is authorized to execute
said contract with such changes as are approved by the City Attorney.
PASSED AND APPROVED this the 2" day of November, 2010.
AYOR
TTEST: c �
�, —
.��
t Clerk
Raw Water Purchase Contract
THIS Raw Water Purchase Contract ("Contract") for the sale and purchase of raw water is enterod into as of the
th day of , 2010, belween the City of Wichita Falls, Te�cas, hereinafter referred to as
"City", and Wichita Valley Water Supply Corporation, heminafter raferred to as "Corporation."
WHEREAS, Corporation is organized and established pursuant to Texas Water Code Chapter 67 and applicable
general laws of the State of Texas. One of the duties of Corporation is the construction and operation of a water
treatment and distribution system serving water users within the certificated area described in the Certificate of
Convenience and Necessity Numbar 10268 (CCN) now on fila in the office of Corporation and at the Texas
Commission on Environmental Quality, and to accomplish this purpose, Corporation will require a supply of raw
water, to be treated at the Corporation plant located at Lake Kickapoo;
WHEREAS, City owns water reservoirs with capacity capable of serving the present customers of the city system
and the estimated future water users to be served by Corporarion;
WHEREAS, City and Corporation initially entered into a Water Purchase Contrect on March 19, 1974, and
subsequently agreed to multiple modifications to the contract and new contracts, and Yhis contract replaces all prior
contracts betwaen the parties ralating to the purchase of raw water from Lake Kicka000;
WHEREAS, by resolution of the Board of Directors of Corporation enacted on the �� t�i � _ day of
D` o4,er , 201 O it suthorized the conYinued wholesale purchase of raw water by Corporation un@er the
terms of this new, mutually agreed upon Raw Water Purchase Contract;
WHEREAS, Corporation will operate a water treatment and distribution system, and serve the area described in the
aforementioned CCN; and
WHEREAS, Corporation is required by Texas Commission on Environmental Quality ("TCEQ") regulations to
implemant and enforce City's Water Conservation and Drought Contingency Plan through all subsequent sales of
Water and shall include such obligation in any subsequent contract for sale that Corporation may execute with any
third Qariy purchaser of Water.
NOW, TI-IEREFORE, KNOW AL,L MEN BY THESE PftESENTS, that for value received, City and Corporation
mutually agree to the following, to wit:
1.0. Diversion Authorized. City will sell and Corporation will purchase raw water pursuant to the terms and
provisions of this contract. �
1.1. Diversion Poiat. The diversion point and point of delivery of the water from the City shall be at the
Corporation's intake structure at Lake Kicka000, Texas, at a point on the dam approximately 242 feet Northwest of
the City's intako structuro.
1.2. Maximum Delivery Obligation. The Maximum Annual Quantity of raw water to ba diverted from the water
supply system by Corporation from Lake Kickapoo shall not exceed 20,000,000 gallons per month ("Monthly
Quantity") not to exceed a maximum of ] 50,000,000 gaIlons per year ("Annual Quantity") in any Water Year unless
a greater amount is approved in writing by City. "Water Year" means tho period October 1 of each calendar year
through September 30 of the next following calendar year. The Monthly Quantity is calculated as the amount of
water Corporation consumes in a monthly billing cycle. Corporation shall not take more than the Annual Quantity
without prior written consent of City. Corporation agrees that City is under no obligstion to provide Corporation
with a sufficient amouat of Water for Corporation to meet its minimum production, storage, service pump, or
pressuro maintenance requiremonts, or any other reyuiroments imposed on Corporation under 30 Texas
Administrative Code, Chapters 290 or 291, or any other requirement of law except as provided herein. Corporation
also agrees that City is under no obligation to increase any of its water utility infrastructure or capacity in order to
satisfy any of the provisions of this Contract.
