Res 022-2025 Execute New Potable Water Purchase Contract with Wichita Valley Water Supply Corp 02/18/2025 Resolution No. 22-2025
Resolution authorizing the City Manager to execute a new Potable
Water Purchase Contract with the Wichita Valley Water Supply
Corporation
WHEREAS, the Wichita Valley Water Supply Corporation (WVWSC) is organized
and established under provisions of the laws of the State of Texas, and is responsible for
operating its own water distribution system, and providing water to retail customers within
its authorized service area as described within the Contract; and,
WHEREAS, City of Wichita Falls (City) owns water supply reservoirs, water
treatment plants, and a distribution system with sufficient capacity to serve the present
and future customers of the City and the estimated number of retail water customers to
be served by the WVWSC; and,
WHEREAS, WVWSC entered into a Potable Water Purchase Contract with the
City on August 6, 1991 , and subsequently agreed to multiple modifications to the contract,
and this Contract replaces all prior contracts relating to the purchase of potable water;
and,
WHEREAS, immediately prior to the effective date of this Contract, the WVWSC
was not obligated to purchase Water from the City, and the City was not obligated to sell
Water to the WVWSC; and,
WHEREAS, by resolution of the Board of Directors of WVWSC enacted on the
20th day of January 2025, it authorized the continued purchase of water by the WVWSC
under the terms of this new, mutually agreed upon Contract; and,
WHEREAS, the Council examined the proposed Water Purchase Contract
between the City and the WVWSC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The City Manager is authorized to execute a Potable Water Purchase Contract
with the Wichita Valley Water Supply Corporation in a form approved by the City Attorney.
PASSED AND APPROVED this the 18th day of February 2025.
MAYOR
ATTEST: Q ��
Ul�-�77 Vtti
City Clerk
Potable Water Purchase Contract
THIS CONTRACT for the sale and purchase of potable water(the"Contract")is entered into as of the day
of 2025,between the City of Wichita Falls,Texas,hereinafter referred to as"City,"and the Wichita
Valley Water Supply Corporation, hereinafter referred to as "Customer" (City and Customer are collectively the
"Parties").
WHEREAS, Customer is organized and established under provisions of the laws of the State of Texas. One of the
duties of Customer is the operation of a water distribution system serving water users within Customer's authorized
service area,and to accomplish this purpose,Customer requires a supply of potable water;
WHEREAS, City owns several water reservoirs and a treatment and distribution system (the "City System") with
capacity capable of serving the present customers of the City System and the estimated number of water users to be
served by Customer;
WHEREAS,City and Customer 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 between the Parties relating to
the purchase of potable water("Water");
WHEREAS, immediately prior to the effective date of this Contract, Customer was not obligated to purchase Water
from City and City was not obligated to sell Water to Customer;
WHEREAS,by resolution of the Board of Directors of Customer enacted on the."",2DA day of;:`:raInV i.r y ,
2025,it authorized the continued purchase of Water by Customer under the terms of this new,mutually agreed upon
Contract;
WHEREAS,Customer is responsible for operating its water distribution system("Customer System"),and providing
Water to its authorized service area as described herein;and
WHEREAS, Customer is required by Texas Commission on Environmental Quality ("TCEQ") regulations to
implement 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 Customer may execute with any third
party purchaser of Water.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for value received, City and Customer
mutually agree to the following,to wit:
1.0.Delivery of Water.City agrees to sell and to deliver Water under this Contract to Customer at the delivery point(s)
specified herein,and Customer agrees to take at the delivery point(s)all Water required for use during the term of this
Contract,not to exceed the annual quantity of Water. The quantity of Water to be furnished by City to Customer shall
not exceed: the specified volumetric rates in gallons per minute in Table I ("Maximum Allowable Discharge"),
36,000,000 gallons per month ("Monthly Quantity") in any given month, or 219,000,000 gallons per year("Annual
Quantity")in any Water Year;unless a greater amount is approved in writing by City."Water Year"means the period
October 1 of each calendar year through September 30 of the next following calendar year. Customer shall not take
more than the Annual Quantity without prior written consent of City. Customer agrees that City is under no obligation
to provide Customer with a sufficient amount of Water for Customer to meet its minimum production,storage,service
pump, or pressure maintenance requirements, or any other requirements imposed on Customer under Texas
Administrative Code,Chapters 290 or 291,or any other requirement of law. Customer 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.
