Res 059-2010 5/4/2010 RESOLUTION NO. 59-2010
Resolution Authorizing The City Manager To Execute A 20-Year
Potable Water Purchase Contract Providing For The Sale Of Water
From The City Of Wichita Falls To The City Of Scotland
WHEREAS, the City of Scotland (Scotland), a Texas municipal corporation,
operates a water distribution system serving water users within its authorized service
area, and to accomplish this purpose, it requires a supply of potable water;
WHEREAS, the City of Wichita Falls (City) owns water reservoirs and a
treatment and distribution system with capacity capable of serving its present
customers and the estimated number of water users to be served by Scotland;
WHEREAS, the City and Scotland entered into a Water Purchase Contract on
February 2, 1971, and subsequently agreed to multiple modifications to the contract,
and this contract will replace all prior contracts befinreen the parties relating to the
purchase of potable water;
WHEREAS, immediately prior to the effective date of this Contract, Scotland was
not obligated to purchase Water from the City, and the City was not obligated to sell
water to Scotland;
WHEREAS, by resolution of the City Council of Scotland enacted on April 12,
2010, Scotland authorized the continued purchase of water under the terms of this new,
mutually agreed upon contract;
WHEREAS, Scotland is required by Texas Commission on Environmental
Quality regulations to implement and enforce the City's Water Conservation and
Drought Contingency Plan through all subsequent sales of water, and Scotland has
agreed to include this obligation in any subsequent contract for sale of this water to third
parties; and
WHEREAS, both cities have examined the proposed Potable Water Purchase
Contract between the City and Scotland, and the cities have determined this contract to
represent reasonable terms for the sale of water to Scotland.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WICHITA FALLS, TEXAS, THAT:
The attached Potable Water Purchase Contract is approved, and the City
Manager is authorized to execute said document, with such changes to form as are
approved by the City Attorney.
PASSED AND APPROVED this the 4th day of May, 2010.
MAYOR
ATTEST:
�
�
t Clerk
Potable Water Purcl�ase Contract
THIS CONTRACI' for the sale and purchase of potabEe water (the "ConUacf� is entered into as of the _tFi day of
' ' 2010, between the City of Wichita Falis, Texas, hereinafter referred to as "City," and the
City of Scotland, hereinafter refernd to as `Customer" (City and Customer are collectively the "Parties").
WHEREAS, Customu is organiud and estabiished 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 suppEy of potable water;
WHEREAS, City owns several water reservoirs and a treatment and ciisVibution system (the "City System") with
ca{�acity capable of serving the present customers of thC City System and the esamated nvmber of water users to be
served by Customer,
WEIEREAS, City and Customer entered into a Water Purchase Cantract on Februarv� 2, 1971, and subsequently
sgreed to multiple modifcations to the contract, and this Contract replaces all prior contracu between the Parties
relating to the purchase of potable water ("W ate�");
VI��REAS, immediately prior w the effective date of this Coniract, Customer was not obligaied to purchase Water
from City and City was not obligated to sell Water to Customer;
WHEREAS, by resolution of the Ciry Council of Customer enacted on the � day of _
2010, it authorized the continued pur�hase of Water by Customer under tfie terms of this new, m ly agreed upon
Contrac�
WNEREAS. 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 Condngency Plsn through all subsequent sales of
Water and shall include such obligation in any subsequenf contract for sale that Customer may execute with any third
party purchaser of Water.
NOW, T}�REFORE, KNOW ALL MEN BY THESE PRESENTS, that for value received, City and Castomer
mutually agree to the following, to wit:
f.0. Delivery of Water. City agrees tn sell and to deiiver Water under this Contract to Customer ai the delivery
point(s) specifced herein, and Customer agees to take at the delivery• point(s) all Water required for use during the
term of this Contract, not to exceed the annuat quantity of Water. The monthly quantity of Water to be furnished by
Ciry to Customer shatl not exceed 11,000,000 gallons per month ("Motuhly Quantity") not to exceecf a maximum of
67,OOO,D00 gallons per year ("Annual Quantity") in any Water Year unless a greater amount is approved in writin�
by City. "Water Year" means the period October 1 of each calendar year tfvough September 30 of the next following
calendar year. 'I'he Monthly Quantiry is calcuiated as the amount of water Customer consumes in a nwmal monthly
billing cycle. Customer shall not take more than the Annual Quantity without prior written consent of City.
