Contract - Siena MUD No 1, Siena MUD No 2, Siena North Devco, ARZ Partners LLC - 12/5/2019 Unique Control Number: 20191106-11
AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[LOT 1, BLOCK A, SIENA C STORE]
THIS AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [LOT 1,
BLOCK A, SIENA C STORE] (this"Agreement") is entered into effective as of the Effective
Date (defined below), by and among SIENA MUNICIPAL UTILITY DISTRICT NO. 1, a
political subdivision of the State of Texas operating under Chapters 49 and 54 of the Texas
Water Code ("District No. 1"), SIENA MUNICIPAL UTILITY DISTRICT NO. 2, a political
subdivision of the State of Texas operating under Chapters 49 and 54 of the Texas Water Code
("District No. 2" and, collectively with District No. 1, the "Districts"),ARZ PARTNERS, LLC,
a Texas limited liability company("ARZ),the CITY OF ROUND ROCK, TEXAS, a home rule
municipality located in Williamson County, Texas (the "CLW"), and SIENA NORTH DEVCO,
INC., a Texas corporation ("Developer"). Developer is entering into this Agreement for the sole
purpose of being obligated to pay the Capacity Charge (defined below) under Section 2.0 of this
Agreement. District No. 1, District No. 2, ARZ, the City, and Developer are sometimes referred
to individually in this Agreement as a"Party"and collectively as the"Parties".
RECITALS:
A. District No. 1 purchases and receives wholesale wastewater service from the City
pursuant to the Wholesale Wastewater Agreement dated June 27, 2013 between District No. 1
and the City (the "District No. 1 Wholesale Agreement") and District No. 2 purchases and
receives wholesale wastewater service from the City pursuant to the Wholesale Wastewater
Agreement dated June 27, 2013 between District No. 2 and the City (the "District No. 2
Wholesale Aareement" and, collectively with the District No. 1 Wholesale Agreement, the
"Wholesale Agreements").
B. ARZ has developed approximately 2.0o acres of property adjacent to the
Districts, known as Lot 1, Block A, Siena C Store, a subdivision in Williamson County, Texas
according to the map or plat recorded as Document No. 2017075514 of the Official Public
Records of Williamson County, Texas (the "Property"), with a 10,00o square foot building
containing retail sales and service and gas station commercial uses (the "Gas Station Project").
The City has determined that 5 living unit equivalents ("LUEs") of wastewater capacity-in the
City's wastewater system are available for use by ARZ to serve the Gas Station Project on the
Property. However, because the City does not have existing wastewater lines in the area to
which the Property could readily connect, ARZ has requested to use the Districts' wastewater
systems on a pass-through basis in order to obtain retail wastewater service from the City to the
Property.
C. The Parties desire to enter into this Agreement to set forth the terms and
conditions on which the City and ARZ may utilize the Districts' wastewater systems to provide
wastewater service to the Property on a pass-through basis.
AGREEMENT
For and in consideration of the mutual promises, covenants, obligations, and benefits of
this Agreement,the Parties contract and agree as follows:
Section 1. Recitals. The above and foregoing recitals are incorporated herein by
reference.
{W0898110.4}
R-U1q,O�g-z.
Section 2. Pass-Through Wastewater Service.
A. Authorization of Pass-Through Service. Subject to the terms and
conditions of this Agreement, the City may connect a wastewater line owned by ARZ(the
"ARZ Wastewater Line") to the Districts' wastewater lines (the "District Wastewater
Lines") and wastewater collection systems at the point of connection identified as the "C-
Store Connection Point" on Exhibit "A" attached hereto (the "District Wastewater
Point of Connection") to allow the City to provide up to 5 LUEs of retail wastewater
service to the Property for the Gas Station Project using the Districts'wastewater systems
on a pass-through basis. The Districts have reviewed their current capacity and have
determined that they have the wastewater capacity to allow 5 LUEs of wastewater to pass
from the Property through their wastewater lines to the City's wastewater system in
accordance with this Agreement.
