10-C LCWSD Wholesale Treated Water Contract

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affecting the enforcement of creditors' rights generally and general equitable principles. ARTICLE IX - OWNERSHIP. LIABILITY. AND INDEMNITY 9.1 NO JOINT OWNERSHIP. No provision of this Agreement shall be construed to create any type of joint or equity ownership of any property, any partnership or joint venture, nor shall same create any other rights or liabilities and LCWSD payments (whether past, present, or future) shall not be construed as granting LCWSD partial ownership of, prepaid capacity in, or equity in the Paris' water system. 9.2 REUSE OF RETURN FLOWS. LCWSD agrees that Paris may reuse Return Flows. LCWSD also agrees that it shall not authorize any of its customers to reuse the Return Flows. LCWSD agrees that Paris, but not LCWSD, is authorized to apply to the TCEQ to indirectly reuse any Return Flows. LCWSD will receive no compensation, credit, or offset for Paris' subsequent use and reuse of Return Flows. 9.3 RESPONSIBILITY FOR TREATED WATER. The liability for damages arising from the proper treatment, transportation and delivery for all Treated Water provided hereunder shall remain with Paris to the Points of Delivery and, upon passing through the Meter(s), the liability for such damages shall pass to LCWSD. As between the City and LCWSD, such liability for water delivered from the LCWSD distribution system to retail customers of the City pursuant to Article 4.1 shall pass to the City upon passing through the individual customer meter. 9.4 INDEMNITY. By signing this Agreement, LCWSD agrees on behalf of itself and its successors and assign that it will, to the fullest extent permitted by law, defend, protect, indemnify and hold harmless Paris and Paris' officers, directors, employees, agents, elected officials and consultants from and against all damages, liabilities or costs, including reasonable attorney's fees and defense costs, to the extent caused by LCWSD's negligent acts or omissions under this or incident to this agreement. By signing this Agreement, Paris agrees on behalf of itself and its successors and assign that it will, to the fullest extent permitted by law, defend, protect, indemnify and hold harmless LCWSD and its officers, directors, employees, agents, elected officials and consultants from and against all damages, liabilities or costs, including reasonable attorney's fees and defense costs, to the extent caused by Paris' negligent acts or omissions under this or incident to this agreement. 9.5 IMMUNITIES UNDER STATE LAW. Nothing in this Agreement shall be construed as waiving sovereign immunity or any other immunity that the Parties may be entitled to under state or federal law . 9.6 NO CONSEQUENTIAL DAMAGES. Notwithstanding any other provision of this Agreement, in no event shall the Parties or any of their affiliates, by reason of any of their respective acts or omissions relating to their obligations under this Agreement, be liable, 22 l'aris/LCWSD Wholesale Treated Water Contract r