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Contract - LSBD ROUND ROCK 118 LLLC - 7/14/2022 OUT-OF-CITY WASTEWATER SERVICE AGREEMENT THIS OUT-OF-CITY WASTEWATER SERVICE AGREEMENT ("Agreement"), is made and entered by and between LSBD ROUND ROCK 118, LLC, a Texas limited liability company,with mailing address of c/o LS Black Development, LLC, 1959 Sloan Place, Suite 100, St. Paul, MN 55117 referred to herein as the "Customer," and the CITY OF ROUND ROCK, TEXAS a home-rule municipality located in Williamson and Travis Counties, State of Texas,with office located at 221 East Main Street,Round Rock, Texas, 78664 referred to herein as the"City." The Customer and the City are hereinafter referred to collectively as "the Parties," or individually as a"Party." RECITALS: WHEREAS,the Customer is in the process of purchasing property at 1351 CR 118,Hutto, Texas and 1425 CR 118,Hutto,Texas(collectively the"Property")as legally described and shown in the attached Exhibit"A," incorporated herein by reference for all purposes, and WHEREAS, the City has determined that it is desirable for the parties for the Property to receive wastewater service from the City notwithstanding the fact that the Property is outside the City's corporate limits, and WHEREAS, the City does not have an existing Out-of-City Wastewater Service Agreement with the Customer to provide wastewater to the Property, and WHEREAS, the Customer and the City desire to enter into this Agreement to formalize the terms by which the City will provide wastewater service to the Property, and WHEREAS, the Customer and the City desire to enter into this Agreement to formalize the terms by which the City will provide one hundred sixteen (116) living unit equivalents of wastewater service to the Property to serve a multifamily development, and WHEREAS,pursuant to the Zoning and Development Code,Chapter 4,Article VI, Sec. 4- 80, Code of Ordinances (2018 Edition), City of Round Rock, Texas, the City Council hereby determines that there is adequate capacity of wastewater treatment services available for the purpose of servicing Customer without impairing services within the City, NOW, THEREFORE: WITNESSF,TH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, and the covenants and agreements hereinafter contained to be kept and performed by the respective Parties hereto, it is agreed as follows: rV_a0 4864-8336-7948/ss2 Article I Customer's Obligations Under this Agreement 1.01 Customer shall be required to install a public wastewater line to the Property and shall be responsible for the design and construction of the wastewater line and obtaining the necessary easements for the wastewater line. In the event the connection of Customer's wastewater line to the City's facilities is located at the proposed termination point of the wastewater line to be constructed by 5000 Limmer Loop Investments, LLC (the "Mansions" development), the City shall require the customer to upsize from a standard wastewater line to an 18" wastewater line, and the City agrees to pay the oversize costs (10" of upsize") at $2.60 per inch diameter per linear foot of the over-sized main. In the event 5000 Limmer Loop Investments, LLC does not construct its wastewater line for its "Mansions" development, the Customer shall determine another means to extend wastewater to its Property, subject to the approval of the City. If the Customer and City are unable to agree on an alternative means to extend wastewater to the Property, this Agreement shall automatically terminate. 1.02 Customer shall be required to obtain a permit from the City's Planning and Development Services Office for the construction of the wastewater line and pay all associated fees. 1.03 Customer shall construct the wastewater line in compliance with the City's Code of Ordinance. 1.04 Customer shall comply with all requirements of the Zoning and Development Code, Chapter 4, Article VI, Sec. 4-80, Code of Ordinances (2018 Edition), City of Round Rock, Texas, regarding the furnishing of sewer services outside the city limits, a copy of such Sec. 4-80 being attached hereto as Exhibit `B," incorporated herein by reference. Failure to comply with any of these requirements shall give the City the option of terminating this Agreement. 1.05 Customer agrees that in the event the Property becomes contiguous with the City limits of Round Rock, Texas, and meets all requirements of annexation, the owner of the Property shall immediately apply for annexation into the City and cooperate fully with the annexation of the Property into the City and any zoning requirements of the City. Article II. Provision of Wastewater Services 2.01 City agrees to sell Customer wastewater service as required by Customer for domestic use on an as needed basis for the Property. 2.02 The wastewater service to be provided herein is for the Property as described in Exhibit"A" and no other property. Article III. Rates and Fees 3.01 Prior to connecting to the City's wastewater system, Customer agrees to pay City a one-time wastewater connection fee of $208,684.00 and any associated inspection fees. Any additional service resulting from future additions built on the Property shall require Customer to pay additional impact fees in accordance with Zoning and Development Code, Chapter 4, Article 2 VI, Sec. 4-82, Code of Ordinances (2018 Edition), City of Round Rock, Texas, and as may be amended from time to time. 3.02 Customer agrees to pay City for all wastewater services provided to Customer at the rate authorized by Chapter 44, Article Il, Sec. 4-34, Code of Ordinances (2018 Edition), City of Round Rock, Texas, as amended from time to time, applicable to customers located outside the corporate limits of the City. Consistent with that provision, the volume charge shall be twice the rate for commercial customers located within the corporate limits of the City. Because the Property is served with water by Jonah Water Special Utility District (Jonah SUD), the wastewater service will be calculated based on the Customer's average water consumption for December, January, and February of each winter, as determined from Jonah SUD's water bills. Customer agrees to provide the City with copied of the aforesaid bills by April 1, of each year. 3.03 The City shall render monthly bills to Customer for wastewater services. Payment shall be made no later than the sixteenth (16`h) day following the mailing of the bill. Failure by Customer to make a payment when and as specified will give the City the option to terminate all obligations of the City under this Agreement. 