Ordinance No. 3,850V.
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40524-i
OPWINANCE NO. 3850
AN ORDINANCE AUTHORIZING AND DRECTM THE MAYOR To
EXECUTE AND THE CITY CLEW TO ATTEST TO A CONTRACT WITH
THOMPSON ROAD UTILITY DISTRICT FOR
WASTEWATER
Dt93DSAL,- AND PROVIDING FOR THE EFFECTIVE DATE HEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF sAyraW4
TEXASt
Section 1: That the City Council of the City of Baytown, Texas, hereby
approves a contract with Thompson Road Utility District and authorizes the Mayor
and City Clerk of the City of Baytown to execute and attest to said Contract for
wastewater disposal. A copy of said contract is attached hereto, marked Exhibit
"A", and made a part hereof 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 Wtd PASSED by the affirmative vote of the City
Council of the City of Baytown, this the 24th day of May, 1984.
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VASTEWATER DISPOSAL C M4UVCT BE7VA3 d
CITY OF fBOMC IAN TEXAS
Ti-OPSW ROAD UTILITY DISTRICT
THE STATE OF 7EXAS :
CQ NTY OF HAMIS
This Contract is made and entered into as of the date herein
lest specified by and between the CITY OF BAYTOM, TEXAS, a
municipal corporation nod home -ruie city which is principally
situated and has its City Hall in Harris County, Texas (the
"City "), and THOWSON ROAD UTILITY DISTRICT of Harris County,
Texas, a body politic and corporate and a governmental agency of
the State of Texas, organized under the provisions of Article
XVI, Section 59 of the Texas Constitution and Chapter 54, Texas
Water Code (the "District ").
RECITAL
1. The City is a municipal corporation and home -rule city
principally located in Harris County, Texas. The City owns and
leases sewage treatment facilities and desires to sell treatment
capacity to the District.
2. The District is an utility district organized and
existing under Article XVI, Section 59 of the Constitution of the
State of ,Texas, created by an Order of the Texas Water
Commission, and operating pursuant to Chapter 54, Texas Water
Code, as amended.
3. The District will own a sewage 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
communal waste whether in fluid, solid, or composite state.
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S. The District is authorized to purchase, construct,
acquire, own, maintain, repair or improve or extend inside and
outaido its boundaries any and all works, improvNmantr,
facilities and plants, nececsary a►.d incidental to the
collection, transportation, processing, disposition, and control
of all waste.
6. All or part of the "Service Area" lips within the
extraterritorial jurisdiction of the City, as established by the
ldunicipal Annexation Act, Article 970s, Texas Revised Civil
Statutes. The parties acknowledge the possibility that the City
may annex the "Service Area" during the term of this Contract,
and the parties have agreed to certain procedures designed to
avoid confusion and dislocation of utility service upon
annexation. 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 Contract by the Constitution and the laws of the
State of Texas, particularly the Regional Waste Disposal Act
(codified as Chapter 25 of the Texas Water Code).
NOW THEREFORE, and in consideration of the premises and the
mutual covenants and agreements herein contained the parties
hereto do mutually agree as follows:
ARTICLE I
Definitions
The terms and expressions used in this Contract, unless the
context clearly shows otherwise, and in addition to other defined
terms herein, have the following meanings:
1.01. "City's System" shall mean the system for the
collection, transportation and treatment of waste, and any
extensions or additions thereto, currently serving or -that may be
constructed to serve the City.
1.02. "Director" shall mean the Director of Public Works of
the City of Baytown.
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1.03. "District's System" shall mean the system for the
collection and transportation of waste, and any extensions
thereof and additions thereto, to be constructed to serve the
District, including those lines and facilities necessary for the
transportation of waste from the District to the point of
interconnection with the City's system.
1.04. "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.
1.05. "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.
1.06. "Interconnection" shall mean those improvements
necessary for the connection of City's System and District's
System as set forth herein and more particularly described as the
manhole located on the east side of the West District Sewer
District Lift Station.
