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14-R-71 - Southern Plant Wastewater Services Cibolo & SchertzORIGIN FINAL RESOLUTION NO. 14 -R -71 RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT BETWEEN THE CIBOLO CREEK MUNICIPAL AUTHORITY, THE CITY OF CIBOLO, TEXAS, AND THE CITY OF SCHERTZ, TEXAS; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council (the Council) of the City of Schertz, Texas (the City) has previously discussed and desires to participate in the design, acquisition, construction, and equipment of a new regional wastewater system (the Southern Plant) that will be owned, managed, maintained, operated, and potentially expanded by the Cibolo Creek Municipal Authority (the Authority); and WHEREAS, the City Council of the City of Cibolo, Texas (Cibolo) and the Board of Directors of the Authority also want to participate in the design, acquisition, construction, and equipment of the Southern Plant; and WHEREAS, the City, Cibolo, and the Authority anticipate the issuance of obligations designated as "Cibolo Creek Municipal Authority Contract Revenue Bonds, Series 2014 (Southern Wastewater Treatment Plant Project) ", dated September 1, 2014, in the principal amount not to exceed $7,000,000 (the Obligations) to finance the costs to design, acquire, construct, and equip the Southern Plant and to pay the costs of issuing the Obligations; and WHEREAS, the Authority expects to receive the proceeds of the Obligations on or about October 16, 2014; and WHEREAS, the agreement attached hereto in substantially final form as Exhibit A (the Agreement) has been approved by the Board of Directors of the Authority and is anticipated to be approved by the Cibolo City Council on or about September 2, 2014; and WHEREAS, the Authority, the City, and Cibolo are authorized to enter into this Agreement pursuant to Chapter 8166 of the Texas Special District Local Laws Code, Chapter 791 of the Texas Government Code, Chapter 30 of the Texas Water Code, and other applicable. laws; WHEREAS, the Council hereby finds and determines the adoption of this Resolution and the execution of the Agreement are in the best interests of the residents of the City; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS SECTION 1. The Agreement, attached hereto in substantially final form as Exhibit A, is incorporated by reference to this Resolution for all purposes, is hereby approved by the Council. 53664548.1 SECTION 2. The Mayor, Mayor Pro Tem, and the City Secretary of the City are hereby authorized to execute and seal the Agreement. SECTION 3. The Mayor, Mayor Pro Tern, City Manager, and/or City Secretary (each an Authorized Ofciao are authorized to approve any nonsubstantive changes to the Agreement in order that the Agreement may be finalized. An Authorized Official shall present the finalized version of the Agreement at the next Council meeting after the Agreement is finalized. SECTION 4. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Council. SECTION 5. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 7. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Council hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 9. This Resolution shall be in force and effect from and after the date of its adoption, and it is so resolved. 53664548.1 -2- PASSED AND APPROVED, this the 26`h day of August, 2014. ATTEST: — / 'Laul) City Secretary " (CITY SEAL) 53664548.1 -3- EXHIBIT A SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT 53664543.1 A -I CERTIFICATE; OF CITY SECRETARY THE STATE OF TEXAS § COUNTIES OF BEXAR, COMAL AND § GUADALUPE § CITY OF SCIIERTZ THE UNDERSIGNED HEREBY CERTIFIES that: 1. On the 26`h day of August, 2014, the City Council (the Council) of the City of Schertz, Texas (the City) convened in regular session at its regular meeting place in the City Hall (the Meeting), the duly constituted members of the Council being as follows: Michael Carpenter Daryl John Matthew Duke Cedric Edwards, Sr. Jim Fowler David Scagliola Mayor Mayor Pro Tern Councilmember Councilmember Councilmember Councilmember and all of such persons were present at the Meeting, except the following thus constituting a quorum. Among other business considered at the resolution (the Resolution) entitled: Meeting, the attached A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT BETWEEN THE CIBOLO CREEK MUNICIPAL AUTHORITY, THE CITY OF CIBOLO, TEXAS, AND THE CITY OF SCHERTZ, TEXAS; AND OTHER MATTERS IN CONNECTION THEREWITH was introduced and submitted to the Council for passage and adoption. er presentation and memb discussion of the Resolution, a motion was made by Counciler that the Resolution be finally passed and adopted in accotda ce with the City's Home Rule Charter. The motion was seconded by Councilmember 0. and carried by the following vote: voted "For" 0 voted "Against" 0 abstained all as shown in the official Minutes of the Council for the Meeting. 2. The attached Resolution is a true and correct copy of the original on file in the official records of the City; the duly qualified and acting members of the Council of the City on the date of the Meeting are those persons shown above, and, according to the records of my office, each member of the Council was given actual notice of the time, place, and purpose of the 53664717.1 Meeting and had actual notice that the Resolution would be considered; and the Meeting and deliberation of the aforesaid public business, was open to the public and written notice of said meeting, including the subject of the Resolution, was posted and given in advance thereof in compliance with the provisions of Chapter 551, as amended, Texas Government Code. IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the City, this 26`h day of August, 2014. Cr ecretary, City of Schertz, Texas (CITY SEAL) -2- 53664717.1 COPY SOUTHERN PLANT WASTEWATER SERVICES AND FUNDING AGREEMENT BY AND AMONG CIBOLO CREEK MUNICIPAL AUTHORITY, CITY OF SCHERTZ, AND CITY OF CIBOLO THIS AGREEMENT (the "Agreement ") made and entered into as of this the day of A u GcLSr , 2014 (the "Effective Date "), by and among the Cibolo Creek Municipal Authority ( "CCMA "), a conservation and reclamation district created under Article 16, Section 59, of the Texas Constitution, the City of SchertZ, Texas ( "SchcrtZ "), a home - rule municipality and political subdivision of the State of Texas, and the City of Cibolo, Texas ( "Cibolo "), a home -rule municipality and political subdivision of the State of Texas, also all each referred to as a "Party," or.collectively, the "Parties." WITNESSETH: WHEREAS, CCMA, Schertz, and Cibolo are authorized to enter into this Agreement pursuant to Chapter 8166 of the Texas Special District Local Laws Code, Chapter 791 of the Texas Government Code, Chapter 30 of the Texas Water Code, and other applicable laws; WHEREAS, CCMA owns and operates a regional wastewater system in the Cibolo Creek watershed and is specifically identified as the regional wastewater provider for the area of the Cibolo Creek watershed pursuant to Subchapter F of