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1.3. Metering.
a. Corporation shall furnish, install, operate and mau�tain at its own exgense at the diversion point or treatment plant,
the necessary metering equipment, including a meter l�ouse or pit, and required devices of standa.rd type for properly
measuring and recording the quantity of raw water diverted. City and Corporation shaU agree on the type of any
replacement meter before purchase by Corporation. Metering equipment shall be calibrated by Corporation whenever
requested by city, but not more frequently than once every 12 months. Within 30 days after such calibration,
Corporation shall furnish a certification of such calibration to the Director of Public Works of City. A meter
ragistering not more than 2% above or below the rated capacity of the meter shall be deemed accurate. The previous
reading of any meter disclosed by test to be inaccurate sha(1 be corrected for Yhe 12 months previous to such test in
accordance with the percentage of inaccuracy found by such tests and existing records. If any meter fails to register
for any period, the amount of water furnished during such period shall be deemed to be the amount of water diverted
in the corresponding period immediately prior to the failure, based on existing records, unless City and Corporation
shall agree in writing upon a different amount. If Corporation's measuring equipment is out of service for 30 days or
more, City may purchase, install and maivtain any requirec! measuring equipment, as determined by City, and charge
tho expense therefore to Corporation.
b. During any reasonable business hours, City shall have access to the metering equipment. City shall furtl�er have
access to all rewrds pertinent to determining the measurement and quantity of water actually delivered. Corporation
agrees that City may furnish, install, operate and maintain check meters, should City so choose. Corporation also
agreas that the design and construction of its diversion facility and metering equipment will facilitate City's
installation and operation of check meters.
c. City wiIl read the Corporation raw water meter on the first business work day of each month during the term of this
contract. Corporation and city shaU have free access to read meters daily if they so desire. City will provide
Corporation, no later than the l Oth day of each month, with an itemized statement showing the amount of raw water
metcred to Corporation during the preceding month and the resulting charges. Corporation shall pay to City the
amount of the itemized statement no later than the 20th day of the montl� in which the charges are billad.
d. `Business hours" are defined as between the hours of 8:00 a.m. and 5:00 p.m. CST. "Business work day" is
defined as week days that excIude federal and state holidays, and Saturdays and Sundays. Any day specified for
performance under the terms of this contract that falls on a weekend or holiday shalt be performed not later than the
conclusion of the ncxt successive business day.
1.4. Logations and Easements. The present and eacisting locatio�i of the Corporation pump station, intake structure
and treatment plant shall be approved by the City by separate leases and/or licenses botween the parties_
1.5. Plans and SpeciScations Approval. Plans and Specifications for new or additions to existing treatment plant,
intake structure and pumping facilities shall be approved by the City before advertising for construction, such
approval being for location and configuration in rolation to leases and easements, and for other factors that may affect
the City operation and use of the reservoir and environs.
2.0. Water Rates. Until changed by the City, the cost of raw water purchased by Corporation shatl be $ 0.2783 per
1,000 gallons or $ 0.3234 per 100 cubic feet. The rates to Corporation for raw water shall be subject to change each
year as a result of a cost-of-service study using the rate principles in section 2.1. When a cost-of-service study is
conducted, City will provide the results and the new rates to Corporation. The new rates will become effective at the
beginning of each Water Year. Adjustments to rates do not constitute an amendment to the Contract. If
Corporation exceeds either the Monthly Quantity or the Annual Quanttty, the City s6a11 be entitled to bill for
such applicable monthly unapproved exceedance and Corporation hereby agrees to pay for such exceedance
at 2.0 times the water rate for the period of exceedance.
2.1. Annual Changes to Water Rates. Corporation authorizes the rates for raw water to be changed annually, based
on the following rate setting principles:
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a. Revenue requirements to be determined on utility basis at an agreed test year's original Cost adjusted 30%
toward current cost to cover its cost and as compensation for ownership. The test year shall be the most
recent sudited City fiscal yoar.
b. City to receive a Rate of Return on the agreed adjusted value Rate Base equal to a composite af the
utility's test year embedded cost of money weighted on the debt portion of capital invested in plant in service
and the utility's latest cost of money weighted on the remaining equity portion of plant in service to cover its
risks.
c. All existing reservoirs and associated facilities to be included in common rate base. Wholesale customers
as class (either raw water only, raw water transmitted, treated water only and transmitted treated water) will
pay their proportionate share of all costs based on current use.
d. A flat rate (volurne only), shall be charged, with allocation of 100% current use to encourage conservation
and thereby resulting in efficient utilization of the water system; provided, however, that the amount billed
each month shall never be less than any agreed monthly minimum charge.
e. The risk of financing all future raw water transmission lines and reservoirs must be borne by the City
Water utility, and all costs will be apocated to all wholesale customers on current usa basis.
