20-R-107 Amended Dev. Agreement, Project/Finance Plan, Interlocal Agreement for the Tax Increment Reinvestment Zone #2 (TIRZ) #2 Sedona/CrossvineRESOLUTION NO. 20 -R -107
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN AMENDED DEVELOPMENT
AGREEMENT, PROJECT/FINANCE PLAN, AND INTERLOCAL
AGREEMENT FOR THE TAX INCREMENT REINVESTMENT ZONE #2
(TIRZ) #2 (SEDONA/CROSSVINE).
WHEREAS, In October 2006 the City created the Reinvestment Zone Number Two.
WHEREAS, the national economic crisis resulted in slowed development within the City
and the Reinvestment Zone Number Two.
WHEREAS, changes in land use compatibility have necessitated adjustments to the
development plan to ensure compatibility with JBSA Randolph.
WHEREAS, changes in laws with regard to property tax exemptions have necessitated
adjustments to the Project and Finance Plan.
WHEREAS, in recognition of a change in the development climate, and in order to
continue progress of the project, the parties have agreed to amend the original development
agreement to reflect a revised project as described in this Agreement and specified in a revised
project and financing plans.
WHEREAS, the Parties wish to amend and restate the full terms and provisions of the
original development agreement, so that from and after the effective date, this amended and
restated development agreement shall negate, replace, and supersede the original development
agreement.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute the
Amended and Restated Development Agreement, Project and Finance Plan and Interlocal
Agreement for Reinvestment Zone Number Two Sedona & Crossvine Development Project
generally as included in Exhibit "A ".
Section 2. 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 City Council.
Section 3. All 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. 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 City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. 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, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 222n day of September 2020.
ATTEST: -
ecretary, Brenda Dennis
CITY OF SCHERTZ, TEXAS
Ma o alpl utierrez
-2-
Exhibit "A"
-3-
Schertz Reinvestment Zone #2
Second Amended Development Agreement
Amended Project and Finance Plan
Amended Interlocal Agreement (collectively, the "TIRZ Documents ")
Revision Summary
The following highlights the more significant proposed changes in the TIRZ Documents. There are a
number of changes made which were intended to conform the original language in the TIRZ Documents
to the reality of today. For instance, certain defined terms as well as approval procedures have been
revised to correspond to the actual terminology and procedure that the Developer employs with the
City Staff (e.g., planning, engineering, public works, etc.) during the acceptance and approval of public
improvements. Similarly, the original plan and documents included requirements which have since been
completed and fulfilled and those requirements have been acknowledged.
However, there are some more substantive changes made in the TIRZ Documents which warrant
identification and discussion:
1. Language has been added regarding the maintenance and application of the Architectural
Standards of The Crossvine. The Architectural Standards in The Crossvine are the foundation for
the value that has been created. A further requirement has been added to the Development
Agreement that each Reimbursement Request be accompanied by Developer certification that
the Architectural Standards have not changed and are being universally applied and complied
with.
2. Prior iterations of the TIRZ Documents required that all improvements be constructed
specifically as set forth in the PDD and in the Project and Financing Plan. Some flexibility in
application of these standards is necessary in development. The focus is now centered on intent
and spirit rather than strict compliance. The revised TIRZ Documents embed the concept of
"Substantially in Accordance ". Ultimately, the approval of plats, acceptance of improvements,
etc. by the City is considered evidence that the improvements that have been constructed are
"Substantially in Accordance" with the PDD and the Project Financing Plan.
Previous drafts of the documents focused on "Modules" or "Phases" for the purpose of
submission of requests for approval, reimbursement, etc.. The revised draft contemplates
submission of requests annually or upon completion of various components (individual plats) of
a Module (rather than an entire Module). There are only three modules in the development
area and each Module can be fairly large. For instance, the development is just now completing
Module I which was composed of four separate units /plats for a total of almost 600 homes. This
proposed change, as is the case with many of the others, is intended to conform the documents
to the actual practice that has developed between the City and the Developer over the course of
the development period.
4. The TIRZ Documents provide that the Developer's remaining obligation for the Fire /EMS station
is a cash contribution of $500,000. This is in recognition of (i) additional land provided by the
Developer for the final location of the Fire /EMS station, (ii) the infrastructure and drainage
11 P a g
contributions by the Developer for this location, (iii) Developer's (pending) contribution of
approximately 1 acre adjacent to the Fire /EMS station for an indoor shooting range, (iv)
Developer's voluntary abandonment of the development of 302 homes on 150+ acres within the
APZ II area in the AICUZ, (v) the release of any restrictions on the use of the originally
contributed land on Ware Seguin Road for the Fire /EMS station, and (vi) other valuable
consideration.
5. Section 8.2 of the Development Agreement contained language regarding Community and
Builder signs that were to be allowed and which would ultimately revert to city ownership. The
referenced section is included as an addendum to this memorandum This section has been
Intentionally Deleted. The contemplated signs were never constructed or installed and this
section no longer applies to any current or anticipated circumstance.
6. The revisions contemplate an increase in participation by Bexar County to 80% of ad valorem tax
revenue while SARA's participation remains unchanged.
The revisions also provide that the TIRZ contributions into the Tax Increment Fund may be paid
to a Trustee and the Trustee will then make the distributions according to direction from the
Developer. This does not increase any additional obligations on the Participating Taxing Units
and actually, decreases obligations. Payments are made to the Trustee and the Developer can
direct where those go (for collateral for bank financing, etc.) without any obligation on the
Taxing Units to make those determinations.
8. January 31 has been proposed as the date upon which payments will be made to the Developer
from the Tax Increment Fund or the Trustee. The payments to be made are 13 months after the
due date for each year's taxes. For the purposes of clarity and by way of example, ad valorem
tax payments which were established as of January 1, 2018 and which are due from landowners
by December 31, 2018, shall be paid into the Tax Increment Fund and disbursed to the
Developer on or before January 31, 2020. Further, this incorporates the concept that the
Participating Taxing Units only pay what has been received. Any amount due for a particular tax
year which is paid subsequent to the applicable January 31 disbursement date is rolled over and
paid the following year. Further, the payment by each Participating Taxing Unit into the Tax
Increment Fund constitutes the agreement by the Participating Taxing Unit for the distribution
to the Developer without the need for separate approval.
9. A concept which underlies the entire TIRZ concept has been more specifically addressed in the
Default and Remedy section of the documents. This concept provides that if there is a default, a
failure to cure, and a subsequent termination of the TIRZ Documents that the termination will
only impact future reimbursement requests. Reimbursement requests that have already been
approved will continue to be disbursed; however, the Developer will not be reimbursed for any
request submitted after the date of default.
10. Additional property has been added to the TIRZ reimbursement area. A number of parcels are
smaller parcels which were subsequently acquired by Developer and added in order to "round
out" development areas and make the development more efficient. A larger parcel of
residential development area was subsequently added by Developer since the original TIRZ was
formed. A map reflecting the additional land is included.
2 1F�
11. The aggregate cap on the amount of reimbursement for public improvements has been
increased to $66 million to reflect the significant increased spending by the Developer on public
improvements in the form of roads, utility infrastructure, public greenspaces and walking and
hiking trails.
12. The term of the TIRZ has been extended to December 31, 2041. A number of factors have
combined to make this extension of the term a necessity.
As we are all aware, the economic downturn in 2008 and continuing thereafter cast a pall on the
entire development and homebuilding environment nationwide for a number of years. After
the initial lots sales in 2008, Developer did not begin lot sales for 6 more years with only 14 sales
in 2015.
A more realistic development approach has been pursued by Developer as compared to the
original developer. While the original developer proposed sales in some years exceeding 200,
300, and in one case, 400 homes a year, the current Developer has tempered this with a much
more moderate expectation of absorption.
In addition, although the anticipated future road improvements along 3.518 will significantly
improve traffic flow, the Developer anticipates a negative impact upon residential absorption
(and most certainly commercial absorption) during the course of the construction of the 1518
roadway improvements.
Legislation which provided waivers of some or all ad valorem taxes for certain conditions (e.g.,
disabled veterans, etc.) has eroded tax revenue. For instance, in 2015 the Assessed Valuation
was roughly 92% of the determined Market Value. However, for 2019 the Assessed Valuation
had declined to 76% of Market Value. We appreciate the overwhelming reception by our
military community and had anticipated that our walking trails, etc. would be appealing to this
demographic. However, we didn't anticipate the erosion of tax revenue as a result of legislative
grants.
Further, the long term effects of the recent economic consequences of the COVID -19 pandemic
have yet to be determined. However, we have concerns that absorption and pricing may be
impacted in the near term.
13. Projections by the original Developer anticipated $438,013,003 in market value at the end of the
term. The revised projections by Developer anticipate $932,326,389 in market value at the end
of the term of the TIRZ.
3 1 P a
Addendum
Redacted Section 8.2 of the Development Agreement
8.2 The City herein agrees to allow exterior signs to be erected within the Property.
Prior to the placement of any signs, the Developer will submit the proposed sign design and the
proposed number and location of the signs to the City for approval, which approval shall not be
unreasonably withheld, conditioned, or delayed. Notwithstanding any other provisions of this
Agreement or the PDD for the Project or Property previously approved by the City to the contrary,
the City agrees to consider for approval, such approval not to be unreasonably withheld,
conditioned or delayed, ten (10) Project signs to be erected by Developer, at Developer's sole cost
and expense, outside of the Property boundaries, but within the boundaries of the Zone. Such
signage shall at all times be constructed and maintained, in good condition and working order, and
used by Developer in full compliance with the requirements of this Development Agreement and
all applicable laws, statutes and regulations. Developer agrees that (i) on the tenth (10th)
anniversary of the completion of construction of each sign or upon completion of seventy percent
(70 %) of developable acreage within the Property, whichever occurs first in time, and (ii) receipt
of a written notification from the City requesting dedication of the sign to the City, Developer will
(A) dedicate each such sign to the City free of charge, (B) remove all Developer signage from each
such sign dedicated, and (C) assign to City any ground lease or other real property interest
associated with such signs (subject to the City's assumption of all duties and obligations associated
with such lease on real property interested so assigned).
5 1 P a �
AMENDED PROJECT PLAN
AND
FINANCING PLAN
SCHERTZ REINVESTMENT
ZONE NUMBER TWO
The Crossvine PDD
(f /k/a Sedona Development Project)
2020
Schertz 1518, Ltd.
314 E. Commerce, Suite 600
San Antonio, Texas 78205
Schertz Reinvestment Zone Number Two
Sedona Development Project -Now Known as Crossvine PDD
Amended Project Plan and Financing Plan
PROJECT /TIRZ BACKGROUND
Pursuant to an ordinance dated December 19, 2006, the City Council of the CITY OF SCHERTZ,
TEXAS (the "City ") designated TAX INCREMENT REINVESTMENT ZONE NUMBER TWO,
CITY OF SCHERTZ, TEXAS TIRZ #2 (the "Zone ") to enable the development of approximately
825 acres of land (the "Zone Project Area "). The Zone Project Area was originally planned to
contain up to 2,200 residential units pursuant to the PUD plan (described below) with estimated
average sales price of $140,000 - $240,000 per single family home. The PUD plan included
approximately 130 acres of open space including public parks and trails to be collectively known
as the Sedona development (the "Project "). The Project as planned would result in a primarily
single - family residential development located in the southern portion of the City.