Chapter 351 of Title 30 of the Texas Administrative Code; WHEREAS, CCMA provides wholesale wastewater treatment services to Schertz and Cibolo, both of which are located within the Cibolo Creek watershed; WHEREAS, because of continued development within Schertz and Cibolo (collectively referred to herein as the "Participants "), additional wastewater treatment is needed to meet the current and future wastewater treatment needs of the Participants; WHEREAS, the Participants desire that CCMA continue to provide wholesale wastewater treatment services to both Schertz and Cibolo, and CCMA desires to continue to provide such services; WHEREAS, the Parties desire that a new wastewater treatment plant be designed and constructed within the southern portion of CCMA's regional wastewater system (the "Southern Plant "), the general location of which is identified in Exhibit A, to meet the current and future wastewater treatment needs of the Participants, and potentially other customers; WHEREAS, the Participants desire for CCMA to own, manage, maintain, operate, and expand the Southern Plant; 4368422.7 WHEREAS, the Participants intend for CCMA to issue bonds for all costs associated with the acquisition, design, construction, and equipment of the Southern Plant ( "Southern Plant Bonds "); WHEREAS, the Parties recognize (and they have been so advised by Southwest Securities, Inc. as the financial advisor to the Parties) that the interest rates on the Southern Plant Bonds will be lower if Schertz alone is the sole obligor to repay the Southern Plant Bonds because of Schertz's current credit ratings from the national rating agencies; WHEREAS, financing the construction and equipment of the Southern Plant at the lowest cost of capital benefits all of the Parties, especially the Participants; WHEREAS, the Parties are entering into this Agreement to document certain pecuniary obligations between Schertz and Cibolo concerning the repayment of the Southern Plant Bonds, the costs of issuance therefor, the annual maintenance and operations costs at the Southern Plant, documenting and allocating the annual use of the capacity from the Southern Plant, the establishment of the framework for the possible expansion of the Southern Plant, and the ability to add prospective customers (including other political subdivisions) to benefit from the Southern Plant; WHEREAS, to ensure the prompt payment of the costs related to the Southern Plant and the Southern Plant Bonds, the Parties now desire to enter into an agreement governing the payment of Southern Plant Bonds by Schertz and the reimbursement by Cibolo to Schertz of a portion of those payments; and WHEREAS, the Parties agree that this Agreement shall not modify, amend, supersede or in any way affect the existing Contract for Sewerage Service, dated February 15, 1985, by and between CCMA and Schertz, and shall not modify, amend, supersede or in any way affect the existing Contract for Sewerage Service, dated February 14, 1985, by and between CCMA and Cibolo. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the sufficiency of which are hereby conclusively acknowledged, and subject to the terms and conditions hereinafter set forth, CCMA, Schertz, and Cibolo mutually undertake, promise, and agree as follows: AGREEMENT Section 1. Southern Plant. (a) Subject to the terms and provisions of this Agreement, CCMA agrees to acquire, design, construct, own, manage, maintain, and operate the Southern Plant, which shall be generally located on approximately 130 acres of land, more or less, in Bexar County, Texas, as generally identified in Exhibit A, attached hereto and incorporated herein for all purposes. The Southern Plant is expected to have an initial annual average treatment capacity of 500,000 gallons per day. The estimated total cost to acquire the real property for the Southern Plant, to design and construct the initial cost of the Southern Plant (the "Southern Plant Costs "), and the cost of issuance of the Southern Plant Bonds, including the 4368422 -.7 possible funding of required reserves, is approximately seven million dollars ($7,000,000.00). The engineer's opinion of probable cost to design, construct, and equip the Southern Plant is approximately four million nine hundred forty-three thousand eight hundred fifty dollars ($4,943,850.00), with such estimate being subject to change. Exhibit B provides details of the estimated design and construction costs of the Southern Plant. (b) It is expressly understood and agreed that any obligations on the part of CCMA to design and construct the Southern Plant and to issue the Southern Plant Bonds to finance such design and construction shall be (i) conditioned upon CCMA's ability to obtain all necessary permits, material, labor, and equipment, (ii) conditioned upon the ability of CCMA to finance the Southern Plant Costs through the actual sale of the Southern Plant Bonds, and (iii) subject to all present and future valid laws, orders, rules, and regulations of the United States of America, the State of Texas ( "State "), and any regulatory body having appropriate jurisdiction. CCMA agrees to use its best efforts to design and construct the Southern Plant and to use its best efforts to issue the Southern Plant Bonds for such purpose. (c) The Parties agree that rates charged by CCMA for wastewater services provided by the Southern Plant to the Participants, and other potential customers, shall not be uniform with, and may be higher than, wastewater service rates charged for CCMA's existing regional wastewater system in the Cibolo Creek watershed. Section 2. Issuance of Southern Plant Bonds. (a) CCMA's payment of the Southern Plant Costs will be financed by CCMA through the issuance of the Southern Plant Bonds payable from and secured solely by payments made by Schertz (the "Southern Plant Payments "). In consideration of the covenants and agreements set forth in this Agreement, and to enable CCMA to carry out the intents and purposes hereof, including the issuance of the Southern Plant Bonds, this Agreement is executed to ensure the design and construction of the Southern Plant, and the issuance of the Southern Plant Bonds, and to provide for and guarantee the due and punctual payment by Schertz to CCMA of the Southern Plant Payments. (b) The Southern Plant Bonds shall be issued for a principal amount of not to exceed Seven Million Dollars ($7,000,000.00), unless written consent for a greater principal amount is first obtained from the Participants. If both Participants refuse to consent to the initial issuance in excess of Seven Million Dollars ($7,000,000), then this Agreement shall terminate and the rights and obligations of all the Parties under this Agreement shall expire, but if one Participant refuses to consent and the other Participant consents, then in that event, the non - consenting Participant's decision shall mean that the non - consenting Participant's rights and obligations under the Agreement shall cease at that time and the remaining parties to the