Effect[ve Date for New Rates: The rates will be considered changed on the monthly billing cycle for water
consumed within tha first full monthiy billing cycle following the Notice of Rate Modification.
2.2. Disputed Rates. Corporation �ates shalS be subject to applicable appeal provisions of the Texas Water Code.
Corporation stipulates and agrees that the rate, rate setting methods, and policies specified in this Agreement are just,
reasonable, and without discrimination. Further, if Corporation believes that rates have been modified in a manner
that fails to conform to the aforementioned principles or are otherwise established in a manner that is not just or
reasonable, then Corporation must send a written Notice of Appeal, containing the written approval of a majority of
the Directors, to tha City's City Managor, within 30 calondar days aftor the City's written issuanca of the naw rates to
the Corporation.
23. Additional Charges. In the event that any sales or use taxes, or taxes, assessments, or charges of any similar
nature are imposed on diverting, storing, delivering, gathering, impounding, taking, selling, using, or consuming the
water received by Corporation from the Diversion Point, the allocable portion of the amount of the tax, assessment,
or charge shall be borne by Corporation, in addition to all other charges, and whenever City shall be required to pay,
collect, or remit any tax, assessment, or charge on water received by Corporation, then Corporation shall promptly
pay or reimburse City for the tax, assessment, or charge in the manner directed by City.
2.4. Default in Payments. All amounts due and owing to City by Corporation shall, if not paid when due, bear
interast at the Texas post judgment interest rate set out in Tex. Finance Code. § 304.003, or any successor statute,
from the date when due untii paid. If any amount due and owing by Corporation to City is placed with an attorney for
collection, Corporation shall pay to City, in addition to all other payments provided for by this Agreement, including
interest, City's collection expenses, including court costs and altorneys' fees. City shall, to the extent permitted by
law, suspend delivery of Water from the Diversion Point to Corporation if Corporation remains delinquent in any
payments due hereunder for a period of 60 days and shall not resume delivery of water while Corporation is so
delinquent and may, at its option, terminate this Agreement without further liability to Corporation. City shail pursue
all legal remedies against Corporation to enforce and protect the rights of City, City's customers, and the holders of
City's bonds. It is understood that the foregoing provisions are for the benefit of the holders of City's bonds.
3.0. Furpose and Place of Use. Corporation shall not be required to furnish water to any resident of the City. The
Corporation is sarving the area indicated in CCN 102b8. The parties understand the City is serving some areas
within the Corporation's CCN area. Corporation will continue to provide water to any consumer of water from
Corporation until the City is able to extend the City's distribution system to provide such customers with City's
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water. When all customers of Corporation in a particular area are transferred to the City distribntion system, the City
may purchase Uie applicable physical assets of the Corporation that serve said area at a depreciated value determined
through generally accepted accounting procedures.
3.1. Subsequent Sales of Water/Connections. The City and Corporation agree that for any area of service being
provided by Corporation that Corporation will comply with applicable City procedures for purposes of connection
and connection approvals in any area lying within the City's ExtraTerritorial Jurisdiction (ET.� boundary, within the
City limits, or within property owned by the City. Corporation expressly agrees that it will not furnish water to any
property with a structure that is• not used solely for agricultural purposes without first requiring proof from the
applicant that the properly to be serviced has been platted to the extent platting is required by Texas Locai
Government Code Chapter 212. When a meter is approved by the Corporation, such approval shali be tied to the Eand
where instaped.
4.0. Water Shortages. In the event of an extended shortage of water, or the supply of water available to Ciry is
otherwise diminished over an extended period of time so that it becomes necassary to ration the water sold to citizens
of City, the supply of raw water to Corporation shall be reduced or diminished in the same ratio or proportion as the
supply to the citizens of City is reduced or diminished pro rata in accordance with Texas Watcr Code § 11.039.
