Ordinance No. 15,145 ORDINANCE NO. 15,145
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS, AUTHORIZING A WASTE DISPOSAL AGREEMENT WITH LAKE
MUNICIPAL UTILITY DISTRICT; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
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BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section l: That the City Council of the City of Baytown hereby authorizes and
directs the City Manager to execute a Waste Disposal Agreement with Lake Municipal Utility
District. Said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents
and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by
the City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the
City of Baytown this the 14th day of July, 2022.
YTO�4 DON CAPETILLO, ayor
ATTEST: �oF eP••••••.;•�F
o
e
A VELA WKSOK, City Cle y
�9A O F'V
APPROVED AS O RM:
SCOTT LEMOID, City Attorney
RAKaren AndersonlORDINANCES\2022\2022.07.14\LakeMUDWastewaterDisposalAgreement.docx
EXHIBIT "A"
WASTE DISPOSAL AGREEMENT
BETWEEN
THE CITY OF BAYTOWN,TEXAS
AND
LAKE MUNICIPAL UTILITY DISTRICT
This Waste Disposal Agreement (this "Agreement") is made and entered into as of the
date herein last specified by and between the City of Baytown, Texas, a municipal corporation
and home-rule city which is principally located in Harris County, Texas (the "City"), and Lake
Municipal Utility District, a body politic and corporate in Harris County created under Section
59, Article XVI, Texas Constitution and Chapter 54, Texas Water Code(the "District").
1. The City is a municipal corporation and home-rule city principally located in
Harris County, Texas. The City owns, operates and maintains a waste collection, treatment and
disposal plant and related equipment and facilities for the gathering, treatment and disposal of
waste.
2. The District is a fresh water supply district organized and existing under Article
XVI, Section 59 of the Constitution of the State of Texas,and operating pursuant to Chapter 54,
Texas Water Code.
3. The District owns a waste collection system serving the Service Area and desires
to purchase treatment of its sewage from the City.
4. The District is empowered to collect,transport, process, dispose of, and control all
domestic, industrial or commercial waste whether in fluid,solid or composite state.
5. The District is authorized to purchase, construct, acquire, own, maintain, repair or
improve or extend inside and outside its boundaries any and all works, improvements, facilities
and plants, necessary and incidental to the collection, transportation, processing, disposition and
control of all waste.
6. All or part of the Service Area lies within the extraterritorial jurisdiction of the
City as established by Chapter 42 of the Texas Local Government Code as amended. The parties
acknowledge the possibility that the City may annex the Service Area during the term of this
Agreement. In addition,the parties desire to avoid overlapping responsibilities for utility service.
7. The parties have determined that they are authorized to enter into this Agreement
by the Constitution and the laws of the State of Texas, including without limitation Texas Local
Government Code Section 552.001 and Texas Water Code Section 49.213, as same may be from
time to time amended.
Waste Disposal Agreement,Page I
NOW THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained the parties hereto do mutually agree as follows:
ARTICLE I
DEFINITIO
NS
The terms and expressions used in this Agreement, unless the context clearly shows
otherwise,and in addition to other defined terms herein, have the following meanings:
1.1 "Alteration" or "Alter" shall mean modifying, improving, replacing, expanding,
extending, or making other changes to a facility, exclusive of maintenance repairs which
are preventative in nature.
1.2 "City's System" shall mean the systems for the collection, transportation and
treatment of waste and any extensions thereof and additions thereto, currently serving or
that may be constructed to serve the City.
1.3 "Director" shall mean the Director of Public Works/Engineering of the City of
Baytown.
1.4 "District's System" shall mean the systems for the collection and transportation
of waste,and any extensions thereof and additions thereto, constructed or to be constructed to
serve the District, including those lines and facilities necessary for the transportation of
waste from dwellings and buildings connected to the District's System to the point of
interconnection with the City's System.
1.5 "Industrial Waste" shall mean waste resulting from any process of industry,
manufacturing,trade or business from the development of any natural resource,or any mixture
of the waste with water or normal wastewater,or distinct from normal wastewater.