contract may, at their option, proceed with the financing and construction of the Southern Plant. The Southern Plant Bonds shall mature not more than thirty (30) years from the date of such Southern Plant Bonds and shall bear interest at not to exceed the maximum legal rate then permitted by State law. Upon the issuance and delivery of the Southern Plant Bonds, all covenants and provisions in this Agreement shall become absolute, unconditional, valid, -and binding covenants and obligations of the Participants so long as the Southern Plant Bonds and interest thereon are outstanding, and may be enforced as provided in this Agreement. Particularly, the obligation of Schertz to pay, promptly when due, all Southern Plant Payments specified in this Agreement, 4368422.7 shall be absolute and unconditional, and said obligation may be enforced as provided in this Agreement. (c) In the event the actual costs of the construction of the Southern Plant are less than the amount of the Southern Plant Bonds, or if the Southern Plant Payments made by Participants exceed the Southern Plant Costs, such excess Southern Plant Bonds' proceeds or excess payments shall be used to pay principal and interest on the Southern Plant Bonds, thereby reducing the payments required to be made by Schertz under this Agreement. (d) If the Southern Plant Bonds fail to compensate CCMA for the Southern Plant Costs, Participants agree to compensate CCMA for any remaining Southern Plant Costs through equal cash contributions, if such remaining Southern Plant Costs are less than three hundred thousand dollars ($300,000.00). But, if the remaining Southern Plant Costs are greater than three hundred thousand dollars ($300,000.00), such costs will be financed by CCMA through the issuance of additional bonds payable from and secured solely by payments made in the same manner as the payments for the Southern Plant Bonds as provided herein or as otherwise agreed to by the Parties, if, in addition to the amounts initially issued to finance the Southern Plant, CCMA finds it necessary to issue additional bonds, with the written consent of the Participants, for the purpose of completing the Southern Plant, upgrading the Southern Plant to satisfy regulatory requirements, -or expanding the Southern Plant, such bonds ih addition to those described in Section 2 hereof may be issued in the amount required to provide for the completion, upgrade, or expansion of the Southern Plant and to pay the expenses of issuance of such bonds, as well as to fund, if and to the extent necessary, additional amounts in the interest and sinking fund and the debt service reserve fund. If such completion or additional bonds are issued, the amounts to be paid to or retained by CCMA under all sections of this Agreement shall be increased proportionately, and such amounts shall at all times be sufficient to pay the principal of and interest on all such bonds and all other requirements in connection therewith. It is understood and agreed that the only source of funds for CCMA to design, acquire, construct, and complete the Southern Plant is from the issuance and sale of its Southern Plant Bonds (including any additional bonds) pursuant to this Agreement. Provided, however, before issuing such additional bonds, CCMA shall provide the Participants a reasonable opportunity to make a cash contribution to CCMA for all or part of the balance of funds required by CCMA. (e) Notwithstanding Section 2(d), if the remaining Southern Plant Costs are greater than three hundred thousand dollars ($300,000.00) or State law necessitates that the Southern Plant be completed, upgraded, modified, or expanded, CCMA may, in its sole discretion, issue additional bonds payable from and secured by revenues generated from CCMA's existing wholesale wastewater service to the Participants for the purpose of completing the Southern Plant, upgrading the Southern Plant to satisfy regulatory requirements, or expanding the Southern Plant. These bonds are in addition to the Southern Plant Bonds described in Section 2 hereof and may be issued in the amount required to provide for the completion, upgrade, modification, or expansion of the Southern Plant and to pay the expenses of issuance of such bonds, as well as to fund, if and to the extent necessary, any additional amounts in the interest and sinking fund and the debt service reserve fund. (0 CCMA agrees to use the proceeds of Southern Plant Bonds solely for the design and construction of the Southern Plant, including but not limited to the acquisition of the land and 4366422.7 rights of way required for the construction of the Southern Plant. CCMA further agrees to fully comply with the requirements of the Southern Plant Bonds. (g) The proceeds from the sale of the Southern Plant Bonds will be used for the payment of all of CCMA's costs and expenses in connection with the Southern Plant, including, without limitation, all financing, legal, printing, administrative overhead, and other expenses and costs incurred in issuing its Southern Plant Bonds and to fund a debt service reserve and other funds if required by any bond resolution. Each bond resolution of CCMA shall specify the exact principal amount of the Southern Plant Bonds initially issued, which shall mature not more than 30 years from the date of such Southern Plant Bonds, and shall bear interest at not to exceed the maximum legal rates, and the bond resolution may create and provide for the maintenance of a revenue system fund, an interest and sinking fund, a debt service reserve fund, and other funds and accounts all in the manner and amounts as provided in such bond resolution. Schertz agrees that if such Southern Plant Bonds are actually issued and delivered to the purchaser thereof, the bond resolution authorizing the Southern Plant Bonds shall for all purposes be deemed to be in compliance with this Agreement in all respects, and the Southern Plant Bonds issued thereunder will constitute Southern Plant Bonds as defined in this Agreement. (h) Each of the Participants agree, at the request of CCMA, to provide documentation and certifications by the Participant required by CCMA to sell the Southern Plant Bonds at the least cost to the Participants and to fully cooperate with CCMA and each other in the issuance of the Southern Plant Bonds and the performance by the Parties under the Southern Plant Bonds, (i) CCMA agrees to proceed promptly with the acquisition, design, and construction of the Southern Plant CCMA has entered, or will enter, into such contracts as are necessary to provide for designing, acquiring and constructing the Southern Plant, including but not limited to a contract with Schertz relating to the reimbursement by CCMA of costs incurred by Schertz in acquiring land for the Southern Plant and a contract for preliminary engineering studies and work regarding the Southern Plant, and said contracts shall be, and have been, executed as required by the laws applicable to CCMA. CCMA shall cause the amounts due under such contracts, if any, to be paid from the proceeds from the sale of its Southern Plant Bonds. Any proceeds from the sale of its Southern Plant Bonds remaining after the completion of the Southern Plant shall be used to pay principal and interest on the Southern Plant Bonds, thereby reducing the payments required to be made by Schertz under this Agreement. 