4.Z. Drought Contingency �lan,
The Corporation agees to implement and enforce the City's Water Conservation and Drought Contingency Plan
through all subsequent sales of water and shall include such obligation in any subsequent contract for sale tkiat
Corporarion may execute with any third party purcliaser of water. In addition, as a minimum, the Corporation agrees
to initiate Stage 2 or above restrictions of the aforesaid Drought Contingency Plan when the level of the reservoir
from which this water is being draftod is balow 50% of the reservoir's capacity. Further, the Corporatioii agrees to
initiate at least the restrictions of said Drought Contingency Plan that are being implamented within the City. T'he
Corporation may implement more severe restrictions rhan the City, but shall not enact less severe restrictions than are
currently in effect in the City. If Corporatioa fails to implement a drought eontingeney plan with restrictions that
emulate or exceed City's Drought Contingency Plan when trigger conditions occur, then City's City Manager is
authorized to institute rationing pursuant to this Agreement, as well as enforce any contractual, statutory, or common
law remedies available to City necessary to protect the public welfare. City's water made available to Corporation
when Corporation is not in compliance with City's Water Conservation and Drought Contingency Plan will be
reduced to the amount of water that City's City Manager estimates wouId be necessary to satisfy Corporation's
demand if Corporation was operating in compliance with City's Drought Contingency Plans.
5.0. Rules and ReguEations. This Contract is subject to such rules, regulations, or laws as may be appiicable to
wholesale agreements in the State of Texss. City and Corporation will collaborate in obtaining such permits,
certificates, or the like, as may be required to comply herewith. In the event there is a future direct physical
connection between the water supply distribution systems of City and Corporation, Corporation shall operate and
maintain its portion of the water supply distribution system in accordance with the standards of the Texas Department
of Health, Te�cas Commission on Environmental Quality, Texas Health & Safety Code Section 341, Subchapter C,
and applieable revisions of the Plumbing Code of City as it may be amended from time to time.
5.1. Backf[ow Protectioa. Corporation and City shall have the authority and responsibility of inspection to
determine that no cross connections or conditions of backflow or back-siphonage exist on that portion of the system
receiving water under pressure from City's water mains. City shall have the suthority to disconnect the water until
correction within the Corporation system is made. City shall also have the right to suspend delivery of water in the
event Corporation fails to construct, maintain and operate City's portion of the water distribution system in
sabstantiat compliance wid� such standards referred to hereinabove. Provided, however, unless substantial
noncompliance constitutes a safety and/or health hazard, City shall not suspend the delivery of water without first
notifying Corporation in writing of such noncompliance and affording Corporation a reasonable opportunity of not
less than 10 business days to conect such noncompliance. Provided, further, in no event shall City suspend delivery
of water to any portion of Corporation's system not necessary in isolating the location of such noncompliance.
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6.0. Term. This Contract shall extend for a term of 20 years from the date of Contract execution. Unless a written
notice of non-renewal is sent by either party prior to expiration hereof, at the end of the original term, it shall then
automatically renew on a year-to-year basis. Upon written notice and opportunity to cure of not less than 20 business
days, either party may cancel prior to expiration of a term for breach or non-performance. The City may cancel this
Contract at any time dvring any term of the Contract in tlie event Corporation fails to make any payment due
hereunder within 60 days after same becomes due or, if the Corporation breaches any covenant herein other than
payment of the monthly statement, and such breach continues for 60 days after City gives Corporation written notice
thereof.
7.0. No Assignment or Discrimination. This Contract shall not be assignable by either parly without the approval of
tha othar party. The parties hereto shall not discriminate against any employee or applicant for employment or
service because of race, religion, color, sex, national origin, age, or handicap.
8.0. Independent Contractor. This Contract is intended to create an independent cont��actor relationship, and the
employees of each party shall never be considered the employees of the other party.
9.0. Nottces to Corporation. Notices by the parties to each other s�all be written and be provided to:
Wichita Valley WSC City of Wichita Falls
P.O. Box 550 Director of Public Works
Holliday, Taxas 76366 1300 7'" Street
Wichita Fal1s, Texas 76307
If a document is sent via certified mail, nodce shall ba considered received by the Corporation if a representative of
the Corpora.tion faiis to sign for or accept said document within 5 days after receipt thereof.
10.0. Title to Water. Title for [iability purposes to alI water supplied hereunder to Corporation shall be in City up to
the Point(s) of Delivery, at which point title shall pass to Corporation. Notwithstanding, Corporation will not obtain
any water rights in any wastewater efi�luent flows or the continuation thereof.
