Contract - Siena MUD No. 1, Siena MUD No. 2, Williamson County ESD No. 3 - 8/13/2020AGREEMENT FOR PASS -THROUGH WASTEWATER SERVICE
[LOT it, BLOCK A, SIENA SECTION 351
THIS AGREEMENT FOR PASS -THROUGH WASTEWATER SERVICE [LOT j_,
BLOCK A, SIENA SECTION 351 (this "Agreement") is entered into effective as of the
Effective Date (defined below), by and among SIENA MUNICIPAL UTILITY DISTRICT
NO. i, 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"),
WILLIAMSON COUNTY EMERGENCY SERVICES DISTRICT NO. 3, a political
subdivision of the State of Texas ("ESD No..�"), and the CITY OF ROUND ROCK, TEXAS, a
home rule municipality located in Williamson County, Texas (the "Ci "). District No. 1, District
No. 2, ESD No. 3, and the City are sometimes referred to individually in this Agreement as a
"Par " 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 "olesale 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 Agreement" and, collectively with the District No. 1 Wholesale Agreement, the
"Wholesale Agreements").
B. ESD No. 3 is planning to develop Lot 1, Block A, SIENA SECTION 35, a subdivision
in 'Williamson County, Texas, according to the map or plat thereof recorded. under Document
No. 2020046670 (the "Pro erg"), with an emergency services station within an 11,155 square
foot building, comprised of 6,440 square feet of an apparatus bay and 4,715 square feet of living
quarters. The City has represented to ESD No. 3 that 8 living unit equivalents ("LUEs") of
wastewater capacity in the City's wastewater system are available for use by ESD No. 3 to serve
the Property. However, because the City does not have existing wastewater lines in the area to
which the Property could readily connect, ESD No. 3 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 ESD No. 3 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.
00449491/ss2
Section a. 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 ESD No.
3 (the "ESD Na q Wastewater Line") to the Districts' wastewater lines (the "District
Wastewater Lines") and wastewater collection systems at the point of connection
identified as the "Section 35 Connection Point" on Exhibit "A" attached hereto (the
"District Wastewater Point of Connection") to allow the City to provide up to 8 LUof
retail wastewater service to the Property 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 8 LUEs of wastewater to pass
the Property through their wastewater lines to the City's wastewater system in
from
accordance with this Agreement.
Be Limit0 ations and other Conditions of Service.
i. Notwithstanding anything else i*n this Agreement to the contrary,
in no event will the City or ESD No. 3, without the prior written consent of the
Districts, deliver through the Districts' wastewater collection system more than 8
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. i 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 i*s committing 8 LUEs of wastewater capacity
directly to the Property and will simply be using the Dilstn*cts'wastewater systems
to provide retail wastewater service to the Property on a passAhrough basis.
3. To the extent that ESD No. 3 desires to make improvements to the
0
Property that would impact wastewater generation, ESD No. 3 will submit all
plans and specifications for such improvements to the Districts prior to
construction of such improvements so that the Districts may confirm that
wastewater generated from such improvements will not exceed the maximum
lim16 its 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 improvements, and such
calculation will be subject to confirmation and approval by the Districts. Farther,
0
within ten days after approval by the applicable governmental authority, ESD No.
3 will provide the Districts with copies of all approved site plans, and
amendments thereto. ESD No. 3 will be solely responsible for the cost of any
infrastructure improvements to ESD No. 3's or the City's wastewater systems that
are necessary to enable the City to provide retail wastewater service to the
Property, including the ESD No. 3 Wastewater Line from the Property to the
District Wastewater Point of Connection (the "ESD No..q Wastewater Facilities")
and ESD No. 3 will, at its sole cost and expense, operate and maintain the ESD
No. 3 Wastewater Facilities in compliance with all applicable rules and
regulations; provided, however, that the ESD No.3 Wastewater Facilities maybe
Agreement for Pass -Through Wastewater Service 2
dedicated to the City, in which case the City will accept the ESD No. 3 Wastewater
Facilities for operation and maintenance.
4. THE DISTRICTS WILL HAVE NO LIABILITY OF ANY
KIND OR NATURE WITH RESPECT TO THE ESD NO. 3
WASTEWATER FACILITIES, AND DEVELOPER WILL INDENINIFY,
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 ESD NO. 3 WASTEWATER FACILITIES.
SUCH OBLIGATION APPLIES WHETHER ACTUAL OR AIrIRLEGED
NEGLIGENT ACTS OR OMISSIONS OF THE DISTRICTS CAUSED THE
LOSS IN WHOLE OR IN PART; PROVIDED HOWEVER, IN E
EVENT OFANYJO ORCO ILITY BETWEEN THE
DISTRICTS AND DEVELOPER, DEVELOPER'S OBLIGATIONS
E IN WILL BE REDUCED BY THE PERCENTAGE OF
NEGLIGENCE OR FAULT APPORTIONED TO THE DISTRIG"1'S.