0) Prior to the effective date of this Agreement, Schertz incurred expenses related to (1) acquiring land for the Southern Plant in accordance with that certain Interlocal Agreement between CCMA and Schertz regarding the purchase of property for the Southern Plant executed in September 2013 ( "2013 Interlocal Agreement"), and (2) preliminary engineering studies and work regarding the Southern Plant in accordance with that certain Interlocal Agreement between CCMA and Schertz regarding the Southern Watershed Regional Water Reclamation Plant executed in August 2012 ( "2012 Interlocal Agreement "). As provided in the 2013 Interlocal Agreement, CCMA will fully reimburse Schertz for the costs of acquiring the land for the Southern Plant from the proceeds of the Southern Plant Bonds. CCMA also agrees to reimburse Schertz for all costs of preliminary engineering services authorized by the 2012 Interlocal Agreement from the proceeds of the Southern Plant Bonds. 4368422.7 (k) CCMA agrees to carry builders' risk, public liability and other insurance (including self - insurance to the extent deemed advisable by CCMA) on the Southern Plant for purposes and in amounts which would ordinarily be carried by a privately -owned utility company owning and operating such facilities, except that CCMA shall not be required to carry liability insurance except to insure itself against risk of loss due to claims for which it can, in the opinion of MIA's general counsel, be liable under the Texas Tort Claims Act or any similar law or judicial decision. Such insurance will provide, to the extent feasible and practicable, for the restoration of damaged or destroyed properties and equipment, to minimize the interruption of the services of such facilities. All premiums for such insurance shall constitute an operation and maintenance expense of the Southern Plant. (1) CCMA covenants that it will operate and maintain the Southern Plant in accordance with accepted good business and engineering practices and in accordance with requirements of all applicable Federal and State laws, and any rules and regulations issued and to be issued by appropriate agencies in the administration of said laws. The Parties agree that their obligations hereunder shall include compliance with the requirements made under said laws, and any rules and regulations issued pursuant thereto. (m) Not less than one hundred twenty (120) days before the commencement of each fiscal year while this Agreement is in effect, CCMA shall cause its tentative budget for operation and maintenance expenses of the Southern Plant (which budget may be included in any budget for the Southern Plant) for the ensuing fiscal year to be prepared and a copy thereof filed with Participants. A reasonable amount to cover and reimburse CCMA for its administrative expenses directly attributable to the Southern Plant and the Southern Plant Bonds, including the cost of routine annual accounting reports, shall be included as an item of operation and maintenance expenses. If no protest or request for a hearing by a Participant on such tentative budget for operation and maintenance expenses is presented to CCMA within thirty (30) days after such filing, the tentative budget for operation and maintenance expenses for the Southern Plant, when adopted by CCMA's Board of Directors, shall be considered for all purposes as the "Annual Budget" for the ensuing fiscal year. But if a protest or request for a hearing is duly filed with CCMA, it shall be the duty of CCMA to fix the date and time for a hearing on the tentative budget for operation and maintenance expenses before its Board of Directors and shall so advise Participants in writing. The Board of Directors shall consider the testimony and showings made in such hearing, and the Board of Directors of CCMA may adopt the budget or make such amendments or changes thereof as to it may seem proper. The budget thus approved by the Board of Directors of CCMA shall be the Annual Budget for the next ensuing fiscal year. The Annual Budget may be amended to provide for transfers of budgeted funds between expenditure accounts, provided however that said transfers do not result in an overall increase in budgeted funds as approved in the Annual Budget. The Annual Budget may be amended and increased through formal action by the Board of Directors of CCMA, if required. Copies of any amended Annual Budget and the resolution authorizing same shall be filed immediately by CCMA with the Participants. (n) In consideration of CCMA's acquiring, constructing, providing, and making available the Southern Plant to Participants, the Participants agree to make the payments specified in this Agreement. As further consideration, it is agreed that CCMA will have sole responsibility for 4366422.7 operating and maintaining the entire Southern Plant throughout its useful life, and that CCMA will operate and maintain the entire Southern Plant throughout its useful life. It is further agreed that Participant's obligation to make any and all payments with respect to the Southern Plant Bonds under this Agreement will terminate when all of the Southern Plant Bonds issued'in connection with the Southern Plant, or any bonds issued to refund same or to upgrade or expand same, have been paid and retired and are no longer outstanding; and it is agreed that the cessation of such payments or charges is and will be a reasonable arrangement after such Southern Plant Bonds have been retired. However, the Participants shall make the payments to cover operation and maintenance expenses of the Southern Plant as provided in this Agreement throughout the life of the Southern Plant, (o) Upon commencement of construction of the Southern Plant until its completion, each Participant may request, no more than once every three (3) months, that CCMA provide a status report regarding construction progress of the Southern Plant and construction costs to date associated with the Southern Plant. Section 3. Southern Plant Payment Terms for Schertz. (a) CCMA will provide and make available to Schertz the sewage treatment facilities and services of the Southern Plant. Although CCMA shall have and retain title to the Southern Plant, Schertz shall have the exclusive use of the entire Southern Plant throughout its useful life, except to the extent Schertz consents to subordinate a portion, not to exceed fifty (50 %) percent, of its right to'exclusive use to Cibolo upon Cibolo making the payments described in this Agreement. Inconsideration of CCMA's designing, acquiring, constructing, providing, and making available the Southern Plant to Schertz, Schertz agrees to make the payments specified in this Agreement. Except for