1.6 "Infiltration Water"shall mean water or other waste which enters a sanitary sewer
system by means other than by a permitted connection;"infiltration water" includes water which
leaks into a sanitary sewer system.
1.7 "Interconnections" shall mean those improvements necessary for the
connection of the City's System and District's System as set forth herein.
1.8 "Prohibited Waste"shall be those discharges prescribed by the City of Baytown's
Industrial Waste Ordinance as set forth in Article V of Chapter 98 of the Code of Ordinances
of the City of Baytown, a copy of which is attached hereto as Exhibit "A" and for all
purposes made a part of this Agreement. All future amendments to the City's Industrial Waste
Ordinance shall apply to this Agreement when such amendments are adopted.
Waste Disposal Agreement,Page 2
1.9 "Service Area" shall mean that portion of the area within the boundaries of the
District, which is more particularly described in Exhibit "B," which is attached hereto and
incorporated herein for all intents and purposes. The Service Area consists of a total of 2023
service connections, including 2013 residential connections in Meadow Lake Village and three
(3)commercial connections,consisting of a retail establishment,a car dealership,and a church .
1.10 "Sewage" shall mean the liquid and water-carried domestic waste discharged
for sanitary conveniences of dwellings and buildings connected to a sanitary sewer collection
system,excluding industrial wastewater discharged into sanitary sewers.
1.11 "TCEQ" shall mean the Texas Commission on Environmental Quality or its
successor.
1.12 "Treatment Plant"or"Plant"shall mean the City's Northeast District Wastewater
Treatment Plant, including all additions or modifications thereto which may occur subsequent
to the execution of this Agreement.
1.13 "Waste" shall mean sewage and Industrial Waste collected by a sanitary sewer
system together with such infiltration water as may be present, provided that such system
is constructed in compliance with City Specifications and continually and promptly maintained
and repaired.
ARTICLE II
DISTRICT'S
SYSTEM
2.1 District's System. The District shall operate and maintain and may thereafter
Alter the District's System. No cost of the District's operation, maintenance or Alteration of the
District's System, including engineering fees, the acquisition of any lands or easements in
connection therewith, and obtaining the approval of any regulatory agency shall be borne by
the City.
2.2 City Approval of Plans and Specifications. Prior to the initiation of any
construction for any Alteration of the District's System during the term of this Agreement,
the engineers of the District shall submit to the Director for written approval the plans and
specifications. No construction for any Alteration of the District's System shall begin until such
plans and specifications are approved in writing by the Director.The District's engineer will
provide the City, upon completion of any Alteration, with a certification that the District's
System was built in accordance with the City's standard plans and specifications as approved
by the City. The District shall be required to provide the City as-built drawings of the
current system and any Alteration thereof.
2.3 Inspection. The District specifically grants the City the right to inspect at any
time any and all construction of the District's System in order to determine whether such
construction is in conformance with the City's standards and the approved plans and
Waste Disposal Agreement,Page 3
specifications. Should all or any portion of the District's System be found by the Director not to
conform in some material respect with the City's standards or the approved plans and
specifications, then the District shall, immediately upon receiving written notice from the City
of such non-conformance, take those remedial steps necessary to meet the required standards,
regardless of when such non-conformity is detected.The District's System must be brought into
conformity with the City's standards and the approved plans and specifications within thirty(30)
days of the District's receipt of notice of non-conformance, unless an extension is approved
in writing by the Director. Failure to adequately and timely remedy the District's System shall
be construed as an Event of Default for which no additional opportunity to cure shall be given.
2.4 Point of Connection. The point of connection between the City's System and the
District's System shall be at the City's manhole located at the Northwest corner of San
Jacinto Shopping Center as further depicted in Exhibit "C" and shall not be changed
without prior written approval of the Director.
2.5 Discharge. Both the City and the District agree that the City shall receive from
the District and the District shall discharge such volumes of waste at such times and in such
quantities as provided in Article IV of this Agreement, for the price and at the point or points
of delivery herein provided, consistent with other limitations as stated herein.
