Contract - Siena MUD 1 and 2, and Sunrise Montessori - 1/28/2021 AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[SUNRISE MONTESSORI]
THIS AGREEMENT FOR PASS-THROUGH WASTEWATER SERVICE
[SUNRISE MONTESSORI] (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. i, the "Districts"), SUNRISE
MONTESSORI OF ROUND ROCK, LLC, a Texas limited liability company("Sunrise"), and
the CITY OF ROUND ROCK, TEXAS, a home rule municipality located in Williamson
County, Texas (the " "). District No. 1, District No. 2, Sunrise, and the City are sometimes
referred to individually in this Agreement as a"Pm• "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. Sunrise is planning to develop the 2.58 acre tract, more or less, located at 6o
Limmer Loop, Round Rock, Texas 78665, as more particularly described in the deed recorded
under Document No. 2017112457, Official Public Records of Williamson County, Texas (the
"Property'), with an expansion of the existing 6,ioo square foot building to an ii,9oo square
foot building and related improvements for use as a Montessori school. The City has
represented to Sunrise that 2.5 living unit equivalents ("LUEs") of wastewater capacity in the
City's wastewater system are available for use by Sunrise to serve the Property. However,
because the City does not have existing wastewater lines in the area to which the Property could
readily connect, Sunrise 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 Sunrise 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.
R-2021-oz2.
{W1023815.2}
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 Sunrise
(the "Sunrise Wastewater Line") to the Districts' wastewater lines (the "District
Wastewater Lines") and wastewater collection systems at the point of connection
identified as the"Sunrise Montessori Connection Point"on Exhibit"A" attached hereto
(the "District Wastewater Point of Connection") to allow the City to provide up to 2.5
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 2.5 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 Sunrise, without the prior written consent of the
Districts, deliver through the Districts' wastewater collection system more than
2.5 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 2.5 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 Sunrise desires to make improvements to the
Property that would impact wastewater generation, Sunrise 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, Sunrise will provide the
Districts with copies of all approved site plans, and amendments thereto. Sunrise
will be solely responsible for the cost of any infrastructure improvements to
Sunrise's or the City's wastewater systems that are necessary to enable the City to
provide retail wastewater service to the Property, including the Sunrise
Wastewater Line from the Property to the District Wastewater Point of
Connection(the"Sunrise Wastewater Facilities")and Sunrise will, at its sole cost
and expense, operate and maintain the Sunrise Wastewater Facilities in
compliance with all applicable rules and regulations; provided, however,that the
{W1023815.21
Agreement for Pass-Through Wastewater Service 2
Sunrise Wastewater Facilities may be dedicated to the City,in which case the City
will accept the Sunrise Wastewater Facilities for operation and maintenance.
4. THE DISTRICTS WILL HAVE NO LIABILITY OF ANY
KIND OR NATURE WITH RESPECT TO THE SUNRISE
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 SUNRISE 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. Sunrise 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 2.5 LUEs of wastewater service authorized under this
Agreement may only be used to provide wastewater service to Sunrise for the
Property. Except as expressly authorized by this Agreement for pass-through
wastewater service to the Property, neither Sunrise 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 Sunrise or the City does so,
{W1023815.21
Agreement for Pass-Through Wastewater Service 3
the Districts may immediately terminate this Agreement and/or require Sunrise
or the City, as applicable, to immediately terminate service to the facilities,
persons, or property that have been connected in violation of this Agreement.
The Districts reserve the right to deny for any reason any request by Sunrise or
the City to increase the level of service under this Agreement or to serve any other
facilities,persons,or property. .z
C. Capaci y Charge. For the 2.5 LUEs of pass-through wastewater service
capacity made available under this Agreement to the Property, Sunrise will pay a
non-refundable capacity charge of$1,311.90 to District No. 1 and $249.30 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
Sunrise 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 Sunrise 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 Sunrise 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, Sunrise will pay an annual fee of
$23.00 per LUE to District No. 1 and an annual fee of$4.00 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 Sunrise'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 Sunrise 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 Sunrise 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 Pa written notice of such default specifying the failure or default in
� g Party P
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 Parry will have the right to terminate
{W1023815.2}
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 nondefaulting Party may employ attorneys to pursue its legal rights
and, if it prevails before any court or agency of competent jurisdiction, the defaulting Parry will
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,
Sunrise 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, Sunrise 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 Sunrise 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 Parry.
