Contract - SDC Austin, LLC - 1/22/2026 COST PARTICIPATION AGhEEMENT
BY AND BETWEEN
THE CITY OF ROUND ROCK,TEXAS
AND
SDC AUSTIN LLC
This Cost Participation Agreement ("Agreement") is made and entered into this D—day
of��,c 2025 by and between the City of Round Rock, Texas (the "City"), a home rule
municipal corporation of the State of Texas, and SDC Austin LLC, a Delaware limited liability
company("Developer").
RECITALS
WHEREAS, the City and Developer desire to cooperate in the design and construction of
certain improvements to Bryant Drive between Rachel Lane and Double Creek Drive; and
WHEREAS, the total estimated cost of the entire Project, including engineering,
surveying, geotechnical, environmental, right-of-way acquisition, construction, construction
inspection and construction testing is $7,014,479.80; and
WHEREAS,the City has committed to providing a total funding towards the Project in an
amount not to exceed $441,499.80 and the Developer has committed the remaining funds
necessary to complete the Project, estimated at $6,572,980.00 (the"Estimated Costs"); and
WHEREAS, the purpose of this Agreement is to outline each party's duties and obligations;
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, the parties agree as follows:
I.
1. Recitals.The recitals set forth above are incorporated herein for all purposes and are found
by the parties to be true and correct. It is further determined that both parties have authorized and
approved this Agreement, and that this Agreement will be in full force and effect when executed
by each party.
2. Project Description. The Project is defined as the design and construction of an extension
to Bryant Drive between Rachel Lane and Double Creek Drive,designed to an Urban Standard(as
defined in Round Rock Code of Ordinances) including the installation of sidewalks, drainage and
turn lanes, as shown on Exhibit "A", attached hereto and incorporated herein by reference for all
purposes. (the "Project").
3. Project Design and Construction Costs.
(a) City shall pay to Developer the amount of$441,499.80 ("City's Contribution"), as
set forth in Exhibit"B," attached hereto and incorporated herein by reference for all purposes.
(b) Developer shall be wholly responsible for the design and construction of the
Project. In the event that the costs incurred by Developer for construction of the Project exceed
the Estimated Costs, then the Developer shall bear sole responsibility for completing the Project.
(c) City shall remit payment of City's Contribution to Developer upon construction,
inspection,and dedication of the Project and acceptance by the City as a public improvement.
II.
Miscellaneous
1. Prior Written Agreements. This Agreement is without regard to any and all prior written
contracts or agreements between the City and Developer regarding any other subject or matter,
and does not modify, amend,ratify, confirm, or renew any such other prior contract or agreement
between the parties.
2. Other Services. Nothing in this Agreement shall be deemed to create, by implication or
otherwise, any duty or responsibility of either of the parties to undertake or not to undertake any
other,or to provide or to not provide any service,except as specifically set forth in this Agreement
or in a separate written instrument executed by both parties.
3. Governmental Immunity. Nothing in this Agreement shall be deemed to waive, modify
or amend any legal defense available at law or in equity to either of the parties, nor to create any
legal rights or claims on behalf of any third party.Neither the City nor Developer waives,modifies,
or alters to any extent whatsoever the availability of the defense of governmental immunity under
the laws of the State of Texas and of the United States.
4. Amendments and Modifications. This Agreement may not be amended or modified
except in writing executed by both the City and Developer.
5. Severability. If any provision of this Agreement shall be held invalid or unenforceable by
any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof,but rather this entire Agreement will be construed as if not containing the
particular invalid or unenforceable provision or provisions, and the rights and obligations of the
parties shall be construed and enforced in accordance therewith. The parties acknowledge that if
any provision of this Agreement is determined to be invalid or unenforceable,it is their desire and
intention that such provision be reformed and construed in such a manner that it will, to the
maximum extent practicable, to give effect to the intent of this Agreement and be deemed to be
validated and enforceable.