payments received by CCMA from Cibolo, it is further understood and agreed that CCMA's only source of funds to pay the Southern Plant Payments and to pay operation and maintenance expenses of the Southern Plant is from the payments to be made by Schertz to CCMA under this Agreement. (b) Schertz agrees to make the following payments to CCMA during the term of this Agreement: (1) Such amounts, payable monthly on or before the 20'h day of each month, in monthly installments for each applicable period in accordance with a schedule of payments furnished by CCMA, as are necessary to pay the principal and/or interest coming due on the Southern Plant Bonds on the next succeeding interest payment date, plus the fees and charges of the paying agent for paying or redeeming the Southern Plant Bonds and /or interest thereon coming due on such date, the fees and charges of the registrar for transferring and registering the Southern Plant Bonds, and any other similar administrative fees and charges. (2) Such amounts as are necessary to make all payments into, or restore any deficiency in, any debt service reserve fund or other special fund or funds required to be established and /or maintained by the provisions of any bond resolution. 4368422.7 (3) The monthly payment for CCMA's wholesale wastewater service, calculated as described in Section 4(a) below, payable monthly on or before the 20'h day of each month, with such payment including, but not limited to, operation and maintenance expenses of CCMA for the Southern Plant, as shown in the Annual Budget or amended Annual Budget as provided in this Agreement. (c) To the extent allowed by law, Schertz may assess and collect or CCMA may assess and Schertz may collect for CCMA impact fees relating to the acquisition, design, construction, expansion, modification, and upgrade of the Southern Plant, as well as for any other lawful uses of impact fee proceeds, including but not limited to all or part of the Southern Plant Payments. Schertz may remit the proceeds of any such impact fees to CCMA to be used by CCMA for payment of the Southern Plant Payments and any other lawful uses of impact fee proceeds. Section 4. Southern Plant Payment Terms for Cibolo. (a) Cibolo may connect to the Southern Plant at any time and Schertz agrees to subordinate a portion, not to exceed fifty percent (50 1/o) of its right to the exclusive use of the Southern Plant, provided that (1) Cibolo pays CCMA and CCMA pays Schertz, or otherwise gives Schertz credit on payments due by Schertz to CCMA for capital or capitalized expenditures, if any, other than Southern Plant Payments, made by Schertz to CCMA prior to Cibolo's connection, with Cibolo's share of such expenditures being based on Cibolo's proposed approximate wastewater contribution to the Southern Plant compared to Schertz's,; and (2) Cibolo pays a proportionate share of the operation and maintenance expenses to the Southern Plant, both budgeted and actual, during CCMA's fiscal year. A proportionate share of the operation and maintenance expenses shall be allocated through each Participant's monthly payment to CCMA for wholesale wastewater service. This monthly payment shall be calculated as follows: Each Participant shall calculate monthly usage for wholesale wastewater service for residential customers based on the monthly average water usage for the months of November to March and shall provide CCMA documentation establishing such average water usage with its payment. Each Participant shall multiply the monthly usage for residential customers by the CCMA wholesale wastewater rate to determine the monthly billing for residential customers. Each Participant shall calculate the payment for wholesale wastewater service for non- residential customers based on the prior month's actual quantity of wholesale wastewater service provided multiplied by the CCMA wholesale wastewater service rate. The CCMA wholesale wastewater service rate means the rate per 1,000 gallons for wholesale wastewater service calculated and established by the CCMA Board of Directors in accordance with standard principles for wholesale wastewater service based on costs of the Southern Plant, including, but not limited to, operation and maintenance expenses, debt service, reserve fund and contingency 4368422.7 fund accounts, and certain bond related administrative costs, and such rate may be adjusted by the CCMA Board of Directors from time to time. (b) During the thirty (30) year term for payment of the Southern Plant Bonds, the Participants agree that the Southern Plant Payments shall be made to CCMA in the following manner during the following payment terms: Payment Term Southern Plant Payments Term 1: Year 1 to Year 10 Schertz shall make all Southern Plant Pa ments to CCMA. Term 2: Year I I to Year 20 Cibolo and Schertz shall equally split (50 -50) and make the Southern Plant Payments to CCMA. Term 3: Year 21 to Year 30 Cibolo shall make all Southern Plant Payments to CCMA. Upon Cibolo beginning to make Southern Plant Payments and continuing so long as Cibolo continues to timely make Southern Plant Payments in accordance with the foregoing schedule, Schertz will subordinate a portion, not to exceed fifty percent (50 %) of the right of exclusive use of the Southern Plant, to Cibolo. (c) Upon the issuance and delivery of the Southern Plant Bonds, CCMA shall provide the Participants a payment schedule for each payment term as described above and such schedules shall be incorporated herein as Exhibit C and be made part of this Agreement for all purposes. The Participants agree that regardless of the payment obligations of each Participant in the above - described payment terms the Participants shall each be jointly and severally obligated to pay the Southern Plant Payments in the event any Participant fails to make such payments. If a Participant fails to make the Participant's share of a Southern Plant Payment, and the other Participant is required to pay the defaulting Participant's share of a Southern Plant Payment, then the Participant making the payment shall be entitled to recover the amount of the payment, plus interest from the defaulting Participant as provided in Section 14(b). (d) Subject to Cibolo making the payments described in this section of the Agreement, CCMA will provide and make available to Cibolo the sewage treatment facilities and services of the Southern Plant, CCMA shall have and retain title to the Southern Plant and Schertz will retain the right of exclusive use of the Southern Plant, subject to a subordination of a portion of that right to Cibolo in accordance with this Agreement. (e) Cibolo agrees to make the following payments to CCMA in accordance with this Agreement: (1) Such amounts, payable monthly on or before the 20'" day of each month, in monthly installments for each applicable period in accordance with a schedule of payments furnished by CCMA, as are necessary to pay the principal and/or interest coming due on CCMA's Southern Plant Bonds on the next succeeding interest