B. Limitations and other Conditions of Service.
1. Notwithstanding anything else in this Agreement to the contrary,
in no event will the City or ARZ,without the prior written consent of the Districts,
deliver through the Districts' wastewater collection system more than 5 LUEs of
wastewater from the Property measured at the District Wastewater Point of
Connection.
2. District No. 1 has and will continue to have its guaranteed
reservation and commitment of 2,556 LUEs of wastewater capacity from the City
under the District No. 1 Wholesale Agreement and District No. 2 has and will
continue to have its guaranteed reservation and commitment of 2,556 LUEs of
wastewater capacity from the City under the District No. 2 Wholesale Agreement.
None of the LUEs of capacity guaranteed and reserved to the Districts under the
Wholesale Agreements will be utilized to serve the Property under this
Agreement. Instead, the City is committing 5 LUEs of wastewater capacity
directly to the Property and will simply be using the Districts'wastewater systems
to provide retail wastewater service to the Property on a pass-through basis.
3. To the extent that ARZ desires to make additional improvements
to the Property that would impact wastewater generation, ARZ will submit all
plans and specifications for such additional improvements to the Districts prior
to construction of such additional improvements so that the Districts may
confirm that wastewater generated from such additional improvements will not
exceed the maximum limits set forth in this Agreement. Each submission will
include an engineer's calculation of LUEs of wastewater service proposed and the
peak wet weather wastewater flows that will be generated by the additional
improvements, and such calculation will be subject to confirmation and approval
by the Districts. Further, within ten days after approval by the applicable
governmental authority, ARZ will provide the Districts with copies of all
approved site plans, and amendments thereto. ARZ will be solely responsible for
the cost of any infrastructure improvements to ARZ's or the City's wastewater
systems that are necessary to enable the City to provide retail wastewater service
to the additional improvements constructed on the Property (the "ARZ
Wastewater Facilities") and ARZ will, at its sole cost and expense, operate and
maintain the ARZ Wastewater Facilities in compliance with all applicable rules
and regulations.
{Wo8g81io.4}
Agreement for Pass-Through Wastewater Service 2
4. THE DISTRICTS WILL HAVE NO LIABILITY OF ANY
KIND OR NATURE WITH RESPECT TO THE ARZ WASTEWATER
FACILITIES, AND ARZ WILL INDEMNIFY, DEFEND, AND HOLD
THE DISTRICTS AND ITS DIRECTORS, OFFICERS, EMPLOYEES,
CONSULTANTS, AGENTS, AND REPRESENTATIVES HARMLESS
FROM AND AGAINST ANY AND ALL COSTS, DAMAGES,
LIABILITIES (INCLUDING REASONABLE ATTORNEYS' FEES AND
COSTS OF LITIGATION), SUITS, ACTIONS, LEGAL, OR
ADMINISTRATIVE PROCEEDINGS, DEMANDS, FINES, PUNITIVE
DAMAGES, LOSSES, COSTS, OR CLAIMS OF ANY KIND OR NATURE
(COLLECTIVELY, "COSTS") THAT ARISE BECAUSE OF OR IN
CONNECTION WITH THE USE, OPERATION, OR MAINTENANCE OF
THE ARZ WASTEWATER FACILITIES. SUCH OBLIGATION APPLIES
WHETHER ACTUAL OR ALLEGED NEGLIGENT ACTS OR
OMISSIONS OF THE DISTRICTS CAUSED THE LOSS IN WHOLE OR
IN PART; PROVIDED HOWEVER, IN THE EVENT OF ANY JOINT OR
CONCURRENT LIABILITY BETWEEN THE DISTRICTS AND ARZ,
ARTS OBLIGATIONS HEREIN WILL BE REDUCED BY THE
PERCENTAGE OF NEGLIGENCE OR FAULT APPORTIONED TO THE
DISTRICTS.
