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HomeMy WebLinkAboutResolution - 2017-R0451 - Texas Tech University - 12/07/2017Resolution No. 2017-RO451 Item No. 5.6 December 7, 2017 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mavor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock, an Interlocal Wholesale Water Contract by and between the City of Lubbock and the Texas Tech University for the provision of wholesale water. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on the 7th day of December _, 2017. L'f�y DANIEL M. POPE, MAYOR ATTEST: APPROVED AS TO CONTENT: Aubrey A. Spear 7E., Director of Water Utilities APPROVED AS TO FORM: r r Amy eputy City Atto Interlocal Agreement-TTU-Wholesale Water (11-13-17) Resolution No. 2017-RO451 INTERLOCAL WHOLESALE WATER SALES CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § This Contract is made by and between the CITY OF LUBBOCK, a home rule municipal corporation located in Lubbock County, acting by and through its Mayor as authorized by specific action of its City Council; and the Texas Tech University (herein called "CONSUMER/USER"), a State of Texas University, acting by and through its Board of Trustees. WITNESSETH: WHEREAS, the CONSUMER/USER is a public institution of higher education of the State of Texas, being a customer within the municipal limits of Lubbock; WHEREAS, citizens of the City of Lubbock will conduct research and take classes within the CONSUMER/USER research building located outside of LUBBOCK but immediately adjacent to the east city limits, located east of the Texas Tech Research Facility at 1051 East Loop 289, Lubbock, Texas 79403., as depicted on Exhibit "A", attached hereto ("Building 504 East Campus Oilfield Technology Center"); WHEREAS, due to the expansion of the East Loop Research Building, the CONSUMER/USER needs to provide a source of water for the East Loop Research Building; WHEREAS, Section 22.03.091 of the Code of Ordinances of the City of Lubbock permits the sale of wholesale water outside of its municipal boundaries to federal, state, or local governments pursuant to appropriate intergovernmental contracts; WHEREAS, the City of Lubbock is amenable to providing said wholesale water, subject to the conditions precedent and upon the terms and conditions of this Contract, to CONSUMER/USER; WHEREAS, the Government Code authorizes certain intergovernmental cooperation contracts. NOW THEREFORE, for and in consideration of the mutual Contracts, covenants, obligations, and benefits herein expressed, the City of Lubbock and CONSUMER/USER contract and agree as follows: ARTICLE I PROVISIONS OF WATER 1.1 TERMS, PROVISIONS, AND CONSIDERATIONS The City of Lubbock agrees to sell and convey wholesale water to CONSUMER/USER outside the City of Lubbock, subject to the conditions precedent and under and pursuant to the terms, provisions, and conditions of this Contract. ARTICLE H CONDITIONS OF SALE OF WHOLESALE WATER 2.1 QUALITY AND TREATMENT The City of Lubbock shall supply potable water of similar quality that the City of Lubbock distributes to the residents of Lubbock, Texas treated by disinfectants and other such treatment as may in the future be directed by appropriate regulatory agencies and meeting the applicable primary drinking water standards of the Texas Commission on Environmental Quality and other local, State, and Federal government agencies at the point of delivery, as hereinafter defined, during the term of this Contract or any renewal or extension thereof. The City of Lubbock may at its sole discretion, furnish 2 this supply out of surface water, groundwater, potable reclaimed water, or any combination of same. THE CITY OF LUBBOCK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, AS TO THE DESCRIPTION, VALUE, QUALITY, PHYSICAL CONDITION, MERCHANTIBILITY, OR FITNESS FOR PURPOSE OF THE WATER SUBJECT TO THIS CONTRACT EXCEPT AS EXPRESSLY SET FORTH ABOVE. 