Customer agreas 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 294 or 291, or any other
requirement of Iaw. Customer also agrees t6at City is under no obligation to increase any of its water utility
infrasWCture or capacity in order to safisfy any of the provisions of this Contract.
1.1 Delivery Yoint. The delivery point(s) shall be located on an eight inch (8'� main on the west side of US 281, 150
fcet south of Callie Cove; or another satisfactory delivery point with the approval of City.
1S Qnaliiy of Water. City wilt exercise due diligenoe and follow b�t managemaut practices to meet the applicabfe
�B a'� 4�ty stendards for Watar and arry requirament of law for Water furnished fo G�stomer pu�snaat to
this Contrad.
, �
13 Cnstomer System Requirements. Once Custana takas Wabcr fr� the delivery point(s}, Custamer is solely
res�ble foc comPlying with the requirem�ts under Texss Admiaish�etive Code, Chapters 290 or 291, or aay
other teqnirement of faw. G�nnor shall hava tlne rasponsibility to transport the Watet 5nm the delivecY Poi�(S) b°
rts oonsamus, inclading impazting additional pressure W adequately serve Customer's consumas.
1.4. Meteriag. G�stomer shall fornish, ins�tall, oPerau and nnamtain at its own expense at the deliverY Po�s). �
n � Y �� �Pment, mclad�n8 a meter house or pit, and required devices of standerd type for properly
measuring and recording the quantily of Wabu deliv�ed. City snd Custasmer shatl agree on tLe type of sny
replacemeat metea' beLoro pucchese by Customer. Met�ua8 e9nipmeat sball be calibrabed by Cnstoma' whe�ever
t�aquasted by Cily, but not more 5+equeutly thaa. once evary 12 months. Witlrin 30 days efter such calibration,
((�usbomer shat( fiunish a certification of such calibtation to �t►e Dinxtor of Public Works of City, or his designee• A
meter registaring not more than 2°� abova or balow the caDed capacity of the meter shall be deamed accurate_ The
p�evious raedmg of any meter disclosed by test tn be inaccurate shall be corrected foc the 12 months previous to suct►
test in accordance with the pa�cmitage of inaccucaey fouod by such tests and e�sting records. If any meter fails to
register for any perial, the amount of Water furnished during such peiiod s6all txi deemed to be the amount of Water
diva�ted in the correspomding p«iod immediately p�ior to the failnre, basad on a�osting reco�ds unless City and
Custom� shall agee in writiag upoa a different emouut. If Gtistomds measaring equipm�►t is out of savice for 30
days a' more, CitY °�Y P���s iastall end maintain a�ry reqaired meas�erm8 equiP�cnt, es d�aminea bY City, and
oherge the expmse tF�efore to Costomer.
During aay teasonable 6outs, City shaEl have aocess to the metesing equipmeat. City shalt fuRher have access to all
moords pertine�t to demrmining tho measarcme.nt and quaatity of Water actually delivered. Custanet agrees that
City may furnish, install, ciperatc sod main� checic meters, shoutd Cay so choose. Cl�sbomer also agees that the
>. desi�n and conshuction of its metuimg equipment will facilitata City's instsipation and opexation of c�eck meters.
. City wil[ read tha G�stomer water metm' on the first namoal work daY of eac� m�th during the tenn of this Contcact.
• Customer and City shall have froe accxss to cead mebers daily if they so desue. City will provide G�rsbomer, no ]aber
. tb,en tha lOW day of each moat6, with an itamized statement showinB the amount of Water metered to Gbstom�er
duriag the preceding month and the resutting charges. Customar shall pay to City the aznount of the ibe�uiad
statemeat no lstea than the 20t5 day of the month in wfiich fhe charges are billed.