5. ARZ and the City will be responsible for ensuring that all
discharges of industrial waste from the Property comply with federal, state, and
municipal requirements regarding pretreatment and monitoring of industrial
waste and other prohibited waste. Any compliance or enforcement efforts or
pretreatment requirements will be established and monitored by the City in
accordance with the City's ordinances; however, the Districts will be entitled to
inspect the facilities constructed to serve the Property and the connections at the
District Wastewater Point of Connection and to test the wastewater received at
the District Wastewater Point of Connection. If any test reflects that any
wastewater other than domestic wastewater is being received at the District
Wastewater Point of Connection, pretreatment of such wastewater will be
required, in accordance with the City's ordinances, at the expense of the
discharging party. The Districts will not have any obligations regarding the
required pretreatment of such wastewater. The City will not impose any fee,
charge, or fine upon the Districts for any violation of any ordinance, rule,
regulation, or agreement caused by wastewater received at the District
Wastewater Point of Connection, nor will the City impose upon the Districts any
surcharge that is caused by wastewater received at the District Wastewater Point
of Connection.
6. The 5 LUES of wastewater service authorized under this
Agreement may only be used to provide wastewater service to ARZ for the Gas
Station Project. Except as expressly authorized by this Agreement for
pass-through wastewater service to the Property, neither ARZ nor the City may
connect, or allow any other person or entity to connect, directly or indirectly, any
other facilities, persons, or property to the Districts' water or wastewater utility
systems without the prior written consent of the Districts. If ARZ or the City does
so, the Districts may immediately terminate this Agreement and/or require ARZ
or the City, as applicable, to immediately terminate service to the facilities,
persons, or property that have been connected in violation of this Agreement.
{Wo898110.4}
Agreement for Pass-Through Wastewater Service 3
The Districts reserve the right to deny for any reason any request by ARZ or the
City to increase the level of service under this Agreement or to serve any other
facilities,persons, or property.
C. Capacity Charge. For the 5 LUES of pass-through wastewater service
capacity made available under this Agreement to the Property, Developer will pay a non-
refundable capacity charge of $3,16o.88 to District No. 1 and $488.53 to District No. 2
(collectively, the "Ca paci til Charges"). The Capacity Charges must be paid on or before
the Effective Date.
D. Operation & Maintenance Payment. The Districts will each invoice ARZ
for a prorata portion of the costs of the operation and maintenance of the District
Wastewater Lines used to provide pass-through wastewater service to the Property under
this Agreement (the "Operation & Maintenance Payments"). The Operation &
Maintenance Payments will be allocated based on the ratio of the number of LUEs of
pass-through wastewater service capacity made available under this Agreement to the
Property (provided that such number will not include any LUEs for which the Capacity
Charges have been paid until such LUEs are actually being utilized) to the total number
of wastewater LUE capacity in the District Wastewater Lines, as set forth on Exhibit
"B" attached hereto (the "Prorata Allocation"). The Operation & Maintenance
Payments will be paid by ARZ within 3o days after receipt of the invoice. The Operation
& Maintenance Payments will be in addition to any other payments required by this
Agreement. Interest charges for any overdue Operation&Maintenance Payments will be
paid by ARZ in accordance with Texas Government Code Section 2251.025.
E. Debt Service Pavment. On or before October 31St of each year during the
term of this Agreement through and including 2043, ARZ will pay an annual fee of$23
per LUE to District No. 1 and an annual fee of$4 per LUE to District No. 2 for the debt
service for the District Wastewater Lines used to provide pass-through wastewater
service to the Property under this Agreement(collectively,the"Debt Service Payments"),
except that any LUES will not be factored into the Debt Service Payments until such
LUEs are actually being utilized. The Debt Service Payments are ARZ's Prorata
Allocation of the debt service owed for the District Wastewater Lines. The amount of the
Debt Service Payments may be adjusted by the Districts annually to reflect the actual
debt service for the District Wastewater Lines, if such debt service changes; provided,
however, the Districts shall provide written notice to ARZ of any adjustment at least
thirty days prior to the effective date of such adjustment. The Debt Service Payments
will be in addition to any other payments required by this Agreement. Interest charges
for any overdue Debt Service Payments will be paid by ARZ in accordance with Texas
Government Code Section 2251.025.