The developer of the Project is SCHERTZ 1518, LTD. (the "Developer "). The Developer entered
into an "Interlocal Agreement " dated November 18, 2008 that sets forth an agreement through
which the City, BEXAR COUNTY, TEXAS (the "County "), and the SAN ANTONIO RIVER
AUTHORITY ( "SARA ") participate in the tax increment financing to help fund public
infrastructure improvements to be located within the Zone Project Area. The duration of the Zone
was originally stipulated to be twenty -one (21) years with the Zone being in existence through
calendar year 2027.
The cost of the public infrastructure improvements and related capital costs for the Project
(exclusive of financing costs or interest) was at that time estimated at $41,195,225. The total
project costs including administrative costs were estimated at $41,801,420. The proposed public
infrastructure improvements for this project included the installation of and improvements to,
streets and drainage, utilities, waste water treatment facilities, sidewalks, green space, the
construction of a fire station and EMS facility, sewage plant, lift station, public cemetery, the
designation of a school site; and the construction of other public improvements.
The Developer agreed to pay the costs for the Public Improvements to be reimbursed by the Zone's
TIF fund only to the extent that tax increment revenue from increased property values (TIRZ
Incremental Value) is generated, up to a maximum reimbursement to the Developer of
1
$45,000,000.
The Project was originally established as a master planned community and was approved by the
City as a mixed -use Planned Unit Development ( "PUD "). It was planned to function as a key
component within the Schertz Southside Development Initiative and create the demographic basis
which will in turn create demand for commercial and industrial developments along the City's
portion of the south IH -10 corridor.
On October 5, 2006, the Developer sold two tracts comprising 87.974 acres out of the Zone
property to Newmark/Lennar Central Texas, L.P. ( "Lennar "). After purchasing the tracts, Lennar
developed a portion of this tract into a residential area named Sedona Trails. This original
developed area consisted of 170 residential lots along with the entry drive (Schnebly Drive) off
Lower Seguin Road. The subdivision, including landscaping and an entry monument along
Schnebly, off -site utilities, and other common area and on -site infrastructure improvements were
completed by Lennar.
Lennar sold a portion of its completed lots to D. R. Horton Homes. Despite the downturn in the
housing market which commenced in 2008 -2009, the combined builder- effort resulted in the
completion and sale of all 170 houses in the subdivision by the year 2011. As of the 2018 property
tax year, homes in the Sedona area were accorded a market value of $212,793 per residence.
EFFECT OF CHANGE IN HOUSING MARKET
Lennar Homes retained an undeveloped 49.406 acre tract out of the 87.974 acre tract referenced
above within the Zone Project Area. This tract was adjacent to the completed Sedona Trails
subdivision. Lennar originally purchased the entire 87.974 acre tract from the Developer with long -
range plans to improve the property as additional single - family lots for its future homebuilding
activity. Unfortunately, the housing downturn that started in 2008 along with the national
economic recession forced Lennar to put its plans for developing the remainder of the tract on the
back burner.
Before the 2008 downturn, it was common business practice for homebuilders to purchase
developable raw land tracts such as the Sedona property for future "in- house" residential lot
development. Due to the economic slowdown and overall malaise in the residential real estate
market, Lennar, as well as numerous other large builders, was forced to liquidate a large portion
2
of their land inventories. Lennar, as well as most other national, regional and local builders
returned to the historical practice of purchasing completed residential lots on an as- needed basis
from owner /developers such as Schertz 1518, Ltd.
TRANSITION OF TIRZ PROPERTY TO CROSSVINE PDD
On November 16, 2011, the Developer repurchased the 49.406 acre tract from Lennar. This land
acquisition was an instrumental part of the Developer's decision to entirely refine the master
development plan for the Zone Project Area. It had become obvious that a new approach to
residential development was needed for the San Antonio market.
Working in close cooperation with the City of Schertz staff, a new master planned area was
concepted. The Crossvine, a carefully thought -out Planned Development District ( "PDD ") was the
result. Blending traditional single family residential development with a community focused
pedestrian environment, The Crossvine provided a foundation for a new approach to
neighborhoods. With heightened Architectural Standards, increased community gathering areas,
extensive walking trails, the collaboration between City Staff and the Developer has been well
received. A copy of the Crossvine Overall Completed Master Plan is included as Exhibit I and
Exhibit 2 as part of this Amended Project Plan and Financing Plan.
The PDD for the Crossvine (as an amendment to the original Sedona PUD) was approved and
subsequently amended by the City by way of the following ordinances:
1. Sedona Trails PDD Ordinance 12 -S -01, passed January 24, 2012.
2. Crossvine PDD Ordinance 12 -S -15, passed on August 21, 2012
3. Crossvine PDD Ordinance 17 -S -01, passed on February 28, 2017
Exhibit 3 depicts the resulting zoning designations for the TIRZ property.
The new Crossvine PDD Master Development Plan is based upon the designation of three land
planning modules with the anticipated use of various sections of the property delineated within
each module. The PDD ordinance can be amended in the future with approval of the Schertz City
Council. Graphical depictions of the planning modules are attached as Exhibits 4, S, and 6
CROSSVINE PDD ORDINANCE No. 12 -S -16
This ordinance passed on August 21, 2012 by the City of Schertz City Council, formally (legally)
3
changed the name of the development from Sedona Trails PDD, as established by Ordinance 12-
S -01, to Crossvine PDD. The ordinance further set forth specific designs and related standards for
The Crossvine which have subsequently been modified and expanded through the subsequent
referenced ordinances:
• Landscaping standards for common areas and residential lots
• Green space and public spaces
• Walking trails and sidewalks
• Public Lighting
• Transition areas between product types
• Requirement for enhanced architectural standards for residential construction
• Public Screening (Fencing /Walls)
• Private Fencing
The Sedona Trails PDD, as amended and retitled as The Crossvine PDD, includes significant
obligations and commitments for improvements, open space, trail systems, and other public
benefits as part of the overall development. The PDD incorporates Developer obligations for
"Must -Build Roads" (Exhibit 7) and "Must -Build Trails" (Exhibit 8) which ensure that the
Conceptual Master Plan will be honored and the integrity of the overall development will be
maintained.
Community and Public Amenity Standards and Architectural Standards for each module must be
approved by the City in order to establish and maintain the high level and quality of the
improvements to be constructed in Crossvine Trails. As a result of these significant commitments
on the part of the Developer, the PDD affords flexibility to the Developer to adjust future land use
to more nimbly address changes in market conditions, consumer demand, and other factors.
The City and the Developer also have recognized that circumstances may arise in the future which
make exceptions to the requirements or obligations of the PDD appropriate or necessary ( "Special
Exceptions "). A Special Exception shall be a circumstance or condition in which the Developer
requests limited relief from a requirement or obligation of the PDD as a result of a change in
4
circumstances or other unforeseen event or site specific circumstance.
DESCRIPTION OF CROSSVINE PDD DEVELOPMENT MODULES
A schedule included in this Amended Project and Financing Plan provides a "Projected
Development Schedule and Projected Timing of Developer Disbursements" (See Schedule II).
The three development modules for the Crossvine PDD referenced in the schedule are described
below:
Module I
Module 1 consists of approximately 188.43 acres and occupies the geographical center of
Crossvine. The dominant land use in Module I will be Detached Single- Family Residential. as
further defined in the Crossvine PDD. While the residential living in Module I will be primarily
traditional single - family housing, it will provide a unique community experience - generally unlike
any competing residential option in the immediate market area.
Crossvine will include planning concepts calculated to create a pleasant, healthy environment
while fostering close -knit and connected neighborhoods. The unique land plan emphasizes curving
streets which group homes in clusters on short cul -de -sacs. This plan insures that there are no
driveway cuts on main collector roads, encourages side -entry garage placement, and slows traffic
in residential areas. Drainage swales behind many of these home clusters are part of a greenbelt
system which winds throughout Crossvine. A trail network combines with the greenbelt system to
provide an open pedestrian transportation network which connects and binds the community
together. Drainage swales will be extensive, in some cases in excess of 200 feet wide, providing a
generous greenbelt proximate to a significant number 'of residences in Module I.
Neighborhood pocket parks will feature playscapes and centrally located mail kiosks to encourage
community interaction. Extensive landscaping will make the pocket parks and mail kiosks pleasant
focal points in the midst of the community. Residents will enjoy an extensive hike and bike trail
network and an amenity center featuring a community pool, pavilion, and ample spaces for public
and private gatherings. Heritage Oaks Park, a 14 -acre municipal park contributed by the
Development and located on the western edge of Module 1, will offer outdoor picnic facilities and
a covered pavilion.
The predominance of traditional single - family residences in Module I will establish an underlying
5
foundation and demographic base which, in turn, supports the development of broader and more
diverse mixed uses in Module II and Module III.
Module II
Module II consists of 117.19 acres located at the northern end of the Crossvine PDD. This Module
will feature mixed -use facilities as well as higher density residential options and will be the
commercial and civic hub of the Crossvine development. Planned land usages include City of
Schertz Emergency Services, community amenity centers, retail, office, multifamily residences,
and townhome villages. This area will be the most densely populated portion of the Crossvine
PDD.
Module II is located on both the north and south side of Lower Seguin Road. Module II will include
the "Town Center" of Crossvine and will be a vibrant community center providing a variety of
residential options, convenient and pleasant shopping, work, and public space. Module II provides
a balanced mix of residences and compatible commercial enterprise. A "Main Street" feel will
characterize the central boulevard of this neighborhood center and pedestrian traffic will be
encouraged. Parking for the townhome villages and multifamily units will be concentrated away
from the maim boulevard, creating pleasant streetscapes. The housing products offered in Module
II will support the lifestyle diversity that defines Crossvine.
The natural division created by Lower Seguin Road encourages separate personalities for the
commercial and non - residential components of Module II. It is intended that the retail and office
services located in the Town Center will appeal to and cater to a broader demographic and
geographic market area beyond the Crossvine PDD. Higher density residential development will
be a significant driving force for retailers and service providers to flock to Town Center.
All construction, landscaping, signage, and other features in Module II will adhere to the Crossvine
Community and Public Amenity and Architectural Standards and will contribute to the tight
aesthetic standards of the community. In addition to the extensive landscaping, a series of detention
ponds throughout Module II will create relaxing and beautiful open spaces. This unique
combination of higher density residential will spur commercial and retail services which will serve
all of Crossvine, the neighboring area, as well as the commuters who frequent the area in increasing
numbers as the area quickly develops.