All s�viees on G`�stomer's S}�stem shall be separately mdered.
2.0. Water Ratea. Until clianged by City, the cost of Wata' parchased by Custamer shall ba $3.18A5 per 1,000
gallons or 523820 per 100 cubie feet. T1�e rates to Customer for Waber shall be subject to ehange each year as a
result of a cost-of-sejvice sd�dy nsuog the rate principles in saction 2.1. Whea a oost-of-service study is conducted,
City will pravide the msalts sod the new retes w Gws6�mer. Tbe new rates will become e�iective at tha begim�ing of
eac� Water Yeac Adjustments to rates doea noR constitute aa amendment to the Cont�et If Cusnomer wccoeds
eitha the MaaNhly Quantity or the Annuai Qaantity', tLa City shall be e�itled to bill for such excx�deace and
Customw herebY 8 �g m PgY for sucfi euceedance at 2.0 times the wata� reto_
2.1. Anaaal CLanges to Wat� Rates. C�stamer aWhorizes the rates for Water to be c6anged annually, based on the
foUowing rate sattin6 �xinciPles:
a. Revenue roquiranents to be d�tamined on utility bffiis at aa agreed test year's original Cost adjustad 30%
toward cuirent cost to cover its cost and as oompensation for ov�meisfiip. The test year sbetl be the most
m.cent aadited City fiscal year_
b. City to receive a Itate of Retum on ihe agreed adjusted value Rate Base eqi�al to a compacite of the
utility's test year embedded cwst of money weighud on tha debt portion of cepital imes0ed in plant ia service
n.�.e o .,f a
and the utilit}�'s latest crost of maaey weighted on the ramaining equity portion of plant in seavice to coves its
ris�s.
' a A11 existimg mservoirs and a�.sociatad facilities to be included in common rate basa. Wholasale customecs
as class (either raw vvab� only, raw water ttansmitted, h�ed watea� only and ttansmitted treated water) v�n'[1
PaY theu propordonaza s6are of all costs besed on curreat uae.
d. A flat rate (volume only), shall be charged, with allocation of 100% curtent use to encourage conservation
and thereby resulting in e�cient utili7stion of tlie water system; provided, howaver, that the amouni billed
cach moaRh sball never be less thea any ag�ad moathly miaimum charge.
e. The risk of financing all firture raw water hensmission lines and raservairs must be bome by the City
Watar utelity, aad a13 coets will bo allocated to all wholesale costomers on etment use basis.
The �ates will be wnaidei+ed cbangod an the laux of (1) the date City's D'aector of Public Works seads a written
Notice of Rste Modific�tioc► to Custome�'s address as provided in this Contract or (2) the effec4ve dste of t�e
aforeme�ioned Notice af Rate Modification.
2.2. Disputtd Itatea Customec stipulabas and ag�es that the tate, rate settiog tn�hods, and policies specified in this
Contcect are fa� , just, and ieasonable, end without diacrimination. Further, if C�.stomes believes tltat rates hsve been
modified in a menner tLat fnils to conform to the afaarementia�d principles or aro otheawise established in a maz�aer
that is not just or reasonabk, then Cusfiomer must sand a written Notice of Appeal, containing the writl�n approval af
tha D'uecxors, to City's CiR3' Manager, 30 celendar days afta City's vvritten issuance o� the uew rates to the
Gwstomer. To be effective, such Notice of Appeal mast contain a statemenf, swom to by all dicx#ors of Customer
� and alt exports the G�sbomer intends to use to assert tha imprope , unjust, or uareasonable mannea' of the rabes, that
• �tiraiy atates the full and compl�e basis upon wfiich tfie Glistomer believes if�at the cates weie improperly, imjnstty
or writ'mirly establishad. Upon ra:aipt of the NaRice of Appeal, City's City Manager will c�sider the appeal and
examme the rata daermination process and resiilt If City's City Maaag� datemoines the appeai is wetl founded,
• hdshe may ra:onsider the rates and issue new, higher or lawer rates based � the information submittod aud ather
mformatia�n detetmined by sabseqav�rt imestigation thmea£
If C�oomer at tury time disputes We amount to be paid by it to City, Cvstomer shall neverthe[ess promptiy make the
disputod payment or payments. If it is subseqaendy determmed by or a�rad that the disputed amom►t paid by
C�utaaaer should have bem less or more, Ciry shall ievise aad realloca�e C�stomer's paymarns m a manner tbat
Gtistomer or City will recover the amovnt ProPe�IY due.