payment date, plus the fees and charges of the paying agent for paying or 4368422.7 redeeming the Southern Plant Bonds and /or interest thereon coming due on such date, the fees and charges of the registrar for transferring and registering the Southern Plant Bonds, and any other similar administrative fees and charges. (2) Such amounts as are necessary to make all payments into, or restore any deficiency in, any debt service reserve fund or other special fund or funds required to be established and /or maintained by the provisions of any bond resolution. (3) The monthly payment for CCMA wholesale wastewater service, calculated as described in Section 4(a) above, payable monthly on or before the 201h day of each month, with such payment including, but not limited to, operation and maintenance expenses of CCMA for the Southern Plant, as shown in the Annual Budget or amended Annual Budget as provided in this Agreement. (f) To the extent allowed by law, Cibolo may assess and collect or CCMA may assess and Cibolo may collect for CCMA impact fees relating to the acquisition, design, construction, expansion, and upgrade of the Southern Plant, as well as for any other lawful uses of impact fee proceeds, including but not limited to all or part of the Southern Plant Payments. Cibolo may remit the proceeds of any such impact fees to CCMA to be used by CCMA for payment of the Southern Plant Payments and any other lawful uses of impact fee proceeds. (g) Notwithstanding the foregoing provisions of this Section 4, the Parties hereto acknowledge and agree that the obligations of Cibolo, including any obligation to utilize the Southern Plant or to make any financial contribution thereto (which includes payment of any debt service on the Southern Plant Bonds), shall be conditioned upon Cibolo's obtaining, on or prior to the 10th anniversary of the Effective Date (written notice of such requirement having been met or expected to be met to be delivered by Cibolo to Schertz on or before the 9th anniversary of the Effective Date), all necessary permits, licenses, certificates of convenience and necessity, and approvals as may be necessary for Cibolo to provide wastewater services to a service area large enough to require the wastewater system capacity of the Southern Plant made available to Cibolo by Schertz (based on the allocated usage identified in Section 4(a) above) pursuant to this Agreement. Provided, however, if Cibolo chooses to connect to the Southern Plant prior to the 9th anniversary of the Effective Date, this Subsection 4(g) shall become null and void and have no effect and provided further that if Cibolo does not begin to make the payments of debt service to CCMA as required by this Contract on or prior to the 10th anniversary of the Effective Date, Cibolo shall waive and release any and all rights under this Agreement, including but not limited to the right to receive wastewater treatment services from CCMA using the Southern Plant in whole or in part. Section 5. Additional Participants. Upon the unanimous written agreement of the Parties, additional participants ( "Additional Participants ") may be added to this Agreement to share in making the Southern Plant Payments to CCMA for the payment of the Southern Plant Bonds so that the Additional Participants may receive wholesale wastewater treatment services from the Southern Plant. To effect the inclusion of an Additional Participant, the Parties agree to amend_ and restate this Agreement to include the Additional Participant and to include the 10 4366422.7 manner in which such Additional Participant shall make Southern Plant Payments to CCMA and/or reimburse the Participants for past Southern Plant Payments. Absent consent of the then - holders of the Southern Plant Bonds, or the issuance of refunding bonds or other arrangement, any such agreement relating to Additional Participants shall not amend the unconditional obligation to make the Southern Plant Payments as set forth in this Agreement. Section 6. Source of Southern Plant Payments. (a) Each of the Participants represents and covenants that all payments to be made by them under this Agreement shall constitute reasonable and necessary "operating expenses" of the Participants' respective utility systems, as defined in Section 1502.056, Texas Government Code. Each of the Participants further represents that the governing bodies of the Participants have determined that the utility services to be provided by the Southern Plant are absolutely necessary and essential to treat the wastewater of the Participants, as contemplated by this Agreement. (b) Each of the Participants agrees throughout the term of this Agreement to implement such rates and charges for retail wastewater service to be supplied by such Participant's wastewater system as will produce gross revenues at all times during the term of this Agreement in an amount at least equal to all of the expenses of operation and maintenance of such Participant's system and all other contract or revenue bond indebtedness or obligations of each Participant, including specifically the Southern Plant Payments under this Agreement. (c) The Participants shall make provision in each of their annual budgets and shall appropriate an amount sufficient, at a minimum, for the payment of all amounts required to be paid by the Participants under this Agreement. (d) No ad valorem tax revenues of the Participants shall be pledged to the payment of any amounts to be paid by the Participants to CCMA under this Agreement, nor shall CCMA have the right to demand payment of any amounts to be paid by the Participants under this Agreement be paid from funds raised or to be raised from taxation from the Participants, and the obligations under this Agreement shall never be construed to be a debt or obligation of a Participant of such kind as to require a Participant to levy and collect an ad valorem tax to discharge its obligations. (e) Nothing contained in this Agreement shall in any way affect any payments to CCMA by a Participant or rates charged by CCMA to a Participant for the providing of water, wastewater or other services or facilities pursuant to other contractual relationships between CCMA and the Participant. Recognizing the fact that the Participants urgently require the facilities and services of the Southern Plant, and that the Southern Plant is essential and necessary for actual use and for standby purposes, and recognizing the fact that the Southern Plant Payments to be received from each of the Participants (recognizing Schertz's sole payment obligation on the Southern Plant Bonds) will be the sole source of funds available to CCMA to pay the Southern Plant Bonds, each of the Participants hereby waives all rights of set -off, recoupment, counterclaim, suspension, deferment, reduction, and amendment, with respect to making the Southern Plants Payments against CCMA or any other direct or indirect recipients of Southern Plant Payments, and the Participants agree that, if the Southern Plant Bonds are