11.0. Compliance wlth Rales of Texas Commission on Environmental Quality (TCEQ). The effectiveness of this
Agreement is dependent upon City and Corporation complying with the rules of the TCEQ (or its successor agency),
specifically including the rules codified as Texas Administrative Coda, Title 30, §§ 295.101 and 297,1U1-.108 as of
the effective date of this Agreement. Within 3 business days of the effective date of this Agreement, City will file a
signed copy of this Agreement with the Executive Director of the Commission as reyuired by the rules of the
Commission. Corporation may continue diverting water from the Diversion Point unless City notifes Corporation
that City has received written notification from the Commission that a copy of this Agreement has been received by
the Commission but not accepted for fiting. Corporation shall submit written reports annually to ihe Commission,
with a copy to City, on forms provided by the Commission.
12.0 City and Corporation Right to Execute other Water Sapply Contracts. Each parLy maintains its right to
enter into any other water supply contracts withovt restriction.
13.0. Location and Quantity of Water. Water supplied by City to Corporation under this Agreement shall be water
stored by City in Lake Kickanoo and from no other source, unless City, at its sole discretion, decides to supply
water from anothar source available to City. City and Corporation hereby agree that Corporation shall have no right
or entitlement to any portion of City's water in Lake Kickauoo after the expiration of the term of this Agreement.
City will use its best efforts to remain in a position to furnish raw water sufficient for the reasonable demands of
Corporation. City's agreement to provide water to Corporation shall not be deemed a guarantee on City's part that any
particular quantity of water will be available, and the quantity of water taken shall at all times be subject to the right
of City to reduce s8id quantity of water as City, in its sole judgment, may deem neccssary in order to meet City's
commitments under its existing contracts, comply with any order of any court or administrative body having
appropriate jurisdiction, reduce flooding, or prevent injury.
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Corporation recognizes City's rights to maintain and operate the reservoirs owned or used by City and its water
transportation facilities and at any and all times in the future to impound and release waters thereby in any lawful
manner and to any lawfu! extent City may see fit, and, except as otherwise provided herein, there shall be no
obligation hereunder upon City to release or not to release any impounded waters at any time or to maintain any
waters at any specified level. Further, if the permitted yield of X,,a[ce Kickanoo or the diversion point is reduced by
the TCEQ, City reserves the right to decrease the contract quantity by a[ike percentage.
Corporation is solely responsible for all losses from transportation and evapotrenspiration after the water passes
through the diversion point from Lake Kickapuo.
14.0. RAW WATER QUALITY. THE WATER WHICH CITY OFFERS TO SELL TO CORPORATION IS NON-
POTABLE, RAW, AND UNTREATED. CORPORATION HAS SATISPIEll ITSELF THAT SUCH WATER IS
SUITABLE FOR ITS NEEDS. CITY EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE QUALITY OF
T�� RAW WATER OR SUITABILITY OF THE RAW WATER FOR ITS INTENDED PURPOSE. CITY
EXPRESSLY DISCLAIMS THE WARRANTIES OH MLRCHANTABILITY AND FITNESS. CORPORATION
AGREES THAT ANY VARIATION IN THE QUALITY OR CHARACTERISTICS OF THE RAW WATER
OFFERED FOR SALE AS PROVIDED BY THIS AGREEMENT SHALL NOT ENTITLE CORPORATION TO
AVOID OR LIMIT ITS OBLIGATION TO MAKE PAYMENTS PROVIDED FOR BY THIS AGREEMENT.
THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION CONTAINED 1N THIS
AGREEMENT. CORPORATION ASSUMES FULL RESPONSIBILITY WITH RESPECT TO THE TREATMENT
OF THE WATER PRIOR TO ITS DISTRIBUTION FOR HUMAN CONSUMPTION OR ANY OTHER USES.
15.0. No Third-Party Beneficiaries. '
This Agreement shall inure only to the benefit of the parties hereto, and third persons not privy hereto shall not, in
any form or manner, be considered third-party beneficiaries of this Agreement. Each party hereto shall be sotely
responsible for the fulfillment of its customer contracts or commihnents, and City shall not be construed to be
responsibie for Corporation's contracts or commitments by virtue of this Agreement or any provision contained
herein.
16.0. Choice of Venue.
Alt acts performable under the terms of this Agreement and all amounts due under this Agreement, including, but not
limited to, payments due under this Agreement or damages for the breach of this Agreement, shall be paid and be due
in Wichita County, Texas, said Wicl�ita County, Texas, being the place of performance agreed to by the parties to this
Agreement. In the event that any legal proceeding is brought to enforce this Agreement or any provision hereof, the
same shall be brought solely in Wichita County, Texas.