6. Gender, Number and Headings. Words of any gender used in this Agreement shall be
held and construed to include any other gender, and words in the singular number shall be held to
include the plural,unless the context otherwise requires.The headings and section numbers are for
convenience only and shall not be considered in interpreting or construing this Agreement.
7. Execution in Counterparts. This Agreement may be simultaneously executed in several
counterparts,each of which shall be an original and all of which shall be considered fully executed
2.
as of the date above first written, when all parties have executed an identical counterpart,
notwithstanding that all signatures may not appear on the same counterpart.
8. Notice. All notices shall be in writing and shall be deemed effective upon receipt by the
addressee after being sent by certified or registered mail or by Next Day Air to the addresses listed
below:
City of Round Rock:
Attn: City Manager
City Hall
221 East Main
Round Rock, Texas 78664
Developer:
SDC Austin LLC
12201 Tukwila Int'l Blvd, 4th Floor
Tukwila, Washington 98168
9. Force Majeure. Parties shall not be deemed in violation of this Agreement if prevented
from performing any of their obligations hereunder by reasons for which they are not responsible
or due to circumstances beyond their control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
[Signatures on the following page]
3.
IN WITNESS WHEREOF,the parties have executed and attested this Agreement by their
officers thereunto duly authorized.
DEVELOPER
SDC AUSTIN LLC
a Delaware limited liability company
John Wilson
By: l.h.Wilson(Det 1.20251170:37 Mn
John Wilson
Name:
CFO
Title:
CITY OF ROUND ROC TEXAS
By: - , M
Craig Porgaeayor
Attest:
Ann Franklin, City Clerk
For City,Approved as to Form:
Stephanie Sandre, City Attorney
4.
Exhibit A
(Project Description)
5.
EXHIBIT A
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Exhibit B
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AISLE
Exhibit "B"
Bryant Drive Commercial Collector OPC
PAVING QUANTITIES
REM UNIT QUANTITIES UNIT PRICE TOTAL AMOUNT
CRUSHED LIMESTONE BASE MATERIAL TYPE A GR1-2 CY 150 $ 300.00 $ 45,000.00
HEAVY DUTY CONCRETE SY 900 $ 200.00 $ 180,000.00
D-GR HMA TY-B PG64-22 TON 118 $ 150.00 $ 17,700.00
4"CONCRETE SIDEWALK SF 1,525 $ 8.00 $ 12,200.00
0.5'TALL STANDARD CURB&GUTTER LF 410 $ 60.00 $ 24,600.00
TOTAL $ 279,500.00
REMOVAL QUANTITIES
REM UNIT QUANTITIES UNIT PRICE TOTAL AMOUNT
PLANE ASPH CONC PAVE(2") SY 1,025 $ 6.00 $ 6,150.00
TOTAL $ 6,150.00
ILLUMINATION QUANTITIES
REM UNIT QUANTITIES UNIT PRICE TOTAL AMOUNT
ILLUMINATION POLE EA 1 $ 5,000.00 $ 5,000.00
DRILL SHAFT(RDWY ILL POLE)(30 IN) LF 8 $ 350.00 $ 2,800.00
ELECTRICAL CONDUIT PIPE(2" PVC) LF 400 $ 25.00 $ 10,000.00
ELECTRICAL CONDUCTOR(NO.8)INSULATED LF 400 $ 3.00 $ 1,200.00
MODIFY EXISTING ELECTRICAL SERVICE EA 1 $ 2,500.00 $ 2,500.00
TOTAL $ 21,500.00
EROSION CONTROL QUANTITIES
REM UNIT QUANTITIES UNIT PRICE TOTAL AMOUNT
INLET PROTECTION EA 4 $ 108.00 $ 432.00
CONSTRUCTION ENTRANCE EA 1 $ 2,333.00 $ 2,333.00
SILT FENCE LF 450 $ 3.67 $ 1,651.50
TOTAL $ 4,416.50
TOTA $ 305,416.50
20%CONTIGENC $ 61,083.30
ENGINEERING FE $ 65,000.00
BRYANT DRIVE SURVE $ 10,000.00
GRAND TOTA $ 441,499.80