1.1 Delivery Point,The delivery point(s)shall be connected to City's distribution system at a location with satisfactory
excess capacity subject to the approval of City. Each delivery point(s)shall have an associated Maximum AIlowable
Discharge in units of gallons per minute for use in normal operation. The Customer shall immediately report any
exceedance of the Maximum Allowable Discharge to the City and take reasonable efforts to remedy the cause of the
exceedance. Each delivery point(s)and its details are provided in Table 1.
Table 1. Delivery Point Details
Delivery Delivery Point Location CWF Line Meter Maximum Allowable
Point I.D. Diameter Diameter Discharge
1 East side of FM 369 and 1,030 ft.north of Kell Blvd. 8 in. 4 in. 670 gpm
2 East side of FM 369 and 4,075 ft,north of Kell Blvd. 12 in. 6 in. 72 gpm
3 West side of FM 369 and 50 ft. south of Rogers Rd. 8 in. 3 in. 150 gpm
1.2 Quality of Water. City will exercise due diligence and follow best management practices to meet the applicable
drinking water quality standards for Water and any requirement of law for Water furnished to Customer pursuant to
this Contract.
1.3 Customer System Requirements. Once Customer takes Water from the delivery point(s), Customer is solely
responsible for complying with the requirements under Texas Administrative Code,Chapters 290 or 291,or any other
requirement of law. Customer shall have the responsibility to transport the Water from the delivery point(s) to its
consumers,including imparting additional pressure to adequately serve Customer's consumers.
1.4.Metering. Customer shall furnish, install, operate and maintain at its own expense at the delivery point(s), the
necessary metering equipment, including a meter house or pit, and required devices of standard type for properly
measuring and recording the quantity of Water delivered.City and Customer shall agree on the type of any replacement
meter before purchase by Customer.Metering equipment shall be calibrated by Customer whenever requested by City,
but not more frequently than once every 12 months. Within 30 days after such calibration, Customer shall furnish a
certification of such calibration to the Director of Public Works of City,or his designee.A meter registering 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 shall be corrected for the 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 Customer shall agree in writing upon
a different amount.If Customer's measuring equipment is out of service for 30 days or more,City may purchase,install
and maintain any required measuring equipment,as determined by City,and charge the expense therefore to Customer.
During any reasonable hours, City shall have access to the metering equipment. City shall further have access to all
records pertinent to determining the measurement and quantity of Water actually delivered.Customer agrees that City
may furnish,install,operate and maintain check meters, should City so choose. Customer also agrees that the design
and construction of its metering equipment will facilitate City's installation and operation of check meters.
City will read the Customer water meter on the first normal work day of each month during the term of this Contract.
Customer and City shall have free access to read meters daily if they so desire. City will provide Customer,no later
than the 10th day of each month,with an itemized statement showing the amount of Water metered to Customer during
the preceding month and the resulting charges. Customer shall pay to City the amount of the itemized statement no
later than the 20th day of the month in which the charges are billed.
All services on Customer's System shall be separately metered.
2.0.Water Rates.Until changed by City, the cost of Water purchased by Customer shall be $4.2657 per 100 cubic
feet. The rates to Customer for 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 Customer. The new rates will become effective at the beginning of each Water Year. Adjustments to rates
does not constitute an amendment to the Contract. If Customer exceeds either the Monthly Quantity or the Annual
Quantity,the City shall be entitled to bill for such exceedance and Customer hereby agrees to pay for such exceedance
at 2.0 times the water rate.
Page 2 of 8
2.1.Annual Changes to Water Rates.Customer authorizes the rates for Water to be changed annually,based on the
following rate setting principles:
a. Revenue requirements to be determined on utility basis at the agreed test years' original cost
adjusted 30%toward current cost to cover its cost as a compensation for ownership.
b. The test years shall be the average of the City's previous three years' audited fiscal records. The
peaking factor will be calculated similarly;using an average of the max month for the last three years
divided by the average 3-year monthly consumption.The consumption and peaking share play a large
role in assigning costs between the wholesale and retail classes.
c. City to receive a Rate of Return on the agreed adjusted value Rate Base equal to a composite of 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.
d.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.
e,A flat rate(volume 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.
f.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 allocated among all wholesale customers on current use basis.
