Contract - Siena Municipal Utility District (MUD - 4/14/2022 AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[LOT 7, BLOCK A, SIENA SOUTH]
THIS AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [LOT 7,
BLOCK A, SIENA SOUTH] (this"Agrggment") 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 (the "Districe), CR 110 RE INVESTMENT LLC, a Texas limited liability
company ("CR no"), and the CITY OF ROUND ROCK, TEXAS, a home rule municipality
located in Williamson County, Texas (the The District, CR ii , and the City are
sometimes referred to individually in this Agreement as a "PArtt" and collectively as the
j
"Parties".
RECITAILS:
A. The District purchases and receives wholesale wastewater service from the City
pursuant to the Wholesale Wastewater Agreement dated June 27, 2013 between the District and
the City(the" olesale Agreemenr).
B. CR i10 is planning to develop Lot 7, Block A, Siena South, a subdivision in
Williamson County, Texas, according tote map or plat thereof recorded under Document No.
202Oo9982o, Official Public Records of Williamson County, Texas (the "&p"er "), with
convenience store, as station and other retail and/or restaurant uses within a single ±8,700
square foot building. The City has represented to CR lio that 2.5 living unit equivalents
("LUE?) of wastewater capacity in the City's wastewater system are available for use by CR 110
to serve the Property. However, because the City does not have existing wastewater lines in the
area to is the Property could readily connect, CR 110 has requested to use the District's
wastewater system on a pass-through basis in order to obtain retail wastewater service from the
City tote Property.
C. The Parties desire to enter into this Agreement to set forth the terms and
conditions on is the City and CR lio may utilize the District's wastewater system 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 solllows:
Section i. Recitals. The above and foregoing recitals are incorporated herein by
reference.
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 (the "CR 110
Wastewater Line") to the District's wastewater lines (the "District Wastewater Lines")
and wastewater collection system at the point of connection identified as the "Point of
Connection to Siena MUD #i System" on Exhibit "A" attached hereto (the "District
Wastewater Point o Connection") to to the City to provide up to 2.5 LUEs of retail
wastewater service to the Property using the District's wastewater system on a
20ZZ-1 I'S
(W'048333.21
pass-through basis. The District has reviewed its current capacity and has determined
that it has the wastewater capacity to allow 2.5 LUEs of wastewater to pass from the
Property through its wastewater lines tote 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 CR lio, without the prior written consent of the
District, deliver through the District's wastewater collection system more than 2.5
LUEs of wastewater from the Property measured at the District Wastewater Point
of Connection.
2. The District has and will continue to have its guaranteed
reservation and commitment of 2,556 LUEs of wastewater capacity from the City
under the Wholesale Agreement. None of the LUEs of capacity guaranteed and
reserved to the District under the Wholesale Agreement will be utilized to serve
the Property under this Agreement. Instead, the City is committing 2.5 LUEs of
wastewater capacity directly to the Property and will simply be using the
District's wastewater system to provide retail wastewater service to the Property
on a pass-through basis.
3. To the extent that CR no desires to make improvements to the
Property that would impact wastewater generation, CR lio will submit all plans
and specifications for such improvements tote District prior to construction of
such improvements so that the District may confirm that wastewater generated
from such 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 improvements, and such calculation will be subject to
confirmation and approval by the District. Further, within ten days after
approval by the applicable governmental authority, CR no will provide the
District with copies of all approved site plans, and amendments thereto. CR i10
will be solely responsible for the cost of any infrastructure improvements to CR
11 's or the City's wastewater systems that are necessary to enable the City to
provide retail wastewater service to the Property, including the CR no
Wastewater Line from the manhole located adjacent tote Property to the
District Wastewater Point of Connection (the "CR 110 Wastewater Facilities")
and CR lio will, at its sole costa expense, operate and maintain the CR i10
Wastewater Facilities in compliance with all applicable rules and regulations;
provided, however, that the CR 110 Wastewater Line may be dedicated tothe
District, in which case the District will accept the CR i10 Wastewater Line for
operation and maintenance,
4. THE DISTRICT WILL HAVE NO LIABILITY OF ANY
KIND OR NATURE WITH RESPECT TO THE SIENA NORTH
WASTEWATER FACILITIES, AND SIENA NORTH WILL INDEMNIFY,
DEFEND, AND HOLD THE DISTRICT 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, AMONS,
(WI048333-2)
Agreement for Pass-Through Wastewater Service 2
OR
LEGAL, ADMINISTRATIVE PROCEEDINGS, DEMANDS, FINES,
DAMAGES,PUNITIVE LOSSES, COSTS,
OR CLAIMS OF ANY KIND
OR NATURE cc s
r
) THAT ARISE BECAUSE OF
OR IN CONNECTION WITH THE USE, OPERATION,
OR
MAINTENANCE OF THE SIENA NORTH WASTEWATER FACILITIES.