1.07 "Prohibited Waste" shall be those discharges
prescribed by the City of Baytown's Industrial Waste Ordinance as
set forth 1n Article II of Chapter 34 of the Code of Ordinances
of the City of Baytown, a copy of which is attached hereto as
Exhibit "B ".and for all purposes made a part of this contract.
All future amendments to Baytown's Industrial Waste Ordinance
shall apply to this contract when such amendments are adopted.
1.08. "Service Area" shall mean the area within the
boundaries of the District.
1.09. "Sewage" shall mean wastewater excluding industrial
wastewater discharged by a person into sanitary sewers and in
which the average concentration of total suspended solids is not
more than 250 mg /l and B.O.D. is not more than 250 mg /1.
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1.10. "Treatment Plant" or "Plant" shall mean the City's
West District Treatment Plant and Central District Treatment
Plant including all additions or modifications thereto which may
occur subsequent to the execution of this Contract.
1.11. "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 prompt;y maintained and repaired.
ARTICLE II
CONSTRUCTION OF IWROVENENTS BY DISTRICT
2.01. District's Waste Collection System. District shall
acquire or construct, or cause to be acquired or constructed, a
Waste Collection System ( "District's System "). No cost for the
acquisition or construction of the District's System, including
engineering fees, and the acquisition of any lands or easement in
connection therewith, and obtaining the approval of any
regulatory agency shall be borne by the City.
2.02. City Approval of Plans and Specifications. Prior to
the initiation of any construction of the District's System, the
engineers of the District shall submit to the Director for
written approval the plans and specifications for the District's
System. No construction 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 the construction, with one set of "as built"
drawings, which meet the approval of the Director and a
certification that the District's System was built in accordance
with the City's standard plans and specifications and as
indicated in the "as built" drawings. The District will likewise
obtain approval for and supply the City with "as built" drawings
and similar certification for any subsequent alterations or
modifications made on the District's System during the term of
•this Contract.
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2.03. Inspection. The ti strict specificaliy grants the
City the right to inspect at any time any and all construction in
order to determine whether such construction is in substantisl
conformance with the City's standards and the approved plans and
specifications. Should any such construction during construction
or after completion, but before acceptance by the City, be found
not to conforms in some material respect with the City's standards
or the approved plans and specifications, ther the District shall
imnediately upon receiving written notice from the City of such
non - conformance take those remedial steps necessary to meet the
required standards.
2.04. Points of Discharge; Interconnection. The point of
discharge from the District's System to the City's System shall
be the manhole located on the east side of the West District
Sewer Plant Lift Station. The parties to this Contract may by
mutual consent designate additional or substitute points of
discharge to serve the Sanitary Sewer Collection System.
2.05. Completion of Construction. Upon completion of the
construction provided for in Section 2.01, the City agrees to
receive from the District, and the District agrees to discharge,
for the price and at' the point or points of delivery herein
provided, such volumes of waste at such times as provided in
Article IV'of this Contract, consistent with other limitations as
stated herein.
2.06.. Commencement of Use of Interconnection. The
Interconnection shall be placed into operation only upon the
inspection and approval of the Interconnection and the District's
System by the engineers of City and District.
2.07. Flow Device. The District shall purchase and install
at the point of discharge, or some other location on its system
acceptable to the Director, a metering or recording device, also
acceptable to the Director, capable of recording total flow on a
daily basis for at least a week's time including peak daily
flows, as stated in Exhibit "C ". Thie. device shall be the sole
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reporting device used to determine the flows stated In Exhibit
"C•. The District shall maintain this device in good operating
cond..:t at all times and calibrate it for accuracy at least
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once every six (6) months. The City shall have the right to
Inspect this device at all times and to take readings from it. if
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the City's Inspection shows that the metering device Is failing
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to register fifteen percent (15%) or more of the actual wastes
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being discharged, then the District shall bear the cost of the
Inspection and recalibration. The District shall within ten (10)
days after request of the City render any and all repairs or
replace said device if necessary to provide accurate readings.
The District covenants and agrees to render monthly reportings to
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the City of the readings made from such meter. Said readings
shall be made on the first regular business day following the
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first day of each month.
ARTICLE III
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OW+EF25HIP, OPERATION
MD
W NTENNNCE OF SYSTEM
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3.01. Ownership of System. The District shall own the
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District's System.