17.0. Pledge of Revenue.
Corporation represents and covenants that all payments to be made by it ander this Agreement shall constitute
reasonable and necessary "operating expenses" of its system as defined in Tex. Gov't. Code Ann. §§ 1502.056-.b58,
and that atl such paymenfs will be made from the revenues of its water system. Corporation represents and has
determined that the water supply to be obtained from Lake Kickanoo is absolutely necessary and essential to the
present and future operation of its water systam and is the only available and adequate sourca of supply of water
therefore, and, accordingly, all payments required by this Agreement to be made by Corporation shall constitute
reasonable and neeessary operating expenses of Corporation's system or systems as described above with the effect
that the obligation to make such payments from revenues of such system or systems shall have priority over any
obligation to make any payments from such revenues, whether of principal, interesC, or both, with respect to all bonds
heretofore or hereafter issued by Corporarion with the exception of any loan to Corporation from the United States of
America for financing Corporation's wator system. With rospect to Corporation's obligations to the United States of
America for financing Corporation's water system, the City and the United States of America shall have equal
priority. Corporation agrees throughout the term of this Agreement to continuously operate and maintain its water
system and to fix and collect such rates and charges for water services to be supplied by its water system as will
produce revenues in an amount equal to at least (i) all of its payments under this Agreement and {ii) all other amounts
as required by the provisions of the ordinances or resolutions authorizing its revenue bonds or other obligations now
or hereafter outstanding. Unless otherwise specifically provided in writing by subsequent agrament between City
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and Corporation, ail payments due by Corporation are to be made from the revenues and income received by
Corporation from the ownership and operation of its water system.
18.0. Iasurance aad Indemuity. Corporation shall continuously maintain v�lid liability insurance covering all oF its
operations of at least $500,000 per incident and $1,000,000 in the aggregate, nAming the City as an additional insured
and providing a waiver of subrogation in favor of the City. Corporation shall provide the City with copies of the
policy and certificate of insurancc within 72 hours of the City's demand for a copy of said policy and/or certificate.
The Corporation's failure to maintain such insurance and endorsements as reyuired above shall constitute a breach of
this contract, and if Corporation fails to maintain such insurance, then Corporation shall defend, indemnify and hotd
harmless City and City's officers, agents, and employees from all suits, actions, or claims of any character, name and
description including attorneys' fees and expenses brought for any injuries to persons or damages to property in
connection with the performance or attempted performance of this contract. Corporation shall further indemnify the
Ciry for any liability to the City occurring as a result of the Corporation's negligent or wrongful acts or omissions.
19.0. Amendments to be in Writing. The parties to this Contract agree that they have read all provisions of this
Contract and any exhibits herelo. This Contract and any exliibits hereto are the complete And exclusive statements of
the terms agreed upon, superseding all prior agreements or statements, either written or oral. No modification,
amendment, or addition to this Contract is valid unless in writing and signed by all parties hereto, eacept that rates
may be established by the City as provided above.
20.0. Severability. If any of the provisions of this contract (other than the rates and obligation to pay for the water)
shall be invalid or unenforceable, same shall not invalidate or affect the validity and enforceability of any other
provision, which provisions shall remain in force and effect.
21.0. No City Liability. City sliall never be liable to Corporation for any shortage of water, failure of any part of
system, condition of the water, strike, disaster, government action, or any other condition that affects water su�ply or
usefulness for any purpose. City disclaims any and all wareantics with respect to the water supplied pursuant to this
contract.
22.0. No Waiver. Failure of either party to enforce a particular provision of this contract shall not waive any future
right to enforce any provision.
23.0. Interpretation and Recitals. This Contract shall be considered to be mutually drafted in accordance with
negotiation between the parties hereto. Accordingly, it shall not be interpreted against either parly on the basis that
said party supplied its language.
IN WITNESS WHEREOF, the parties hereto, acting under authority of their respective governing bodies, have
caused this Contract to be duly executed in three counterparts, each of which shall constitute an original.
Wichit Iley W ter Supply Corporation City of Wichita Falls
Darron Leiker, City Mana�er
(seal) (seal)
ATTEST: ATTEST:
Lydia Ozuna, City Clerk
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