The rates will be considered changed on the later of(1)the date City's Director of Public Works sends a written Notice
of Rate Modification to Customer's address as provided in this Contract or(2)the effective date of the aforementioned
Notice of Rate Modification.
2.2.Disputed Rates.Customer stipulates and agrees that the rate,rate setting methods, and policies specified in this
Contract are fair,just,and reasonable,and without discrimination. Further,if Customer 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 Customer must send a written Notice of Appeal,containing the written approval of
the Directors,to City's City Manager,30 calendar days after City's written issuance of the new rates to the Customer.
To be effective,such Notice of Appeal must contain a statement,sworn to by all directors of Customer and all experts
the Customer intends to use to assert the improper,unjust,or unreasonable manner of the rates,that entirely states the
full and complete basis upon which the Customer believes that the rates were improperly, unjustly or unfairly
established.Upon receipt of the Notice of Appeal,City's City Manager will consider the appeal and examine the rate
determination process and result. If City's City Manager determines the appeal is well founded,he/she may reconsider
the rates and issue new,higher or lower rates based on the information submitted and other information determined by
subsequent investigation thereof.
If Customer at any time disputes the amount to be paid by it to City,Customer shall nevertheless promptly make the
disputed payment or payments.If it is subsequently determined by or agreed that the disputed amount paid by Customer
should have been less or more,City shall revise and reallocate Customer's payments in a manner that Customer or City
will recover the amount properly due.
If a court,the Commission,or any federal or state regulatory authority finds that City's rates or policies for delivering
Water to Customer under this Contract are unreasonable or otherwise unenforceable,City may immediately terminate
this Contract without liability to Customer. By signing this Contract,Customer stipulates and agrees that City and its
other customers will be prejudiced if Customer avoids the obligation to pay the rates for Water specified in this Contract
Page 3 of 8
while accepting the benefits of obtaining Water from City.Nothing in this Contract shall be construed as constituting
an undertaking by City to furnish Water to Customer except pursuant to the terms of this Contract.
2.3. 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 Customer from the Delivery Point,the amount of the tax, assessment,or charge shall be borne by
Customer, 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 Customer,then Customer 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 Customer shall,if not paid when due,bear interest
at the Texas post judgment interest rate set out in Tex. Finance Code. § 304.003,or any successor statute,from the
date when due until paid.If any amount due and owing by Customer to City is placed with an attorney for collection,
Customer shall pay to City,in addition to all other payments provided for by this Contract,including interest,City's
collection expenses, including court costs and attorneys' fees. City shall, to the extent permitted by law, suspend
delivery of Water from the Delivery Point to Customer if Customer remains delinquent in any payments due hereunder
for a period of 60 days and shall not resume delivery of Water while Customer is so delinquent and may,at its option,
terminate this Contract without further liability to Customer.City shall pursue all legal remedies against Customer 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.Purpose and Place of Use.Customer shall not be required to furnish Water to any resident of City.The Parties
hereby agree that City shall continue to serve these areas. If City extends its City limits, Customer will continue to
provide Water to any consumer of Water from Customer until City is able to extend its own distribution system to
provide such customers with City's Water. The Water will be used for municipal use, including residential and
commercial uses,by Customer within the authorized service area of the Customer. Customer's authorized service area
is the area Iocated within Customer's Extraterritorial Jurisdiction("ETJ")boundary/the area authorized in Customer's
certificate of convenience and necessity("CCN")No.10268. Unless written permission is obtained from City,Water
shall not be provided to other municipalities and/or residential and/or commercial subdivisions outside the authorized
service area. Such permission will not be given to serve a subdivision within the City's Extraterritorial Jurisdiction
("ETJ")unless the subdivision complies with the Subdivision Regulations of the City of Wichita Falls. Customer shall
not sell any Water to any private party for resale by such private parties to third parties. Customer shall be allowed to
make single connections to Customer system with notification to City of such action,provided the Annual Quantity
allowable as set out in the Contract is not exceeded. Customer shall not sell Water to any consumer outside of the
Customer's authorized service area without the approval of City.