11
Module II will complement Module I and Module III by providing valuable services to existing
residents and by drawing new residents in search of convenience and a more urban lifestyle.
Module III
Module III consists of 237.62 acres and is located in the southern portion of Crossvine. Module
III is separated from Modules I and II by Woman Hollering Creek and displays the most
topographical diversity of the three Modules. This area of the development will include garden
homes, patio homes, multi - family, and other types of higher density residential products that will
be clustered to allow for more natural open space.
This area also includes a "Village Center" to anchor the southern end of Crossvine providing
neighborhood retail services for residents in Module III as well as the adjacent residents. These
various land uses increase the diversity of commercial product and expand the residential options
in Crossvine.
Module III offers extensive recreational open space to take advantage of this area's varied terrain.
A series of detention ponds throughout the greenbelt and recreational open space will mitigate
flooding and provide additional natural community amenities. With a range of greenbelt and open
spaces ranging from manicured and well - tended areas to natural and wild areas, the open spaces
and greenbelt areas offer a peaceful respite in the midst of a master- planned community in a
dynamic and thriving city. The development wide trails network will be extensive in Module III.
Meandering and gentle trails of decomposed granite will be 'family- friendly" and inspire longer
walks and more time together. More primitive trails will provide ample opportunities for exercise
throughout the extensive open spaces of Crossvine.
All construction, landscaping, signage, and other features in Module III will adhere to the
Crossvine Community and Public Amenity and Architectural Standards as they are codified and
memorialized. The Developer acknowledges that these commitments to elevated standards are the
foundation for the TIRZ reimbursement of Developer's expenditures related to public
infrastructure; and when combined with the natural beauty of this particular Module, will enhance
the overall aesthetic appeal of the Crossvine cone nunity.
As described above in the Module I, II and III detailed descriptions above, the Crossvine
development will include a first -class system of public trails, greenbelts and landscaping. The
7
park/open space plan is depicted in Exhibit 8. An extensive system of trails and a continuous,
well- connected network of pedestrian sidewalks is featured in the plan as shown in Exhibit 9.
AMENDMENT TO ORIGINAL PROJECT PLAN
The economic slowdown that heightened in 2008 - 2009 precipitated a change in the typical
business plan for homebuilders regarding land acquisition and lot production /purchases. The
uncertainty surrounding the economic crisis and how long it would last made things even more
challenging for real estate developers. While builders had changed to wanting to purchase
developed lots from developers, the same builders were reluctant to commit to purchasing lots
when there remained so much doubt about when there would be recovery in the home building
industry. This made the decisions and commitments for developers to continue building lots even
more challenging. It also provided the foundation for the Developer and the City to construct a
new development plan for the Crossvine. With the support of the TIRZ, the amended Project Plan
was fashioned around the new Crossvine PDD master plan that is described in detail above.
The following significant changes to the original project plan have been incorporated into the new
Project Plan presented herein:
A. Geographic boundary of the TIRZ:
The following tracts will be added to Zone:
• A 13.669 acre tract described in Exhibit 12.
• A 40.69 acre tract described in Exhibit 13.
• A 1.501 acre tract described in Exhibit 14.
• A 1.00 acre tract described in Exhibit 15.
• A 57.46 acre tract described in Exhibit 16.
• A 6.00 acre tract described in Exhibit 17.
These tracts were purchased and added to the Crossvine development area and increase the TIRZ
area to 947.755 acres. The exact location of the additional tracts being added is reflected in Exhibit
3B. The base property tax base value will increase from the original base amount of $450,879 to
$3,028,629 to include the values of these parcels. (See Schedule III).
B. Term of the TIRZ
11
The impact of the 2008 - 2009 economic downturn and the continuing residual uncertainty that
followed resulted in no new lots or homes being added to The Crossvine until 2015. Further, these
additional lots were part of a completely reimagined Master Plan Community which has required
much more significant investment on the part of the Developer. Further, the original projections
indicated a number of years with home absorption exceeding 200 homes annually. Our most recent
revised absorption estimates indicated that a more conservative assumption on absorption is
prudent and realistic. In addition, there has been a continuing erosion of tax revenue as a result of
legislatively mandated tax waivers with Assessed Valuation declining from 92% of Market Value
in 2015 to 76% of Market Value in 2019. Consequently, the foregoing indicate that the TIRZ term
should be extended through calendar year 2041.
C. Increase in TIRZ Maximum Reimbursement:
The new Crossvine PDD land use plan combined with the resulting projected increased real estate
values, support an increase in the TIRZ maximum reimbursement amount from the original level
of $45,000,000 to $66,000,000 (an increase of 46 %). Consistent with this increase, the projected
market value (aggregate value of properties in the TIRZ) is expected to increase from
$434,885,503 projected in the original plan as compared to $932,326,389 reflected in the amended
plan (more than double the original captured value (See Schedule IV).
Consistent with the original Project Plan, all costs including public improvements associated with
development in the TIRZ will be funded by the developer. Public funds or municipal /governmental
bonds will not be utilized.
ECONOMIC FACTORS INDICATING THE EXPECTED SUCCESS OF CROSSVINE
Texas Single - Family Housing Market
The statistics provided by the Texas A &M Real Estate Center ( "A &M REC ") indicate positive
trends in the Texas Single- Family Housing Market; however, they also caution that housing sales
are expected to "normalize" and return to more moderate increases year over year.
1. Residential transaction sales volume has increased year over year although the
Texas Housing Market slowed in 2018 as sales rose 1.7% compared with 4.1 % the previous year.
2. New Home Sales in Texas, however, as reported by the NewHomesUSA index as
of the end of 2018 showed the statewide average in Texas rose to $358,108 in November 2018.
3. Single family housing sales have been projected to increase by only 1% in 2019.
Housing permits state -wide are expected to show a 2.1 % increase from 2018.
4. Single Family construction permits in Texas showed 10,504 permits in 2019
(January through July) which accounted for 15% of the total permits in the United States, extending
a 13 year stretch as the leader in single family construction permits. The San Antonio market
issued 817 permits which was in increase of 10.9% year over year.
5. Dwindling supplies resulted in Texas' months of inventory to drop to 3.7 months
of housing inventory for sale.
6. The Texas median home price posted a new record high in.July reading $240,500
with an annual rate of growth of 3.8%
Demand for new housing in Texas will be supported by the projected state population growth of
12.6% from 2010 levels to 2020 (per the U.S. Census Bureau). According to Forbes magazine,
"Texas was one of the first states to emerge from the recession and it continues to attract companies
on the basis of its low tax burden, predictable regulatory environment and skilled labor force.
Texas has attracted a lot of attention from California companies and the State of Texas has not
been shy about contrasting the business climates of the two states. California firms EBay, Google,
Facebook, Electronic Arts, Indeed, and many others have both chosen Texas for large expansions
in recent years."
Grid 2
HomesUSA.com - Texas Now Home Prices - Nov. 2018
• : � -
, A.. x!m I�
�
� F(nwi:an
S+n 15nSCAf�i
1AW17.XC17
$34 71"
$376w251
$346494
$358,160
5290:229
FE9174AN'19
$i9 AO
_ $374561
$357,44S
$357,2d9
S29LS29
MAR'174EV28 r
"win
5377,146
$353"741
$351,291
529LS12
as'R'17 Max'18
53
536440
SM106
S3S1,41S
�
5292,866
MAY17J1PR'I8
8348 84@
$!6854$
5357,340
$954,141
5292AU
111Y'17 IY111Y 18
S&MM
sy".1
$358.619
i $353. 66
A. �!
5243.414
14l'17.7UN'18
€3mA M1
$385928
$361,817
5355,502
5294 24.4
l4UC• 17 JLhI'18
S36wtd'/
$366,504
5364,552
5355 871
5293,906
SEPi7.kUG'18
Slsl,w
$35641%
5369,383
! $354,83! I
$344,154
t1f117dEP'18
5883,Bt1
$766.125
$371.483
$357.36A
$299.483
FOV117 -ecT18
9717517
5368,128 l
5774871
5358,490
S295,122
PEC17- NQ1_!'18
53 IM
S36T77S
53751:4
L 535545$
5296.182
10
an Antonio Sin;; e- Family Housin,= M.irke
An important factor affecting Crossvine is the increase in residential sales in the price range from
$250,000 to $350,000. In 2006, 14.3% of sales fell within this range. Recent sales statistics
indicate that 21.1% of sales were within this target range. This indicates that the market for houses
at price points such as those planned for a significant part of Crossvine has increased by a healthy
48 %. The average price of a new home in the San Antonio market as of the end of 2018 was
$296,182.
The price range increases for new homes are more dramatic as the statistics above include resales.
The price distribution for new home starts in the $250,000 to $350,000 range has increased from
21 % of the market in 2009 to 29% in 2013. This increase further indicates that the revised focus
of the Crossvine PDD towards the new housing market over the $300,000 threshold is strongly
supported by market indicators.
The value of the public improvements and the overall design of The Crossvine has been reflected
in the value of the homes as reflected by the Bexar County Appraisal District. The average market
value of homes in The Crossvine in 2018 was $321,538, a value significantly higher than that
originally anticipated by the Developer or by the homebuilders.
Schertz Single - Family Housing Market
The population in the City of Schertz has increased as summarized below:
Year
Population
% Increase
Notes
2000
18,694
NA
NA
2010
31,465
68.3%
(2010 vs. 2000)
2012
34,883
86.5%
(2012 vs. 2000)
2017
40,092
114.4%
(2019 vs. 2000)
The rate of increase from 2010 to 2017 of 14.3% annually results in a projected population in the
City of Schertz of almost 60,000 residents by 2020. This population increase will drive a healthy
demand for new housing in the City of Schertz over the foreseeable future. The ideal location of
the Crossvine TIRZ property at the intersection of F.M. 1518 and Lower Seguin Road with close
11
access to both U.S. I.H. 10 and F.M. (Loop) 1604 will result in the site specific demand for
significant numbers of new residences in the subject area.
Information from the Schertz Economic Development Corporation also confines strong
demographics for the future of Schertz and The Crossvine:
• Median Home Value of $206,631
• Avg. Household Size of 2.78
• Median Age of 37.3 years
• Median Household Income of $78,634
• 45.1 % of the residents of Schertz with a college degree
• In March 2014, the Developer completed construction of the first unit of Module I of the
Crossvine PDD. All of the lots in Module 1, Unit 1 and Unit 2 have been sold with average market
value of the homes of $321,538. All of the lots in Module 1, Unit 3 have been purchased by
Weekley Homes and by Scott Felder Homes. The Developer has implemented an aggressive
marketing program for Crossvine and has received strong expressions of interest from numerous
qualified homebuilders and multi- family builders /developers for any additional lot inventory that
may become available.
