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Contract - Siena MUD No 1 and No 2 and ELMURR, LLC - 12/7/2023 District's Unique Control Number: 20231o18-7c AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [LOT 3, BLOCK A, SIENA SECTION 351 THIS AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE [LOT 3, 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"), ELMURR, LLC, a Texas limited liability company ("ELMURR"), and the CITY OF ROUND ROCK, TEXAS, a home rule municipality located in Williamson County, Texas (the "Cb"). District No. 1, District No. 2, ELMURR, 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 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 Agreement" and, collectively with the District No. 1 Wholesale Agreement, the "Wholesale Agreements"). B. ELMURR is planning to develop Lot 3, Block A, SIENA SECTION 35, a subdivision in Williamson County, Texas, according to the map or plat thereof recorded under Document No. 2020046670 (the"Property"),with an f9,307 square foot building, comprised of a"General Retail" uses, as defined in the City's Code of Ordinances. The City has represented to ELMURR that 6 living unit equivalents ("LUEs") of wastewater capacity in the City's wastewater system are available for use by ELMURR to serve the Property. However, because the City does not have existing wastewater lines in the area to which the Property could readily connect, ELMURR 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 ELMURR 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 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 owned by 2-2 X 3-tI? ELMURR (the "ELMURR Wastewater.Line") to the Districts' wastewater lines (the "District Wastewater Lines") and wastewater collection systems at the point of connection identified as the "Lot 3 Connection to Existing system" on Exhibit "A" attached hereto (the "District Wastewater Point of Connection") to allow the City to provide up to 6 LUEs of 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 6 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 ELMURR, without the prior written consent of the Districts, deliver through the Districts'wastewater collection system more than 6 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 6 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 ELMURR desires to make improvements to the Property that would impact wastewater generation, ELMURR 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 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 Districts. Further, within ten days after approval by the applicable governmental authority, ELMURR will provide the Districts with copies of all approved site plans, and amendments thereto. ELMURR will be solely responsible for the cost of any infrastructure improvements to ELMURR's or the City's wastewater systems that are necessary to enable the City to provide retail wastewater service to the Property, including the ELMURR Wastewater Line from the Property to the District Wastewater Point of Connection (the "ELMURR Wastewater Facilities") and ELMURR will, at its sole cost and expense, operate and maintain the ELMURR Wastewater Facilities in compliance with all applicable rules and regulations; provided, however, that the ELMURR Wastewater Facilities may be dedicated to the City, in which case the City will accept the ELMURR Wastewater Facilities for operation and maintenance. Agreement for Pass-Through Wastewater Service 2 4886-1887-4750,v.2 4. THE DISTRICTS WILL HAVE NO LIABILITY OF ANY KIND OR NATURE WITH RESPECT TO THE ELMURR WASTEWATER FACILITIES, AND DEVELOPER 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 ELMURR 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 DEVELOPER, DEVELOPER'S OBLIGATIONS HEREIN WILL BE REDUCED BY THE PERCENTAGE OF NEGLIGENCE OR FAULT APPORTIONED TO THE DISTRICTS. 