F. Payment for Retail Service. The City will bill wastewater customers
within the Property directly for retail wastewater services furnished to such customers.
Section 3. Default. In the event of default by a Party, each nondefaulting Party may
give to the defaulting Party written notice of such default specifying the failure or default in
question. If the defaulting Party fails to fully cure the default specified in such notice within
thirty days after receipt of such notice, each nondefaulting Party will have the right to terminate
this Agreement as of the date of the event of the default and/or pursue all other legal or
equitable remedies. Each nondefaulting Party may employ attorneys to pursue its legal rights
and, if it prevails before any court or agency of competent jurisdiction, the defaulting Party will
be obligated to pay all expenses incurred by the nondefaulting Party, including reasonable
{Wo898110.4}
Agreement for Pass-Through Wastewater Service 4
attorneys' fees. In addition to all other remedies available to the Districts, if, for any reason,
ARZ or the City violates any provision of this Agreement, the Districts will, after the notice and
opportunity to cure period described above, have the right to disconnect the Property from the
Districts' systems and to terminate this Agreement if, in which event, ARZ will be solely
responsible for all actual costs and standard District fees related to disconnection from the
Districts'systems.
Section 4. Severability. The provisions of this Agreement are severable, and if any
provision or part of this Agreement or the application thereof to any person or circumstance is
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 provision or part of this
Agreement to other persons or circumstances will not be affected thereby.
Section 5. Modification. This Agreement will be subject to change or modification
only with the mutual written consent of all Parties.
Section 6. Assignability. This Agreement may not be assigned by ARZ, Developer,
or the City, in whole or in part, without the prior written consent of the Districts. This
Agreement will be recorded in the Official Public Records of Williamson County, Texas, will run
with the land comprising the Property, and will be binding upon and inure to the benefit of the
Parties,their respective successors and permitted assigns, and all future owners or occupants of
any portion of the Property.
Section 7. Applicable Law. This Agreement will be governed by, and construed in
accordance with the laws of the State of Texas. All of the obligations contained in this
Agreement are performable in Williamson County,Texas.
Section 8. Parties at Interest. This Agreement will be for the sole and exclusive
benefit of the Parties hereto and will never be construed to confer any benefit to any third party.
Section 9. Waiver. Each Party may specifically, but only in writing, waive any
breach of this Agreement by another Party, but no such waiver will be deemed to constitute a
waiver of similar or other breaches by such other Party.
Section 10. Notices. All notices to the Districts will be in writing and mailed by
Certified Mail, Return Receipt Requested, addressed to:
Siena Municipal Utility District No. 1
c/o Armbrust&Brown, PLLC
Attn: Kevin M. Flahive
loo Congress Avenue, Suite 1300
Austin,Texas 78701
Siena Municipal Utility District No. 2
c/o Armbrust&Brown, PLLC
Attn: Kevin M. Flahive
loo Congress Avenue, Suite 1300
Austin,Texas 78701
fWo898110.41
Agreement for Pass-Through Wastewater Service 5
with copies to:
Armbrust&Brown, PLLC
Attn: Kevin M. Flahive
loo Congress Avenue, Suite 1300
Austin,Texas 78701
All notices to ARZ will be in writing and mailed by Certified Mail, Return Receipt Requested,
addressed to:
ARZ Partners, LLC
407 Talkeetna Lane
Cedar Park,Texas 78613
with a copy to:
Law Offices of Akin&Akin, L.L.P.
Attn: R. Harry Akin
P.O. BOX 271
Elgin,Texas 78621
All notices to Developer will be in writing and mailed by Certified Mail, Return Receipt
Requested, addressed to:
Siena North Devco, Inc.
4720-4 Rockcliff Road
Austin,Texas 78746
All notices to the City will be in writing and mailed by Certified Mail, Return Receipt Requested,
addressed to:
City of Round Rock
Attn: City Manager
221 East Main Street
Round Rock,Texas 78664
with a copy to:
Sheets&Crossfield, P.C.