12
Budget Schedules. Projected Costs, and TIRZ Basis
Schedule I -A and I -B:
Schedule I -A reflects an Amended Project Budget showing the budget amounts included in the
original Project Financing Plan along with a revised Project Budget. The revised budget sets forth
a breakdown of TIRZ reimbursable capital costs by budget category that aggregates the TIRZ
maximum total reimbursement amount of $66,000,000. Based upon historical infon-iation
available since the creation of the original budget, along with the impact of the new Crossvine
PDD and corollary development plan, the categories used to delineate project costs have been
modified as reflected in this schedule.
Budget categories 1 through 9 are direct construction costs to be incurred in the development of
the project infrastructure. The total projected expenditures for construction and related allowable
and reimbursable costs of will be $66,000,000 (see Schedule I). The total projected expenditures
for direct construction costs are $38,830,000.00 and the total projected expenditures for ancillary
costs are $27,170,000.00. The aggregate costs of $66,000,000 exceed the original projected budget
amount of $45,000,000.00 — an increase of 46% over the original budget. However, the projected
market value is $932,326,389 (snore than double the previous estimate of value).
There is a lag between expenditures for construction and related costs and the associated
reimbursement of those costs from TIRZ revenues. The developer will fund the difference as
required to insure the timely completion of the Crossvine development.
Schedule I -B reflects a comparison of the original assumptions in the initial Project Financing Plan
and the revised assumptions and results in the revised Project Financing Plan.
Schedule II:
The Amended Project Development Schedule presents a detail of the development modules and
units that are depicted in the Crossvine overall Conceptual Master Plan that is a focal point in the
Crossvine PDD approved by ordinance by the City of Schertz.
This schedule presents the acreage and proposed use for each unit within the PDD. The modules,
phases, tract acreages and data regarding the type and number of development units are based upon
the Crossvine Phasing Plan dated April 4, 2012. Additionally, Schedule II provides a year -by -year
projection of expected direct construction costs for the TIRZ property to be incurred by the
13
Developer.
Schedule III:
This is a schedule detailing the legal descriptions, acreages and tax I.D. numbers for the various
tracts that were assembled to create the TIRZ zone. The TIRZ base value is the beginning ( "floor ")
value used to compute the TJRZ incremental value. The incremental value minus the base value
multiplied by the cumulative tax rate equals the annual TIRZ revenue available for payment of
administrative costs to the City, County and the SARA as well as payments to the developer.
Supplemental information regarding the tracts to be added to the TIRZ by amendment are also
presented as part of the schedule. The revised, post - amendment, total base value for the TIRZ
would amount to $3,029,279.00.
Schedule IV:
A schedule that presents the projected taxable value of TIRZ properties on an annual basis. The
progressive increase in the taxable values quantifies the development of the TIRZ real estate. The
projected amount of TIRZ revenues available for developer payments is also presented. A 1.5%
annual inflation factor has been applied to annual developed values.
Schedule V:
A schedule that compares the original TIRZ development projections from 2006 and the revised
development projections associated with this Amended Project Plan and Financing Plan.
14
Exhibits
Exhibit 1:
Overall Completed Master Plan
Exhibit 2:
Overall Completed Master Plan (cont.)
Exhibit 3:
Overall TIRZ Area (as amended)
Exhibit 3B:
Identification of Additional Parcels added to TIRZ Area
Exhibit 4:
Zoning Designation
Exhibit 5:
Overall Depiction of Modules 1, 2, and 3
Exhibit 6:
Graphical Depiction of Module 1
Exhibit 7(A and B):
Graphical Depiction of Module 2
Exhibit 8:
Graphical Depiction of Module 3
Exhibit 9:
Must Build Roads
Exhibit 10:
Must Build Trails
Exhibit 11:
Greenspace Plan
Exhibit 12:
Legal Description — 13.669 Acre Tract
Exhibit 13:
Legal Description — 40.69 Acre Tract
Exhibit 14:
Legal Description — 1.501 Acre Tract
Exhibit 15:
Legal Description —1.000 Acre Tract
Exhibit 16:
Legal Description — 57.46 Acre Tract
Exhibit 17:
Legal Description — 1.00 Acre Tract
15
Schertz Reinvestment Zone #2 Amended Project Budget Schedule I -A
Crossvine PDD
Schertz Reinvestment Zone Number Two
The Crossvine Development Project- Formerly Known as Sedona
AMENDED PROJECT BUDGET AND FINANCING PLAN
Budget Category Revised
Original Budget
Amounts
Budget Amendment
1. Mobilization /Land Preparation
2,061,328
2,090,000.00
2. Erosion Control
1,650,000.00
3. Streets
5,956,751
12,650,000.00
4. Drainage
3,850,000.00
5. Water
5,185,889
5,280,000.00
6. Wastewater
2,754,186
4,950,000.00
7. Treated Effluent Irrigation System
1,430,000.00
8. Electric /Gas - CPS
908,378
2,530,000.00
9. Common Area/ Green Space Improvements
4,400,000.00
10. Engineering /Geotech Testing
2,252,250
4,950,000.00
11. Sewer Plant
2,365,378
1,650,000.00
12. Lift Station /Force Main
728,949
1,870,000.00
13. FM 1518 Drainage Engineering
1,078,565
220,000.00
14. Fire Station /EMS Facility
1,200,000
1,320,000.00
15. City Platting /Permit Fees
140,250
770,000.00
16. Land Planning /Landscape Architecture /Marketing
4,620,000.00
17. Project Management
1,402,500
2,640,000.00
18. Legal Fees
331,000
990,000.00
19. Interest on Project Debt
4,950,000.00
20. Unallocated Reserve for Additional Items /Contingency
3,190,000.00
Subtotall
26,365,424
1 6.6,000,000
Estimated Budget Categories:
Inflation (8.,16.)
760,649 (A)
-
Contingency (9., 17., 24., 28.)
6,519,492 (B)
-
Park Fees (13.)
371,250 (C)
-
Street Lights (14.)
353,100 (D)
-
Residential Common Area Cost - Combined (18.)
9,830,135 (E)
-
Park Land (23.)
524,755 (F)
-
City Admin (26.)
144,000 (G)
-
County Admin (27.)
131,195 (G)
-
Budget Totals
45,000,0001
66,000,000
Explanatory Notes - Eliminated Budget C'atagories
(A) Inflationary factors are included in projected future cost.
(B) Contingency amounts are combined under new category 20. - Unallocated Reserve for Additional Items /Contingency
(C) It is anticipated that park fees will be waived in lieu of improvments to common areas, open space, green space and park
space dedication
(D) Street lights are included in new category 8. - Electric /Gas - CPS
(E ) Amount is allocated to new categories 9. - Common Area /Green Space Improvements, 16. - Land Planning / Landscape
Architecture / Marketing and 19. - Interest on Project Debt.
(F) Park Land Amount is included in new category 9: See (E ) above.
(G) City Admin and County Admin amounts are deleted from budget as said amounts are not reimburseable project cost under
TIRZ guidelines.
Schertz Reinvestment Zone #2 Amended Project Budget Schedule I -B
Crossvine PDD
Assumptions (Original):
Assumptions (2019 Revised):
Zone Duration -Years (2006 -2027)
21
Zone Duration -Years (2006 -2041)
33
Base Assessed Value of Site Area (2006)
$
450,879
Base Assessed Value of Site Area (2019)
$
3,028,629
Mkt Value at end of TIF (2027)
$
438,013,003
Mkt Value at end of term (2041)
$
932,326,389
Captured Value
$
434,885,503
Captured Value
$
929,297,760
Captured Rate
80%
Captured Rate (AV as % of Mkt Value) (variable)
76%
City of Schertz Tax Rate (100% of 0.4090)
$
0.40900
City of Schertz Tax Rate (100% of 0.51460)
$
0.51460
Bexar County Tax Rate (58% of 0.265594)
$
0.15405
Bexar County Tax Rate (80% of 0.23625)
$
0.18900
SARA Tax Rate (55% of 0.015951)
$
0.00877
SARA Tax Rate (55% of 0.0185)
$
0.01018
Collection Rate
99%
Collection Rate
99%
Tax Rate Growth
0%
Tax Rate Growth
0%
Appreciation Growth
2%
Appreciation Growth
2%
Estimated total TIF Revenues
$
33,701,032
Estimated total distributable TIF Revenues
$
66,000,000
Estimated total TIF Collections
$
33,364,022
Estimated total distributable TIF Collections
$
66,000,000
Total Project Costs
$
41,801,420
Total Project Costs
$
66,000,000
Schertz Reinvestment Zone #2 Amended Project Budget Schedule II
Crossvine PDD
Module I
Acreage
Units
Use
Density
Unit 1
54.96
121
Single Family
2.2
Unit 2
47.68
120
Single Family
2.5
Unit 3
45.1
118
Single Family
2.6
Unit 4
1 40.691
142
ISingle Family
3.5
ITOTALI
188.431
1
Module 2A
Acreage
Units
Use
Density
14.17
77
Garden Home
5.4
14.025
300
Multi Family
21.4
3.321
30
Attached Resdential
9.0
2.555
Icommercial
1.5
lCommercial
TOTAL
35.5711
1
Module 3
Acreage
Units
Use
Density
6.2
33
Garden Home
5.3
14.46
300
Multi Family
20.7
2.5
Commercial
Unit 1
44
139
Single Family
3.2
Unit 2
47
123
Single Family
2.6
Unit 3
33
101
Single Family
3.1
Unit 4
33
98
Single Family
3.0
Total
184.231
Module 4
Acreage
Units
Use
Density
Unit 1
57.46
138
73
Single Family
3.0
Unit 2
Total
57.46
Module 2B
Acreage
Units
Use
Density
4.5
Fire/ EMS
0.0
24.44
440
Multi Family
18.0
46.00
138
Single Family
3.0
14
77
Garden Home
5.5
50.3
Commercial
Total
139.24
Sedona
Acreage
I Units
Use
I Density
38.5681
169
ISingle Family
1 4.38
Total Single Family
1480
Total Minus Sedona
1311
Total Garden Home
187
Total Multi Family
1070
Total Developed Acreage*
420.71
*Remaining TIRZ Project Area is comprised of commercial, AICUZ, greenspace, flood plain, etc.
W
3
d
L
Y
N
d
S
m
a
O
a`
N
C
d
E
�
0
o
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
o
m
o
0
0
0
0
0
0
0
0
0
0
0
0
0
y
�
>
�
Sr
L
r
n
n
ti
W
W
L
S
N
M
~~
N
O
b
Y
I�L1
e�
V
N
7
7
a
a
d
:3
O
0
O
0
O
0
O
0
o
0
o
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
0
O
N
fV
C
n
O
10
N
m
n
m
d
a
a
O
0
O
0
O
0
O
0
0
G
0
0
Of
d
O
m
O
r
M
of
O
N
1l1
N
O
m
N
m
IL1
of
m
ID
n
m
10
O
t0
m
r
N
n
m
M
O
V1
O
m
N
1D
w
m
O
1l1
n
O
.