SUCH OBLIGATION APPLIES WHETHER ACTUAL OR ALLEGED
NEGLIGENT ACTS OR OMISSIONS OF THE DISTRICT CAUSED THE
LOSS IN WHOLE OR IN PART; PROVIDED HOWEVER, IN THE
EVENT OF ANY JOINT OR CONCURRENT LIABILITY BETWEEN THEDISTRICT AND SIENA NORTH,
SIENA NORTH'S OBLIGATIONS
HEREIN WILL BE REDUCED BY THE PERCENTAGE OF
NEGLIGENCE OR FAULT APPORTIONED TO THE DISTRICT.
i10 and the Cityl e responsible o ensuring that al1
discharges of industrial waste from the Property comply with federal, state, and
municipal uire a is regarding pretreatmenta iriindustrial
este and other prohibitedas compliance or enforcement efforts o
pretreatmentrequirements will be established and mo it y the Cityi
accordance with the 's ordinances; however, the District will be entitled to
inspect facilities constructed to serve the Property and the connection t the
District Wastewater of of Connectionand to test the wastewater received at
e District Wastewater Point of Connection. any test reflects that any
wastewater other than domestic wastewater is being received at the District
Wastewater Point of Connection, pretreatment such wastewater will be
required, in accordance with the City's ordinances, t the expense of the
discharging a e District will not have any obligations regarding the
required retreat such wastewater. The City will not impose any fee,
charge, e upon the District for any violation of any ordinance, rule,
regulation, r agreement caused by wastewater received at the District
Wastewater Point of Connection, or will the City impose upon the District any
surcharge that is caused by wastewater received at the District Wastewater Point
f Connection.
6. The . s of wastewater service authorized a is
Agreementmay only be used to provide wastewater service to CR i10 fort e
Property. xce t as expressly authorizedy this Agreement for pass-through
wastewater service tote Property, neither CR i10 nor the City may connect, or
allow any other erso or entity to connect, directly or indirectly, any other
facilities, persons,or property tote District's water or wastewaterutility systems
without the prior written consent of the District. If CR lio or the City does so,
the District may immediately terminate this Agreementand/or require CR iio or
e City, as applicable, o immediately terminate service to the facilities, persons,
r property that have been connected in violationoft is Agreement. The District
reserves the right o deny for any reason any request by CR 110 or the City to
crease the level of service under this Agreement or to serve any other facilities,
persons,or property.
C. Capacijy Charge. r the 2.5 LUEs of pass-through wastewater service
capacity a available under this Agreement to the Property, iia will pay a
non-refundable capacity care Of $1,2 tote District (the "Capacity m ar e" .
The Capacity Care must be paid on or before the Effective Date.
{W1048333.2)
Agreement for Pass-Through Wastewater Service
D. ODeration &Maintenance Payment. The District will invoice CR 110 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 each Lot under this Agreement
(as to each Lot, the "Operation & Maintenance—ftyment"). The Operation &
Maintenance Payment will be allocated based on the ratio of the number of LUEs of
pass-through wastewater service capacity made available to the Lot under this
Agreement(provided that such number will notic e any LUEs for is the Capacity
Charge has 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 (as to each Lot, the "Prorata_.,Allocation"). The Operation &
Maintenance Payment will be paid by CR no within 3o days after receipt of the invoice.
The Operation & Maintenance Payment will be in addition to any other payments
required by this Agreement. Interest charges for any overdue Operation & Maintenance
Payment will be paid by CR iio in accordance with Texas Government Code Section
2251.025.
E. Debt Service Payment. On or before October 31st of each year during the
term of this Agreement through and including 2047, CR iio, will pay an annual fee of
$75.00 per LUE tote District for the debt service forte District Wastewater Lines used
to provide pass-through wastewater service to each Lot under this Agreement (as to each
Lot, the "Debt Service Payment"), except that any LUEs will not be factored into the
Debt Service Payment uniii—such LUEs are actually being utilized. The Debt Service
Payment is CR lio's Prorata Allocation of the debt service owed for the District
Wastewater Lines. The amount of the Debt Service Payment may be adjusted by the
District annually to reflect the actual debt service for the District Wastewater Lines, if
such debt service changes; provided,however, the District shall provide written notice to
CR 110 of any adjustment at least thirty days prior to the effective date of such
adjustment. The Debt Service Payment will be in addition to any other payments
required by this Agreement. Interest charges foray overdue Debt Service Payment will
be paid by CR 110 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 tote 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
attorneys' fees. In addition to all other remedies available tote District, if, for any reason, CR
110 or the City violates any provision of this Agreement, the District will, after the notice and
opportunity to cure period described above, have the right to disconnect the Property from the
District's wastewater system and to terminate this Agreement if, in which event, CR no will be
solely responsible for all actual costs and standard District fees related to disconnection from
the District's wastewater system.