Attn: Stephan L. Sheets
3og East Main Street
Round Rock,TX 78664
Any Party may change its address by giving written notice of such change to the other Parties.
Section 1i. Term. This Agreement will be in force and effect for a term of twenty
years from the Effective Date.
Section 12. Effective Date. The effective date of this Agreement (the "Effective
Date") will be the date that the Districts execute this Agreement after receipt of fully executed
original counterparts from ARZ, Developer, and the City.
{W0898110.41
Agreement for Pass-Through Wastewater Service 6
Section 13. Multiple Originals. This Agreement may be executed in a number of
counterparts, each of which will for all purposes, be deemed to be an original, and all such
counterparts will together constitute and be one and the same instrument.
Section 14. Entire Agreement. This Agreement, including Exhibits, constitutes the
entire agreement of the Parties and supersedes all prior agreements and understandings related
to the subject matter hereof.
Section 15. Authority. Each Party represents and warrants that it has the full right,
power, and authority to execute this Agreement and all related documents. Each person
executing this instrument on behalf of a Party represents that he or she is an authorized
representative of and has the authority to sign this document on behalf the respective Party.
[counterpart signature pages follow]
{Wo898110.41
Agreement for Pass-Through Wastewater Service 7
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
effective as of the Effective Date.
DISTRICT NO. 1:
SIENA AWNICIPAL UT LITY DISTRICT NO. 1
By:
O
Kuens resident
Boar f Direc ors
Date: November 6, 2019
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the 6�day of November, 2o19, by
Douglas Kuenstler, President of the Board of Directors of Siena Municipal Utility District No. 1,
on behalf of said District.
(seal)
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•PpY;P�• KEVIN M FLAHIVE S ti Notary Public Signature
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12978u91 I2 1
s•Gv'P: State of Texas
XV '''TeoFt��' Comm.Exp.04-11-2022
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{Wo898110.4}
Agreement for Pass-Through Wastewater Service 8
DISTRICT NO. 2:
SIENA MUNICIPAL UTILITY DISTRICT NO. 2
By: -
Tony 9tei ,Vice President
Board of Wrectors
Date: November 6, 2019
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the 6th day of November, 2019,by Tony
Stein, Vice President of the Board of Directors of Siena Municipal Utility District No. 2, on
behalf of said District.
,�ll�.i'Jllttl!llllllll.�
�P?�?'pve•. KEVIN M FLAHIVE X
:?: NOTARY PUBLIC ti Nota Public Signature
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9' of i�Py Comma Exp.04--11-2022 1
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{Wo89811o.4}
Agreement for Pass-Through Wastewater Service 9
ARZ:
ARZ PARTNERS, LLC,
a Texas limited liability company
J
( -A—
By: -� IrPrinted Name: LJ q
Title: 4
p-
On
Date: Af O V /..z 2 tO
THE STATE OF TEXAS §
COUNTY OF d 4V §
This i strument was ac edged be ore 2�7
N6 ✓p�,�er�' , 2o1q, g e on e l day of
9� Y h W Q of ARZ
Partners, LLC, a Texas limited liability company, on behalf of said limited liability company.
t
(seal)
Notary Public Signature
.� '_p;� R HARRY
? : AKIN
' Notary Public
# _ STATE OF TEXAS
5-F ID#430842 1
Comm.Ex .Feb.13,2023
{Wo898i1o.4}
Agreement for Pass-Through Wastewater Service 10
DEVELOPER:
SIENA N04TH DVC
a Texas corpo ation
By:
Johns S. Lloyd, President
Date: (,r
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the 6th day of November, 2019, by
Johns S. Lloyd, President of Siena North Devco, Inc., a Texas corporation, on behalf of said
corporation.