N
N
m
Ill
l0
O
Q
r
N
N
m
N
r
N
N
O
4
N
00
00
N
n
n
m
O
In
�!
n
m
V
M
m
lO
w
n
u1
of
lD
.-1
O
Om0
m
a
tOL1
N
.O
N
N
d
N
N
N
lD
a-1
N
H
N
O
N
M
{px
~
O
N
iA
1A
N
Vf
Vl
Y!
V!
OF
V!
V}
V}
V!
V!
N
V!
tpR
Vf
N
to
N
7
O
O
O
O
O
O
O
O
O
$
O
d
`
tao
m
m
umi
r
N
N
O
N
1111
o
M
n
r
BOO
n
8
o
ran
o
o
g
o�
o
0
0
0
0
0
0
ch
CI
w
m
N
of
m
ai
a
u1
Vf
aB
N
ao
m
O
O
m
M
u1
o
m
M
N
lG
to
00
o
m
n
V
In
N
N
ao
o
O
of
m
_
?'
N
H
N
1C
n
N
N
.-1
0o
.-1
N
'"1
V
N
dL
tavi
Y
N
O
N
VNf
C
eWi
10
H
O
N
Om0
1�'1
N
lD
N
M
8,
CI
N
S
N
N
N
N
N
A
N
1A
N
FCC
O
m
N
n
b
n
N
m
m
8
8
8
8
p
0
p
O
O
O
d
m
m r1
v N
C
Cm
N
o
o
„�
d
{p
1p
of
0
0
0
0
to
0
0
0
0
R
to
to
O
111
m
n
N
R
M
O
rl
rl
O
O
O
m
O
O
1n
v
4
+
n
m
o
m
d
m
o
a
m
K
a
¢
W
F
O
N
O
t
R
x
d
d
°�°
m
e
m
�
d
_
M
ry
1!1
�'1
o
1p
w
lrvYl
m
W
o
G
co
¢
~
N
N
ti
2
m
[t
m
n
u
d^
N
a
La
p
0
o
,y
H
r
m
i
H
o
a
to
r
W
m
¢
rri
A
m
¢
a—
m
u
Ln
ry
ti
W
m
E
w
N
CL
d¢
oo
N
m
a
K
m
n
N
N
a
d
a7i
a
vai
On0
N
H
n
N
ti
a
N
¢
Orp
N
N
N
I/1
.m9
In
m
-
V
Ono
Q
C
a
a
m
H
N
d
c
Iail
n
h
H
m
CL
Q
m
Q
¢
Q
D
N
o
cc
M
m
Ono
m
V
m
F
m
N
m
m
071
¢
¢
m
O
m
V
•M
"o
IN
n
n
.6
m
Qa
N
N
N
N
T
T
M
V
N
N
00
ov
1
^
a
a
o_
°'
m
a
a
4
a
o_
a
d
S
Io
i
a
d
d
m
o_
a
Q
ao
m
m
m
m
✓1
U1
Q
m
m
m
m
m
O1
m
O1
0'
Q1
m
m
m
N
O
m
N
N
111
o
N
111
O
In
to
O
m
to
O
N
N
O
1l1
ymj
M
O
m
N
O
in
M
O
N
N
O
Vf
O
M
O
M
O
M
O
M
O
Ill
O
W
N
O
N
m
O
Ill
m
m
m
m
m
m
m
m
m
Q
m
u
m
d
m
yOj
m
m
m
m
m
m
m
m
m
m
m
m
m
J
U
U
U
U
U
U
U
Z
Z
J
U
U
U
U
U
U
U
U
U
U
V
V
V
NN
NN
�
NN
xU
F
V
A
O1
m
N
N
N
W
W
Q
W
W
W
W
W
m
o
K
o
o
o
2
2
K
2
=
2
2
2
S
U
IV/1
IV/1
Z
N
{U/1
N
lV/1
1V/1
NN
y
Z
m
C1
m
m
00
00
m
m
Z
Z
V'
Z
Q
m
Z
Z
Z
F
lY
Z
m
r-1
d
N
d
N
d
!n
d
!n
d
h
m
m
m
W
W
m
Z
07
CO
W
2
00
rl
C
N
C
N
N
N
M
N
0
LA
H
n
O
d
ryl
d
vl
M
00
N
n
v1
.-1
.ti
O
as
m
G
In
u1
N
N
O
9
O
O
T
J
lmll
N
N
N
N
m
tm0
O
N
n
a
00
OD
00
00
O
4
�
w
m
n
.n-1
.+
ao
m
m
m
n
m m
m
m
m
m
m
m
m
o
0
o
m
m
m
o
o
m
o
0
0
0
0
0
o
r
o
m
M
m
m��
o
o
to
Io
m
o
m
m
m
M
m
M
m
m
m�
m
m
Q
Q
0
0
o`
a`
c
E
c
E
a
a
H
v
Z
N
4
N
N
V
'-1
o
N
0
O
o
H
g
N
q
N
p
N
o
N
p
o
d
g
N
q
q
O
q
N
q
N
o
N
0
N
0
m
0
M
0
M
0
M
0
N
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
I
o
o
g
q$
g
o
g
o
.4
°
o
0
0$
o
g
o
0
0
0
0
0
0
0
c
ao
1/1
ao
V1
m
m
m
N
o
N
d
111
o
Ln
0
m
l0
�°
m
o0
m
0o
M
d
M
a
N
m
M
o
V1
0
to
0
m
0
N
o
m
m
N
m
N
01
N
m
m
o
m
O
0
O
0
m
Zj
d
N
N
N
0
0IOn
Ovi
d U
1
uO
V
1
10l1
VO1
l 0
lm0
F
O
2
1 2
O
O
80
O 10/1
o
IOn
0
IOif
o
O
IOrI
o
Schertz Reinvestment Zone #2 Amended Project Budget Schedule IV
Crossvine PDD
Year
Market Value
Captured Appraisal
Value
TIRZ Base Value
Incremental TIRZ
Value
Aggregate TIRZ
Revenue
Cumulative TIRZ
Revenue
2014
$
34,013,380
$ 29,439,054
$ 450,879
$ 28,988,175
$ 187,503
$
187,503
2015
$
43,299,300
$ 36,430,531
$ 450,879
$ 35,979,652
$ 232,421
$
419,924
2016
$
58,939,270
$ 49,640,618
$ 450,879
$ 49,189,739
$ 312,917
$
732,841
2017
$
84,476,604
$ 68,358,605
$ 450,879
$ 67,907,726
$ 432,507
$
1,165,347
2018
$
107,934,415
$ 86,281,526
$ 450,879
$ 85,830,647
$ 566,960
$
1,732,307
2019
$
119,266,784
$ 92,981,740
$ 450,879
$ 92,530,861
$ 611,014
$
2,343,321
2020
$
124,478,680
$ 96,765,534
$ 3,028,629
$ 93,736,905
$ 607,451
$
2,950,773
2021
$
188,762,896
$ 148,297,778
$ 3,028,629
$ 145,269,149
$ 972,764
$
3,923,537
2022
$
249,456,168
$ 194,587,841
$ 3,028,629
$ 191,559,212
$ 1,300,573
$
5,224,110
2023
$
314,277,766
$ 239,121,079
$ 3,028,629
$ 236,092,450
$ 1,615,512
$
6,839,622
2024
$
385,374,371
$ 289,500,913
$ 3,028,629
$ 286,472,284
$ 1,972,158
$
8,811,780
2025
$
471,629,974
$ 348,138,421
$ 3,028,629
$ 345,109,792
$ 2,387,401
$
11,199,181
2026
$
529,780,801
$ 385,777,610
$ 3,028,629
$ 382,748,981
$ 2,653,151
$
13,852,333
2027
$
576,533,558
$ 412,381,806
$ 3,028,629
$ 409,353,177
$ 2,840,140
$
16,692,473
2028
$
604,157,527
$ 425,895,150
$ 3,028,629
$ 422,866,521
$ 2,933,943
$
19,626,416
2029
$
664,226,223
$ 468,534,468
$ 3,028,629
$ 465,505,839
$ 3,235,908
$
22,862,324
2030
$
677,376,885
$ 473,231,110
$ 3,028,629
$ 470,202,481
$ 3,266,961
$
26,129,284
2031
$
734,408,906
$ 513,076,083
$ 3,028,629
$ 510,047,454
$ 3,548,837
$
29,678,121
2032
$
748,984,143
$ 518,564,516
$ 3,028,629
$ 515,535,887
$ 3,585,395
$
33,263,516
2033
$
826,280,220
$ 574,361,571
$ 3,028,629
$ 571,332,942
$ 3,980,989
$
37,244,505
2034
$
838,766,088
$ 577,801,780
$ 3,028,629
$ 574,773,151
$ 4,002,771
$
41,247,276
2035
$
851,467,936
$ 581,228,106
$ 3,028,629
$ 578,199,477
$ 4,024,374
$
45,271,650
2036
$
864,387,532
$ 584,638,714
$ 3,028,629
$ 581,610,085
$ 4,045,780
$
49,317,430
2037
$
877,526,832
$ 588,031,784
$ 3,028,629
$ 585,003,155
$ 4,066,976
$
53,384,406
2038
$
890,887,977
$ 586,176,469
$ 3,028,629
$ 583,147,840
$ 4,087,944
$
57,472,350
2039
$
904,473,277
$ 589,450,630
$ 3,028,629
$ 586,422,001
$ 4,108,671
$
61,581,021
2040
$
918,285,205
$ 592,700,694
$ 3,028,629
$ 589,672,065
$ 4,129,141
$
65,710,162
2041
$
932,326,389
$ 595,924,857
$ 3,028,629
$ 592,896,228
$ 4,149,337
$
69,859,500
Schertz Reinvestment Zone #2 Amended Project Budget Schedule V
Crossvine PDD
Development Schedule, Budget, and
Assumptions (Original)
Development Schedule, Budget, and
Assumptions (Amended)
Site Area Dimensions (Acres)
Site Area Dimensions (Acres)
Residential
579.68
Residential
459.788
Commercial Development
51.11
Commercial Development
62.855
Cemetery
44.79
Multifamily
56.246
School
14.02
Fire Station /EMS Facility
4.5
Fire Station /EMS Facility
1.55
Garden Home
34.37
Park /Open Space /Flood Plain
133.46
Park /Open Space /Flood Plain
329.996
Total
824.61
Total
947.755
Project Schedule
Project Schedule
Residential Absorption
Residential Absorption
Time Frame
Home Sales
Time Frame
Home Sales
Year
Annual
Cumulative
Year
Annual
Cumulative
2007
0
0
2007 -2014
169
169
2008
27
27
2015
56
225
2009
108
135
2016
65
290
2010
258
393
2017
66
356
2011
377
770
2018
96
452
2012
412
1182
2019
37
489
2013
274
1456
2020
104
593
2014
121
1577
2021
113
706
2015
73
1650
2022
110
816
2023
168
984
2024
157
1141
2025
195
1336
2026
143
1479
2027
125
1604
2028
63
1667
Commercial Absorption
Time Frame
Square Feet
Year
Annual
Cumulative
2029
15,000
15,000
2030
10,000
25,000
2031
10,000
35,000
2032
-
35,000
2033
25,000
60,000
2034
25,000
85,000
2035
-
85,000
2036
25,000
110,000
2037
25,000
135,000
Multifamily Absorption
Time Frame
Units
Year
Annual
Cumulative
2029
330
330
2030
-
330
2031
300
630
2032
630
2033
440
1,070
0*44 69 11 13 Y-W
�o.eeinm w ioo:om"V�c.. w
nla-1a83isrrw �e.es.�.•. y{gf M
�` •33� o
auI °aataau ss7 ; w a
Xl'Zla3H�S ,; . s
NV-1d NB -LSVVY (40d) SIIFJNl VN003S /auo a ow f o
— peg #'egg i`gg !. @•S
3 ! A @ •l�e''•g
e� LU
i e�
S ere
�y�f y wyQ ya °gC� _9, €�y ay pR �; � a �; phi @lS�r•g °', a ��� f q`�1•e y �
fa 9 g sgg6;g.�c3E tlyl�sa)' s W
s
W
W
nM to
W
0 LJJ
� U
O
LL
Q
2%,
L)
J
EXHIBIT 2
r
w �$A 4
947.755 AC.,
i
l
sITE
r
i w R
C;Ii4lTY- 14AP�
14 �
EXHIBIT 3
y
+� TRACT 6
TRACT
1 yM
CTRACT 2
ks
w
TRACT:
1 �
1947.755 AG
s
T R A C T 5
NZ
�%�. � • !! ,��?'�� � fir.. � � 1
Ui ITT -1TY, T1fA`P=
y
EXHIBIT 3B
swowmm+a ,aR•vAkmauwa f'.�"' 'h $a
d'dW`JNIN02 wrRr..nwsw �:
.s�l mR+.wa� e?�Icr'�yy kk
XL'ZiNNOS Dui `caiaaq ; c [ �,
NHId 2i31SIdW (00d) Sl1t211 tlN003S /au Ore 3 x LL
dIg m0
iffi
to
- I a 1�dFi 4
1 I I
�— •x.11 -� :I � € �� " ' 3 ��` P�� €[i'd,�g�y:it! �� �dli¢¢
.:r O tCYa Is64 ij3el4llE'�t °ii�4� �S
it
-fill
�is[ 4�E•E
qog
�ts�� ilC�� �
amili t gr 2iae!lil. i H� i
:sl
it
..,s..,• .1� rte,,. —..1♦ ` , =�`�F y �'1 I �«�•,!C -1^_. I � .¢
J
IL
t� 4y1
1 I J
1 1
-- Q- • - - - - --
L
EXHIBIT 4
�`1AMti � �. wY ye�J.`
jN
�'
�� b ���`'
- �\
.. � � y - `., �i
.. � �.