Section io. 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
{W1023815.21
Agreement for Pass-Through Wastewater Service 5
Siena Municipal Utility District No. 2
c/o Armbrust&Brown,PLLC
Attn: Kevin M. Flahive
ioo Congress Avenue, Suite 1300
Austin,Texas 78701
with copies to:
Armbrust&Brown,PLLC
Attn: Kevin M. Flahive
ioo Congress Avenue,Suite 1300
Austin,Texas 78701
All notices to Sunrise will be in writing and mailed by Certified Mail, Return Receipt Requested,
addressed to:
Sunrise Montessori of Round Rock, LLC
Attn: Shannon Black
6o Limmer Loop
Round Rock,Texas 78665
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 ii. 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 Sunrise 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.
{W1023815.21
Agreement for Pass-Through Wastewater Service 6
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 Parry 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]
.{Wi023815.2}
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. is
SIE M jCIP DISTRICT NO. i
B :
Y
o JiLs K enstl ,Presi ent
B aof Direct s
Date: `Z 2
THE STATE OF TEXAS §
W`\V\ §
COUNTY OF TRA.Aq& §
This instrument was acknowledged before me on the day of 2021,
by Douglas Kuenstler, President of the Board of Directors of Siena Municipal Utility District No.
i,on behalf of said District.
A,
(seal) EL, /p''��.,.
RY N tary Public Signature
o
{W1023815.2}
Agreement for Pass-Through Wastewater Service 8
DISTRICT NO. 2:
SIENA MUNICIPAL UTILITY DISTRICT NO. 2
By:
?�� �
Jeff O'Jibway,President
Board of D' ectors
Date: �7Z
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the o2 day of fk n UP4" , 2021,
by Jeff O'Jibway,President of the Board of Directors of Siena Municipal Utility District No.2,on
behalf of said District.
�„
(seal) �.� pYPV/4 -+(, 6'j(7,
MAUREEN RATEL
Notary Public,state of Texas otary Public Signature
9 }e Comm. Expires 01-16-2022
Notary ID 131411685
{W1023815.2}
Agreement for Pass-Through Wastewater Service 9
SUNRISE:
SUNRISE MONTESSORI OF ROUND ROCK, LLC,
a political subdivision of the State of Texas
By:
Shannon Black,Manager
Date: /2,01
THE STATE OF TEXAS §
1 .
COUNTY OF §This instrument was acknowledged before me on the day of TaV1Lkk , 2021,
b Shannon Black Manager of Sunrise Montessori of Round Rock LLC a Texas limited yabili
Y � g tY
company, on behalf of said limited liability company.
(seal) Y Y w ULUI/q VVY #__/
Notary Public Signature
MICHELLE LEE GRUMBLES
Notary Public,State of Texas
Nam: Q� Comm. Expires 12-12-2021
Notary ID 131377295
, rrns�
{W1023815.21
Agreement for Pass-Through Wastewater Service 10
CITY:
CI7aig
D ROCK,TEXAS
By:
an,Mayor
Date:
THE STATE OF TEXAS §
COUNTY OF Y1 §
This instrument was acknowledged before me on the eday of 2021,
by Craig Morgan,Mayor of the City of Round Rock,Texas,on behalf of said City.
(sue) -�%��,►u►►auu,,,,� ,
�� � Y�� 4 Notary Public ature
i9
UJ y' �
�9109►
{W1023815.2}
Agreement for Pass-Through Wastewater Service 11
LEGEND
rur
d] -2Vii4t b
a a,u,r
a .n
SUNRISE MONTESSOR} = 2.5 LUEs
r0r
Su ENA
OIII � -I�N�? i y�:i"d'.'.a.Dgc.s•�� 'a"(±C'$O�.'�i5 ••"., ,.� '�,ti rnreiar.r'.r�
I ��a, sav�.s� ..av+nv ��y as�e�M%t5 mr 'r`c�=*ti°`",. -•� I J
O II J JAI "• DESI7UCT VRf &ICE
Y
n s;W W 1 .. '- •Y: -AS�'j Jl'M 4 � —�1_. 1(I.-..