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`� R�p�• KEVIN M FLAHIVE
•,;. °�;: NOTARY PUBLIC
ID#12978191-2 g
Nota Public Signature
f +:
?F,r State of Texas
Comm.Exp.04-11-2022
{Wo898110.4}
Agreement for Pass-Through Wastewater Service 11
CITY:
CITY OF ROUND ROCK,TEXAS
By:
Craig M rgan, ayor
Date: Z•5.1c1
THE STATE OF TEXAS §
COUNTY OF V`►1L ASDINI §
This instrument was acknowledged before me on the day of
, 2019, by Craig Morgan, Mayor or City of Round Rock, Texas, on behalf
of said City.
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0 Notary Public Signature
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{Wo89811o.4}
Agreement for Pass-Through Wastewater Service 12
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EXHIBIT"B"
PRORATA ALLOCATION
12" Section 1 Line 715 LUEs/5 LUEs = 0.7%
8"Section 3 Line 31 LUEs/5 LUEs = 16.13
8"Section 35/C-Store Line 20 LUEs/5 LUEs = 25
[developer Interest Calcualtions
C-Store Share
Series 2018 Bonds 177% Costs Interest
Subtotal Section 1 Costs $372,6
Completed 10114
Assume 11119 close 61 months $71 M
Serves 21119 Bonds 131% Costs Interest
Subtotal Section 3 Costs $2,721.77
Completed 8118
Assume 11119 close 16 months $112.49
Total Developer Interest $18319
Total Costs
Construction
Pro-rated share through Section 1 $372.52
Pro-rated share through Section 3 $2,721.77
Engineerings and Testing @ 12% construction costs
Section 1 $44.76
Section 3 $326.61
Developer Interest
Section 1 $71.30
Section 3 $112.49
Total Costs Per Section
Section 1 $488.83
Section 3 $3,160,88
Total Cost for Pass.Through Service for C-Store $3,649,41
{Wo898110.4}
Agreement for Pass-Through Wastewater Service B-1
Siena MUD 1 '4"uW Allocation for Siena Commercial Along CR 109
Segment MH IQ, Pipe Size Slope Unit Cost Siena Lues Total Certs
(in) N
Sect 1 Contract
12 0.5 Line,A 595
Std MH 4 4,0DD,00 160DO
Drop MH 1 4,9W.O0 49M
12"10-12"deep 815 37.00 22792
12"12-14' 51 62,00 3152
12"14-18'deep 50 BB.09 3400
Connect to Ex 1 1,8w.00 18w
Trench Safety 717 1 717
Adjust MH 5 100 50D
53,271,0D
Sect 3 Contract N
d 0.5 Line F 11 �
Std MH 1 3,50D.O0 3500
8"0.8'deep 154 32.40 480a
8"8-10'deep 100 34,00 3400
8"10.12'deep 100 39.OD 39M r�
ConrMect to Ex 1 1,000,00 140a a�
Treh Safety 350 0,S 175 Cl)nm
Adjust MH 1 100 100
16,875.00 �
Total Costs $70,146.00 CO
Sed 3 Sect 1
Pwro Rated Costs 8"Line 1 Line Total Pro-Rated Costs o
C-Store S L la ma $2,721,7`7 5372,52 $3,094.30 1
Sect 35 15 LUEs $8,165,32 : 1,117.57' $9,282.9D rn
_ a
Total $12,377,19 `r °
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Unique Control Number: 20191106-11
CONTRACT ADDENDUM
This CONTRACT ADDENDUM ("Addendum") is incorporated into the attached
AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [LOT 1, BLOCK A,
SIENA C STORE] (the "Contract") between SIENA MUNICIPAL UTILITY DISTRICT
NO. 1, a political subdivision of the State of Texas operating under Chapters 49 and 54 of the
Texas Water Code ("District No. 1"), SIENA MUNICIPAL UTILITY DISTRICT NO. 2, a
political subdivision of the State of Texas operating under Chapters 49 and 54 of the Texas
Water Code ("District No. 2" and, collectively with District No. 1, the "Districts"), ARZ
PARTNERS, LLC, a Texas limited liability company("ARZ"), the CITY OF ROUND ROCK,
TEXAS, a home rule municipality located in Williamson County, Texas (the "CLty"), and
SIENA NORTH DEVCO, INC., a Texas corporation ("Developer"). If there is any conflict
between the terms of the attached Contract and this Addendum, the terms of this Addendum
will control.
