Posted by As Texas becomes more of a data center hub, water sourcing may become a pressing issue in some areas. It is therefore worth looking at ways that a previous Texas boom industry–fracking–creatively accessed unconventional water resources. Recycled municipal wastewater stands out as a useful resource for data centers, especially since it is already in use in some parts of the state. San Antonio comes to mind. Purple pipe water could be a great pairing with data centers.
What I have done here is use Pioneer Natural Resources’ 2014 recycled water sourcing agreement with the City of Odessa as a starting template, simplified and condensed it, and tried to tailor it to a datacenter use profile. It is a basic form agreement. Each legal team will almost certainly add custom twists.
With those qualifications in mind, I wanted to get the idea out there and the conversation started in the interests of water security, AI progress, and Texas prosperity. This does not constitute legal advice nor does it create an attorney-client relationship with any reader/viewer and author. It is also a beta document that will be changed and evolve as I learn more. Thank you!
Model Agreement Text. PDF here: https://texaswaterintelligence.com/wp-content/uploads/2025/12/city_data-center-recycled-water-supply-model-agreement-1.pdf
DATA CENTER MUNICIPAL RECYCLED MODEL WATER SUPPLY AGREEMENT
STATE OF TEXAS COUNTY OF [COUNTY NAME]
This Recycled Water Supply Agreement (“Agreement”) is entered into by and between the City of Opportunity, Texas, a municipal corporation (“City”), and Mega Compute Datacenters, LLC, a Delaware limited liability company authorized to do business in Texas (“Mega Compute”).
RECITALS
WHEREAS, Mega Compute is developing a hyperscale data center campus capable of consuming up to one (1) Gigawatt of electrical power (the “Campus”) and requires a reliable, sustainable supply of cooling water; and
WHEREAS, the City owns and operates wastewater treatment facilities and seeks to beneficially reuse treated effluent (“Recycled Water”) to conserve potable water resources; and
WHEREAS, the volume required by Mega Compute (10.0 MGD) requires the City to undertake significant capital improvements, including the expansion of treatment capacity and transmission infrastructure (the “Capital Improvements”); and
WHEREAS, the Parties desire to enter into a Public-Private Partnership wherein Mega Compute provides pre-payment capital to fund infrastructure upgrades in exchange for a guaranteed, long-term supply of Recycled Water, thereby recapitalizing the City’s utility infrastructure, supporting increased water recycling, and reducing Mega Compute’s environmental footprint and ensuring continuity of operations in the case of severe drought, such is as known to regularly affect many parts of the State of Texas.
NOW THEREFORE, the Parties agree as follows:
ARTICLE I: DEFINITIONS
Sec 1.1 “Capital Improvements”: Shall mean the design, engineering, and construction of the treatment facilities, transmission mains, and pump stations necessary to deliver 10.0 MGD of recycled water to the Delivery Point. For the avoidance of doubt, Capital Improvements shall strictly exclude the Mega Compute Texas I Campus and any infrastructure located downstream of the Delivery Point.
Sec 1.2 “Cooling Quality Standards”: Shall mean Recycled Water meeting TCEQ Type I (or strict Type II) standards with specific limits on Total Dissolved Solids (TDS), pH, and biologicals as set forth in Exhibit A, suitable for high-cycle cooling towers.
Sec 1.3 “Commercial Operation Date” (COD): The date upon which the Capital Improvements are commissioned and the City is capable of delivering the Minimum Guaranteed Volume.
Sec. 1.4 “Take or Pay”: The obligation of Mega Compute to pay for the Reserved Capacity regardless of actual consumption, ensuring debt service coverage for the City.
Sec. 1.5 “Recycled Water”: Shall mean treated wastewater sometimes referred to as “recycled water,” “reuse water,” or “effluent” produced by the City’s wastewater system and meeting the quality requirements established in this Agreement.
Sec. 1.6 Delivery Point. Mega Compute shall take delivery of water at the City’s plant outlet. For precision’s sake, this point is physically located at latitude [XX.XXXX} and longitude [YY.YYYY].
ARTICLE II: QUANTITY AND TAKE OR PAY
Sec. 2.1 Reserved Capacity (The Guarantee). Beginning 18 months after this Agreement is signed, the City agrees to make available, and Mega Compute agrees to take, the following volumes of Recycled Water (“Reserved Capacity”):
- Years 1-2 (Ramp Up): 3,000,000 Gallons Per Day (MGD).