3.1.Subsequent Sales of Water/Connections.City and Customer agree that for any area of service being provided
by Customer that Customer will comply with applicable City procedures for purposes of connection and connection
approvals in any area lying within City's ETJ boundary(or within the city limits). Further,it is agreed by City and
Customer that in the event of a prospective customer's application for service outside of City's ETJ boundary,no pre-
conditions are to be established or enforced by City in connection with any request for service made by any applicant
for water service.
Customer expressly agrees that it will not furnish Water to any user without first requiring proof from the applicant
that the property to be serviced has been platted in accordance with Texas Local Government Code Chapter 212,as it
may be amended from time to time,within the Contract term.When a meter is approved by the Customer,such approval
shall be tied to the land and automatically approved to the current owner of the land.
4.0. Water Shortages. In the event of an extended shortage of Water, or the supply of Water available to City is
otherwise diminished over an extended period of time so that it becomes necessary to ration the Water sold to citizens
of City,the supply of Water to Customer shall be reduced or diminished in the same ratio or proportion as the supply
to the citizens of City is reduced or diminished.The Water to be distributed shall be further divided in accordance with
Texas Water Code§ 11.039.
Page 4 of 8
4.1. Water Conservation and Drought Contingency Plan.The Customer agrees to implement 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 Customer may execute with any third party purchaser of Water.
Further, the Customer agrees to initiate at least the restrictions of said Drought Contingency Plan that are being
implemented within the City.The Customer may implement more severe restrictions than City,but shall not enact less
severe restrictions than are currently in effect in the City.If Customer fails to implement a drought contingency 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 any applicable wholesale water contracts,including this
Contract,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 Customer when Customer 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
would be necessary to satisfy Customer's demand if Customer was operating in compliance with both City's and
Customer's Drought Contingency Plans.
5.0. Rules and Regulations. To the extent permitted by applicable law, Customer's tariff and applicable TCEQ
regulations,Customer expressly agrees that it will not furnish Water to any user without first requiring proof from the
applicant that any wastewater generated from the use of Water supplied will be disposed of in a manner consistent with
current TCEQ regulations. Customer agrees to terminate water service to any user with a continuing unabated public
nuisance,as defined in the Texas Health and Safety Code,upon receiving written notice requesting such termination
from TCEQ or its designated representatives.
5.1. Backflow Protection. Customer 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 authority to disconnect the Water until correction
within the Customer System is made.City shall also have the right to suspend delivery of Water in the event Customer
fails to construct,maintain and operate City's portion of the water distribution system in substantial compliance with
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 Customer in writing of such
noncompliance and affording Customer a reasonable opportunity to correct such noncompliance.Provided,further,in
no event shall City suspend delivery of Water to any portion of Customer's system not necessary in isolating the location
of such noncompliance.
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. Either party may cancel prior to expiration of a term for breach or non-
performance.City may cancel this Contract at any time during any term of the Contract in the event Customer fails to
make any payment due hereunder within 60 days after same becomes due or,if the Customer breaches any covenant
herein other than payment of the monthly statement,and such breach continues for 60 days after City gives Customer
written notice thereof.
7.0.No Assignment or Discrimination.This Contract shall not be assignable by either party without the approval of
the other 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 contractor relationship, and the
employees of each party shall never be considered the employees of the other party.
9.0.Notices to Customer.Notices from City representatives to Customer issued pursuant to this Contract shall be
effective when sent to the Customer at the following address: Wichita Valley WSC
P.O.Box 550
Holliday,TX 76366
If a document is sent to Customer via certified mail, notice shall be considered received by the Customer if a
representative of the Customer fails to sign for or accept said document within 5 days after receipt thereof.