2.6 Commencement of Use of Interconnections. The Interconnections were placed
into operation based upon the former agreement between the parties and remain subject to the
inspection and approval by the City. Furthermore, the City reserves the right to reject any
Interconnection designated by the District which would, in effect, interfere with or increase the
cost of any other facilities or operations which the City might wish to construct or implement,or
plan to construct or implement, or which would adversely affect the City's ability to provide
sewer services to any of its customers.
ARTICLE
III
OWNERSHIP OPERATION AND MAINTENANCE OF SYSTEMS
3.1 District's System.The District shall own, operate and maintain at its sole cost
and expense the District's System and will promptly repair any of its facilities so as to prevent
leakage or infiltration. However, should the District fail to operate and maintain the District's
System in a manner consistent with sound engineering principles, and should such failure
become a danger to the continued proper operation of any portion of the City's System as
determined at the sole discretion of the City,then such failure shall be considered an Event of
Default.
3.2 City's Plumbing Code. The District covenants and agrees to comply with the
City's current Plumbing Code and all amendments thereto for sanitary sewer facilities and agrees
not to permit plumbing work relating to sewer service or allow connection to the District's
System except in compliance with the City's Code and after inspection and approval by
the District's operator or other authorized representative. The District shall, after such
Waste Disposal Agreement,Page 4
inspection and approval and prior to service to the facility, submit to the City an affidavit
of inspection certifying that all requirements of the City's Plumbing Code have been satisfied.
The District further agrees that all plumbing connections shall be maintained in
compliance with the Plumbing Code requirements of the City. In order to enforce this provision,
the City inspectors shall be permitted to act for and on behalf of the District or in lieu of
the District's operator, and the District will enforce any notice issued by such inspectors.
The District will be charged an inspection fee in the amount as specified in Section 2-595 of
the Code of Ordinances, as amended, for each inspection made by the City pursuant to this
provision. If any such notices are not complied with, the District shall discontinue service
when this may be legally done pursuant to the District's Rate Order upon the request of the
City to do so. A copy of such rate order is attached hereto as Exhibit "D" and incorporated
herein for all intents and purposes. Failure of the City to act on behalf or in lieu of the District
shall not be construed as a waiver of the right to so act in the future or to exercise any right or
remedy occurring as a result of the District's default.
Should the District for any reason fail to enforce the standards established by the City's
Plumbing Code for sewer facilities or should the District fail to comply with the foregoing
provisions of this section, such failure shall be an Event of Default.
3.3 Outside Service Contracts. The District agrees that should the District desire
to delegate responsibility for maintenance or for supervision of the District's System to any
individual or entity other than its own employees or a sewage plant operator holding a valid
certificate of competency issued under the direction of the TCEQ as required by Texas Water
Code Section 26.0301, as amended, or any other permit or certificate required by law, then
any such proposed service arrangement, by written contract or otherwise, must be approved
in writing by the Director,whose consent shall not be unreasonably withheld,prior to execution
by the parties. Failure of the District to submit any such proposed service agreement to the
District prior to its execution shall be considered an Event of Default. Any outside service
agreement, whether submitted to the City or not, shall contain a clause terminating the service
agreement as to the District on the date of annexation of the District by the City.
3.4 Industrial Waste. The District shall not discharge any Industrial Waste into the
City's System.
3.5 Waste to Comply with City Ordinance. Discharges of Industrial Waste into
the District's System shall comply with Article V "Industrial Waste," Chapter 98 "Utilities" of
the Code of Ordinances of the City of Baytown,Texas. User fees shall be charged in accordance
with Division 4 "User Charges and Agreements" of such article. The District is obligated
to assume the responsibility to enforce Article V "Industrial Waste" with respect to
impermissible discharges of Prohibited Wastes originating from within the District. Failure
of the District to enforce said City Ordinance to the satisfaction of the City shall be
considered an Event of Default.
3.6 Seepage and Infiltration.The District agrees that it will adopt and enforce written
rules, regulations, and provisions to ensure that connections to the System will be such as
Waste Disposal Agreement.Page 5
to prevent as much as feasibly possible the discharge into said System of anything except
sewage; and in particular, but without limitation thereto, that no drains shall be installed or
connected in such a manner that any rainwater or other surface waters are permitted to enter
the District's System; and, in addition, that adequate safeguards will be taken to prevent any
abnormal seepage or infiltration or discharge of any solid matter into said System. The
District agrees that throughout the term of this Agreement the District will promulgate and
enforce an active program to reduce the inflow and infiltration into the City's System.