- Years 3-4: 7,000,000 Gallons Per Day (MGD).
- Year 5+: 10,000,000 Gallons Per Day (MGD).
Sec. 2.2 Take or Pay Obligation. Mega Compute shall pay for 100% of the Reserved Capacity on a monthly basis, regardless of the actual volume taken. This “Take or Pay” provision is absolute and ensures the City recovers the operational and depreciation costs of the expanded infrastructure. For avoidance of doubt, “Reserved Capacity” refers to the proportion [XX%] of nameplate production capacity of the City’s recycled water provision equipment that 10 million gallons per day accounts for.
Sec. 2.3 Excess Volume. If Mega Compute requires volume in excess of the Reserved Capacity, and the City has such volume available, it shall be provided at the “Spot Rate” defined in Article V.
Sec. 2.4 Future Incremental Volumes. If City chooses to expand recycled water availability beyond the 10.0 MGD designated in this Agreement, Mega Compute may contract to purchase the incremental additional volumes under a “take or pay” structure indexed to PPI, with the multiplier determined based on PPI in the month the original Agreement was signed and PPI in the month the Parties contract for incremental additional water volumes. Solely as an illustration and for avoidance of doubt, if PPI was 100 when the original Agreement was signed and 200 when the follow-on was signed, the water price multiplier would be 200 ÷ 100 = 2.0.
ARTICLE III: QUALITY AND RELIABILITY
Sec. 3.1 Quality Standards. The City shall deliver Recycled Water meeting the Cooling Quality Standards (Exhibit A). The City acknowledges that material deviations in water quality (specifically pH spikes or high TDS) can damage Mega Compute’s cooling infrastructure. City does not guarantee water is “scale-free” but guarantees it meets the TCEQ permit parameters. Mega Compute is responsible for on-site “polishing” (final filtration/chemical treatment). Mega Compute releases City from financial responsibility for damage to Mega Compute equipment or assets resulting from all non-negligent water quality or volumetric supply problems.
Sec. 3.2 Monitoring. City shall maintain real-time water quality monitoring immediately upstream of the Delivery Point to measure TDS (chlorides, sulfates, and other soluble potential scale-causing ions) and turbidity. Mega Compute shall be granted daily access to the data from these sensors to help inform its downstream polishing and final treatment operations. Access to data shall be delivered via a secure, one-way linkage in order to protect both parties’ cyber security.
Sec. 3.3 Quality Deviations. City agrees that if TDS levels at the Mega Compute delivery point exceed One Thousand parts per million (1,000 PPM) for more than 24 hours, City shall provide Mega Compute a temporary waiver of the Take or Pay obligation for the duration of the quality deviation. City shall use utmost efforts to remedy the quality problem within seven (7) days. Exhibit A sets forth specific water quality parameters.
Sec. 3.4 Interruptions and Firm Supply. The water flows covered by this Agreement shall be considered firm industrial supplies. City may not divert this water to other users except in cases of catastrophic failure of the City’s potable water system impacting human health (Force Majeure). Flow Redundancy is required: The City agrees to maintain N+1 pump redundancy at the dedicated Pump Station. Storage is also required: Mega Compute agrees to maintain onsite water storage capacity equivalent to its Reserved Capacity obligations set forth in Sec. 2.1.
Sec. 3.5 Force Majeure. Neither the City nor Mega Compute shall be required to perform any term, condition, or covenant in this Agreement so long as such performance is delayed or prevented by force majeure, which shall mean acts of God, civil riots, floods, other natural disasters, or unanticipated interruption by a third party or governmental entity not reasonably within the control of the City or Mega Compute and which by the exercise of due diligence the City or Mega Compute is unable, wholly or in part, to prevent or overcome (“Force Majeure”).
Sec. 3.6 Emerging Contaminants of Concern. The Parties acknowledge that environmental regulations, specifically regarding Emerging Contaminants (including but not limited to PFAS, PFOA, and PFOS), are evolving. In the event that any federal, state, or local authority enacts new laws, regulations, or permit requirements (“Change of Law”) that necessitate capital improvements or increased operational costs for the City’s wastewater system, Mega Compute shall be responsible for its Pro-Rata Share of such compliance costs.