3.02. Operation of the System. The District shall operate
and maintain at its own expense the District's System and will
promptly repair any of its facilities so as to prevent
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 then such failure shall be considered an Event of Default.
3.03. City's Plumbing Code. The District covenants and
agrees to comply with the City's current Plumbing Code for
sanitary sewer facilities and agrees not to permit plumbing work
relating to sewer service or allow connection to its Waste
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Collection 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 further agrees that all plumbing connections
shall, be maintained in compliance with the Plumbing Code
req!sirements of the City. In order to enforce this provision the
City inspectors shall be permitted to act for and on behalf of
the District with or in lieu of the District operation, and the
District will enforce any notices issued by such inspectors. If
any such notices are not complied with, the District shall
discontinue sewer service when this may be legally done pursuant
to the District's Rate Order upon the request of the City to do
$o.
Should the District for any reason fail to enforce the
standards established by the City Plumbing Code for sewer
facilities or should the D#- strict fail to ccTp:; with the
foregoing provisions of this section, such failure shall be an
Event of Default.
3.04. Outside Service Contracts. The District agrees that
should the District desire to delegate responsibility for
maintenance or for supervision of its 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 Texas State Health Department as required by
Section 20(a) of Article 4477 -1, then any such proposed service
arrangement, by written contract or otherwise, must be approved
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
Director 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.
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3.05. Industrial Waste. The District shall regulate the
Discharge of Industrial Waste from within its boundaries into its
Sanitary Sewer Collection System, and in turn into the City's
System, including any requirements for pretreatment before
discharge into the Districts System if necessary to meet the
quality requirements ss stated in the City's Industrial Waste
Ordinance or as required by any regulator agency. No such
discharge will be permitted without prior written approval. The
applicant industry and the district shall file a statement with
the Director containing the following information:
(1) Name and address of applicant;
(2) Type of industry;
(3) Quantity of waste;
(4) Typical laboratory analysis of the waste;
(5) Type of pretreatment proposed;
and such other information as the industrial waste ordinances of
the City may from time to time require. District shall permit no
industrial waste connections until same are approved in writing
by the Director, but the City (subject to the specific
requirements stated herein) agrees to permit connections to
discharge Industrial Waste into the City's System upon the same
terms and conditions and subject to the some restrictions and
requirements as the City permits such discharges and connections
to Its System within the City's corporate limits in accordance
with the City's ordinance and rules and regulations promulgated
pursuant thereto and in effect at the time each application is
received, including compliance with all the requirements of the
City's Industrial Waste Ordinance, a copy of which is attached
hereto as Exhibit "B ", and for all purposes made a part of this
Contract, including all future amendments to said ordinance;
provided, however, the City shall not under any conditions be
required to accept "Prohibited Waste."
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District specifically agrees to adopt for purposes of
setting rates those classifications of industrial and commercial
activity and those industrial waste standards stated in the
City's sewer rate ordinance and industrial waste ordinance. In
addition, District agrees that all such activity will comply with
all requirements for connection to the City's System, including
acquiring appropriate District Industrial Wastewater Discharge
Permits. As a condition of connection to the System, all
industries located within the District shall agree in writing to
(1) contribute to any Industrial Cost Recovery program imposed
upon similar industries within the City (2) to provide to the
Director on a bi- annual basis the results of a full and complete
analysis of their effluent for those parameters stated in the
City's Industrial Waste Ordinance, including as a minimum BOD,
TSS, COD, oil and grease, and heavy metals, such analysis to be
performed by an independent testing laboratory approved by the
Director.
3.06 Waste to Comply with City Ordinances. Discharges of
waste into the District's System shall comply with all applicable
City Ordinances. The District is obligated to assume the
responsibility to enforce the applicable City ordinances with
respect to impermissible discharges of Prohibited Wastes
originating from within the District. Failure of the District to
enforce said City ordinances shall be considered an Event of
Default.