5. ESD No. 3 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, i*n accordance with the 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 8 LU of wastewater service authorized under this
Agreement may only be used to provide wastewater service to ESD No. 3 for the
Property. Except as expressly authorized by this Agreement for pass -through
wastewater service to the Property, neither ESD No. 3 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 ESD No. 3 or the City does
Agreement for Pass -Through Wastewater Service
3
so, the Districts may immediately terminate this Agreement and/or require ESD
No. 3 or the City, as applicable, to immediately terminate service to the facilities,
persons, or property that have been connected i*n violation of this Agreement.
The Districts reserve the right to deny for any reason any request by ESD No. g or
the City to increase the level of service under this Agreement or to serve any other
facilities, persons, or property.
C. CaDacitiv Charge. For the 8 LUEs of pass -through wastewater service
capacity made available under this Agreement to the Property, ESD No. 3 will pay a
non-refundable capacity charge of $5,129.67 to District No. i and $793.03 to District No.
2 (collectively, the CaDact,�tzi Chailes"). The Capacity Charges must be paid on or before
the Effective Date.
D. Operation & Maintenance Payment. The Districts will each invoice ESD
No. 3 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 LU 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 i*n the District Wastewater Lines, as set forth on Exhibit
,
"B" attached hereto (the "Prorata Allocation"). The Operation & Maintenance
Payments will be paid by ESD No.3 within 30 days after receipt of the invoice. The
Operation & Maintenance Payments will be i*n addition to any other payments required
by this Agreement. Interest charges for any overdue Operation & Maintenance
Payments will be paid by ESD No. 3 in accordance with Texas Government Code Section
225190259
E. Debt Service Payment. On or before October 31st of each year during the
term of this Agreement through and including 2043, ESD No. 3 will pay an annual fee of
$23 per LUE to District No. i and an annual fee of $4 per LUE to District No. a 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 ESD No. 3'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, I'*f such debt service changes; provided,
however, the Districts shall provide written notice to ESD No. 3 of any adjustment at
least thirty days prior to the effective date of such adjustment. The Debt Service
Payments will be i*n addition to any other payments required by this Agreement,, Interest
charges for any overdue Debt Service Payments will be paid by ESD No. g in accordance
with Texas Government Code Section 2251.0250
F. Payent for Retail Service. The Ci
mty will bill wastewater customers
within the Property directly for retail wastewater services furnished to such customers.
Section g. Default. In the event of default by a Party, each nondefaulfing Party may
10
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 i*n such notice within
thirty days after receipt of such notice, each nondefaulting Party will have the right to terminate
Agreement for Pass -Through Wastewater Service 4
this Agreement as of the date of the event of the default and/or pursue all other legal or
equitable remedies. Each nondefaulti*ng Party may employ attorneys to pursue its legal rights
and, if it prevails before a111111111111111�ily court or agency of competent jurisdiction, the defaulting Party will
be obligated to pay all expenses incurred b'Illy the nondefaulting Party, including reasonable
attorneys' fees. In addition to all other remedies available to the Districts, if, for any reason,
ESD No. 3 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, ESD No. 3 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 I*f any
provision or part of this Agreement or the application thereof to any person or ci*rcumstancei*s
0
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 hy ESD No. 3 or the
City, in whole or in part, without the prior written consent of the Districts. This Agreement will
be recorded I*n 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.
�. Appli*cable Law. This Agreement will be governed by, and construed inSection
accordance with the laws of the State of Texas. All of the obligations contained i"n this
Agreement are performable in Williamson County, Texas.
Section 8. Parties at Interest. This Agreement will be for the sole and exclusIN
ive
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 lo,, 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,, i
c/o Armbrust & Brown, PLLC
Attn: Kevin M. Flahi*ve
loo Congress Avenue, Suite 1300
Austin, Texas 78701
Agreement for Pass -Through Wastewater Service 5
Siena Municipal Utility District No. 2
c/o Armbrust & Brown, PLLC
Attn: Kevin M. Flahi*ve
loo Congress Avenue, Suite 1300
Austin, Texas 78701
with copies to:
Armbrust & Brown, PLLC
Attn: Kevin M. ahi"ve
loo Congress Avenue, Suite 1300
Austin, Texas 78701
All notices to ESD No. 3 will be in writing and mailed by Certified Mail, Return Receipt
Requested, addressed to.
Williamson County Emergency Services District No. 3
Attu: Fire Chief
501 Exchange Boulevard
Hutto, Texas 78634
with a copy to:
The Carlton Law Firm, P.L.L.C.
Attn: John J. Carlton
4301 Westbank Drive, Suite B430
Austin, Texas 78746
All notices to the City will be ilpn 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, PLLC
Attn: Stephan L. Sheets
309 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 ii. Term. This Agreement will be I*n 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
0 original counterparts from ESD No. 3 and the City.
Agreement for Pass -Through Wastewater Service 6
Section ig. Multiple Originals. This Agreement may be executed i*n a number of
0 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]
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.
D ISTRI OP-N O. 1:
ENA CIF IL" IT Y
B-
ou las eiA, ire--r,P'resident
Board of Directors
Date: Is IS dOdO
DISTRICT NO. 1
THE STATE OF TEXAS §
COUNTY OF TRAVI S §
This instrument was acknowledged before nee on the .� day of , 20207
by Douglas Kuenstler, President of the Board of Directors of Siena Municipal TAility District No.