If Emerging Contaminants become an item that must be treated for in the recycled water stream, the City shall calculate a “Regulatory Compliance Surcharge” based on Mega Compute’s reserved volume relative to the System’s total capacity. This Surcharge shall be added to the monthly billing. If a Recycled Water quality issue emerges such that delivery would cause the City to violate new environmental regulations due to Mega Compute’s refusal to fund infrastructure upgrades necessary to ensure compliance, City shall have the right to unilaterally terminate the Agreement.
ARTICLE IV: RATES AND BILLING
Sec. 4.1 The Rate Structure. Mega Compute shall pay a volumetric rate comprised of two components:
- Base Operations Rate: Municipal wastewater rate for industrial customers per 1,000 gallons times 1.5 (covering O&M).
- Infrastructure Recapitalization Surcharge: In the event City and Mega Compute agree to expand the City’s Recycled Water production system to provide more than 10 million gallons per day to Mega Compute, Mega Compute shall pay a surcharge of $\[X.XX\] per 1,000 gallons (covering future capital replacement and system expansion). Once the expansion infrastructure is paid for, the fee ends.
- Drought Insurance Fee: $X.XX per 1,000 gallons.
- Total Initial Water Rate*:* $\[X.XX\] per 1,000 gallons.
Sec. 4.2 Annual Inflation Adjustment (PPI). The Base Operations Rate shall adjust annually on October 1st based on the Producer Price Index defined as the “Producer Price Index by Commodity: Inputs to Industries: Net Inputs to Construction Industries, Goods \[WPUIP2300001\]” provided by the U.S. Bureau of Labor Statistics. The Infrastructure Recapitalization Surcharge shall remain fixed for the Initial Term.
Sec. 4.3 Fallback Adjustment Benchmark. If this index ceases publication, the Parties shall select a comparable index reflecting the actual cost of municipal utility construction. In the event the primary index is unavailable on October 1st, the Parties shall use the last published index value, and the difference shall be reconciled via a single true-up adjustment on the subsequent anniversary date. For longer shutdowns, Parties shall use a mutually incorporated alternative inflation measurement benchmark.
Sec. 4.4 Cooling Tower Blowdown (Return Flow). If Mega Compute returns concentrated water (“Blowdown”) to the City’s sewer system, Mega Compute shall pay a Sewer Treatment Surcharge of $\[X.XX\] per 1,000 gallons of returned flow, subject to meeting the City’s Industrial Pretreatment Standards.
ARTICLE V: TERM AND TERMINATION
Sec. 5.1 Term. The Initial Term shall be Twenty (20) Years from the Commercial Operation Date.
Sec. 5.2 Renewal. Mega Compute has the option to renew for two (2) additional ten (10) year terms.
Sec. 5.3 Events of Default. The following events by either party shall constitute a Default: failure to pay, bankruptcy, uncured breach of quality/quantity standards, failure to repair mechanical damage, [fill in others].
ARTICLE VI: SPECIAL PROVISIONS & RISK ALLOCATION
Sec. 6.1 Sovereign Immunity (Texas Chapter 271). The City stipulates that this Agreement constitutes a contract for providing goods and services to the City and for the sale/delivery of Recycled water for industrial use under Texas Local Government Code Chapter 271, Subchapter I. The City waives sovereign immunity to suit for the purpose of adjudicating a claim for breach of this Agreement, up to the limits allowed by Chapter 271.
Sec. 6.2 Indemnity. Mega Compute shall indemnify the City against claims arising from Mega Compute’s use of the water after the Delivery Point. The City shall be responsible for claims arising from the water before the Delivery Point (e.g., pipeline bursts in the City streets). Mega Compute shall also indemnify the City from liability arising from use of the licensed property and any other general tort claims that may arise.
Sec. 6.3 Environmental Attributes. Mega Compute shall retain all “Water Credits,” “Sustainability Certificates,” or other environmental attributes associated with the beneficial reuse of effluent, which it may use for corporate ESG reporting. If the aggregate value of said Environmental Attributes exceeds $1 million in a given calendar year, Mega Compute shall pay City 50% of all incremental proceeds obtained from monetization of Environmental Attributes beyond the $1 million threshold.
Sec. 6.4 Relationship of Parties. The Parties agree that nothing in this Agreement creates, or is intended to create, a joint venture, partnership, or any type of agency between the Parties. Neither Party is an agent or employee of the other Party. Neither Party shall act nor represent itself, directly or by implication, as an agent or employee of the other Party. Each Party shall be responsible for the direction and control of its employees, subcontractors, and/or consultants and nothing under this Agreement shall create any relationship between the employees, subcontractors and/or consultants of Mega Compute and the City respectively.