2.2 QUANTITY The City of Lubbock shall supply and deliver a total maximum amount of 120,000 gallons of wholesale water per any three hundred sixty-five (365) day period of time beginning October 1 of each year, based upon the historical usage of CONSUMER/USER. The peak maximum usage per twenty-four (24) hour period of time shall be 50,000 gallons. Maximum hourly flow for any one (1) hour period shall not exceed 175 gallons per minute. In the event CONSUMERIUSER shall use more than the allotted maximum amount of water in the above -described (365) day period given period as set forth above, CONSUMER/USER shall pay an amount equal to two (2x) times the water rate set forth in Paragraph 3.2 for that amount of water that exceeds the allotted maximum quantity. However, in no event shall CONSUMER/USER consume more than $1 million worth of water per year. The City of Lubbock shall supply a set quantity to the CONSUMER/USER at the point of delivery as shown in Exhibit A. All water quantities delivered shall be measured by a metering device as specified by the City of Lubbock at the sole cost to CONSUMERIUSER located in an area reasonably accessible by the City of Lubbock at all times. If the metering device is to include remote monitoring equipment, CONSUMER/USER, shall bear the sole cost of this additional equipment. Installation of this metering device shall be the responsibility of the City of Lubbock with all cost and expense of such installation reimbursed by CONSUMERIUSER. CONSUMER/USER shall be charged such installation costs no more than once, unless such installation is necessitated by the remedying of a danger to health and safety of the public in accordance with Section 4.1. 3 Such metering device may include and manage: (1) control of rate of flow; (2) measure the instantaneous flow of gallons per day; (3) measure peak hourly flow during the day of maximum flow in gallons per twenty-four hour period; (4) measure the cumulative volume of water taken; and (5) control changes in the rate of flow. At the City of Lubbock's discretion, the metering device may be remotely monitored and documented as to usage of CONSUMER/USER. Deliveries shall be contingent upon facilities necessary or convenient for the City of Lubbock to deliver water to CONSUMER/USER from existing water conveyance system to the point of delivery. 2.3 POINT OF DELIVERY AND TITLE Water provided to CONSUMER/USER shall be delivered to one or more of the points of delivery described in Exhibit "A". Title to water passing through the flow meter shall become the property of CONSUMER/USER at the outlet side of the meter. CONSUMER/USER shall be responsible for the water, for all purposes and intents, from and after title passage to CONSUMER/USER. 2.4 METERING DEVICE, CALIBRATION, AND READING The City of Lubbock shall provide the maintenance of the necessary point of delivery metering device for properly measuring the quantity of water delivered to CONSUMER/USER. Calibration of such metering device shall be done on a reasonable time schedule, but not less frequently than once every twenty-four (24) months, or more frequently than once every six (6) months. A meter registering not more than three percent (3%) accuracy above or below the test result shall be deemed to be accurate or non -material. The previous reading of any meter disclosed by test to be inaccurate beyond the acceptable range of plus or minus three percent (3%) shall be corrected in accordance with the percentage of inaccuracy found by such tests for a period extending back one-half (1/2) of the time elapsed since the last calibration date but, in no event, further back than a period of six (6) months. If the meter is out of service or out of repair so that the amount of water delivered cannot be ascertained or computed from 4 reading thereof, the water delivered during the period such meter is out -of -service or out -of -repair shall be estimated upon the basis the best available data and information. The meter register shall be read by the City of Lubbock at least once a month. All metering equipment, valves, and other appurtenances associated with the metering device and installation shall be and remain the property of the City of Lubbock. 2.5 BILLING PROCEDURE A monthly statement of the amount of water determined to be delivered to CONSUMER/USER through the meter at the point of delivery during the preceding month shall be mailed to: Texas Tech University Box 41090 Lubbock, Texas 79409 (806) 834-0000 All statements for water delivered shall be due and payable from current revenues available to CONSUMER/USER on or before thirty (30) days after receipt of said statement. A late payment charge of four and one half percent (4.5%), or the maximum amount allowable by Texas law, per annum shall be charged for failure to pay the current due amount within thirty (30) days after receipt of the statement. If payment is not received by the City of Lubbock within thirty-five (35) days after the date of issuance of the statement, the statement shall be deemed delinquent. The City of Lubbock shall notify CONSUMER/USER in writing when any