' _ -. �:�
... w r
'"
-qlrw�
14.100
tir
II
VA
EXHIBIT 6
rrld 4l uWeaWY �H C 1
-- 66BSMB64CIa°d 40e1'd69 @45/h
z annoow rvrna aBisvw
Xl'Z1213HOS o 'aa as 9i = w
NVId U31SVW taad) S"IIVH.L VNO03S /quo >3 � 1 m o
raa a SSS °'i z
a.
° LL$ S 8 gie�9� °Se�elSS�� 6E S;g a U
® @ipia99gSSG,aa�; siii m i
U
IN
3 Si °� s6ge9913��9i9 ifli� ipPj m y
.I
0:0
! I F 0
QU^
v,
ao°
3 v
OZ
c 59
O
e
Y*�1��,+r
P.. ,
�y r
to � �J. _• ,
.\ c
X01.
`ek1.
"l
EXHIBIT7A
EXHIBIT 7B
EXHIBIT 8
ANN
YW . 8+ ..
t
COMMUN[TY
MODULE PLAN V\
w
AKOZZU.
Ic
.y.
1 ter•
�r
In
..- COMMUNLTY ,
MODULE PLAN °w
- � 4
•4. i
lr,
_ v
I
=a .
Y�11 "z', 11 M "11 1!149' PI I'lil': �
44 rr
Xll3T Bi)lt0 V C93MC3IM Wl D.D. TRAIL "
1 '
EXHIBIT 10
-
��� » x
�
�y
�
�
�■ °
\J
1-11
d
-
. g
-
/2
: \
�
� \
EXHIBIT II
TRACT 1:13.669 ac
Legal Description for the 13.669 acre tract generally located at the SE corner of that portion of Module II
located north of Lower Seguin and west of FM 1518 (Additional Tract 1):
A 13.669 acre tract of land, being all of that 13.52 acre tract of land which is the remaining portion of a
125.0 acre tract of land as recorded in Volume 2257, Page 56, Deed Records of Bexar County, Texas, as
conveyed to Conrad J. Hillert, recorded in Volume 1412, Page 627 of the Official Public Records of Bexar
County, Texas, and being out of the Jeronimo Leal Survey No. 79, Abstract No. 424, Bexar County, Texas,
and being more particularly described by metes and bounds as follows:
BEGINNING at a found Texas Department of Transportation Concrete Monument Type 2 in the
southwest right -of -way of F.M. 1518, a variable width right -of -way, and in a northeast line of the 125.0
acre tract and for the northeast corner of a 1.00 acre tract of land conveyed to Ruby J. Isaacks Newman,
recorded in Volume 6505, Page 630, Deed Records of Bexar County, Texas, and for an easterly southeast
corner of the 13.52 acre tract and the tract described herein;
THENCE: S 59° 30' 05" W along and with the north line of the 1.00 acre tract and a south line of the
13.52 acre tract, a distance of 143.14 feet to a found iron pipe for the northwest corner of the 1.00 acre
tract and an interior corner of the 13.52 acre tract and the tract described herein;
THENCE: S 10° 18' 55" E along and with the west line of the 1.00 acre tract and an east line of the 13.52
acre tract, a distance of 334.32 feet to a set 1/2" iron rod with Blue Plastic Cap stamped "KFW
Surveying" in the northwest right -of -way line of Lower Seguin Road, a variable width right -of -way, for
the southwest corner of the 1.00 acre tract and the southerly southeast corner of the 13.52 acre tract
and the tract described herein;
THENCE: S 60° 01' 07" W along and with the northwest right -of -way line of the Lower Seguin Road and
the southeast line of the 13.52 acre tract, a distance of 104535 feet to a set 1/2" iron rod with Blue
Plastic Cap stamped "KFW Surveying" for the southerly southeast corner of a 34.007 acre tract of land
conveyed to Schertz 1518 Ltd., recorded in Volume 11492, Page 57 of the Official Public Records of
Bexar County, Texas and for the southwest corner of the 13.52 acre tract and the tract described herein;
EXHIBIT 12
TRACT 1
THENCE: N 30° 42'46" W along and with a northeast line of the 34.007 acre tract and a southwest line of
the 13.52 acre tract, a distance of 496.11 feet to a found 1/2" iron rod for an interior corner of the
34.007 acre tract and the northwest corner of the 13.52 acre tract and the tract described herein;
THENCE: N 59° 39' 08" E along and with a southeast line of the 34.007 acre tract and the northwest line
of the 13.52 acre tract, a distance of 1367.10 feet to a set 1/2" iron rod with Blue Plastic Cap stamped
"KFW Surveying" in the southwest right -of -way line of F.M. 1518, in a curve to the right, for an easterly
southeast corner of the 34.007 acre tract and the northeast corner of the 13.52 acre tract and the tract
described herein;
THENCE: along and with a southwest right -of -way line of F.M. 1518, with a curve to the right having a
radius of 2825.00 feet, an arc of 197.97 feet, a delta of 4 °00'55 ", and a chord bears S 12 °24'44" E, a
distance of 197.93 feet to the POINT OF BEGINNING and containing 13.669 acres, or 595,406 square feet
more or less, in the City of Schertz, Bexar County, Texas, and being described in accordance with an
exhibit prepared by KFW Surveying.
EXHIBIT 12 Cont.
TRACT 2:40.68 ac
Johnson surveying, Inc,
RegWeredProfessional Land Surveyor
METES AND BOUNDS DESCRIPTION
34.689 ACRES OF LAND OUT OF THE JERONIMO LEAL SURVEY 79, ABSTRACT 424, COUNTY BLOCK 5058,
BEXAR COUNTY, TEXAS, AND BEING OUT OF A 45.68 ACRE TRACT OF LAND DESCRIBED IN DEED RECORDED
IN VOLUME 13319, PAGE 2202, REAL PROPERTY RECORDS, BEXAR COUNTY, TEXAS; SAID 34.689 ACRES
BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A TXDOT DISC FOUND ON THE SOUTH RIGHT -OF -WAY LINE OF LOWER SEGUIN ROAD
MARKING THE NORTHWEST CORNER OF SAID 45.68 ACRE TRACT;
THENCE NORTH 62 DEGREES 34 MINUTES 01 SECONDS EAST 18.13 FEET ALONG THE SOUTH RIGHT -OF -WAY
LINE OF LOWER SEGUIN ROAD TO A 1/2" IRON ROD FOUND WITH CAP MARKED "3959 ";
THENCE CONTINUING ALONG THE SOUTHERLY RIGHT -OF -WAY LINE OF LOWER SEGUIN ROAD AND ALONG A
CURVE TO THE RIGHT HAVING THE FOLLOWING PARAMETER: RADIUS= 686.78 FEET, ARC'LENGTH= 600.09
FEET, CHORD BEARING= NORTH 85 DEGREES, 14 MINUTES, 26 SECONDS EAST AND CHORD LENGTH= 581.18
FEET TO 1/2" IRON ROD FOUND;
THENCE SOUTH 71 DEGREES 08 MINUTES 03 SECONDS EAST 15.35 FEET CONTINUING ALONG THE SOUTH
RIGHT -OF -WAY LINE OF LOWER SEGUIN ROAD TO A 1/2" IRON ROD SET WITH CAP MARKED "RPLS 5578 ";
THENCE CONTINUING ALONG THE SOUTH RIGHT -OF -WAY LINE OF LOWER SEGUIN ROAD AND ALONG A
CURVE TO THE LEFT HAVING THE FOLLOWING PARAMETERS: RADIUS= 603.70 FEET, ARC LENGTH= 31.18
FEET, CHORD BEARING= SOUTH 70 DEGREES 44 MINUTES 12 SECONDS EAST AND CHORD LENGTH= 31.18
FEET TO A 1/2" IRON ROD FOUND MARKING THE NORTHEAST CORNER OF SAID 45.68 ACRE TRACT AND THIS
TRACT;
THENCE SOUTH 29 DEGREES 56 MINUTES 57 SECONDS EAST 1916.54 FEET ALONG THE EAST LINE OF SAID
45.68 ACRE TRACT TO A 1/2" IRON ROD FOUND MARKING THE MOST EASTERLY CORNER OF THIS TRACT;
THENCE SOUTH 59 DEGREES 32 MINUTES 16 SECONDS WEST 841.28 FEET CROSSING SAID 45.68 ACRE
TRACT TO A 1/2" IRON ROD FOUND ON THE WEST LINE OF SAID 45.68 ACRE TRACT MARKING THE MOST
SOUTHERLY CORNER OF THIS TRACT;
THENCE NORTH 23 DEGREES 03 MINUTES 32 SECONDS WEST 2223.45 FEET ALONG THE WEST LINE OF SAID
45.68 ACRE TO THE POINT OF BEGINNING AND CONTAINING 34.689 ACRES OF LAND.
Joel Christian Jolhnson, R.P.L.S.