Additionally, the District shall tender to the City a report at least annually on the progress of
such program. Prior to the execution of this Agreement by the City, the District shall supply
the Director with a copy of such rules, regulations, and contracts, including a statement of
measures designed to enforce such provision. The District shall initiate whatever lawful
actions are necessary to disconnect any customer who, following reasonable notice, refuses
to remove noncompliant connections. The District will inspect all connections at the time
made and continue to monitor the District's System as a whole to detect infiltration and
unpermitted connections at least one (1) time per month or as otherwise may be ordered by
the Director. The District further agrees to continuously maintain the District's System so as
to prevent any abnormal seepage or infiltration or discharge of any solid matter into said
System. Failure to do so shall be an Event of Default notwithstanding any payments pursuant
to the following paragraph.
3.7 Participation in State and Federal Grant Programs, Contribution to Costs. The
District recognizes that the City may participate in a federally-funded grant program for
the construction of sewage treatment plants under the provisions of the Federal Water
Pollution Control Act, P.L. 92-500, as amended. Furthermore, the District recognizes that the
City may in the future participate in similar federal or state programs. As part of such
programs, and consistent with the City's successful participation and sharing in grant
funds, certain responsibilities may be imposed upon the City with respect to compliance
with state and/or federal rules and regulations regarding contributors to the City's System.The
District recognizes that by virtue of this Agreement,it is a contributor to the City's System and,
as a contributor,shall be required to take all necessary steps to enable the City to continue
to comply with such programs and to bear the District's pro rata share of the expense of
such compliance. More specifically, the District authorizes the City and its representatives to
enter District property and to conduct those tests, including, but not limited to,
infiltration/inflow analyses, smoke tests, and/or other similar analyses as required under the
provisions of the Federal Water Pollution Control Act and the City's Federal Grant Agreements
to characterize the condition of the District's System. The District agrees to pay costs of such
analyses of the District's System not refunded by the state or federal government to the City
within thirty (30) days of receipt of an invoice for the same. In addition, the District agrees to
pay within thirty (30) days of receipt of an invoice the unrefunded costs of any remedial
measures necessary to improve the District's System in order to comply with state or federal
requirements and agrees to see that such remedial measures are timely taken. Such steps are
not exclusive, and the District agrees to take all steps necessary to assure City's compliance
with such programs. Failure of the District to comply with this section shall constitute an
Event of Default.
3.8 Delivery of and Title to Waste. Title to all waste to be treated hereunder
Waste Disposal Agreement,Page 6
shall remain in a particular party so long as such waste remains on such party's side of
the Interconnection. Upon passing through the Interconnection, title thereto shall pass to the
other party; however, the City shall be under no responsibility to accept those waste materials
which do not conform with the quality or quantity standards as otherwise specified herein,
including "Prohibited Waste."
ARTICLE IV
QUANTITY AND CAPACITY
4.1 Maximum Ouantity. In consideration of the compensation stated herein,the City
shall accept and treat waste from the District and the District shall have the privilege of
discharging waste into the City's System, not to exceed 400,000 gallons per day average daily
flow. The District understands and agrees that it shall at no time deliver more than the amount
specified in this section. Exceeding the capacity reserved herein shall constitute an Event of
Default.
4.2 Capacity Reserved. Upon the payment of impact fees, the City covenants and
agrees that upon receipt of impact fees as provided for in Section 5.1 of this Agreement, the
City shall endeavor to reserve for the exclusive use and benefit of the District, the capacity in
its Treatment Plant sufficient to treat the quantities set forth in Section 4.1 of this
Agreement. However, the City is in no case to be held to any liability for failure to furnish
any specific capacity in its Plant for the District.
4.3 Service Contracts with Other Entities. The District shall not permit any
additional entity or source located outside the Service Area to connect to the District's System
during the term of this Agreement without the express prior written consent of the City.