such payment shall become delinquent, and if such delinquency is not removed within forty-two (42) days after the date of issuance of the statement, the City of Lubbock may, at its discretion, cease deliveries of water to the CONSUMER/USER under the terms specified in this Contract. After water has ceased to be supplied, the City of Lubbock may, at its sole discretion, notify CONSUMERIUSER of its intention to declare the wholesale water supply contract forfeited and null and void. Upon such notice, CONSUMER/USER shall have thirty (30) days to pay all delinquent charges, late fees, and reconnect charges, in order to reinstate wholesale water services prior to final S action by the City of Lubbock declaring the Contract forfeited and null and void. Upon a declaration by the City of Lubbock that the Contract is forfeited and null and void, all connections providing the capability to deliver water shall be removed by the City of Lubbock. 2.6 AREA OF SERVICE Use of water purchased under this Contract shall be restricted to the facilities described in Exhibit A. No other customer, geographic area or premises, of any kind or nature, shall be served by CONSUMER/USER, directly or indirectly, with water purchased subject to the right of CONSUMER/USER to resell water within its defined service area. 2.7 TERM OF CONTRACT The term of this Contract shall be a period of four (4) years commencing upon execution of the contract and ending four (4) years thereafter. In the event of continued and mutual interest of the terms of this Contract, a new contract shall be negotiated, developed, approved, and executed for the period after the expiration of this contract. However, in the event that a new contract is not or cannot be agreed upon, there shall be no further discharge or responsibilities of the City of Lubbock and the CONSUMER/USER. CONSUMER/USER or the City of Lubbock may terminate this Contract for any reason by providing each other one hundred twenty (120) days prior written notice. 0 ARTICLE III CONDITIONS OF RECEIVING SERVICE 3.1 CONSUMER/USER FACILITIES CONSUMER/USER agrees and understands that it will install and maintain, at its sole expense, all facilities necessary for receiving, operating and distributing water into its water system from and after the Point of Delivery and that the City of Lubbock shall be under no obligation whatsoever to bear any of said expenses aforementioned. CONSUMER/USER shall not alter, modify, or change the metering device under any circumstances. 3.2 RATES AND PAYMENT CONSUMER/USER shall pay to the City of Lubbock, in a timely manner, those charges for water provided to CONSUMERIUSER pursuant to the terms of this Contract. The base monthly rate for the meter installed at the point of delivery shall be equal to the rate established by the City Council of the City of Lubbock (City of Lubbock ) for meter of equal size as set forth in Section 22.03.084 of Code of Ordinances of the City of Lubbock, as may be amended from time to time. The volume rate charged for water provided shall be equal to the rate established by the City Council of the City of Lubbock charged to wholesale customers as set forth in Section 22.03.085 of the Code of Ordinances of the City of Lubbock, as may be amended from time to time, by the City Council of the City of Lubbock. All expenses on CONSUMER/USER side of the point of delivery shall be the sole expense of CONSUMER/USER. In the event any user fee is imposed on the delivery, taking, sale, use, or consumption of the water received by CONSUMER/USER from the City of Lubbock, the amount of the user fee allocable to CONSUMER/USER shall be borne by CONSUMER/USER. When and if the City of Lubbock shall 7 be required to pay, collect or remit any user fee on water received by CONSUMER/USER, then the user fee that is not included in the rates under this Contract will be added to the charges otherwise payable and shall be the responsibility of CONSUMER/USER. 3.3 SANITARY CONTROL A Reduced Pressure Zone (RPZ) prevention device or air gap shall be maintained at all times by the CONSUMER/USER at the point of delivery. Where applicable, all costs associated with the installation and maintenance of this backflow prevention device shall be the sole responsibility of CONSUMER/USER. The plans of such RPZ prevention device or air gap shall be approved in writing by the City of Lubbock and any and all regulatory agencies with appropriate jurisdiction, including the Texas Commission of Environmental Quality. At no time shall a