Page 5 of 8
10.0.1 ilk..to Water.Title far liability pt.,Toses to al:Warr hcrcime.c..-to Ci tnnic IirI.b• in [:its• the
DAiVOry, 1 which point title shall puss w Not wilbstandlg,,Customer will not obtain any water
nay .....asie4.....ater el:T.1033A Or 11:0 Girril•ra3al.iini tlw.recif.
[I.) (.iiy Right En Exocute uthr 'Water Supply Cainirucl . Cii.v maintains its right to enter into any other water
1-01.1t rcrienoii
12.0. No Third-Parr'. Benetleiaries.
This Conlraet shall inin-.. ..111;y 10 1111 1-1:7'H'i ii.11,. persens not privy"nTrot..-,..shnl. an:,
form cr.•manner, .:• ;:i.11 ! Thu 1.1[ puly1.101.0to J;;I:1
for the fulfillment of its customer ...io:ttiacts or cornrni':inc:-.75, and City sitar_ not '')e consulted to ht.
eugtorner'N.contract;or cmnir hy virtue ofth i o ;my pmvisiott cunlained herein
13.0.Choice of Venue.
Ail acts perfonnallie.undo:-Clic terms oftlf:s Contrarflar_d arour.-_s due under thisContact, H.:ding,but :
to, im.yments due tinder Of 4.i171.111.3.17M lb:the .711-e•e_ch.ul %his Cor:f..nict, shall be paid aril:. be.4-5.,.L
Coury, 7exas, said.Wichita C: the place of performancc n.2.r,...:ed to by !I) I is
lii thc: ("N(1)",, ar,v leg a] is brottg-nt LI iziforix this Ur ally proi,:ision sni II
brought solely in Wichita
14.0. Fledge of.Reivenue.
Cuozyrriel- pxyriiCritS to be roa.de by t undc:this Contract shall
11.4 56"..um iirid Hat V.:t will be made from the revet::::.7 ;tS Wier
and as detenai.ined that supp 1...! he obtained from(..ty
..1 1!;.: 711';:.‘;-n71.1 1.111C opmrario-_, system] and is the only availalic,e and
r V. nod, ac:cati17:171..ily, roquir....id by this Cnri.ra-.2.1 to be miLt'ic by C1F:1'017.7'
(.:lls"-otiter . cjn u 1 t the
: I.Fyi 1:;!! .." r SyS,CIDS p: any
to inak...• hLF: Il.LII. fin suet 1-iond.3
1)7 1:ctitzd.ricT by Ckls:omer with Li.: or a:13: loan to Ca.‘:i.,:imer from T..t.t
for tinr,ricmg CitFicmer'. water ystem. 7t:s7.‘rtie.1-',A !I, IhL Fnmj :::.tatrs of
[Or 7.11'1:1.11g (11.1.5:°MCI'S waler system, City ar.L1 C.1.2 iii, d ui :1!
Customer tiroughout the E.:::rn of this.Contract to contitDo.. 1:.. :! • 7'11101. fix
and LT11: C.' ii S fi)r).1.1.1e,k7T S'1:1710:(7.O5 ti be.sur,11:i..:i its ye.:JEL:r • :C.',Cr....11,
amour_: : a I its pay:I:C.11%N L1iderlEi C.:r•.!ra•••1 all ollic:;,ta".0;:--t!':a rLqu::.e fr.CnC
lb:f. 1'I 4 Eldb(lTiZiTIF Tr521711W Db/igatigaS 1.1.0W 1101':::,17.C.CCI...1:;1.1.1.1:..117. .
00-1C:P.101 SC..11;1_1, .111 I, ic.,11 in writing by l . iii • r...•:i...nn..-..re;wctn Cly and f'• [LT, all paymonts due :7...