Date
Basis of Bearings: Texas State Plane Coordinate System — South Central Zone (NAD 83) (CORS)
A survey drawing was prepared this date to accompany this Description
Job No.: 670 - 001 -000
/7890 Blancu Rd., Bldg. 3, Suite 306. Son Antonio, TX 78232 o 0 10) 838 -9838 • (2 /O) 747 -6138 fax
EXHIBIT 13
TRACT 2
Johnson surveying, .Inc.
Registered Professional Land Surveyor
METES AND BOUNDS DESCRIPTION
6.000 ACRES OF LAND OUT OF THE JERONIMO LEAL SURVEY 79,
ABSTRACT 424, COUNTY BLOCK 5058,
BEXAR COUNTY, TEXAS, AND BEING OUT OF A 45.68 ACRE TRACT OF LAND DESCRIBED IN DEED RECORDED
IN VOLUME 13319, PAGE 2202, REAL PROPERTY RECORDS,
BEXAR COUNTY TEXAS, AND BEING A PORTION
OF A CALLED 6.000 ACRE TRACT AS DESCRIBED IN DEED RECORDED IN VOLUME 11185, PAGE 1820, REAL
PROPERTY RECORDS, BEXAR COUNTY, RECORDS, AND A PORTION OF A CALLED 5.000 ACRE TRACT AS
VOLUME DESCRIBED IN DEED RECORDED IN 1185, PAGE 1823, REAL PROPERTY
COUNTY, TEXAS. SAID 6.000 ACRES BEING MORE PARTICULARLY DESCRIBED AS FO RECORDS, OWSBEXAR
COMMENCING AT A TXDOT DISC FOUND ON THE SOUTH RIGHT -OF -WAY LINE OF LOWER SEGUIN ROAD
MARKING THE NORTHWEST CORNER OF SAID 45.68 ACRE TRACT;
THENCE SOUTH 23 DEGREES 03 MINUTES 32 SECONDS EAST 2223.45 FEET ALONG THE WEST LINE OF SAID
45.68 ACRE TRACT TO A 1/2" IRON ROD FOUND
THENCE NORTH 59 DEGREES 32 MINUTES 16 TRACT TO A 11/2" IRON ROD SET WITH CAP MARKED 55 8 SET FOR THE POINT OF BEGINNING NG OF THIS E
TRACT;
THENCE TRACT TO A 1R 2H DEGREES 32 MINUTES
FOUND ON THE 16 SECONDS EAST 476.35 FEET CROSSING SAID 45.68 ACRE
EAST LINE D E OF SAID 45 6 TRACT;
ACRE ACT;
SAID 45.68 ACRE TRACT O A 152 "nR ALONG
IRON ROD FOUND MARKING THE MOST EASTERLY CORNER OF THISE OF
TRACT;
THENCE CAP MARKED SOUTH 50" MARKING THE MOST EASTERLY D N ROD FOUND WITH
CORNER OF SAID 5 0 0 ACRE TRACT
3
MARKED "55 SECONDS TO A 1/2" IRON ROD SET WITH CAP
THENCE SOUTH 59 DEGREES 32 MINUTES 07 78" MARKING THE MOST SOUTHERLYCORN R OF THIS TRACT;
THENCE NORTH 29 DEGREES 59 MINUTES 04 SECONDS WEST 548.62 FEET TO THE POINT OF BEGINNING
lioel NTAIN G 6 000 ACRES OF LAND.
Chd n nson, R.P.L.S.
Date
Basis of Bearings: Texas State Plane Coordinate System — South Central Zone (NAD 83) (CORS)
A survey drawing was prepared this date to accompany this Description
Job No.: 670 -001 -000
17840 Blanco Rd . Bldg. 3. Suite 306, San Antonio, TX 78232 • (210) 858 -9838 • (210)147- 6138.fax
EXHIBIT 13 Cont.
TRACT 3:1.501 ac
LEGAL DESCRIPTION
The following described property:
Field notes of a 1.501 acre tract of land situated In the City of Schertz, Bexar County,
Texas and being out of the Julian Diaz Survey No, fib, Abstract 187, County Block 5059,
and being that same 1.5 acre tract conveyed to Bill R. Freeman and Mary Freemen, and
described in deed recorded in Volume 9485, Page 534, Official Public Records of Bexar
County, Texas, and being more particularly described by metes and bounds as follows:
Beginning at a 1/2" Iron pin found in the Southwest line of Farm to Market Road 1518 at
the cast corner of said 1.5 acre tract and this tract, being a North comer of a 10.00 acre
tract described in deed recorded In Volume 11918, Page 1922.
Thence S 59 degrees 38' 11" W. 192.11 feet to a 1/2" iron pin found at the South corner
of said 1.5 acre tract, being an interior comer of said 10.00 acre tract.
Thence N 30 degrees 32' 15" W. 340.03 feet to a 1/2" iron pin found at the West comer of
said 1.5 acre tract, being an interior corner of said 10.00 acre tract.
Thence N 59 degrees 38' 02" E, 192.42 feet to a 1/2" iron pin found in the Southwest line
of Farm to Market Road 1518, being a East corner of said 10.00 acre tract and being the
North corner of said 1.5 acre tract and this tract.
Thence S 30 degrees 29' 07" E. 340.04 feet along the Southwest line of Farm to Market
Road 1518 to the place of beginning and containing 1.501 acres of land according to a
survey made on the ground.
All 1/2" iron pins set with orange plastic cap "RPLS 4020 ".
EXHIBIT 14
TRACT 4:1.00 ac
FIELD NOTES
December 7, 2017
BEING 1.000 acre of land, more of less, out of the Geronimo Leal Survey No. 79, Abstract 424, County Block
5058, City of Schertz, Bexar County, Texas and also being described as a 1 acre tract in Volume 6505, Page 630
of the Deed Records of Bexar County, Texas and being more particularly described as follows:
BEGINNING at a concrete R.O.W. marker found in the existing north R.O.W. line of Lower Seguin Road at the
south end of the cut -off line from the existing west R.O.W. line of F. M. Highway 1518 for a corner of this tract
and a comer of the above referenced 1 acre tract;
THENCE, S 6036'09" W, 91.56 feet (S 60 °W, 92.5 feet- 6505/630) along said south R.O.W. line to an iron rod
found in same for the southwest corner of this tract and a corner of a 13.669 acre tract described in Volume 15542,
Page 551 of the Real Property Records of Bexar County, Texas;
THENCE, N 0949'00" W, 333.04 feet (Ref. Brg. N 0949' W, 334.5 feet - 6505/630) generally along an existing
fence and the common line with said 13.669 acre tract to an iron pipe found for the northwest corner of this tract
and an interior corner of said 13.669 acre tract;
THENCE, N 6023'29" E, 143.04 feet (N 60 °E, 143.1 feet - 65051630) generally along an existing fence and the
common line with said 13.669 acre tract to a concrete R.O.W. marker found in the existing west line of F. M.
Highway 1518 for the northeast corner of this tract and a corner of said 13.669 acre tract;
THENCE, along said west R.O.W. line in a southerly direction along a curve to the right and having a central an-
gle of one 19'38," a radius of 2825.00 feet, a tangent distance of 32.73 feet, an arc length of 65.44 feet and a chord
bearing and distance of S I M7'00" E, 65.45 feet to an iron rod set for the end of this curve;
THENCE, S 0927'l 1 " E, (S 09'49'E- 6505/630) 218.10 feet along said west R.O.W. line to an iron rod set in same
at the north end of the cut -off line to the north line of Lower Seguin Road;
THENCE, S 25°17'49" W, 82.20 feet (S 25115' W, 83 feet - 6505/630) along said cut -off line to the POINT OF BE-
GINNING and containing 1.000 acre of land, more or less.
OF
;'s r s
J. M. BUTZJJR.
................2024
QSS9U
Note: Plat also prepared this day.
J. M. Butz, Jr.
Registered Professional Land Surveyor
EXHIBIT 15
TRACT 5:57.46 ac
FIELD NOTES
September 18, 2019
BEING 2.010 acres of land, more or less, out of the Julian Diaz SurveyNo. 66, Abstract 187, County
Block 5059, Bexar County, Texas and also being out of a 4.991 acre tract described in Volume
8354,. Pag 909 of the Real Property Records of Bexar County, Texas and being more particularly
described as follows:
BEGINNING at an iron rod found in the common line with a 5.000 acre tract described in Volume
14514, Page 528 of the Real Property Records of Bexar County, Texas for the most southerly comer
of this tract and the most southerly comer of the above reference 4.991 acre tract, said point also
being the most easterly corner of a 4.000 acre tract described in Volume 8354, Page 460 of the Real
Property Records of Bexar County, Texas;
THENCE, N 30000'54" W, (N30 °20'23" W- 83541460)119.06 feet generally along an existing wire
fence and the common line with said 4.000 acre tract to an iron found in same for a corner of this
tract and the most southerly corner of a 0.50 acre tract described in Volume 9392, Page 1253 of the
Real Property Records of Bexar County, Texas;
THENCE, N 59 ° 50'29" E, 170.29 feet (N59 °35'37 "E, 168.32 feet- 9392/1253) along the common
line with said 0.50 acre tract to an iron rod found for an interior corner of this tract and the most
easterly corner of said 0.50 acre tract;
THENCE, N 30-23-56" W, 129.62 feet (N30 °21'45" W, 129.45 feet- 9392/1253) along the common
line with said 0.50 acre tract to an iron rod found in the common line with a 9.977 acre tract
described in Volume 18693, Page 578 of the Real Property Records of Bexar County, Texas for a
comer of this tract and the most northerly comer of said 0.50 acre tract;
THENCE, N 59 037'47" E, (N 59 °39'37" E- 83541909) 271.61 feet generally along an existing wire
fence and the common line with said 9.977 acre tract to a metal fence corner post found for the most
northerly corner of this tract and the most westerly corner of a 2.49 acre tract described in Volume
16138, Page 967 of the Real Property Records of Bexar County, Texas;
THENCE, S 29 ° 54'52" E, 248.79 feet (S 30 °19'18" E, 248.25 feet - 16138/967) generally along an
existing wire fence and the common line with said 2.49 acre tract, crossing said 4.991 acre tract to
an iron rod found in the common line with a 15.00 acre tract described in Volume 18733, Page 1544
of the Real Property Records of Bexar County, Texas for the most easterly corner of this tract and
the most southerly corner of said 2.49 acre tract;
THENCE, S 59 °42'23" W, (S 59 °40'39" W- 83541909) 251.17 feet along the common line with said
15.00 acre tract to an iron rod found for an angle point of this tract and the most northerly comer of
said 5.000 acre tract;
THENCE, S 59 044'20"W, (S 59 °40'39" W- 8354/909)189.42 feet along the common lline with said
5.000 acre tract to the POINT OF BEGINNING and containing 2.010 acres of land, more or less.