3.04 Customer shall be subject to the penalty provisions for late payment as now exist in Chapter 44, Code of Ordinances (2018 Edition), City of Round Rock, Texas, and as may be amended from time to time. Article IV. Comnpliance with Ordinances 4.01 Customer agrees to comply with all of City's ordinances as they now exist or may be amended from time to time regarding the sanitary use of the wastewater treatment system. 4.02 Customer agrees to pay the one-time wastewater connection fee as set forth in Sec. 3.01 above and to pay all other fees applicable to wastewater service. 4.03 Customer agrees and understands that the City's willingness to provide wastewater service to the Property is expressly contingent on the Property being used for a multifamily development. Customer shall not change or expand the existing uses without the express written consent of the City, which may be withheld for any reason. Any change or expansion of uses without the consent of the City will give the City the option of terminating this Agreement. 4.04 Customer agrees that it will comply with all of the City's ordinances regarding subdivision, zoning, development, and building permits. Article V. Force Majeure 5.01 In the event either Party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Agreement, then the obligations of that Party, to the extent affected by the force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of the inability. The cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure" includes acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, orders of the government of the United States or the State of Texas or any civil or 3 military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and people, civil disturbances,explosions,breakage or accidents to equipment,pipelines, or canals,partial or entire failure of water supply, and any other inabilities of either Party, whether similar to those enumerated or otherwise, that are not within the control of the Party claiming the inability and that could not have been avoided by the exercise of due diligence and care. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the Party having the difficulty and that the requirement that any force majeure be acceding to the demands of the opposing party if the settlement is unfavorable to it in the judgment of the Party having the difficulty. Force majeure shall relieve City from liability to Customer for failure to provide water service due to an inability covered by this article. Force majeure shall not relieve Customer of its obligation to make payments to City as provided in this Agreement. Article VI. Term 6.01 The term of this Agreement shall be for a term of twenty (20) years from the date hereof, unless terminated earlier pursuant to section 1.01. 6.02 This Agreement shall become null and void upon the annexation of the Property by the City. 6.03 This Agreement shall become null and void in the event Customer fails to purchase the Property within nine (9)months of the date this Agreement is fully executed. Article VII. Miscellaneous Provisions 7.01 Customer is prohibited from selling or giving wastewater service purchased herein to anyone else. 7.02 Customer shall be permitted to assign its right herein to a bona fide purchaser of the Property as long as the intended use of the service and the Property remains the same or similar. 7.03 This Agreement shall be construed under and in accordance with the laws of the State of Texas, and any and all actions brought to enforce the terms of this Agreement shall be brought in Williamson County, Texas. 7.04 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Agreement. 7.05 In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 7.06 This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 4 7.07 The violation by Customer of any of City's ordinances related to the use or disposition of wastewater, or to subdivision, zoning, development or building ordinances shall render this Agreement voidable at the option of City. IN WITNESS HEREOF, the parties have executed this Out of City Wastewater Service Agreement in two (2) counterparts, each of which will be deemed an original on this the day of , 2022• [Signatures on the following pages.] 5 LSBD ROUND ROCK 118, LLC, a Texas limited liability company By: Name: •w. w Title: Customer's Address: c/o LS Black Development 1959 Sloan Place, Suite 100 St. Paul, MN 55117 6 CITY OF ROUND ROCK, TEXAS By: Craig Morg n, tor Attest: Meagan Spi*n , Cit Clerk For City, proved ta to rm: Stephan L. Sheets, City Attorney 7 Exhibit "A" Legal description for 1351 CR 118 5.006 ACRES OF LAND, MORE OR LESS, BEING OUT OF AND PART OF THE GEORGE KEITH SURVEY, ABSTRACT 371, WILLIAMSON COUNTY, TEXAS, BEING FURTHER DESCRIBED AS BEING THAT CALLED 5.0 ACRE TRACT OF LAND RECORDED IN VOLUME 2078, PAGE 201 OF THE OFFICIAL RECORDS, OF WILLIAMSON COUNTY,TEXAS Legal description for 1425 CR 118 BEING A TRACT OR PARCEL OF LAND SITUATED IN WILLIAMSON COUNTY,TEXAS AND BEING A PART OF THE GEORGE KEITH SURVEY, ABSTRACT NO. 370 AND BEING A PORTION OF A CALLED 5.00 ACRE TRACT OF LAND DESCRIBED IN A WARRANTY DEED TO DAVID G. ABERNETHY AND WIFE, PAMELA L. ABERNETHY, RECORDED IN VOLUME 1572, PAGE 727, OFFICIAL RECORDS OF WILLIAMSON COUNTY j ` P WIN k�� �� �• , �1 ��4'- �� 11� l � , h�=``te�a ��-�� !W- ownsImma •� 3rm war milmogr7c Ul 7 • - 1-L1IN oWN It - Go rl n � ��J � �r,1•�l iZl i31� .