Tf a conrt, the Commission, oar eny fade.st a� stete regulatory auWority finds t6at City's rates � po�icies for delivering
Waber b� Customer under this Contract are unree�onable ar otherwise unenfor�cxable, City may immediately terminate
this Conhact wifhout liability to Custa�er. By signing this Contrect, G�stoma� stipnfates and agrees that City and its
offi� customers wilf be piajudiced if Custom� awids the obligation to pay tho iabas fvr Wat� spaciS�ed in this
Contract whiie accepting the benefits of obtaining Water from City. NWLing m this Conhact shall be construed as
constid�ting an imdertaking by City to fumish Wabec to (�stomea exc�ept pursuant to the teims of this Contract �f
CvsWma ini� or P�tic1Pates m ffiY P�aB �►S City's iates ead policies under thia Coatract snd
advocetes a position thnt is a�dverse to Cily and CitY Fmvails, Custnm�r s6s11 pay City frn its expenses, meluding
auomeys' £xs and expert witness fees, in the proceeding within 30 days after City's demsnd for paymmt
Notwithsmnding, City shall never have any obl�tion Lo pay the auomeys' fees or expert fees of Costomer es a result
of any fee determinatioa or proc�eding relating w this Contr�cx.
2.3. Addilioasl Charg�. In the event thai any sales or use taxes, or taxes, assessmc,�►ts, or charges of azry similar
nature are imposed on dive�fing, storing� deliverin8 8���& �P�& �in� selling, vsing or consuming the
Watar croeived by Costome,r fraam the belivery Point, the amonnt of the tax, essessme�, or charge shall be bome by
Customer, in ed�ition to all ather chargos, aad wl4�ever City shall be tequired to pay, �llect, or rcmit aay tax,
assessment, or cl�arge on Water received by Cusbomer, then Customer shall promptly pay or reimburse City for the
t�c, assessment, or charge in the mannor directed by City.
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2,4, Defauit in paymen�. All amot�nts due and owing to City by Cnstomer shall, if twR paid when due, bear interest
at the Tmras Post�ndgment interest rate set out in Tex Finance Code. § 304.003, or acry succe.ssor starirte, &om the
dabe whea due imtil paid if a¢►y emouat due and owing by �tstoma w City is placed with an attanoy fur coflcction,
C�s[omer sHall pay to City, in addition to all other paymems provided for by this Contract, including interest, City's
wllection mcpenses, including wurt costs aod atborneys' fees. City shall, w the exbeat petmiited by law, suspend
delivay of Water from the Delivery Poiat m C�boma if Customer remains delinque� in anY PaYments dua
hereunder for a period of 60 days and shall not resume delivary of Water while Cuswmar is so �linq�►t and may,
at its option, tarminatie flus Contract without fiather liability to Customer. City ahall pwsue all le�l remedies sgainst
Customer to onforce and proted fhe rights of City, City's customeis, and the holders of City's bonds. It is �ndersWOd
that the for�oing provisions a[e for the benefit of the holders of City's bonds.