3.07 Seepage and Infiltration. District agrees that it
will adopt and enforce written rules, regulations, and provisions
® in all contracts of connection with any and all customers
designed to insure that connections to the Waste Collection
System will be such as to prevent as much as feasibly possible
the discharge into said System of anything except sewage; and in
particular, bAjt 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 said Waste Collection
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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. Within ninety (9 ",) days
following the date of execution of this Contract, the District
shall supply the Director with a copy of such rules, regulations,
and contracts, including a statement of measures designed to
enforce such provisions. The District shall initiate whatever
lawful actions are necessary to disconnect any customer who,
following notice, refuses to remove noncnnpliant connections. The
District will routinely inspect all connections at the time made
and continue to monitor the System as a whole to detect
infiltration and unpermitted connections. District further
agrees to continuously maintain its 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.
In the event excess infiltration or abnormal seepage or the
discharge of solid matter or surface water into the District's
System is present, the District covenants and agrees to pay the
additional charges provided for in Section 5.02 (b) herein for
such excess infiltration. it is further agreed that the City's
inspectors shall have the right to make such inspections as are
necessary to insure that the District is making adequate and
proper repairs for the purpose of safeguarding the City's System.
3.08. Participation in State and Federal Grant Programs;_
Contribution to Costs.
The District recognizes that the City is presently
participating 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
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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 Contract it is a contributor to
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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 rate share of the
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expense of such compliance. More specifically, the District
authorizes the City and its representatives to enter District
property and to conduct those tests, including
infiltration /inflow analyses, smoke tests, 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 the costs of such analyses of its System
not refunded by the state or federal government to the City. In
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addition, the District agrees to pay the unrefunded cost of any
remedial measures necessary to improve the District's System
compliance with state or Federal requirements and agrees to see
that such remedial measures are timely taken. Such steps are not
exclusive, and 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.
3.09. . Delivery of and Title to Waste. Title to all waste
to be treated hereunder shall remain in a particular party so
long as such waste remains on such party's side of the
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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 quality or quantity standards as otherwise
specified herein including "Prohibited Waste."
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® ARTICLE IV
a _ SO EWL.E AND VOLlPES OF WASTE
=' 4.01. General. In consideration for the compensation
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stated herein the City shall accept from the District and treat
the volumes of waste in the intervals shown on Exhibit "C"
attached hereto and incorporated herein for all purposes.
The values listed on Exhibit "C ", Column 4 are the volumes
of waste which the City shall accept on a daily basis, including
peak flows, from the District at the dates shown and for the
compensation stated in Section 5.02 (a) herein, without
Additional Compensation as provided in Section 5.02 (b) herein.
The volumes shown at each date are the maximum acceptable volumes
at that date and during the succeeding interval until the next
date shown.
The additional capacity provided in the Column 3 represents
an allowance of 25% over the permitted flow for high flow
contingencies and infiltration during the life of the Contract.
4.02. Capacity Reserved. The City convenants and agrees
that it has reserved for the exclusive use and benefit of the
District the capacity in its Plant to treat the volumes of waste
on the dates Indicated in Exhibit "C ".
4.03. Additional Capacity. Should the District's needs,
for whatever reason (including infiltration), exceed those stated
in Exhibit "C ", based on flow data or readings pursuant to
Section 2.07 hereof for total throughput, the District agrees to
pay the Additional Compensation as provided in Section 5.02 (b)
of this Contract.
4.D4 Service Contracts with Other Entities. The District
shall not permit any entity located outside the Service Area to
connect to the District's System during the term of this Contract
without the express written consent of the City. Failure to
comply with this provisions shall constitute an Event of Default.