1. INTERESTED PARTIES
ARZ and Developer acknowledge that Texas Government Code Section 2252.9o8
("Section 2252.9o8") requires disclosure of certain matters by contractors entering into a
contract with local government entities such as the Districts. ARZ and Developer each confirm
that they have reviewed Section 2252.9o8 and will 1) complete FORM 1295, using the unique
identification number specified on page 1 of the Contract, and electronically file it with the Texas
Ethics Commission ("TEC"); and 2) submit the signed Form 1295, including the certification of
filing number of the Form 1295 with the TEC, to the Districts at the same time ARZ and
Developer execute and submit the Contract to the Districts. Form 1295 is available at the TEC's
website: https://www.ethics.state.tx.us/whatsnew/elf info f6rm1295htm. The Contract is not
effective until the requirements listed above are satisfied and any award of the Contract by the
Districts is expressly made contingent upon ARZ and Developer's compliance with such
requirements. The signed Form 1295 may be submitted to the Districts in an
electronic format.
2. CONFLICTS OF INTEREST
ARZ and Developer acknowledge that Texas Local Government Code Chapter 176
("Chapter 176") requires the disclosure of certain matters by contractors doing business with or
proposing to do business with local government entities such as the Districts. ARZ and
Developer confirm that they have reviewed Chapter 176 and, if required to do so, will complete
and return FORM CIQ promulgated by the TEC and available on the TEC website at
htips://www.ethics.state.tx.us/forms/CIQ-New-201.pdf within seven days of the date of
submitting the Contract to the Districts or within seven days of becoming aware of a matter that
requires disclosure under Chapter 176,whichever is applicable.
3. VERIFICATION UNDER CH. 2270,TEXAS GOVERNMENT CODE
For purposes of Chapter 2270 of the Texas Government Code, ARZ and Developer each
represent and warrant that, at the time of execution and delivery of the Contract, neither ARZ,
Developer, nor any of their wholly owned subsidiaries, majority owned subsidiaries, parent
companies, or affiliates, boycotts Israel or will boycott Israel during the term of the Contract.
The foregoing verification is made solely to comply with Section 2270.002, Texas Government
Code, and to the extent such Section does not contravene applicable Federal law.As used in the
foregoing verification, "boycotts Israel" and "boycott Israel" means refusing to deal with,
terminating business activities with, or otherwise taking any action that is intended to penalize,
inflict economic harm on, or limit commercial relations specifically with Israel, or with a person
or entity doing business in Israel or in an Israeli-controlled territory, but does not include an
1W0898110.41
action made for ordinary business purposes. ARZ and Developer each understand "affiliate" to
mean an entity that controls, is controlled by, or is under common control with ARZ or
Developer and exists to make a profit.
4. VERIFICATION UNDER CH. 2252,TEXAS GOVERNMENT CODE
ARZ and Developer each represent and warrant that, neither ARZ or Developer, nor any of
their wholly owned subsidiaries, majority-owned subsidiaries, parent companies, or affiliates of
the same, if any, are companies identified on a list prepared and maintained by the Texas
Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas
Government Code, and posted on any of the following pages of such officer's internet website:
https://comptroller.texas.gov/purchasing/docs/sudanlist.pdf,
hLtps:./.Icomptroller.texas.gov/purchasing.ldocs/iran-list.pdf,
https://comptroller.texas.gov/purchasing/docs/ftolist.pdf.
The foregoing representation is made solely to comply with Section 2252.152, Texas
Government Code, and to the extent such Section does not contravene applicable Federal law
and excludes ARZ and Developer and each of their parent companies, wholly- or majority-
owned subsidiaries, and other affiliates of the same, if any, that the United States government
has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or
Iran or any federal sanctions regime relating to a foreign terrorist organization. ARZ and
Developer understand. "affiliate" to mean any entity that controls, is controlled by, or is under
common control with ARZ or Developer and exists to make a profit.
{W0898110.41