issued, they shall be 4366422.7 unconditionally obligated to pay the Southern Plant Payments as provided and determined by this Agreement, regardless of whether or not CCMA actually constructs the Southern Plant or breaches any obligation on its part hereunder, and whether or not the Participants actually use the Southern Plant, whether due to force majeure or any other reason whatsoever, regardless of any other provisions of this Agreement, any other contract or agreement between any of the Parties hereto. This covenant by each of the Participants shall be for the benefit of and enforceable by CCMA and shall survive this Agreement. By entering into this Agreement and performing their obligations under any section of this Agreement, the Participants do not release any persons from or waive any claims against such persons that the Participants may have resulting from actions by such persons contrary to that person's legal obligations. Section 8. Term of Agreement. This Agreement shall be effective from and after its date, and shall continue in full force and effect for the later of either (i) the useful life of the Southern Plant or (ii) until the principal of and interest on all Southern Plant Bonds, including any additional bonds or refunding bonds, shall have been paid or provision for the payment of all of the Southern Plant Bonds, including any additional bonds or refunding bonds, has been made in accordance with the terms of the Southern Plant Bonds, including any additional bonds or refunding bonds. Section 9. Modification. No change, amendment, or modification of this Agreement shall be made or be effective which will affect adversely the prompt payment when due of all money required to be paid by the Participants under the terns of this Agreement and no such change, amendment, or modification shall be made or be effective which would cause a violation of any provisions of the Southern Plant Bonds. Section 10. Force Maieure. Except for the pecuniary obligation set forth in Section 7, if by reason of force majeure any Party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement, other than the obligations of the Participants to make the payments required under this Agreement, then if such Party shall give notice and full particulars of such force majeure in writing to the other Party within a reasonable time after occurrence of the event or cause relied on, the obligation of the Party giving such notice, so far as it is affected by such force majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such Party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "force majeure" as employed herein shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply, or on account of any other causes not reasonably within the control of the Party claiming such inability. Section 11. Regulatory Bodies and Laws. This Agreement is subject to all applicable Federal and State Laws and any applicable permits, ordinances, rules, orders, and regulations of any local, state or federal governmental authority having or asserting jurisdiction, but nothing 12 4368422.7 contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule, or regulation in any forum, having jurisdiction. Section 12. Notices. Unless otherwise provided herein, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice ") herein provided or permitted to be given, made, or accepted by any Party to any other Party must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified and addressed to the Party to be notified, with return receipt requested, or by delivering the same to an officer of such Party, or by prepaid telegram when appropriate, addressed to the Party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of three (3) days after it is so deposited. Notice given in any other manner shall be effective only if and when received by the Party to be notified. For the purposes of Notice, the addresses of the Parties shall, until changed as hereinafter provided, be as follows: If to CCMA, to: Cibolo Creek Municipal Authority Attn: General Manager P.O. Box 930 100 Dietz Road Schertz, Texas 78154 If to Schertz, to: City Manager City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78154 If to Cibolo, to: City Manager City of Cibolo 200 S. Main St. Cibolo, Texas 78108 The Parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (15) days written notice to the other Parties hereto. Section 13. Severability. The Parties hereto specifically agree that in case any one or more of the sections, subsections, provisions, clauses, or words of this Agreement or the application of such sections, subsections, provisions, clauses, or words to any situation or 13 4368422.7 circumstance should be, or should be held to be, for any reason, invalid or unconstitutional, under the laws or constitutions of the State or the United States of America, or in contravention of any such laws or constitutions, such invalidity, unconstitutionality, or contravention shall not affect any other sections, subsections, provisions, clauses, or words of,this Agreement or the application of such sections, subsections, provisions, clauses, or words to any other situation or circumstance, and it is intended that this Agreement shall be severable and shall be construed and applied as if any such invalid or unconstitutional section, subsection, provision, clause, or word had not been included herein, and the rights and obligations of the Parties hereto shall be construed and remain in force accordingly. Section 14. Remedies Unon Default. (a) It is not intended hereby to specify (and this Agreement shall not be considered as specifying) an exclusive remedy for any default, but all such other remedies (other than termination) existing at law or in equity may be availed of by any party hereto and shall be cumulative. Recognizing that failure in the performance of the Participants' obligations hereunder could not be adequately compensated in money damages alone, each of the Participants agrees in the event of any default on its part that CCMA have available to them the remedies of mandamus and specific performance in addition to any other legal or equitable remedies (other than termination) which may also be available to them. Notwithstanding anything to the contrary contained in this Agreement, any right or remedy or any default hereunder, except the right of CCMA to receive the Southern Plant Payments, which shall never be determined to be waived, shall be deemed to be conclusively waived unless asserted by a proper proceeding at law or in equity within two (2) years plus one (1) day after the occurrence of such default. No waiver or waivers of any breach or default (or any breaches or defaults) by any party hereto or of the performance by any other party of any duty or obligation hereunder shall be deemed a waiver thereof in the future, nor shall any such waiver or waivers be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, character or description, under any circumstances. (b) All amounts due and owing under this Agreement to CCMA