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ARTIM
PAYNENT AND TEFWS
r 5.01. Capital Contribution. As a contribution to tts
capital investment of the City acid in consideration for
connection to the City's System, the District shall pay to the
City the amount of FOUR HUNDRED EIGHTY EIGHT THOUSAND FAIR
HUNDRED SEVENTY FIVE AND NO /100 ($488,475.00) DOLLARS, within two
(2) weeks of the funding of the first issue of capital
improvement bonds by the District. Notwithstanding the above,
however, the District is obliged and hereby promises to pay or
cause to be paid to the City said amount no later than eighteen
(18) months from the date of this Contract. Additionally, in
order to further secure District's assurance of the availability
of such funds, the District will provide or cause to be provided
to the City an irrevocable letter of credit, payable to the City,
in a form acceptable to the City in the amount of FOUR FL14MM
EIGHTY EIGHT THOUSAND FOUR HUNDRED SEVENTY F I VE AND ND/ 100
($488,475.00) DOLLARS, so that, should the City be required to
enlarge or expand its wastewater facilities to provide service to
District in the amounts set forth herein prior to the payment to
the City by the District of FOUR HUNDRED EIGHTY EIGHT THOUSAND
FOUR H! .NDRED SEVENTY FIVE AND NO/ 100 ($488,475.00) DOLLARS
described above, then, in such event, the Letter of Credit can be
drawn upon by the City in such amounts and installments necessary
in order to, provide funds for such enlargement or expansion of
wastewater facilities in the amount of District's pro rata share
of any such capital expansion costs. The City shall also be
entitled to draw upon the full amount of such letter of credit 1f
the full amount of the capital investment *contribution has not
been paid within eighteen (18) months of the date of this
Contract.
5.02.. Monthly Charges. The District shall pay to the City
in monthly installments the following:
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(a) Service Charge. A service charge (to cover
the City's operation end maintenance) equal to the
City's minimum charge and additional charges, if an.;-,
such charges to be based upon the average consumption
of water for like services within the City limits for
waste which is gathered by the District's System,
delivered to the City at the point or points of
discharge, and treated by the Plant. The average
consumption for like uses shall be reviewed annually.
The charge shall be calculated on the basis of the
metered water use or otherwise for each connected user,
consistent with and following explicitly the provisions
for such calculations found in the City's Sewer Rate
Ordinance or Industrial Waste Ordinance, whichever may
be appropriate for th.c individual Laser. A copy of the
City's present rate ordinance for sanitary, sewer
service, as set forth in Section 31 -65 of the Code of
Ordinances of the City of Baytown, in effect as of the
date of this Contract, is attached as Exhibit "A ", and
incorporated herein; a copy of the City's present
ordinance for disposal of industrial waste, is attached
as Exhibit "B ".
(b) Additional Service Charge. The District
covenants and agrees to an additional charge for those
volumes delivered in excess of the amounts stated as
"Total Acceptable Volume" in the Exhibit "C" on a daily
basis at the rate of four (4) times the highest rate,
calculated on a per gallon basis, then existing for
sewer service within the City,' or Three 4undred
($300.00) Dollars per month, whichever amount is
greater.
5.03. Right of Inspection. City shall have the right at
any time by actual count or by an inspection of District's books,
records, and accounts, to determine the number of connections
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servad by the District, and the District shall have the right at
any time to inspect the City's books, records, and accounts, to
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verify the charges levied by the City. It shall be the duty of
th' rties to cooperate fully with each other
0 pe in my such count,
inspection or audit. All books, records, and accounts shelf be
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open for Inspection at all reasonable hours by any authorized
representatives of the parties.
5.04. Billing and Payments. Beginning on the date when the
City first conmences taking waste
from the District through the
Plant, the District shall count 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 5.02
(a) and 5.02 (b). 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
Contract which are not paid within thirty (30) days following the
receipt of the bill shelf bear interest at the rate of ton (10%)
per cent per annum from the date such indebtedness matured until
payment. 'If the District defaults on the payment of any bill,
and the amount so past due and unpaid, including interest
thereon, ip collected by the City by suit, there shall be
reasonable attorney's fees added thereto not to exceed ton (10%)
per cent computed thereupon for collection thereof by suit.
I* Failure to pay charges when due shall constitute an Event of
Default.
5.05. Service Charge Modifications. Although the City
believes that the present charges for such services as set forth
in Section 5.02 (a) herein are fair and reasonable; nonetheless,
the parties realize that due to unforeseen contingencies, the
City may increase the charges for such services, either by
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amendment of the rate schedule for like services within the City
limits upon which the service charges levied hereunder are based,
or by other means. It is agreed, however, that such charges
shall not be increased as to the District during the.term of this
Contract unless the rates for other similar customers purchasing
such services from the City are also increased pro rata.