3.Q Parpoeo and Piace of Use. Custwner shstl not be reqoaed to furnish Watec w aory resid�i of City. The Parties
heaeby agree that City shell continue to serve theso aross. If City exbends its City timits, Cnstomer will continne to
pmvide Watar to any conswner of Water from G�stomex until City is able to extead its own distn'bution system to
provida eoch customers with City's Water. The Water will be used for munic�ipe� use, iaclading resideutial �d
commercial uses, by C�soa�a wit6in the authorized service aiea of the Customer. Gwatomer's authoriud service
area is [the area locatod within G�stome�s Extratersitoriat 7orisdiaion ("ETJ") bounderyl /[the area a�rthori�ed in
Customes's cerlificsbe af convenieace and mecessity ("CCN'�l. Unlass writtea parmission is obtained from City,
Waw sbffi1 not be provided to other municipafities andlor iesidentiei and/or commercial subdivisions outsida the
anthorizad s�+ice atea Sach permissioa will not be giv� to sarve a subdiviaion within the City's Fxh�Yerritorial
Jwisdic�ion ("ETJ'� un[ess t� snbdivisian compiias with the Snbdivision RaBulatioas of the City of Wichita Falls.
Gwstomer sheR not sall azry Watar to any private parry for resale by such pnivate parties to third parties. Costomer
shall be allowed to make single connections roo Customer sysoem with notificarion to City of such action. provided the
,�nm,al Quantity allovvabto as sa oirt io tha comracc is not axc�daa. caammer shatt not sell water to sny coasun►er
outside of the Cbawma's awhor'rmd sorvice aroa withoirt the approval of City-
3.L Snboeqnent Sales of Water/Coaaeetroos. City and Gti.4tomer agee tLet for any area of service being provided
� by Cusbomer that Customer will comP�3' � BPPlicable City ptucodures for gucposes of connection and coanecti�
. approvals in eny e� lying witbin City's ET7 boundary (oc within tha city limits). F�ther, it is agreed bY Ciry ertd
Cost�ma that ia the avant of a pt+ospec�ive cus0omers applicetion for service outside of City' s BT3 boundary, no pre-
conditions a�a to be esmblished or eafo�ced by C'sty in connection with a�►y reqaest for sorvice rr�ade bY �Y BPPlicant
< fnr water service.
G�tomer expressfiy agiees that it will not fumish Water to airy user witho� first requaing proof &om the applicaut
that the properiy to be servic,ed �s beee platted in acoordance with Texas Local Gaveinme� Code Chapces 212, as it
may be amcnded from time ro� time, within the Conoract term. Whan a meter is approved by the Customer, soch
approval shall be tied to the land and �rtomatically approved to the c� owaer of the lend.
4.A. Water Sko�. In the eveat of an e�ended shortaga of Waur, a the suPP�Y of Water available to City is
othorwise d�inis6ed over an ext�dal period of wne so that it becomes necxesary to iation the Water sold to
citizens of City, the supply of Watar to G�stomar shall be reduced or diminislud in the sama ratio or proportion as
the supply Lo tha citizens of City is redu�xd or diminished. The WaLsr to be distribabed shalLbe further divided in
uxordance with Tmces Watar Code § 11.039.
4.I. Water Con�ervatioa and Drought Contingeney Plan. T6e G�stom� agreas to implement sad enforce City's
Wabar Conse:vation aad Drought Contin�enicy Plan ihrough all aubteqivat seles of Water and shall mclnde such
obligntian in any svbsec�eat coatract for sale that Custom� may mcecute wrth arry third pady purehnser of Water.
Further, the Customer ag�ees to initiebe st least the �ictions of said Draug6t Ca�►tingcncy Plan that are bqing
implemarted with� the City. The Customar may implement moro severe cestrictions than City, but shall not euact
less sevas restrictions than are ciurently in affod in the City. If �►stomar fails to implement a drou8� �8��3'
plae with reah�icti�s that amnlate ar exc�eed City's Droaght Coatingmicy Plaa when irigger conditions �, thcm
City's Cig' MenaSa is authorized to iostih�te retioniag pursuaut to a�ry applicabk wholesale water contrects,
mcIuding this Contract, as wall as enforce a�ry coatr�ual, staAutory, or common law remedies ava�able bo City
neaxssary to protect 1Lo public welfere. City's Water made available to Customer when Cu�ooier is not in
An. A wi'f
complience with City's Water Conservation aad Drought Contingeacy Plan will be reduced to the amount of Waur
that City's City Manager es6mates would be necesssuy to satisfy C�utoma's demand if Cvsta�►er was opeaatiag in
oomplisace wiih bott► City's and Customer's Drougtrt Contiagency Plans.