The provisions of this Agreement do not affect the police powers of the City or any other governmental agency. Further, by approval of this Agreement, the City does not assume any additional responsibility nor does it create any cause of action against the City.
Exhibit B sets out key principles of the Parties’ relationship.
ARTICLE VII: DISPUTE RESOLUTION
Sec. 7.1 Mandatory Mediation. Mediation shall take place in an accessible facility within the City of Opportunity, Texas, and upon resolution of the dispute, shall be subject to the Open Meetings Act to the extent allowable by law.
Sec. 7.2 Venue. Unresolved disputes shall be litigated exclusively in the state district courts of [County Name] or Travis County, Texas.
ARTICLE VIII: ASSIGNMENT & SALE
8.1.1 Neither this Agreement, nor any of its rights may be transferred or assigned without the express written consent of all Parties. The above notwithstanding, Mega Compute may, with City’s written permission, assign this Agreement, and its rights hereunder, to an affiliate of Mega Compute, provided that: (1) such affiliate agrees in writing to be bound by all of Mega Compute’s obligations under this Agreement; (2) any such assignment by Mega Compute shall not release Mega Compute of any obligation or duty under this Agreement; and (3) Mega Compute shall first execute, in a form acceptable to the City, a Parent Company Guarantee that specifically guarantees performance of the obligations under this Agreement and provides indemnity to the City against any breach of this Agreement or the insolvency of the assignee, which shall continue in full force and effect until all the obligations of this Agreement have been discharged. City’s permission for an assignment shall not be unreasonably withheld.
8.1.2 In the event of a bona fide sale to a third party of all or substantially all of the assets of Mega Compute, or a merger of Mega Compute with a bona fide third party, in which Mega Compute is not the surviving entity, the City shall consent to the assignment of this Agreement to such successor or survivor entity, provided such entity expressly assumes all of Mega Compute’s then continuing obligations under this Agreement.
8.1.3 As used in this Section 9.1, the term “affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with Mega Compute.
8.1.4. City shall, at its sole discretion, have the right to assign its portion of this Agreement to a public or private entity of its choosing.
Article IX. NOTICE REQUIREMENTS
9.1.1. All notices, requests, demands, claims, and other communications under this Agreement (each, a “Notice”) must be in writing. Notices must be delivered by one of the following methods: Personal delivery (with written confirmation of receipt); Nationally recognized overnight courier (e.g., FedEx, UPS) with all fees prepaid; Certified or registered mail (in each case, return receipt requested, postage prepaid); or Email (with confirmation of transmission).
9.1.2. Effective Date of Notice. A Notice is effective only if the party giving the Notice has complied with the requirements of this Section X and the Notice is deemed received. Notices are deemed received as follows:
- Personal Delivery: Immediately upon receipt by the addressee.
- Overnight Courier: On the first Business Day following the date of deposit with the overnight courier.
- Certified/Registered Mail: On the third (3rd) Business Day after the date of mailing.
- Email: Upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email, or other written acknowledgement), provided that if such Notice is received after 5:00 p.m. Central Time on a Business Day, or on a day that is not a Business Day, it will be deemed received on the next Business Day.
9.1.3. Addresses for Notice. Notices must be addressed to the Parties as follows (or to such other address or email address as may be designated by a Party from time to time in accordance with this Section):
- If to City: [City Name] Attn: [Name/Title of Contact Person] [Street Address]
- If to Mega Compute: [Entity Name] Attn: [Name/Title of Contact Person] [Street Address]
ARTICLE X: EMINENT DOMAIN
10.1.1 Eminent Domain Affecting Water Infrastructure. In the event that the City or any other governmental authority exercises or threatens to exercise the power of eminent domain, condemnation, or similar compulsory taking (a “Taking”) with respect to any water pipeline, transmission facility, storage capacity, or water rights utilized by Tenant (“Water Infrastructure”), the Parties agree as follows:
(a) Compensable Interest. Any compensation payable to Tenant as a result of such Taking shall be limited to Tenant’s net unrecovered capital investment in the affected Water Infrastructure.
(b) Compensation Cap. Under no circumstances shall the compensation payable to Mega Compute exceed the fair market value of the Water Infrastructure minus the aggregate amount of:
(i) all capital contributions, capacity prepayments, system buy-ins, impact fees, advance payments, or infrastructure surcharges previously paid by Mega Compute to the City or its utility; and
(ii) any amounts previously reimbursed, credited, or offset against rates or charges.