by-pass be installed on or around the backflow prevention device. CONSUMER/USER may allow service by direct pressure, if available, from the City of Lubbock's line to the point of delivery. However, the City of Lubbock is under no obligation to provide water at any pressure above and over pressures necessary to deliver the quantities of water described in Section 2.2, above. CONSUMER/USER shall permit personnel of the City of Lubbock's staff to enter upon the property of CONSUMERIUSER for the purpose of inspecting any and all facilities of both parties relating to and regarding necessary sanitary control. Should the City of Lubbock have reasonable grounds to believe that any condition exists which might result in contamination of the City of Lubbock's water supply or jeopardize any of their certifications with the Texas Commission on Environmental Quality and/or any other federal, state, or local regulatory permits or certifications, then the City of Lubbock shall notify the CONSUMER/USER. CONSUMER/USER shall immediately correct such condition. In the event the CONSUMERIUSER fails to correct such condition then the City of Lubbock may, at its sole discretion, either correct the condition, at the CONSUMER/USER expense, and include 0 the cost of materials and labor in subsequent billing statements or cease delivering water until such condition is corrected to the satisfaction of the City of Lubbock. In the event the City of Lubbock determines that contamination of its water supply actually exists, the City of Lubbock shall have the absolute right to discontinue service to CONSUMER/USER until such time as said contamination has been eliminated by the CONSUMER/USER. Nothing herein shall be construed to impose upon the City of Lubbock the duty and obligation to make any inspection or to regulate the quality of water beyond the point of delivery to CONSUMER/USER, and CONSUMER/USER be solely responsible for the operation, maintenance, regulation, employment and prudent management of all facilities beyond the point of delivery and the use and delivery of water herein to the citizens of CONSUMER/USER. CONSUMER/USER water system operators should be aware that any water received from the City of Lubbock will contain chloramines disinfectant. As such, CONSUMER/USER should adjust their disinfection system operations and monitoring for chloramines accordingly. Since 1983, the City of Lubbock has utilized chloramines as its water system disinfectant. This practice is common for larger cities in Texas and throughout the United States. The use of chloramines reduces the levels of disinfection byproducts (DBPs) in the system, while still providing protection from waterborne disease. If these chloramines are passed on to the water customers of the CONSUMER/USER, CONSUMER/USER should notify them of the following: Chloramines can cause problems to persons dependent on dialysis machines. A condition known as hemolytic anemia can occur if the disinfectant is not completely removed from the water that is used, for the dialysate. Consequently, the pretreatment scheme used for dialysis units must include some means, such as a charcoal filter, for removing the chloramines. Medical _facilities should also determine if additional precautions are required for other medical equipment. Chlorinated water may be toxic to fish. Fish tank owners, must make sure that the chemicals or filters used are designed for use in water that has been treated with chloramines. The type of filter used for fish tanks may also need to be changed. 9 3.4 INSURANCE REQUIREMENT The City of Lubbock agrees that CONSUMER/USER, as an agency of the state of Texas, may self - fund against the risks described in this section. The Texas Tort Claims Act governs relief with respect to property damage, personal injury and death proximately caused by the wrongful act or omission of a CONSUMER/USER employee acing within the scope of employment. 