Failure to comply with this provision shall constitute an Event of Default.
ARTICLE V
PAYMENT AND TERMS
5.1 Impact Fees. the District shall pay to the City impact fees pursuant to
Chapter 114, Article IV of the Code of Ordinances, Baytown, Texas, for any development
after the effective date of this Agreement.The impact fees may be adjusted from time to time by
the City Council, and the District shall be required to pay the rate in effect at the time payment
is due.
5.2 Monthly Wastewater Service Charge. The District shall pay to the City in
monthly installments a wastewater service charge (to cover the City's operation and
maintenance)equal to the actual consumption of water attributable to the waste gathered by the
District's System delivered to the City at the point(s) of connection, and treated by the Plant
during the month in question per connection within the District's Service Area. The charge shall
be calculated on the basis of the metered water use or otherwise for each connected user,
consistent with the provisions for such calculation found in the City's Sewer Service Rate
Waste Disnosal Agreement.Page 7
Ordinance, which may be amended from time to time, and this Amendment. A copy of the
City's present rate ordinance for sanitary sewer service,as set forth in Chapter 98,Article IV of
the Code of Ordinances of the City of Baytown, in effect as of the date of this Agreement, is
attached as Exhibit "E," and incorporated herein. The usage per user connection shall be
calculated by dividing the total metered water usage by the number of connections in the Service
Area, as hereinafter may be amended, by the number of users in the District as reported by the
District to the City
5.3 OOveratina Reports. Each month, the District shall provide to the City a
preliminary operating report in a form approved by the City's Director of Finance. Such
preliminary operating reports shall be tendered to the City on or before the 10'h of each month
concerning the prior month's operations. After receipt of each preliminary operating report, the
City will generate an invoice specifying the amount due and owing for the report period. The
District shall present both the preliminary operating report and the corresponding invoice to
its Board of Directors each month on or before the third Thursday of the month for the
Board's review and approval. On or before the Friday after the third Thursday of each
month, the District shall tender to the City a final operating report for the previous month
in a form approved by the City's Director of Finance containing a certification by the presiding
officer of the Board that the information contained in the report is true and correct. Should
there be any difference between the preliminary and final operating reports, which affects the
amount due and owing to the City, the City shall adjust the next month's bill to address such
difference.
5.4 Right of Inspection. City shall have the right at any time by actual count or by
an inspection of the District's books, records and accounts to determine the number of sewer
connections served by the District, and the District shall have the right at any time to inspect
the City's books, records and accounts to verify the charges levied by the City. It shall be the
duty of the parties to cooperate fully with each other in any such count, inspection or audit.
All books, records and accounts shall be open for inspection at all reasonable hours for any
authorized representative of the parties.
5.5 Billing and Payments. Beginning on the date when the City first commences
taking waste from the District through the Plant, the District shall account and certify to the
City the number of connections in use on said first day and thereafter the District shall render
to the City on the first day of each month an accounting of the service charges as provided
in Section
5.3. On receipt of the above-described accounting, the Director will bill the District for
the service charges accrued during the preceding month. Payment by the District to the City
shall be made within thirty(30)days following the receipt of the bill.
Any sums payable by the District to the City under this Agreement which are not
paid within thirty (30) days following the receipt of the bill shall bear interest in accordance
with Section 2251.025, Texas Government Code. If the District defaults on the payment of
any bill, and the amount so past due and unpaid, including interest thereon, is collected by
the City by suit, there shall be reasonable attorneys' fees added thereto for collection thereof
by suit. Failure to pay charges when due shall constitute an Event of Default. Notwithstanding
Waste Disposal Agreement,Page 8
any of the above, in the event the District fails to tender payment of any amount when
due and such failure continues for thirty (30) days after notice in writing to the District of
such default, the City may suspend delivery of services offered hereunder, but the exercise of
such right shall be in addition to any other remedy available to the City.
5.6 Modifications. Although the City believes that the present charges for such
services as set forth herein are fair and reasonable; nonetheless,the parties realize that the City
may increase the charges for such services, whether by amendment of the rate schedule for
like services outside the City limits upon which the service charges levied hereunder are based,
or by other means.