SA. Rules aad Regalationa. To the extent permitted by applicable Faw, Customer's tariff and applicable TCF.Q
regulations, Customer expre.sslY agees that it will �t fumish Wata to any nsa witl�out first requiring proof from
the applicaz►t thet ar►y wastewaber generated from t�e use of Water suppiied will be disposed of m a manner
consistent wiW cnn+ent TCEQ reguletions. Customer a8rces to terminate water service to eny user with a continning
unabated pablic nuisance, as defned in tha Tcxes Heaith and Ssf�y Code, upon reoeivin8 written notice reqnesting
sach tammation from TCEQ or its designeted represe�tatives.
5.1. Baclmow Protection. Customer end City shall have the suthority snd responsibility of inspectioa to determma
thet no cross connections or oonditiaros of b�cl�low or back-�iphonage exist on that poRion of the syste� receiving
Water imder pressure froan City's water tnaias. City shall have the authority to disco�ect tha Water antil corroction
within tho Customer S�+stem is made. City shall also have the right to suspend da]ivery of Water in the everrt
C�SOomer fails to oonstruct, maiRtain and operate City's portion of the vvater dis�bution systam in substantial
oompliance with s�nch stendards refared to heteinabove. Provided, howevar, unfass substanRial no�omplianca
constitutes a safety and/or hea�► hazard, City shall not suspand tho daiivory of Water withont fitst notifY�B
Gtisb�mer in writing of sucl► noncomplia�e and affording Customer a ceasonable oppornmity to comct such
no�ompliance. Provided, further, ia no evem shall City suspend delivery of Water to a� portion of C�stomefs
system not nxessary in isolating the location of auch noncompiiance.
6A. Term. This Conhact shall exbtnd for a term of 20 years from the data of Contiact execution. Unloss a avritten
notica of aon-ienewaE is seat by oither paRy prior w expiration he�eo� at the end of the origina[ terai, it shall then
automatically renew on a year to-yeer basis. Eitfier parly may cxncel prior to expication of a term fior breach � non-
� performance. City may cancel this Contract at suy time during arry tam of tl�e Co�ract m the event �stomet fails to
� malce any paymeat due henunder within 60 days after same becomes dae or, if the C�stomer breaches any covenant
' he�ein other tbaa paymeat of tha montlily stamement, and such bmach wntinuos £or 60 days efter City gives Custom�
- written notice thereof.
7.0. No Aseignment or Discrimination. This Contract shall not be essignable by eiti�er party withoat the approval of
the o1h� pacty. The Parties hm�eLO shall not discriminatE against a�r �ployoe or applicsnt for employmwt or
savice becaase of race, religion, color, sex, �tional origin, age, or hendicap.
8.0. Independent Con4actor. This Coa�act is mteudod bo caeate an iadepe�dent co�ador relationship, and the
employeas of each party shall never be consideied the empioyees of the other pad.y_
9A. Notice+ to Castomer. Notices from City csprrsentntives to Customer issued p�asuant to this Contract shall be
effective when saot to tha Customer at the following address:
Mayor — City of Scotland
P.O. Bo�i 32
Sootland, Texas 76379 .
If s doc�rment is seat to Customer via certified mail, aotice shsll be oonsidered received by tLe Customer if a
iepresantative of the Customar fails to sign for or accept said document within 5 days after receipt the�eof.
10.0.15t1e to Water. Title far liability purposes w all Water supplied hereunder to Cusromer shall be in City up to
tLc PoitR(s) of Delivary, at which point tifle shell pass to G�Stomer. Notwithstanding, G�stomer will not obtain azry
water rights in any wastewator e$luent flows ar tfie continaation tha�eof.