(c) No Premium or Replacement Value. Tenant shall not be entitled to replacement value, lost profits, speculative future capacity value, or any premium attributable to emergency conditions, population growth, or public necessity.
(d) No Reversion Without Compensation. The City expressly waives and disclaims any right to repossess, reclaim, or reallocate water capacity or Water Infrastructure funded in whole or in part by Mega Compute without payment of the compensation calculated pursuant to this Section.
(e) Public Necessity Acknowledged. Mega Compute acknowledges that the City’s exercise of eminent domain in response to extreme public necessity, including population growth or public health emergencies, shall not constitute a breach of this Agreement, provided that compensation is paid in accordance with this Section.
EXHIBIT A: WATER QUALITY
At the time of entering into this Agreement, the City and Mega Compute agree and acknowledge that the following shows the current applicable Water Quality Standards for Type II Recycled Water uses as set forth in, Title 30, Part 1, Chapter 210, Section 210.33 of the Texas Administrative Code, and the Parties further agree and acknowledge that these standards may be revised and amended from time to time, or replaced by successor code sections or authorizations:
§210.33 Quality Standards for Using Recycled Water
The following conditions apply to the types of uses of Recycled water. At a minimum, the Recycled water producer shall only transfer Recycled water of the following quality as described for each type of specific use:
(2) for Type II Recycled water use, Recycled water on a 30-day average shall have a quality of:
(A) for a system other than pond system:
- BOD5: 20 mg/l
- or CBOD5: 15 mg/l
- Fecal coliform or E. coli: 200 CFU/100 ml*
- Fecal coliform or E. coli: 800 CFU/100 ml**
- Enterococci: 35 CFU/100 ml*
- Enterococci: 89 CFU/100 ml**
* 30-day geometric mean ** maximum single grab sample
EXHIBIT B: CITY PROPERTY LICENSE AGREEMENT
This City Property License Agreement (“Agreement”) is made and entered into by and between the City of Opportunity, Texas, a municipal corporation, in County X, Texas, a municipal home rule city (“City”), and Mega Compute, (“Licensee”) to allow Licensee the right of ingress and egress to construct, maintain, and service any part of Licensee’s pipeline infrastructure which shall be connected to the City’s Industrial Reuse Transmission Main pursuant to the Recycled Water Supply Agreement executed by the City and Licensee (“Parties”) on the day of Month/Year.
IN CONSIDERATION OF THE PREMISES AND MUTUAL COVENANTS CONTAINED HEREIN, CITY AND THE LICENSEE AGREE AS FOLLOWS:
Sec. 1 Grant: The City hereby grants to Licensee, subject to the terms and conditions contained herein, an exclusive, non-revocable during the term, as defined herein below, license to construct, monitor, maintain, replace, repair, and service the connection point, the Meter Station, and the Licensee’s System on City property as described herein and as described in the Recycled Water Supply Agreement (“Property”). Licensee shall have the right of ingress and egress over and across the Property, for all purposes reasonably necessary and incident to such rights, provided Licensee exercises such rights in a prudent, safe and workmanlike manner, does not unreasonably interfere with other uses of such Property, complies with all provisions in this Agreement, and complies with all state, federal, and city regulatory authority.
Sec. 2 License Area: The Property covered by this Agreement is generally identified in “Exhibit X” of the Recycled Water Supply Agreement. When the final alignment of the connection, the meter station, and Licensee’s System, is agreed upon by the Parties, the Property covered by this Agreement shall include the Property on or through which the Licensee’s System extends, as well as a perimeter around said System which is reasonably necessary for the construction, maintenance, and servicing thereof. The Parties agree to submit a final alignment map to supplement this Agreement once such alignment is agreed upon by the Parties.
Sec. 3 Term: This Agreement shall commence when it is executed by both Parties, and shall terminate upon expiration or termination of the Recycled Water Supply Agreement.
Sec. 4 Fees: There shall be no fees due from Licensee to the City. The consideration for this Agreement is already provided for in the Recycled Water Supply Agreement, and no additional fees shall be due.
Sec. 5 Expenses and Operations: The Parties agree that expenses connected with improvements upon the Property shall be allocated in accordance with the described in the Recycled Water Supply Agreement.