by a Participant, or due and owing to a Participant by CCMA, or by one Participant to another Participant shall, if not paid when due, bear interest at the rate of fifteen percent (15 %) per annum from the date when due until paid. CCMA shall have the right, unless prohibited by law, to discontinue the services of the Southern Plant to a Participant if the Participant remains delinquent in any payments due hereunder for a period of sixty (60) days, and shall not resume such services while the Participant is so delinquent. If any amount due and owing by a Participant or CCMA is placed with an attorney for collection, the Party owing the debt shall pay to the Party owed the debt all attorney's fees, in addition to all other payments provided for herein, including interest. Section 15, Indemnification. FOR SO LONG AS THE SOUTHERN PLANT BONDS ARE OUTSTANDING AND UNPAID, AND ALSO WITH RESPECT TO ANY CLAIM THAT MAY ARISE OUT OF THE OFFER AND SALE OF THE SOUTHERN PLANT BONDS OR THE ALLEGED MISSTATEMENT OR OMISSION OF A MATERIAL FACT IN OR FROM ANY SALE AND OFFERING DOCUMENT RELATING TO ANY PARTICIPANT USED IN CONNECTION THEREWITH, TO THE EXTENT PERMITTED BY LAW, EACH PARTICIPANT AGREES TO INDEMNIFY AND SAVE AND HOLD HARMLESS CCMA, AND THE OTHER PARTICIPANTS, ITS OFFICERS, DIRECTORS, 14 4368422.7 AGENTS, FINANCIAL ADVISORS, ATTORNEYS, AND EMPLOYEES, AND THE UNDERWRITERS OF ANY SUCH OFFERING AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ALL PERSONS WHO CONTROL THE SAME WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS, FROM AND AGAINST ALL CLAIMS THAT MAY ARISE AS A RESULT OF ANY UNDERTAKING, ACT, OR OMISSION, WHETHER NEGLIGENT OR NOT, WHICH IS DONE OR OMITTED TO BE DONE BY THE PARTICIPANTS OR ANY OF THEIR OFFICERS, COUNCILMEN, AGENTS, ATTORNEYS, AND EMPLOYEES, RELATING TO THE SOUTHERN PLANT OR PROVIDING INFORMATION FOR INCLUSION IN THE SALE AND OFFERING DOCUMENTS. IF ANY SUCH CLAIM IS BROUGHT AGAINST ANY SUCH INDEMNIFIED PERSON, THE PARTICIPANTS SHALL PAY ALL COSTS INCURRED BY SUCH PERSON IN DEFENDING AND (SUBJECT TO APPLICABLE RULES OF ATTORNEY CONDUCT) MAY CONTROL THE DEFENSE OF SUCH CLAIM. Section 16. Venue. All amounts due under this Agreement including, but not limited to, payments due under this Agreement or damages for the breach of this Agreement, shall be paid and be due in Guadalupe County, Texas, which is the principal place of performance of this Agreement; and in the event that any legal proceeding is brought to enforce this Agreement or any provision hereof, the same shall be brought in Guadalupe County, Texas. Section 17. Sole Agreement. This Agreement constitutes the sole and only agreement of CCMA, Schertz, and Cibolo relating to the issuance of the Southern Plant Bonds and the payment of the Southern Plant Payments and supersedes any prior understanding or oral or written agreements between CCMA, Schertz, and Cibolo with respect to the subject matter of this Agreement. The Participants understand and agree that CCMA and Schertz shall enter into a separate take -or -pay contract that will unconditionally obligate Schertz to pay the debt service requirements on the Southern Plant Bonds. The Parties understand and agree that a separate agreement will be made and exist relating to the operation and maintenance of the Southern Plant. The Parties further agree and understand that CCMA and Schertz have existing agreements, referenced in this Agreement, regarding the (1) purchase of property for the Southern Plant and (2) preliminary engineering work for the Southern Plant. Section 18. No Third -Party Beneficiaries. This Agreement shall inure only to the benefit of the Parties hereto and third persons not privy hereto shall not, in any form or manner, be considered a third -party beneficiary of this Agreement. Section 19. Succession and Assignment. This Agreement is binding upon and shall inure to the benefit of the Parties, their heirs, successors and assigns. This Agreement may not be assigned by any Party hereto without the prior written notice to, and prior written approval by, the other Parties, which consent may be withheld without cause. Section 20. Recitals and Exhibits Incorporated. The recitals contained in the preamble hereof and the exhibits hereto are hereby found to be true, and such recitals and exhibits are hereby made a part of this Agreement for all purposes. 15 4368422.7 Section 21. Authority to Execute. Each person signing on behalf of the Parties hereby confirms that they have the authority to execute this Agreement on behalf of the Party indicated by their signature. IN WITNESS WHEREOF, the Parties hereto acting under authority of their respective governing bodies have caused this Agreement to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year first above written, which is the Effective Date of this Agreement. (Signatures on following pages) 16 4368422.7 CIBOLO CREEK MUNICIPAL AUTHORITY Board President Date ATT 0 ' Scel.l� 1-14 STATE OF TEXAS COUNTY OF GUADALUPE This _ instrument was acknowledged before me on this I "I day of35MM&T 2014, by J- p &rr6JUlgta , President of the Board of Directors of Cibolo Creek Municipal Authority, a conservation and reclamation district created under Article 16, Section 59 of the Texas Constitution, on behalf of said conservation and reclamation district. V .i'./ , 4 /1/1,,_� Notary Public, State ofTexa BRANDON S. BRADLEY Printed Name of Notary: _ Notary Public, stare or Texas My Commisslon Expires •. E�� °` August 22. 2017 Commission Expires: 1 1� 17 4368422.7 CITY OF SCHERTZ, TEXAS By: Date STATE OF TEXAS COUNTY OF GUADALUPE § This i strumen was ack owled ed bpf�' me on this � day of I 2014, by n g lib City of Schertz, —a home-rule munici ality and political subdivision of the State of exas, on behalf of said municipality. I i , State of Texas Printed Name of Notary: My Commission Expires: 18 4366422.7 AAAOOOO 00 9', ® SARAH E. GPublic F2 Notary Publk State of Texas My Comm. Exp.10- 31.2016 CITY OF CIBOLO, TEXAS By: 6r dLH T. 9-�,�.� ATTEST SQLY —C- STATE N y OF TEXAS COUNTY OF GUADALUPE Date This instrument was acknowledged before me on this /5 k day of 2014, by `(Zcber't% rw Hof the City of Cibolo, a home -rule municipality and political subdivision of the State of Texas, on behalf of said municipality. I' , State of Texas LEIGH ANN ROQERS Printed Name of Notary: � + NftgN ft10d7'NW 4 - i� U q q...... °�.° NOVEMBER 25 2016 � My Commission Expires: ✓ -2s ,oiro 19 4366422.7 .:� m General Location of Southern Plant 20 43684217 Alt i Lx Al- 1 EXHIBIT B Southern Plant Cost Estimate 21 4366422.7 Estimated Cost 0.5 MOD Package Plant and Contractor Install) $2,700,000 Additional Sludge Storage $150,000 Site Work $200,000 Influent Lift Station $500,000 Effluent Piping and Outfall $200,000 Small Administrative / Lab Building $50,000 Subtotal $3,800,000 Contingency (20 %) $760,000 Total Estimated Construction Cost $4,560,000 Design (Eng„ Survey, Geotech @ 15 01e) $684,000 Total Estimated Project Cost $5,244,000 21 4366422.7 EXHIBIT C Payment Terms Schedule 22 4368422,7