Section 4. Severability. The provisions oft is Agreement are severable, and if any
provision or part oft is 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
W1048333.2)
Agreement for Pass-Through Wastewater Service 4
reason, the remainder of this Agreement and the application of such provision or part of this
Agreement toother 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 CR 110 orthe
City, in whole or in part, without the prior written consent of the District. 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 tote 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 solea 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 io. Notices. All notices tote District 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. Flahive
ioo Congress Avenue, Suite 1300
Austin,Texas 78701
with copy to:
Armbrust&Brown, PLLC
Attn: Kevin M. Flahive
ioo Congress Avenue,Suite 1300
Austin,Texas 78701
All notices to CR iio will be in writing and mailed by Certified Mail, Return Receipt Requested,
addressed to:
CR 110 RE Investment LLC
Attn: Shakeel Badarpura
11940 Jollyville Road, Suite ilo-N
Austin,Texas 78759
All notices tote City will be in writing and mailed by Certified Mail, Return Receipt Requested,
addressed to:
fW:10483332.�
Agreenient for Pass-Through Wastewater enice 19,
City of Round Rock
Attn. City Manager
221 as 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 tothe other Parties.
Section iiL. 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 "gffective
Date") will be the date that the last of CR 11o, the City and the District executes this Agreement;
provided, however, that notwithstanding anything herein to the contrary, in the event CR iio
fails to acquire fee simple title to the Property by September 30, 2021, this Agreement will
automatically terminate and be of no further force ore ect
SectionI3. 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)
W10483312)
Agreement for Pass-lbrough Wastewater Service 6,
IN WrMESS WHEREOF, the Parties have caused this Agreement to be executed
effective as of the Effective Date.
DIS
SIIPA 1, DISTRICT'NO. i
�w
as
e s r, resp e t
oa d of Directors
Date, une . 2021
STATETHE
COUNTY
1S instrument was acknowledged befor a on O ay of,lune, 2021,by Douglas
Kuenstler, President of the Board of Directors of Siena Municipal Utility District . i, on behalf
of said is
USA KAUFA o lic i
R"Pubk eft 01 TOM
MyEG: l
1
(WI048333.21
Agreement for Pass-Through tewter Service
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CR no INVESTMEW LLC,
a Texas limited "liabilitycompany
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Title:� ,� ti A4
Date: June 2
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THE STATE OF TEXAS §
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{WIO4 333.2}
Agreement for Pass-Through Wastewater Service
CITY OF ROUND ROCK TEXAS
By:
Craij o 1 n, ayor
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THE STATE OF TEXAS §
COUNTY OF W, §
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This instrument was acknowledged before me on the 14..........., day of�� ,, by Craig
Morgan, Mayor of the City of RoundRock,Texas, on behalf of said city.
(seal)
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EXHIBIT"B"
PRORATAAJLLOCATION
Developer Interest Calcuaftions
LOT 7 and LOT 6
notbonded 3.00% Costs Interest
WWA Costs $62&59
Completed 1 r2812021
Close 3/2112021 Assume 3 months $4,71
Notbonded 100% Costs Interest
WW E Costs $580.25
Completed 1128/2021
Close 3/21/2021 Assume 3 months K35
Total Developer interest $9.07
Total Costs
Construction
WWA $628.59
WW E $580.25
Engineering and Testing @ 12% construction costs
WWA $75.43
WW E $69.63
Developer Interest
WWA $4311
WW E $4.35
Total Costs Per Section
WWA $708.74
WW E $654.23
Total Cost for Pass-Through Service for Lot 7 and or Lot 6 $1,362.97
M'0483332.)
Agreewne-WL for Pass "riirougi,'Wastewater Service
Siena MUD I WWAllocardon for Siena Commercial Along CR 110 Siena South Lots6 and 7
Segment MH ID Pipe Sim Slope Unit Cost Siena Lues, Total Costs
in N
WWA
12 0.25 Line A 600
V Diem.MH 1 7,000.00 7000
6Diam.Drop MH 2 8,000.00 16=1
12"24-26'deep 150 2K00 42000
12"22-2W deep 214 215.00 46010
EDa 6 MH 44 500.00 220DO
Conned to EK 1 2,5W.QO 25M
Trench Safety 364 1 364
Adjust MH 3 250 750
24"Steel Encasement so 188.00 15040
Staking 364 125 455
152,119.00
WWE
8 O's line E 300
®Std MH bofted 3 4,9W.00 14700
8"10-12'deep 163 53.00 8639
8"12-14'deep 370 57.00 2109D
8 0 14-16'deep 118 71.00 8378 32
8'16-18'deep 75 90.00 6750
18 450.00 8100
Staking 726 1.25 907.5
Trench Safety 726 1 726
Adl��MH 6 250 15M
70,790.50
2
Toted Costs $222,909.50
M
WWE WWA
Pro-Rated Costs 80 Una 1201-Ine Total Pro-Rated Costs
00
LOT 7 2.5 LUEs $580.25 $628.59 $1,20.34
LOT 6 2.6 Wes $5W.25 $828.59 $1.208.84