Sec. 6 Insurance: The Parties agree that Licensee shall, at its own expense, provide and maintain certain insurance in full force and effect at all times during the term of this Agreement and any extensions thereto, as required in the Recycled Water Supply Agreement.
Sec. 7 Indemnity: The Parties agree that the indemnity provisions, Section 6.2 of the Recycled Water Supply Agreement shall also apply to this Agreement.
Sec. 8 Compliance with Applicable Laws and Other Ordinances: Licensee agrees that as to all of its programs and activities conducted on the Property; it will fully comply with all federal, state, and local law. Except as otherwise allowed under the Recycled Water Supply Agreement, the City, by this Agreement, does not surrender or to any extent lose, waive, imperil, or lessen the lawful powers and rights now or hereinafter vested in the City under the constitution and statutes of the State of Texas and under the Charter of the City.
Sec. 9 Standard of Care: Licensee agrees to take proper means to protect the Property and to protect any persons invited or under the control of Licensee who might be injured or seriously affected by any of the work to be undertaken by Licensee under this Agreement.
Sec. 10 Temporary Suspension of Agreement: In the event that the City determines that there is a serious safety concern/violation which could endanger Licensee, Licensee’s System, or the Property, the City shall have the authority to temporarily suspend this Agreement and access to the Property by providing written notice to Licensee of the safety concern/violation. Temporary suspension of this Agreement and access to the Property shall remain in effect until the safety concern/violation is remedied to the reasonable satisfaction of the City.
Sec. 11 Repair of Damages: During the term of this Agreement, Licensee shall, at its expense, make all repairs necessary to keep said Property in good condition and repair. Licensee shall provide for the repair of any and all damages and shall restore, as nearly as practicable, such property to substantially its condition immediately prior to the incident causing such damage. Licensee shall commence such repairs immediately upon completion of the work or activity in which Licensee was involved at the time the damage occurred and shall complete such repairs as promptly as possible and in a manner reasonably satisfactory to the City, in compliance with city ordinances and Public Works’ standard specifications. The duty to repair shall not create a cause of action in any third party and Licensee shall have a right of subrogation against any third party which might have contributed to the damage. In addition, upon termination of this Agreement, Licensee agrees to promptly clear the License Area of all litter, trash, waste, and other substances caused by Licensee and restore the Property to the same surface conditions, as nearly as possible, as existed when such operations were commenced at the sole expense of Licensee, reasonable wear and tear excepted. The City shall not be responsible for any damages to improvements made by Licensee.
Sec. 12 Warranties: The City makes no warranties or representations regarding the condition of the Property permitted for use by Licensee; and Licensee by approval of this Agreement represents that, prior to taking possession, it has inspected the Property and has full knowledge of any defects and waives any claims, damages, costs or expenses against the City arising from any such defects and accepts said Property as it presently exists and as herein provided.
Sec. 13 Relationship: Licensee agrees that it shall operate and maintain the premises separate and independent from the City, and not as a joint venture, agent, employee, or contractor of the City. The relationship of the Parties shall be one of owner and licensee; and Licensee is not authorized to act as agent, employee, contractor, or in any capacity on behalf of the City by reason of this License Agreement.
Sec. 14 Personal Grant: The rights granted to Licensee herein are personal and do not constitute any interest in the surface of the right-of-way, except as herein otherwise provided.
Sec. 15 Notice: Any notice herein required to be made by the Parties shall be made in the manner set forth in the Recycled Water Supply Agreement.
Sec. 16 Assignment and Successors: This Agreement may only be assigned by Licensee to a successor or assignee if the Recycled Water Supply Agreement has also been assigned to the successor or assignee under the terms and conditions set out therein. No other assignment of this Agreement shall be valid without the express written consent of the City.
Sec. 17 Miscellaneous: This Agreement (a) shall be binding upon the Licensee and its respective legal representatives, successors, and assigns; (b) may be modified or amended only by written instrument signed by each Party hereto; (c) shall be governed by and construed in accordance with the laws of the State of Texas and of the United States of America and the rules and regulations of any agency having jurisdiction; (d) may be executed in several counterparts, and each counterpart, when so executed and delivered shall constitute an original Agreement, and all such separate counterparts shall constitute but one and the same Agreement; (e) embodies the entire Agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such matter whether written, verbal or otherwise; and (f) shall incorporate the dispute resolution section contained in the Recycled Water Supply Agreement. The captions in this Agreement are for convenience only and shall be accorded no substantive meaning in the interpretation thereof.