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. . David W. Walker July 22, 1991 Page Three to secure payment of those loans, Fruita promised to convey title to portions of its water system to CWCB; in 1983, Fruita agreed to merge its water system with the Ute Water water system; Ute Water desires to have Fruita's system transferred to ute Water free and clear of any claim to the system by CWCB; and CWCB is willing to release its claim to the water system if Fruita pledged its future sales tax revenues as security for the loans. By incorporating the ordinance into the Contract Amendments by reference, these provisions of the ordinance became a part of the Contract Amendments. The law relating to incorporation by reference is set forth in 17A Am.Jur. 2d, Contracts, ~400: other writings, or matters contained therein, which are referred to in a written contract may be regarded as incorporated by the reference as a part of the contract and therefore, may properly be considered in the construction of the contract. Where a written contract refers to another instrument and makes the terms and conditions of such instrument a part of it, the two will be construed together as the agreement of the parties. Accordingly, by making Fruita's ordinance a part of the Contract Amendments which it drafted, CWCB incorporated the terms and conditions of Fruita's ordinance into the Contract Amendments. As discussed above, the Contract Amendments do not expressly modify Paragraph B of the original Contracts. However, Paragraph 5 'of the Contract Amendments provide that in the event of any conflict, inconsistency, variance, and incongruity between the provisions of the Contract Amendments and the original Contracts, the provisions of the Contract Amendments will govern. The provisions of Attachment C, which are a part of the Contract Amendments, are inconsistent and incongruous with Paragraph B of the original Contracts. Accordingly, pursuant to Paragraph 5 of the Contract Amendments, the provisions of Attachment C, setting forth intent of the parties that the sales tax revenues would be substituted as security for the water system, control over the provisions of Paragraph B of the original Contracts. This conclusion is further strengthened by the fact that the Contract Amendments were prepared by CWCB, so, according to well established contract construction principles, any ambiguities in the contract Amendments will be construed against CWCB.