3.5 WATER CONSERVATION In the event the City of Lubbock must implement its Water Conservation and/or Drought Contingency Plan for its system, then the CONSUMER/USER shall receive the same water allotment under such plan as any other customer of similar size and water needs served by the City of Lubbock. CONSUMER/USER shall adopt, develop, implement, and maintain water conservation and drought contingency plans, programs, and rules incorporating loss -reduction measures and management practices, techniques, and technologies. These water conservation and drought contingency plans, programs, and rules shall be at least as promotional of conservation as the plans, programs, and rules as developed and adopted by the City of Lubbock as determined by the City Council of the City of Lubbock. Such plans shall be designed to reduce the consumption of water, reduce the loss or waste of water, improve the efficiency in the use of water, and increase the recycling and reuse of water in a manner that at a minimum reflects the plans, programs, and rules as developed and adopted by the City of Lubbock. CONSUMER/USER will at all times practice due diligence and monitoring of water for beneficial use. CONSUMER/USER will establish and enforce its water conservation and drought contingency plan, program, and rules, and the CONSUMER/USER will make annual reports on its enforcement efforts to the City of Lubbock. The CONSUMER/USER shall develop and implement a water conservation plan or water conservation measures using the applicable elements of Title 30, Chapter 288, of the Texas Administrative Code, and any successor regulations thereto. In case of a shortage of water resulting 10 from drought, the water to be distributed shall be divided in a fair manner among all customers as determined by the City Council of the City of Lubbock in accordance with state laws and regulations. The City of Lubbock's obligations under this Contract shall be subject to water conservation plans and drought contingency plans adopted by the Lubbock City Council or required or approved by the Texas Commission on Environmental Quality, or any other or additional federal, state, or local regulatory district or entity with power to require or approve water conservation and drought contingency plans. 3.6 INSPECTION AND AUDIT Complete records and accounts are to be maintained by each party hereto for a period required by law or five (5) years, whichever is greater. Each party shall at all times, upon notice, have the right at reasonable times to examine and inspect said records and accounts during normal business hours. Further, if required by any low, rule or regulation, make said records and accounts available to federal and/or state auditors. ARTICLE IV DEFAULTS AND REMEDIES 4.1 NOTICE OF DEFAULT In the event of that either the City of Lubbock or the CONSUMER/USER should breach, fail to comply with or violate any term or provision of a wholesale water supply contract under the terms of this Contract ("Default"), the other party shall promptly notify, with specificity as to the alleged Default, the other respective party of the Default. Except as otherwise provided by this Contract, upon receiving such notice, the defaulting party shall have thirty (30) days to cure the Default. To the extent that Chapter 2260, Texas Government Code, is applicable to the Contract and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and 11 the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, will be used by CONSUMER/USER and City of Lubbock to attempt to resolve any claim for breach of contract made by City of Lubbock that cannot be resolved in the ordinary course of business. The chief business officer of CONSUMER/USER will examine City of Lubbock's claim and any counterclaim and negotiate with City of Lubbock in an effort to resolve such claims. The parties specifically agree that (i) neither the execution of the Contract by CONSUMER/USER nor any other conduct, action or inaction of any representative of CONSUMERIUSER relating to the Contract constitutes or is intended to constitute a waiver of CONSUMER/USER's or the state's sovereign immunity to suit; and (ii) CONSUMER/USER has not waived its right to seek redress in the courts. Any term or provision in any other document indicating agreement to arbitration, other alternative dispute resolution, or litigation options in the event of a dispute between the parties is expressly rejected and is null and void. In the event a condition arises that creates a danger to health and safety of the public, the City shall have the right to immediately suspend service without liability until such time as the condition is remedied. City shall give notice to CONSUMER/USER of such suspension of service as soon as practical; however, the City shall not have any liability for failure to give notice and such a failure to give notice shall not abrogate the City's authority to take any action to abate a danger to health and safety of the public. 