5.06. Operating Expense and Covenants as to Rates. The sum
to be paid the City by the District under the terms of this
Contract 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 combined waterworks, sanitary sewer and drainage
aystem, and such costs shall be a first charge upon the gross
revenues received from the District's operation of said combined
system. District agrees to establish and maintain rates
sufficient to pay all costs and expenses of operation and
maintenance of its combined system.
5.07. Events of Default. An Event of Default, as stated
from time to time herein, shall constitute a material breach of
this Contract 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 violated; provided however, that this
agreement shall not be terminated prior to the City's 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, to within ten
(10) days commence substantial curative efforts. 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
6.01. Force Majeure. In the event any party is rendered
unable, wholly or in part, by force majeure, to carry out any of
its obligations under this Contract, it is agreed that on such
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party's 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 tha 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, insurrections, riots, epidemics, landslides, lighting,
earthquakes, fires, storms, floods, washouts, droughts,
tornadoes, hurricanes, arrests, and restraints of governments and
people, explosions, breakage or damage to machinery or pipelines
and any other inabilities of either party, whether similar to
those enumerated or otherwise, and not within the control of the
party claiming such inability, which by the exercise of due
diligence and care such party could not have avoided.
6.02. Approval. Whenever this Contract requires or permits
approval or consent to be hereafter given by any party, such
approval or consent shall nat be unreesonably 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 shall be evidenced by
an ordinance or resolution adopted by the governing body of the
• party, or by an appropriate certificate executed by 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.
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6.03. Address and Notice. Unless otherwise provided in
this Contract, any notice, camnunication, request, reply or
advice (herein severally and collectively, for conven`ence.
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 be 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 Contract, 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:
Director of Public Works
City of Baytown
P. O. Box 424
Baytown, Texas 77520
If to the District, to:
Thompson Road Utility District
ATTENTION : - William Philbin
Philbin and Philbin
2411 Fountainview Drive
Suite 225
Houston, Texas 77057
The parties shall have the right from time to time and at
any time to change their respective addresses and each address,
provided at least fifteen (15) days written notice is given of
such new address to the other parties.
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6.00. Assignability. This Contract shall bind and benefit
the respective parties and their legal.succecsors and shall not
be assignable, in whole or in part, by any party without first
obtaining written consent of the other party.
6-.05. Regulatory Agencies. This Contract 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.
6.06. 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
Contract, shall not be construed as a waiver or relinquishment of
the future performance of any such terms, covenant or condition
by any other party hereto, but the obligation of such other
payment with respect to such future performance shall continue In
full force and effect.
6.07. Modification. Except as otherwise provided herein,
this Contract shall be subject to change or modification only
with the mutual consent of the parties hereto.
6.08. Parties in Interest. This Contract 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 Contract.
6.09. Cap_ t`ions. The captions appearing at the first of
each numbered section in this Contract are inserted and included
solely for convenience and shall never be considered or given any
effect in construing this Contract, 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.
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6,.10. Severability. The provisions of this Contract are
F
gay aev,erable, and if any provision or part of this Contract or the
application thereof to any person or circumstance shall ever- be
sr held by any court of competent jurisdiction to be invalid or
unconstitutional for any reason, the remainder of this Contract
and the application of such provision or part of this Contract to
�F other persons or circumstances shall not be affected thereby.
6.11. Merger. This Contract embodies the entire
understanding and agreement between she parties as to sanitary
sewer service, and there are no prior effective representaticns,
warranties or agreements between the parties.
6.12. Construction of Contract. The parties agree that
this Contract shall not be construed in favor of or against any
party on the basis that the party did or did not author this
Contract.
6.13. Term. This Contract shall be in force and effect
from the date of execution hereof for a term of twenty (20) years
and shall be automatically extended for additional five (S) year
terms unless either party gives written notice of termination two
(2) years prior to the date for such automatic extension.
DATED this the day of , 1984.
71•CWSON FOAD UTILITY DISTRICT
President
ATTEST
MN TEN, Secretary
CITY OF BAYTOW
AII&I e4-1�
ALLEN OV4434, Mayor
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