5.7 Operating Expense and Covenants as to Rates. The sums to be paid the City
by the District under the terms of this Agreement are declared by the District to be an essential
cost of operating and maintaining the District's System as a part of the District's System,
and such costs shall be first charged upon the gross revenues received from the District's System
as a part of the District's combined waterworks, sanitary sewer and drainage system, and such
costs shall be a first charge upon the gross revenues received from the District's operation of
said combined system. The District agrees to establish and maintain rates sufficient to pay
all costs and expenses of operation and maintenance of the District's System.
5.8 Event of Default. An Event of Default, as stated from time to time herein, shall
constitute a material breach of this Agreement for which the City may,and the District explicitly
recognizes the City's right to, terminate service under this Agreement and to seek all remedies
at law or in equity necessary to enforce the provision(s) violated; provided however, that
this Agreement shall not be terminated prior to the City giving ten (10) days' written notice
to the District of the Event of Default complained of and a reasonable opportunity for the
District to cure said default, or, if not curable in that time as determined at the sole discretion
of the City, to within ten (10) days commence substantial curative efforts and faithfully
prosecute the same. Termination of service pursuant to this section shall not limit either party
to any other remedy at law or in equity.
ARTICLE VI
MISCELLANEOUS
PROVISIONS
6.1 Force Maieure. In the event any party is rendered unable, wholly or in
part, by force majeure to carry out any of its obligations under this Agreement, it is agreed
that on such party giving notice and full particulars of such force majeure in writing or by
telegraph to the other party as soon as possible after the occurrence of the cause relied
upon, then the obligations of the party giving such notice, to the extent it is affected by force
majeure and to the extent that due diligence is being used to resume performance at the
earliest practicable time, shall be suspended during the continuance of any inability but for no
longer period. Such cause shall as far as possible be remedied with all reasonable dispatch.
The term "force majeure"as used herein shall include, but not be limited to,acts of God,
strikes, lockouts or other industrial disturbances, acts of the public enemy, war, blockades,
Waste Disposal Agreement,Page 9
insurrections, riots, landslides, lightning, earthquakes, fires, storms, floods, washouts,
droughts, tornadoes, hurricanes, arrests and restraints of governments and people,
explosions, breakage or damage to machines or pipelines and any other inability of either party,
whether similar to those enumerated or otherwise and not within the control of the parties
claiming such inability, which by the exercise of due diligence and care such party could
not have avoided.
It is understood and agreed that the settlement of strikes or lockouts shall be entirely
within the discretion of the party having the difficulties, and the above-referenced requirement
that any force majeure be remedied with all reasonable dispatch shall not require the settlement
of strikes or lockouts by acceding to demands of the opposing party when such course
is inadvisable in the discretion of the party having the difficulty.
6.2 Approval. Whenever this Agreement requires or permits approval or consent
to be hereinafter given by any party, such approval or consent shall not be unreasonably
withheld, and, if finally given, shall be effective without regard to whether such approval
or consent is given before or after the time required herein. Such approval or consent on behalf
of a party shall be evidenced by an ordinance or resolution adopted by the governing body
of the party, or by an appropriate certificate executed by a person, firm or entity previously
authorized to determine and give such approval or consent on behalf of the party pursuant to an
ordinance or resolution adopted by the governing body, unless stated otherwise herein.
6.3 Address and Notice. Unless otherwise provided in this Agreement, any notice,
communication, request, reply or advice (herein severally and collectively for convenience,
called "Notice") herein provided or permitted to be given, made or accepted by any party to
the other must be in writing and may be given or served by depositing the same in the United
States mail, postpaid and registered or certified and addressed to the party to be notified,
with return receipt requested, or by delivering the same to an officer of such party, or by
prepaid telegram, when appropriate, addressed to the party to be notified. Notice deposited
in the mail in the manner hereinabove described shall be conclusively deemed to be effective,
unless otherwise stated in this Agreement, from and after the expiration of three(3)days after
it is so deposited.