1l.b Gtity Right to E:cente other Water Sapply Coutracis. City maintains its right to enter into a� other water
�PPIy contracts without resoricti�.
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1Z.0. No Third�arty BeneSciarfies.
This Co�t shall inure oniy m the bea�efit of the Parties heraw, and third persons not privy hereto shall not, II► any
form or mam�er, be oonsidered third-parl.y benaficiaries of this Conhact. Each p�ty her�o shell be sole[y responsible
for 4he ful#�lment of its customer contracts or oommitm�ts, end City shall not be conshued to be raspoasiblc fa
C�yytomer's oon4acts or commitments by virtue of this Contract or any provisi� contained herein.
13.9. Ch�ce of Venne.
Al[ acts petfocmable undp' the terms of tlus Contract and all aa►ounts dae unda' this Contract, including, but not
limit�d to, paymeats due under this Conhsct or damages £or the b�each of this Contract, shat] be peid and be due in
Wichita Coimty, Taxas, said R►ichite County, Texas, boing d►e place of performance agreed to by the Parties to this
Cpntract. tn the event that anY legal P�ad�n8 is brought W enforce this Contract or a� p�ovision haeo� the same
shall be brought solely in Wiclrita Cow�ty, Texas.
14A. �1ed�e of Reveane.
Gbstomer reprasents and covananss U�at sll payments to be made by it imder this Contract shall constidtte reasoaable
and aaxssery operatiag expenses of its �sd�u, �nd thet all sach paymeats wil{ be made Ecom the revenues of its
water system. Customer represents end hes determined tl�at tlu weLer supply to be obtaieed finm City is absolubely
necesssry and essential to the p�ssent and futvre operation ef its wsber system and is the only available and adequate
souroe of supply of Vltatar therefore, and, acoordinSlY, e�l PaYmenis �e4�i� bY this Contract to be msda by
Customer shall constimte reasonable and n�' oP��B �P� of Customer's syste� or systams as descn'bed
above with the effecE that the obli�tion to make such psymeats from �evenues of such system or systems shail have
Pa'�ority ovp' anY obligatioa� w make an3' Payments Siom such ievw►ues, whet6a of Principal� anD�r�t, oT b��, �►
rospect to all bo�nds heratofora or hereafter issued by Cusoomer with tho exception of tuty loen to Customer fram the
LFnited Smtas of America for fnoancing C�stomer's water aystem. With respect to Customer's obligations to the
,� Unibed Statas of Amaica �r financing Customa's waur system, the City and the United States of America sha[i
1�aye eqyal PciaitY. Cusmmer agces thcoughout the term of this Contred to continuously operate and maintain its
, watea systom and to fnc and collect such rates and charges for water s�vicxs to be supplied by its waber syste�n as
will pmduoa revenues in an amowrt equal to at least (i) all of its pa�m�onts ander this Contract and �u� all othea
. amamtv as required by the provisions of the ordinances or resolutions autt�orizing its revenue bamds or other
, obligati�ns now or hereafter outstsading. Unless othe+'wise speci5cally provided in writia8 by subseqnent Contract
betwem City and CusWm�, all payments due by Custanar are to be made from the revenuos and income received
. by Cusbomer from the,ownetship and operatiam of its water system.
15A. Indemnity. CvsUOmer shall def�d, indemnify and hold hermless City and City's offcers, ag�ts, aru1
employees from ali suits, acxions. or claans of azryr chaiactar, name and ckscription including attorneys' fees and
expeases brought for at►y injuries to pasons or damagas to property in connection with the p�foru�ance or attemptad
performance of this Coatracx. Customsr exncessh+ a�ees to defend. indemnity and hold harmle Citv and Citv's
oPficers. a¢ents, and em piove� in accordamx with ifis clause rt�l�ess of whetl�er the u►iurv o� damaae is cavsed
in whola or in oart tzv the acts. or omissions. including neg��ca of City_4r its �fficas. ap�nts or emolovees or anv
condition of City's prooertv.