12 ARTICLE V MUTUAL CONDITIONS 5.1 FAILURE TO DELIVER The City of Lubbock does not warrant that the services and deliveries provided for under this Contract will be free from, and the City of Lubbock is excused from performing hereunder in the event and for the period of, an interruption or stoppage caused by maintenance, repair, substitution, renewal, replacement, or improvement of any of the equipment involved in furnishing of any such services or deliveries of water or caused by fl oods, drought, alterations, strikes, lockouts, blackouts, shortages of equipment or material, labor controversies, accidents, or acts of God, the elements, or any other event of "force majeure" or cause beyond the reasonable control of the City of Lubbock. In the event of a shortage of water, or if distribution of water by the City of Lubbock to the CONSUMER/USER to CONSUMER/USER is deemed inappropriate by any regulatory agency or law, the supply of water to CONSUMER/USER under this Contract shall be reduced or ceased as deemed necessary by the City of Lubbock to protect the interests of its citizens and/or comply with all rules and regulations of any regulatory agency having jurisdiction over the operation of the City of Lubbock's facilities. 5.2 NO ASSIGNMENT All promises, undertakings, Contracts, covenants and contracts herein contained by or on behalf of either the City of Lubbock or the Consumer/User shall bind the successors and permitted assigns of either party, whether so expressed or not; but neither the City of Lubbock nor CONSUMERMSER shall have the right to assign under this Contract, without the written consent of the other party. 5.3 ENTIRETY AND AMENDMENTS It is expressly stipulated that the City of Lubbock and the City of Lubbock's agents have made no representations, warranties, or promises with respect to the delivery of water and all other matters 13 contained in this Contract, except as herein expressly set forth, and this Contract supersedes all prior Contracts and understandings, if any, relating to the subject matter hereof. This Contract may only be amended by an instrument in writing executed by the duly authorized representative of the party against whom the amendment is sought to be enforced. 5.4 WAIVER No failure on the part of the City of Lubbock at any time to require the performance by CONSUMER/USER of any portion of this Contract shall in any way affect the City of Lubbock's right to enforce such provision or any other provision. Nor shall any waiver by the City of Lubbock of any provision hereof be taken or held to be a waiver of any other provision hereof or any other breach hereof. No rights under this Contract may be waived except by written amendment executed and authorized by the governing bodies of the parties. No officer or agent of the City of Lubbock or CONSUMER/USER authorized to waive or modify any provision of this Contract. 5.5 REGULATORY AGENCIES This Contract is subject to all applicable federal, state, and local laws and any applicable ordinances, rules, orders and regulations of any local, state, or federal governmental authority, having or asserting jurisdiction. However, nothing contained in this Contract shall be construed as a waiver by any party to the Contract of any right to question or contest any law, order, rule or regulation which may affect the terms and conditions of the Contract in any forum having jurisdiction, and CONSUMER/USER and the City of Lubbock each agree to make a good faith effort to support proposed laws and regulations which would be consistent with the performance of this Contract in accordance with its terms. CONSUMER/USER represents and warrants to the City of Lubbock that it has obtained and will maintain during the term of its wholesale water supply contract all necessary permits and consents to supply water to CONSUMER/USER. 14 5.6 HEADINGS All heading in this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending, or affecting in any way the express terms, provisions, and intent hereof. 