5. ELMURR 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 6 LUEs of wastewater service authorized under this Agreement may only be used to provide wastewater service to ELMURR for the Property. Except as expressly authorized by this Agreement for pass-through wastewater service to the Property, neither ELMURR 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 ELMURR or the City does so, the Districts may immediately terminate this Agreement and/or require ELMURR or the City, as applicable, to immediately terminate service to the facilities, persons, or property that have been connected in violation of this Agreement for Pass-Through Wastewater Service 3 4886-1887-4750,v.2 Agreement. The Districts reserve the right to deny for any reason any request by ELMURR 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 6 LUEs of pass-through wastewater service capacity made available under this Agreement to the Property, ELMURR will pay a non-refundable capacity charge of$3,485.25 to District No. 1 and $646.28 to District No. 2 (collectively, the "Capacity Charges"). The Capacity Charges must be paid on or before the Effective Date. D. Operation & Maintenance Payment. The Districts will each invoice ELMURR 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 ELMURR 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 ELMURR 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 2043, ELMURR 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 ELMURR'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 ELMURR 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 ELMURR 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 Agreement for Pass-Through Wastewater Service 4 4886-1887-4750,v.2 be obligated to pay all expenses incurred by the nondefaulting Party, including reasonable attorneys' fees. In addition to all other remedies available to the Districts, if, for any reason, ELMURR 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, ELMURR 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 ELMURR 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 parry. 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. 1 c/o Armbrust&Brown, PLLC Attn: Kevin M. Flahive ioo Congress Avenue, Suite 1300 Austin,Texas 78701 Siena Municipal Utility District No. 2 c/o Armbrust&Brown, PLLC Attn: Kevin M. Flahive ioo Congress Avenue, Suite 1300 Austin,Texas 78701 Agreement for Pass-Through Wastewater Service 5 4886-1887-4750,v.2 with copies to: Armbrust&Brown, PLLC Attn: Kevin M. Flahive ;loo Congress Avenue, Suite 1300 Austin,Texas 78701 All notices to ELMURR will be in writing and mailed by Certified Mail, Return Receipt Requested, addressed to: ELMURR, LLC Attn: Nabil El Murr 3800 Hidden Estates Drive Austin,Texas 78727 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.L.L.C. Attn: Stephanie L. Sandre 3og East Main Street Round Rock,TX 78664 Any Parry may change its address by giving written notice of such change to the other Parties. Section ii. Term. This Agreement will be in force and effect for the term of the Wholesale Agreements. Section 12. Effective Date. The effective date of this Agreement (the "Effective Date") will be the date that the latter of the Districts executes this Agreement after receipt of fully executed original counterparts from ELMURR and the City. 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 Parry. Agreement for Pass-Through Wastewater Service 6 4886-1887-4750,v.2 Section 16. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed effective as of the Effective Date. DISTRICT NO. 1: SIENA CIP UTI TY DISTRICT NO. i By: Pard las Kue tier, P sident of Directors Date: October 18, 202A THE STATE OF TEXAS § COUNTY OF TRAVIS § This instrument was acknowledged before me on the 18th day of October, 2023, by Douglas Kuenstler, President of the Board of Directors of Siena Municipal Utility District No. 1, on behalf of said District. '%C KEVIN M. FLAHIVE Notary Public,State of Texas F *= Notary ID#12978191-2 s:;•' ,:��?,. My Commission Expires Notary Public Signature APRIL 11, 2026 g Agreement for Pass-Through Wastewater Service 7 4886-1887-4750,v.2 