Ordinance No. 7,261950323 -2
ORDINANCE NO. 7261
• AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN ASSIGNMENT
AND ASSUMPTION OF THE CONTRACT FOR THE DISPOSAL OF SOLID
WASTE AND THE OPERATION AND MAINTENANCE OF A SANITARY
LANDFILL; 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 1: That the City Council of the City of Baytown,
Texas, hereby authorizes and directs the Mayor and City Clerk of
the City of Baytown to execute and attest to an Assignment and
Assumption Agreement. A copy of said assignment and assumption is
attached hereto, marked Exhibit "A," and made a part hereof for all
intents and purposes.
Section 2:
from and after
Baytown.
INTRODUCED,
City Council of
1995.
ATTEST:
This ordinance shall take effect immediately
its passage by the City Council of the City of
READ, and PASSED by the affirmative vote of the
the City of Baytown, this the 23rd day of March,
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
NACIO RAMIREZ, R., City Attorney
b: kl h 5/as s i g n -s an i fi f l
/& c
PETE C. AL ARO, Mayor
F
C:
[ RECEIVED 03/15 09 :10 1995 AT 4624129 PAGE 2 (PRINTED PAGE Z)
MAR 15 195 8:58 FROM 6AKER BOTTS RAGE.002
• ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this ",Assignment ") dated as of this
day of March, 1995 is by and between Hazelwood Enterprises, Incorporated
( "Hazelwood ") and Sanifill of Texas, Inc. ("Sanifill"), a Delaware Corporation ("Sanifill ").
RECITALS:
A. Hazelwood and the City of Baytown have entered into that certain agreement
dated April 1, 1986, as amended on April 14, 1988, and April 15, 1989 (the "Baytown
Contract"), providing for the disposal of municipal solid waste in the Hazelwood Landfill,
which is now known as the Sanifill/Baytown Landfill; and
B. Pursuant to the terms and provisions of an escrow agreement and an asset
purchase agreement, both. dated June 11, 1993, Hazelwood has agreed to assign, transfer and
deliver to Sanifill the rights under certain contracts and other agreements including the
Baytown Contract, and Sanifill has agreed to be bound by and to perform the terms,
covenants and conditions contained in such contracts and other agreements,
AGREMENT:
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Hazelwood and Sanifill hereby agree as follows:
1. Hazelwood hereby transfers and assigns to Sanifill all of its right, title and
interest under the Baytown Contract.
. 2. Sanifill hereby assumes, agrees to be bound by, and undertakes to perform
each and every one of the terms, covenants, and conditions contained in the Baytown
Contract.
1 Hazelwood and Sanifill ack(nuwledgc that this Assignment is subject to the
approval of the City Council of the City of Baytown.
4. All of Sanifill's rights and remedies under this ,Assignment shall inure to the
benefit and advantage of the successors and assigns of Sanifill forever.
5. The officers executing this Agreement on behalf of the parties hereby confirm
that such officers have full authority to execute this Agreement and to bind the respective
parties hereto.
• AUS01:40005.103/15/95 Ugam
EXHIBIT A
•
0
E RECEIVED 03 /1S 09:11 1995 AT 4624129 PAGE 4 (PRINTED PAGE 4) I
MAR 15 '95 8:59 FROM BAKER BOTTS
STATE OF TEXAS $
$
COUN'T'Y OF HARRIS §
PAGE.004
fore me on this day personally appearedJ;;,�, , , in his capacity as
`ee of Hazelwood Enterprises, Incorporated on behalf of such
corporation, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration therein expressed_
SUBSCRIBED AND SWORN before me this ,2�` =`d y of /�?g:j , I9g5.
^' "yea BETTY BENSON
MY COMMISSION EXPIRES
June 1, 1999
STATE OF TEXAS §
COUNTY OF HARRIS §
Notary Public in and for the State of Texas
Before me on this day personally appeared _/% � in his capacity as
of Sanifiil of Texas, Inc., on behalf of such corporation, known
to me to be the pefson whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein
expressed.
SUBSCRIBED AND SWORN before me this ,�/ day of / %�,r��/� , I995.
AUS01:40405.103/15/95 8:41am
3
No Public in and for the State of Tex
** TOTAL PAGE.004 **
IN WITNESS WHEREOF, Hazelwood and Sanifill have caused their respective
corporate names to be hereunto subscribed by duly authorized officers as of this ) ;'J
day of March, 1995.
Hazelwood Enterprises, Incorporated
By:
Name:
Title: , /1--1 11 -;��
Sanifill of Texas, Inc.
M
Narr
APPROVED:
City of Baytown
By: / 4v'�'�'- —
Pete C. Alfaro, Mayor
Attested:
By:
Eileen P. Hall, City Clerk
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