5.7 INTENTIONALLY DELETED 5.8 NOTICE All notices, payments and communication required or allowed by this Contract, unless otherwise provided herein, shall be in writing and be given either (i) in person or by telephonic facsimile; or (ii) by depositing the notice in the United States mail, postpaid and certified, with return receipt requested, and addressed to the party to be notified. Notice, as herein provided, shall be conclusively deemed to have been provided (i) in the event of delivery in person or by telephonic facsimile, when it is actually received; or (ii) in the event of certified mail, as described above, three (3) days after the notice is deposited in the mail, certified mail, return receipt requested. For the purposes of the notice, the addresses and parties is set forth immediately below. Texas Tech University ATTN: Ron Winchell MS3142 Lubbock, Texas 79409 Phone (806) 834-0790 Email: Ronald.winchell@ttu.edu w/copy to: Procurement Services Contracting Box 41094 15 Lubbock, TX 79409 Email: contracting@ttu.edu THE CITY OF LUBBOCK ATTN: Director of Water Utilities P.O. BOX 2000 Lubbock, Texas 79457 FACSIMILE (806) 775-3027 Email: aspear@mylubbock.us Either party may change its address by giving written notice of the change to the other party at least fifteen (15) days before the change becomes effective. 5.9 AUTHORITY CONSUMER/USER represents and warrants to the City of Lubbock that it is a public institution of higher education of the State of Texas and is authorized to enter into a contract under the terms of this Contract and perform each and every term and provision of said Contract, and will continue to be duly authorized to so perform during the term hereof. 5.10 PARTIAL INVALIDITY In the event one or more of the provisions contained in this Contract shall be invalid, illegal, or unenforceable in any respect under any law, rule or regulation, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 16 5.11 CURRENT REVENUES Each party paying for performance under this Contract shall make all payments from current revenues available to the paying party. The parties understand and acknowledge that the funding of this Contract is contained in each party's annual budget and is subject to the approval of each party in each fiscal year. The parties further agree that should the governing body of either the City of Lubbock or the CONSUMER/USER fail to approve a budget which includes sufficient funds for the continuance of this Contract, or should fail to certify funds for any reason, then and upon the occurrence of such event, this Contract shall terminate as to that party, and the party shall then have no further obligation to the other party. When the funds budgeted or certified during any fiscal year by a party to discharge its obligations under this Contract are expended, any other party's sole and exclusive remedy shall be to terminate this Contract. 5.12 EFFECTIVE DATE This Contract shall be effective and binding between the parties hereto as of the date of execution by the City of Lubbock. 5.13 VENUE AND APPLICABLE LAW THIS CONTRACT IS SUBJECT TO ALL PRESENT AND FUTURE VALID LAWS, ORDERS, RULES AND ORDINANCES AND/OR REGULATIONS OF THE UNITED STATES OF AMERICA, THE STATE OF TEXAS, THE CITY OF LUBBOCK, CONSUMER/USER, AND ANY OTHER REGULATORY BODY HAVING JURISDICTION. THIS CONTRACT SHALL BE CONSTRUED AND GOVERNED ACCORDING TO THE LAWS OF THE STATE OF TEXAS. THE SOLE VENUE FOR ANY ACTION, CONTROVERSY, DISPUTE OR CLAIM ARISING UNDER THIS CONTRACT SHALL BE IN A COURT OF APPROPRIATE JURISDICTION IN 17 LUBBOCK COUNTY, TEXAS EXCLUSIVELY. 5.14 PUBLIC INFORMATION This Contract is public information. To the extent, if any, that any provision of this Contract is in conflict with Tex. Gov't. Code Ann. Chapter 552 et seq., as amended (the "Texas Public Information Act") the same shall be of no force and effect. 5.15 NO THIRD -PARTY BENEFICIARIES This Contract is entered solely by and between, and may be enforced only by and among the Parties. Except as set forth above, this Contract shall not be deemed to create any rights in or obligations to any third parties. 5.16 NO PERSONAL LIABILITY Nothing in this Contract is construed as creating any personal liability on the part of any employee, officer or agent of any public body that may be a party to this Contract. 5.17 NO JOINT ENTERPRISE This Contract is not intended to, and shall not be construed to create any joint enterprise between or among the parties. 5.19 SOVEREIGN IMMUNITY ACKNOWLEDGED AND RETAINED THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT NO PROVISION OF THIS CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY ANY PARTY OF ANY IMMUNITIES FROM SUIT OR LIABILITY THAT A PARTY MAY HAVE BY OPERATION OF LAW. THE PARTIES RETAIN ALL 18 GOVERNMENTAL IMMUNITIES. Signed this the I- day of December, 2017. CITY OF LUBBOCK BY: Daniel M. Pope, Mayor ATTEST: yeleca Garza, City Secret ry APPROVED AS TO ff ONTENT: Wood Franklin, P.E., APPROVED AS TO FORM: TEXAS TECH UNIVERSITY NX blic Works ;r Utilities 19 JennifeN,�,dli Procurement irector of T.l 1 61 • � ♦ T1 • i 1t T 1* tt7 Texas Tech East Petro Building