16.0. Amendmwta to be in R+ritiog. '1'ho Parties w this Conhact agree tbat t6cy have read all provisians of this
Conhact and any exhibits herdo. This Contracx and arry exht'bits �eiebo are the c.omplete and exclusiva statemaints of
the terms ag'eed upon, suPaiseding all prior Contracts or stateme�, e�her written or oral. No modiScation,
amendment, or addition tio this Contract is valid unless in writiag and signed by a!l Partias hereto, except that zates
may ba established by Crty as providod abova.
17.0. Seversbiliiy. If auy of the pmvisions of this Conhact (other tbsn the sglaa aad obli�tion w pay for the Wata)
shall be imaiid a�r uncnforceable, seme shall not invalidate or a$eci the validity snd enforceability of arry otfier
provision, which provisions shall re+vain in fnrce and effect.
1&0. Force Majeare. ff by reason of force majwre atry paRy he+'eto shall be �andered unable wholly or in pert to
cazry out its obligations under this Contrect, ott►ea than the obligation af each Pazty to make the PeYmenis ralwred bY
the Contrad, thea if such paiiy shali give notice and full paiticulars of such foroe majaue in writiag to the other
ao... c ,.+��
Party with� a reesonable tmo:e after occ►urance of the evcnt a cause nlied on, the obligation of the Parly giving such
notioq so far es it is affecbod by such force roajewe, shail be suspended during the continuanx of tha inabiliry thea
claaned, but far no l�ger pariod, and aay sacb Party shall �►deavor to remove or ov�oome such mability with all
reasdnable i9ispaLCh. 'Ihe term "Force Majevre° as amployad hezeein sball mean acts of God, strikes, lockouts, or other
mdus�riel disnabancea, acts of pnblic enemy, onders of aqy i�d of the Governno�nt of the Unitad States or the Stste
a�f Taxas, or any Civil or mHitary airthority. insun�ction, riots, epidemics, landslides, li�tnin& �9��. f�,
horricanes, storms, floods, washouts, droughts, arrtsls, nshaint of govemm�nt and pcople, civil distn�ances,
expl�ians, brealcage or aecide�s to �ehin�rY, Pipelines aor caaaLS, pffitial or entire failure of wab� supply, or on
acreount of any oificr cx�as not reasomably within the conhn! of the party claiming such inability, axcluding
negligatce.
19.0. No Waiver. Failure of City to ertforee a pcovision of this Conhact does not waive a�ry firture right m enforce
thatp�ovision.
20.0. No Jomt'Ve�tare. The Parties to this Contcact sgree end aclmowkdge tUat this Contrad doas nat c�eede a joirct
�. Pa��P. or joint a�ta�prisq diat each Party is not an agent of the oth� antity, and that each Party is
responsible in accordance with the laws of the State of Texas for its owa negligexrt or wrong[ul acts or omissioas and
fo� Wose of its o�iecis, agents or employees in eonjunenon with th� perfo�menee of aervic�s �vered nnder tLis
Contrect, withonk waiving aaY 8oveanmental immunity availeble tn City or G�stomer under Texas 1aw end withoat
vuaivIDg arry dcfenses of City or G�stomer under Texas law.
21A. Interpretatlon and R�imis. This Contract shall not bo c�nsideced io be mutually drafted in accordeace with
nogotietion betwoen fhe Parties harexo. Accord'mgly, it ahall not ba iaOapr�ed against City oa the basis that City
suppliod its lenguaga or for stiy otha ceason. Recitals sha[1 be inoorpora0ed 'mi�u and be�ome a psR of this Conhact
IIV WITNESS WFiEREOF, the Partie�n heroto, scting under suthoriry of tl�eir respoctive govaning bodies, have
ed this Co tu be duly exxu�ed in thiee counterparls, each of which shal! constiwbe an a i�al.
City ot Wichita Falis
Darron Le�7ora, City Maoager
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ATTEST: , ATTFST:
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� Lydia Ozuna, City Clerk
APPTtOVED AS TO FORM:
Miles Ris1eY C�tY AtbprneY
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