I, F[h'P3SE !9pNTA'SpP.I t4
W Vj C[]�n CfIOV POINT 5° t7M 'rt✓'
5151 114911.D8 U6}'so-ij ma- I COIQIECITON PONT S 1 0` [uuie°u�"°`'awM.°r ~
^J titi I I ,q Flfhlai ou (BOLTED C VFR) rU UI.S71tJCt' Lv: �
8' Ww UUY,nrma _ —� DISCI11C7
B" WASTMATEN UNH ,! l I�nt'a^. tt7O LGEs.`,�
YAW` I C6�JSfRUCTED WITH � � 2t
�s 5USy]RI I 3[EK8 SEGT10y 3 DISrR[
all LUEN e y fr
H i `�4 � I �� rt ^� ri"i rr LIsrR[Cr *, f� I +r ..�"n�stt•� y
q�,� � -•. ]4 CUY.a �}Fa �f�I no'�u�wr�u�i i�+s ++
F 0
ry�t 1W' WASTEWATER LJN£ rr y u 'ro j p°` 1'SIENA cd
ly I COn-KRUCTIIY MTH v :i ti S 1 J"-5EC'21ON t
SMNA SMIDN 1 1r t s. Iq I r
I qp 'y LJS"I'1llL'1' G!}3-LIJER -„"b!]
O
'S �r ' �� q y` fix// ",• , CON"NE:C IDN POINT
5'[Em% AIt1U 'CU cad
I q I �' �`' 1 'ti�°' �I��� ly,•i~ = '`� CORR MERCEPTOR �
SIENA00
N w
q
N
0
Aiong GR IM arise n su A6 rets6ri-Nis'Th 469h
:Segment MWID Pipeisize "PIPP6 unit. Cost ,SJeftaLues,-TolaI Costs.:
(in) M
96d I Contract
12 Une,A- 695
�S.td MH 4, -4,666,
Drop MH 1' 4;460.00. 49b0
12-1 04-7deep 616', 37.M 227k-
12'12-14'deep: :,51 6100 3162
-50 6.8,00, IM
O -connecuo."a 1. 1;800..0-0
Trench Safety 717, 1 71T
,djusi MH I 00� 500
a 0.5 IJne:F 'I 1
Sid MH 1 31:50600 3500
O 8.!',OZ,deep 150 32.60 4800
8-1 O'd deep 100.0. 34.00- :KOO
Trench Safety
Acqupt IVIH I OD. -100
Total'Costs $70,146.00
Ski 86-ct,1
Pr6-Rated Goast4 WUne 12"Une. Total ProRatej$rCO.St§ W
04
,Sunrise Montessori. 245 LUEs $1,095.78 84-.33t '41,280.11 a
�? V
OD 4)
Ce)
0
Oeveloper,lnterest..Calcualtions
Sunrise rOontessori
Series 2018 Bonds 3.77'l0 ;Costs Interest
Subtotal Section 1 Costs $18433
.Completed 10/14
:Assume 111/2021 close 74 months -$42:85
Series 2019 Bonds 3.31°lo :.Costs• Interest
Subtotal Sectiorr3 Costs S1,098 76
Completed 8/18
,Assume 111]2021.dose 2&months
Total'Developerinterest, $127.48
Total.Costs:.
Construction
Pro-rated shareahroughSectianl $184 33
Pro=rated.share through.-Sectian;3 $1;095.78
Engineering;,and Testing:cQ 12%constructloncosts
Section 1- $2212
Section, $13149
Developer Interest.
Section 1 542.85
:Section 3 SUM
Total`Costs:Per Section
:`Section 1 $249.330
Section 3 $1;31:1.90
Total'Cost far Pass-Through Senrice.forSunnse Montessori $1,561.20
{W1023815.2}
Agreement for Pass-Through Wastewater Service Exhibit"B"-2