DISTRICT NO. 2: SIENA M CIPAL UTILITY DISTRICT NO. 2 By: Adam Kruger,Vi e President Board of Directors Date: October 18, 2022 THE STATE OF TEXAS § COUNTY OF TRAVIS § This instrument was acknowledged before me on the 1811, day of October, 2023, by Adam Kruger, Vice President of the Board of Directors of Siena Municipal Utility District No. 2, on behalf of said District. PY P • �� (s a1. .....a;,; KEVIN M. FLAHIVE 2 Notary Public,State of Texas Notary Pu lic Signature '€ Notary ID#12978191-2 ;�5 M Commission Expires p` APRIL 11, 2026 Agreement for Pass-Through Wastewater Service 8 4886-1887-4750,v.2 ELMURR: ELMURR, LLC, a Texas limited liability company By: N a'Z 6 IA "V Name: &„j 1 L F�L Title: O +A�NA i N tt Date: THE STATE OF TEXAS § COUNTY OF 1111 OM § This instrument was ac novyjedged before me on the ay of 2023, by N �1 L (t fY� Y�� of ELMR LLC, a Texas limited liability company, on behalf of said limited liability compa . . (seal) Victoria Nicole Salazar N nature Notary Public,State of Texas ., , Notary ID#13277098-2 My Commission Expires 11-06-2024 Notary without Bond Agreement for Pass-Through Wastewater Service 9 4886-1887-4750,v.2 CITY: CITY OF ROUND ROC , TEXAS By: Craig orga , Mayor Date: Z 1-7 THE STATE OF TEXAS § COUNTY OF�� Q, �� § This instrument was acknowledged before me on the day of , 2023, by Craig Morgan, Mayor of the City of Round Rock,Texas,on behalf of said City. (seal) �;o s Notary Publi ignatur +`� :oFOFt�^... tiro \\�. 09'29'��\����� MOO Agreement for Pass-Through Wastewater Service 10 4886-1887-4750.v 2 tacanm Seem CommerdW Lol 3=6 LUEs z 0 re443CWWW bn0 U `° W U `GT tiF.1190 vlaoowe Fuwo 1 UXI �.4 5L1E6 6Uls Ot517t[{r 3WEY � � ,�•�I�tlf slo�rrs�aarl� _ -.._ — ,., :a ,.: " �� FBI <;UNNBa;ilUv POINTit CONNECTION POINT�•r �I W VV 7t 3( LTIMTE 7717 •Tn oisTRlcr 1`k Ny � 1111HH /�fBbLTEJi C©VBBI !yW71 rL a' tO 017:7E8.O1 IgfiTI11CT 3 Fi' .AfiTERATER LINE-- - � 4sL1is N,RISE I ronit'TRIIfTED WIrx W N Sfj(j{�{ 87EXA SECTION 3 DINCTIU IL rtil w8r U N � � v, 14 LL"Ee M.LYIBRAI'M u IP3187INCSINA U CONSTIMCMD VrTN a n n a SEX ION SLENt SkfYION 1 +' .'; , Cd DISTRIC7 605 I.L•Em F _ b r, ao A _--- CONNUCT10N POINT 0 Y;; SIEMA MUP TO y�F A V, t Comm I NTEItCEE'I'O1i MUD #1 Ir Q W r G � N 00 Fir 00 00 EXHIBIT"B" PRORATA ALLOCATION Siena MUD 1'W'W Allocation for Siena Commercial Atong CR 109 Segment MH ID Pipe Size Slope Unit Cost Siena Lues Total Costs (in) (nj Sect'Contract 12 0,5 Line 695 Std MH 4 4,000.00 16000 Drop MH 1 4,900.DD 4900 12"10-12'deep 616 37.00 22792 12"12-14'deep 51 62.00 3162 12"14-16'deep 50 68.00 3400 Connect to Ex 1 1,800.E 1800 Trench Safety 717 1 717 Adjust MH 5 100 500 53.271.00 Sect 3 Contract 8 0.5 Line F 11 Sid MH 1 3,500.DO 3500 8"0-8'deep 150 32.00 4800 8"8-10'deep 100 34.00 3400 8"10-",2'deep 100 39.00 3900 Connect to Ex 1 1,000.00 1000 Trench Safety 350 0.5 175 Adjust MH 1 100 100 16.875.00 Total Costs $70,146.00 Sect 3 Sect 1 Pro-Rated Costs 8"Line 12"Line Total Pro-Rated Costs Lot 3 6 LUES $2.700.00 5443.00 $3,143.00 Total $3,143.DO Page 1 of 2 Agreement for Pass-Through Wastewater Service "B"-1 4886-1887-4750,v.2 Developer Interest Calcualtions Lot 3 Series 2018 Bonds 3.77% Costs interest Subtotal Section 1 Casts $443.00 Completed 10114 Assume 10123 close 108 months 5150.12 Series 2019 Bonds 3.31"4 Costs Interest Subtotal Section 3 Costs $2.700.00 Completed 8158 Assume 10123 close 62 months S461.25 Total Developer Interest S61 1.37 Total Costs Construction Pro-rated share through Sector 5443_00 Pro-rated share through Sector 3 52,700.00 Engineering and Testing g 12%construction costs Section 1 553.16 Section 3 S324.00 Developer Interest Section 1 5150.12 Section 3 5461.25 Total Costs Per Section Section 1 S64628 Section 3 53,485.25 Total Cost for Pass-Through Service for Lot 3 54,131.53 �.�OF rgtl 6y B ,t Prepared by : tViKCOWN9 Jones - Heroy&Associates. Inc. �av TBPE Firm#F-006320 4 �QrYAL�` '9122123 Page 2 of 2 Agreement for Pass-Through Wastewater Service "B"-2 4886-1887-4750,v. 2