�... ern 1� fR EXHIBIT B Zoning and Development Code, Chapter 4, Article VI, Sec. 4-80 Sec. 4-80. - Furnishing of water, reuse water, and sewer services outside city limits. (a) Conditions under which city services will be provided. The city shall furnish water, sewer and/or reuse water services to residential and commercial users located outside the city limits only upon the following conditions: (1) Adequate capacity exists.There is adequate capacity of city services available for the purpose of servicing residential and commercial users outside the city without impairing services within the city. Whether such adequate capacity exists shall be determined solely by the city council, and the determination of the city council shall be final. (2) Owners outside city limits to bear costs of lines and furnish easements. The construction costs of water,sewer and/or reuse water lines and appurtenances which serve residential and commercial users outside the city limits shall be paid for by the owner, developer, or political entity requesting the service. Such owner, developer, or political entity shall also furnish suitable construction and permanent easements and rights-of-way for utility lines. (3) Construction to conform to city standards.All design and construction shall be in accordance with city standards and specifications. (4) New subdivisions to comply with subdivision regulations. New subdivisions recorded after the date of passage of this section desiring city water,sewer and/or water reuse services shall comply with the subdivision regulations of the City of Round Rock, Texas, in effect at the time such new subdivision is approved. Existing subdivisions whose plats were recorded with the County Clerk of Williamson County, Texas, at the time of the passage of the original Ord. No. 269 (January 8, 1976) can be furnished with water and sewer services without the necessity of having sanitary sewer collection and treatment facilities. (5) City to have right of review. The city shall have the right to review and approve all plats and plans and inspect and approve all water, sewer and/or reuse water construction within subdivisions where water, sewer, and/or reuse water service is to be provided. (6) Water and sewer facility requirements. Except as provided in subsection (4) of this section, all residential and commercial users shall have sanitary sewer collection and treatment facilities. Water will not be provided to residential and commercial users who utilize septic tanks save and except water can be provided to subdivisions whose plats were recorded with the County Clerk of Williamson County,Texas, at the time original Ord. No. 269 was adopted (January 8, 1976). (7) Water,sewer, and/or reuse water lines to meet ultimate requirements of city.Where water,sewer, and/or reuse water lines and appurtenances are extended outside the city limits, the lines shall be sized to serve the ultimate requirements of the city. (8) Extended lines to be designed and inspected by city's engineer. All water, sewer, and/or reuse water lines and appurtenances extending from existing city facilities to any tract of land outside the city limits requesting water, sewer, and/or reuse water service shall be designed and inspected by the city's engineer. The owner, developer, or political entity requesting the service shall pay for these services in keeping with the current contract between the city and the engineer employed by the city. (9) City may reimburse owner for oversized lines. Where the size of the water, sewer, and/or reuse water lines required to meet the ultimate requirements for the city is larger than eight inches and the total capacity is not required to serve the tract of land to be developed, the city may enter into a contract with the owner, developer, or entity constructing the lines for reimbursement for the excess capacity as other users request and are granted service. The developer or entity requesting service from an existing line shall pay a tap fee on a pro rata basis, as hereinafter set forth. The reimbursement to the owner, developer, or entity who paid for the line construction 8 shall be made only from those tap fees paid to the city by users of the facility paid for by the said owner, developer, or entity. (10) Pro rata basis for tap fee. The pro rata basis for the tap fee shall be computed based upon the required demand for use and the fire protection as specified by the engineering criteria approved by the city's engineer. The basis for cost shall be the actual total cost of the facility plus five percent (5%) interest. The total cost shall include, but shall not be limited to, construction costs, engineering costs, and inspection costs. (11) Wholesale bulk rate sales of water. Facilities constructed and paid for by another public entity or facilities which will later be acquired by a public entity may be owned, operated, and maintained by that entity. Such facilities shall purchase water from the city at a negotiated wholesale bulk rate. The city shall own, operate, and maintain all other facilities. (b) Rates.The rates paid by residential and commercial users located outside the city limits for the use of the water, sewer, and/or reuse water facilities of the city shall be in accordance with sections 44-32, 44-33, and 44-34 of the Code of Ordinances. 9