1, on behalf of said District.
(s eal)"JJr�YJ./lrll!Jl.I,r1!!!./ll./.�
•.�o.RY'�• . JAIME 0 COLMENERO % : °•' •e<-�; NOTARY PUBLIC tart' Public Si store
ID# 12815006-1
• �• P• State of Texas
Comm. Exp. 01-15-2022
Agreement for Pass -Through wastewater Service 8
DISTRICT NO. 2:
SIENA MUNICIPAL UTILITY DISTRICT NO. 2
By: �� v� ����/�.
Jeff O'Jibway, President
Board of Directors
Date: / ( 61w
THE STATE OF TEXAS
COUNTY OF TRAMS
This instrument was acknowledged before me on the day of J U IX) 20,201
by Jeff O'Jibway, President of the Board of Directors of Siena Municipal. Utility District No. 2, on
behalf of said District.
(seal)
ATANACIO C. SERNA
Notary Public, State of Texss
*!�S
' •4; = Comm. Expires 02-28 -2023
;' .6i. � �� Notary ID 131910725
-
Notary Public Signature
Agreement for Pass -Through Wastewater Service 9
ESD N:
WILLIAMSON COUNTY EMERGENCY
SERVICES DISTRICT NO. g, a political
subdivision of the State of Texas
Bill Brown, President
Board of Commissioners
Date:
THE STATE OF TEXAS
o �ft-
COUNTYOF
�'` L
i This nstrument was acknowledged before me on the I dayof 7z'nc , 2020)
by Bill Brown, President of the Board of Commissioners of Williamson Coun Emergency
Services District No. 3, a political subdivision of the State of Texas, on behalf of said political
subdivision.
e ARY ANN BUCHANAN
o;•'"''•e<<;': Notary Public, State of Texas
'Z ?y Comm. Expires 04.29-2024 No ary "Public Signature
qj,•...•• .�4;
0-
Of �.� Notary ID 1922502
Agreement for Pass -Through Wastewater SerN4ce 10
CITY:
CITY OF ROUND ROCK, TEXAS
By:
Craig Mor n, Mayor
Date: eh • IS . 2.10 2_0
THE STATE OF TEXAS
COUNTY OF\,N1^L'1.01aVA5v4
�� T This instrument was acknowledged before me on the �3 day of uAr664 , 2020,
by Craig Morgan, Mayor of the City of Round Rock, Texas, on behalf of said Ci
(seal) 00IIIIflit� � N L W/w'6 ,�,�/i
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Notary Public Signature
Agreement for Pass -Through Wastewater Ser\ ice 11
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EXHIBIT "B"
PRORATA ALLOCATION
Deveioper Interest Callcualtions
Lot 1 ES Site
Series 2018 Bonds 3.77%
Costs
Interest
Subtotal Section 1 Costs
5596.04
Completed 10114
Assume 511/2020 dose 67 months-
$125.46
Series 2019 Bonds 3.31%
Costs
Interest
Subtotal Section 3 Costs
$4,354.84
Completed 8/18
Assume 5/1/2020 close 21 months
$252.25
Total Developer Interest
$377.72
Total Costs
Construction
Pro -rated share through Section 1
S596.04
Pro -rated share through Section 3
$4,354. M
Engineering and Testing @ 12% construction costs
Sect on 1
$71.52
Section 3
$522.58
Developer Interest
Section 1
$125-46
Section 3
$252.25
Total Costs Per Section
Sect on 1
$793-03
Section 3
$5,129.67
Total Cost for Pass- Through Service for LOT - ESD Site $5,922-70
fW0969573-31
Agreement for Pass -Through Wastewater Sen ice B-1
Siena MUD 1 WW Allocation for Siena Commercial Along CR 109
Segment MH ID Pipe Size Slope
(in)
Sect 1 Contract
12 0.5
Sect 3 Contract
Tota I Cos is
Pro -Rated Costs
Lot 1 ESD
Unit Cost Siena Lues Total Costs
Std MH
4
Drop MH
1
12 " 10-12'deep
616
12 " 12-14'deep
51
12 " 14-16'deep
50
Connect to Ex
1
Trench Safety
717
Adjust MH
5
Line A
4,000-00
4,900-00
37.00
62.00
68.00
100
8 0.5
Line F
Std MH
1
3,500.00
a it 0,08' deep
1150
32.00
8 it 8-10'deep
100
34.00
8 " 10- 12' deep
100
39-00
Connect to Ex
1
1,0000.00
Trench Safety
350
0. 5
Adjust MH
1
100
8 LUEs
Sect 3
Bit Line
$4 � 354.84
Sect 1
12"Line
$596.04
695
11
16 GOD
4900
22792
3162
34GO
1600
717
Soo
53,271.00
-3500
4800
34GO
3900
1000
175
100
16.875.00
$70,1146.00
Total Pro -Rated Costs
$4,950.88
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