are to he made freini the revrtuc and income received by Customer from the ownorshp and operation cEiis
water 3ystern_
15_0_1ni1tmtiiIv, 1.1.:S1(1.1-1171-S.7.11 11 !..1 1.1 d hanri:ess C
rcirri n11.suits,V_ClitirLF.t. .11 1:.1.11.L7 1 I'.1-7.11:UFA iTIL:111L171P: fe CS kliid Z.:1▪...1.'011 CS bro.ipl.i,
5tiy hFiar.e tu, 1.:-.opertii Lii camneetnn, with Li::
thiS Cc.r,lract. Customer tr defend. inderninh:and I I:
1:1(11]:".:(,1y1.11i..."71UI 1',-.C.:4111.1111:4;. W12,1; :1 7 1.1.:1I Iii1,S1'.;1711-WILOthCr 1110 ir. p hi
ti1:1 1-CtS, i:I.Cily itS OffiC47s,.;-kr2gr;...: ',lily .N:1112 it i On Di C it
ProP6ttY-
116.0. AnloridrnentS to be in I no l'artics t.:: thLt C.OntraCt a33e,c ILL;,z1 ;ill vc.vi6iom
(9.-:r.rtact and i•xhibits hereto a:.c the 5idietricras
pi LI"):. oi. or eCC. u modificaton,
alill.C1.11±1:1CP::: or addition to thri..3 valid utit!:-s writ;itg by all ?artiL'H CX:XTI:that rate:, mEy
be osdAblbltud by Ci.ly as provided above.
Pa.gc 6 of
17.0.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 affect.
18.0.Force Majeure.If by reason of force majeure any party hereto shall be rendered unable wholly or in part to carry
out its obligations under this Contract,other than the obligation of each Party to make the payments required by the
Contract, then if such party shall give notice and full particulars of such force majeiire in writing to the other Party
within a reasonable time after occurrence of the event or cause relied on,the obligation of the Party giving such notice,
so far as it is affected by such force majeure,shall be suspended during the continuance of the inability then claimed,
but for no longer period,and any such Party shall endeavor to remove or overcome such inability with all reasonable
dispatch. The term"Force Majeure"as employed herein shall mean acts of God,strikes,lockouts,or other industrial
disturbances,acts of public enemy,orders of any kind of the Government of the United States or the State of Texas,or
any Civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes,
storms,floods,washouts,droughts,arrests,restraint of government and people,civil disturbances,explosions,breakage
or accidents to machinery,pipelines or canals, partial or entire failure of water supply, or on account of any other
causes not reasonably within the control of the party claiming such inability,excluding negligence.
19.0.No Waiver.Failure of City to enforce a provision of this Contract does not waive any future right to enforce that
provision.
20.0.No Joint Venture.The Parties to this Contract agree and acknowledge that this Contract does not create a joint
venture, partnership, or joint enterprise, that each Party is not an agent of the other entity, and that each Party is
responsible in accordance with the laws of the State of Texas for its own negligent or wrongful acts or omissions and
for those of its officers, agents or employees in conjunction with the performance of services covered under this
Contract, without waiving any governmental immunity available to City or Customer under Texas law and without
waiving any defenses of City or Customer under Texas law,
21.0. Interpretation and Recitals. This Contract shall not be considered to be mutually drafted in accordance with
negotiation between the Parties hereto. Accordingly, it shall not be interpreted against City on the basis that City
supplied its language or for any other reason.Recitals shall be incorporated into and become a part of this Contract.
22.0.Waiver of Attorney's Fees.If any action at law or in equity is neccstiaty to enforce this agreement,each party
agrees to pay its own attorneys'fees and will not seek to recover its own attorneys'fees from the other party.All parties
understand that Texas Local Government Code subtitle C, §271.153(a)(3)provides that the total amount of money
awarded in an adjudication brought against a governmental entity for breach of a contract includes attorneys'fees.All
parties expressly waive all statutory and other rights to recover attorneys' fees in§271,153(a)(3)and all other laws.
23.0. Contractual Damages Limitation.The City is not liable for consequential damages,exemplary damages, or
damages for unabsorbed home office overhead.
24.0.Governmental Function.All parties agree that this contract is one that pertains solely to a governmental function
taken by or on behalf of the City of Wichita Falls. All parties expressly agree that the City is not engaging in any
proprietary functions.
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.
Signatures to follow
Page 7 of 8
Wichita Valley Wate pply Corporation City of Wichita Falls
City Manager
(seal) (seat)
ATTEST: ATTEST:
Al.A1 . a4414-41 Ja-rwger City Clerk
APPROVED AS TO FORM:
City Attorney
Page 8 of 8