Notice given in any other manner shall be effective only if and when received by
the party to be notified. However, in the event of service interruption or hazardous
conditions, neither party will delay remedial action pending the receipt of formal notice. For
the purpose of notice,the address of the parties shall, until changed as hereinafter provided,be
as follows:
If to the City,to
City Manager
City of
Baytown
P.O. Box 424
Baytown,TX 77522-0424
Waste Disposal Agreement,Page 10
Fax:(281)420-6586
If to the District, to
Lake Municipal Utility District
Attn: President
c/o Bacon& Wallace, L.L.P.
6363 Woodway Drive, Suite 800
Houston, Texas 77057-1762
The parties shall have the right from time to time and at any time to change their
respective addresses and each shall have the right to specify as its address any other address,
provided at least fifteen (15) days' written notice is given of such new address to the other
parties.
6.4 Assignability. This Agreement shall bind and benefit the respective parties
and their legal successors and shall not be assignable in whole or in part by any party without
first obtaining written consent of the other party.
6.5 Regulatory Agencies._ This Agreement shall be subject to all present and future
valid laws, orders, rules and regulations of the United States of America, the State of Texas,
and of any regulatory body having jurisdiction.
6.6 No Additional Waiver Implied. The failure of any party hereto to insist, in
any one or more instances, upon performance of any of the terms, covenants or conditions of
this Agreement, shall not be construed as a waiver or relinquishment of the future
performance of any such terms, covenants or conditions by any other party hereto, but the
obligation of such other party with respect to such future performance shall continue in full
force and effect.
6.7 Modification. Except as otherwise provided herein, this Agreement shall be
subject to change or modification only with the mutual written consent of the parties hereto.
6.8 Parties in Interest. This Agreement shall be for the sole and exclusive benefit
of the parties hereto and shall not be construed to confer any rights upon any third party. The
City shall never be subject to any liability in damages to any customer of the District for
any failure to perform its obligations under this Agreement.
6.9 Captions. The captions appearing at the first of each numbered section in this
Agreement are inserted and included solely for convenience and shall never be considered
or given any effect in construing this Agreement or any provision hereof,or in connection with
the duties, obligations or liabilities of the respective parties hereto or in ascertaining intent,
if any question of intent should arise.
6.10 Severability. The provisions of this Agreement are severable, and if any
provision or part of this Agreement or its application thereto to any person or circumstance shall
Waste Disposal Aereement,Page I I
ever be held by any court of competent jurisdiction to be invalid or unconstitutional for
any reason, the remainder of this Agreement and the application of such provisions or part
of this Agreement to other persons or circumstances shall not be affected thereby.
6.11 Merger. This Agreement embodies the entire understanding and agreement
between the parties as to the waste disposal services, and there are no prior effective
representations,warranties or agreements between the parties.
6.12 Construction of Agreement. The parties agree that this Agreement shall not be
construed in favor of or against any party on the basis that the party did or did not author
this Agreement.
6.13 Term. This Contract shall be in full force and effect beginning on the date of
execution by the City until December 31, 2030, at 8:00 a.m. However, both parties expressly
understand and agree that should all or any portion of the property involved in this
Agreement become annexed by the City of Baytown,this Agreement may terminate with respect
to such area at the sole option of the City.
6.14 Agreement Read. The parties acknowledge that they have read, understand and
intend to be bound by the terms and conditions of this Agreement.
6.15 Multiple Originals. It is understood and agreed that this Agreement may be
executed in a number of identical counterparts, each of which shall be deemed an original for
all purposes.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this
_day of , 2021.
CITY OF BAYTOWN
RICHARD L. DAVIS,City Manager (Date)
ATTEST:
ANGELA JACKSON,City Clerk
APPROVED AS TO FORM:
KAREN L. HORNER,City Attorney
Waste Disimal Agreement.Page 12
LAKE MUNICIPAL UTILITY DISTRICT
(Signature) (Date)
(Printed Name)
(Title)
ATTEST:
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(Printed Name)
( tle)
APPROVED AS TO FORM:
(Signature)
14tercA-,5-�
(Printed Name)
CSRN
(Title)
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Waste Disposal Agreement Page 13