Note: Plat ais6`6rWarW Lhis.day.--,
%ST
Butz, Jr.
'P egistered Professi n d Surveyor �4oF
No. 2024
FN19 -149
EXHIBIT 16
TRACT 5
FIELD NOTES
August 11, 2017
BEING 0.504 acre of land, more or less, out of the Julian Diaz Survey No. 66, Abstract 187, County Block
5059, Bexar County, Texas and being described as a 0.50 acre tract in Volume 9392, Page 1253 of the Real
Property Records of Bexar County, Texas and being more particularly described as follows:
BEGINNING at an iron rod found in the common line with a 10.000 acre tract described in Volume 13868,
Page 1327 of the Real Property Records of Bexar County, Texas for the most westerly corner of this tract
and the most westerly corner of said 0.50 acre tract, said point also being the most northerly corner of a
4.000 acre tract described in Volume 8354, Page 460 of the Real Property Records of Bexar County, Texas;
THENCE, N 59 °37'47" E, 169.42 feet (N59 °35'19 "E, 168.4] feet - 9392/1253) generally along an existing
fence and the common line with said 10.000 acre tract to an iron rod found in same for the most northerly
corner of this tract and the most northerly corner of said 0.50 acre tract, said point being S 59 °3747" E,
881.93 feet from an iron rod found in the existing southwest R.O.W. line of F. M. Highway 1518 for the
most easterly corner of said 10.000 acre tract;
THENCE, S 30 023'56" E, 129.65 feet (S 30 °21'45 "E, 129.45 feet- 9392 /1253) along the common line with
the remaining portion of a 4.991 acre tract described in Volume 8354, Page 909 of the Real Property
Records of Bexar County, Texas to an iron rod found for the most easterly corner of this tract and the most
easterly corner of said 0.50 acre tract;
THENCE, S 59 050'29" W, 170.29 feet (S 59 °3537" W,168.32feet- 9392 /1253) along the common line with
the remaining portion of said 4.991 acre tract to an iron rod found in the common line with said 4.000 acre
tract;
THENCE, N 30 °00'54" W, 129.02 feet (N30-24'04" W, 129.24 feet - 9392/1253) generally along an existing
fence and the common line with said 4.000 acre tract to the POINT OF BEGINNING and containing 0.504
acre of land, more or less.
Note: Plat als epared this da
.... ...
J. M..SUIZ, JR.
J. Butz, Jr. 2024.. ..
Registered Professional I_ id Surveyor �, Pie 0t..p
No. 2024 �• '•$ g,
FN17 -127
EXHIBIT 16 Cont.
TRACT 5
FIELD NOTES
July 27, 2017
BEING 9.977 acres of land, more or less, out of the Julian Diaz Survey No. 66, Abstract 187, County
Block 5059, Bexar County, Texas and also being described as a 10.00 acre tract in Volume 13868,
Page 1327 of the Real Property Records of Bexar County, Texas and being more particularly
described as follows:
BEGINNING at an iron rod found in the existing southwest R.O.W. line of F. M. Highway 1518 for
the most easterly comer of this tract and the most easterly corner of the above referenced 10.00 acre
tract, said point also being the most northerly corner of a 1.000 acre tract described in Volume
11742, Page 1697 of the Real Property Records of Bexar County, Texas;
THENCE, S 59 °43'33" W, (S 59 °39'04" W- 1386811327) 434.47 feet (S 59 °46'11 "W 435.60 feet -
1 1 74211 69 7) generally along an existing fence and the common line with said 1.000 acre tract to an
iron rod found for the an angle point of this tract and the most westerly corner of said 1.000 acre
tract;
THENCE, S 59 037'47" W, (S 59 °39'04" W- 1386811327) 616.88 feet (S 59 039137" W, 615.98 feet -
83541909) generally along an existing fence and the common line with a 2.49 acre tract described
in Volume 1613 8, Page 967 of the Real Property Records of Bexar County, Texas: the remaining
portion of a 4.991 acre tract described in Volume 8354, Page 909 of the Real Property Records of
Bexar County, Texas and the common line with a 0.500 acre tract described in Volume 10187, Page
27 of the Real Property Records of Bexar County, Texas to an iron rod found for an angle point of
this tract and the most westerly corner of said 0.500 acre tract;
THENCE, S 59 °37'09" W, (S 59 °39'04" W- 1386811327) 698.97 feet (S 59 °3937' W, 700.04 feet -
83541460) generally along an existing fence and the common line with a 4,000 acre tract described
in Volume 8354, Page 460 ofthe Real Property Records ofBexar County, Texas to an ironrod found
for the most southerly corner of this tract and the most westerly comer of said 4.000 acre tract;
THENCE, N 28 °59'16" W, 249.16 feet (N29 000'13" W 248.80 feet - X386811327) generally along
an existing fence and the common line with a 9.968 acre tract described in Volume 9231, Page 2119
of the Real Property Records of Bexar County, Texas to an iron rod found in the common line with
a 145.427 acre tract described in Volume 11564, Page 1814 of the Real Property Records of Bexar
County, Texas for the most westerly corner of this tract and the most northerly corenr of said 9.968
acre tract;
THENCE, N 59 039'37" E, I745.68 feet (Ref Brg. N 59 °39137" E, 1745.52 feet- 1386811327)
generally along an existing fence and the common line with said 145.427 acre tract to an iron rod
found in the existing southwest R.O.W. line of F. M. Highway 1518 for the most northerly corner
of this tract and the most easterly corner of said 145.427 acre tract;
THENCE, S 30 °03'26" E, 248.76 feet (S30 011'36 "E, 248.45feet- 1386811327) along said southwest
R.O.W. line to the POINT OF BEGINNING and containing 9.977 acres of land, more or less.
Note: Plat al repared this
I. . Butz Jr. � 4:.....8111 L, JR.
?l
' 2024
....................
Registered Professional Land Surveyor 9 P °a o`' p
No. 2024 p' E s s ► .t
SU4ty�
FN17 -124
T 16 Cont.
TRACT 5
FIELD NOTES
August 11, 2017
BEING 14.994 acres of land, more or less, out of the Julian Diaz Survey No. 66, Abstract 187,
County Block 5059, Bexar County, Texas and being comprised of a 10.000 acre tract described in
Volume 1638, Page 193 of the Real Property Records of Bexar County, Texas and 4.994 acres out
of a 10.000 acre tract described in Volume 1599, Page 315 of the Real Property Records of Bexar
County, Texas and being more particularly described as follows:
BEGINNING at an iron rod found in the existing southwest R.O.W. line of F. M. Highway 1518 for
the most northerly comer of this tract and the most northerly comer of said 10.000 acre tract
described in Volume 1599, Page 315, said point also being the most easterly corner of a 2.49 acre
tract described in Volume 1613 8, Page 967 of the Real Property Records of Bexar County, Texas;
THENCE, S 30 °05'54" E, (S 30 °16'00" E- 1599 /315) along said southwest R.O.W. line passing the
most easterly corner of said 10.000 acre tract described in Volume 1599, Page 315 at 247.71 feet and
continuing a total distance of 494.33 feet to an iron rod found in same for the most easterly corner
of this tract and the most easterly comer of said 10.000 acre tract described in Volume 1638, Page
193;
THENCE, S 59 °42'25" W, 1767.14 feet (S5903937" W, 1766.07 feet- 16381193) generally along an
existing fence and the common line with a 10.000 acre tract described in Volume 1839, Page 504
of the Real Property Records of Bexar County, Texas; Lot 1, Block 2 of Boenig Subdivision as
recorded in Volume 8600, Page 159 of the Deed and Plat Records of Bexar County, Texas and a
14.199 acre tract described in Volume 1.7653, Page 2384 of the Real Property Records of Bexar
County, Texas to an iron rod found in the common line with a 10.000 acre tract described in Volume
10054, Page 1692 of the Real Property Records of Bexar County, Texas for the most southerly
comer ofthis tract and the most southerly corner of said 10.000 acre tract described in Volume 1638,
Page 193;
THENCE, N 28-58'19" W, 246.78 feet (N29-06'11" W, 247.05 feet - 1638/193) generally along an
existing fence and the common line with said 10.000 acre tract described in Volume 10054, Page
1692 to an iron rod set for the most westerly corner of this tract and the most westerly corner of said
10.000 acre tract described in Volume 1638, Page 193, and also being the most southerly corner of
a 5.000 acre tract described in Volume 14514, Page 528 of the Real Property Records of Bexar
County, Texas;
THENCE, N 59 °44'23" E, 795.24 feet (N 59 °39'37" E, 794.80 feet - 14514/528) along the common
line with said 5.000 acre tract to an iron rod set for a corner of this tract and a corner of said 5.000
acre tract and the beginning of a curve to the right;
THENCE, along the common line with said 5.000 acre tract in a northeasterly direction and having
a central angle of 141 °03'36" , a radius of 50.00 feet (50.00 feet - 145141528), a tangent distance of
141.43 feet, an arc length of 12 3. 10 feet (122.17 feet- 145141528) and chord bearing and distance of
N 39 °37'07" E, 94.28 feet (N39 03927 "E, 93.97feet- 145141528) to an iron rod set for the end of this
curve and the beginning of a curve to the left;
EXHIBIT 16 Cont.
TRACT 5
Page 2 (14.994 acres)
THENCE, along the common line with said 5.000 acre tract in an easterly direction and having a
central of 49'55'25", a radius of 20.00 feet, (20.00 feet - 145141528) a tangent distance of 9.31 feet,
an are length of 17.43 feet, (17.45 feet- 14514/528) and a chord bearing an distance of N 84 °41'46" E,
16.88 feet (N 84 °39'12 "E, 16.90 feet - 145141528) to an iron rod found for the end of this curve and
a corner of this tract and a corner of said 5.000 acre tract, said point also being a corner of a 50'
Ingress -Egress Easement described in Volume 14514, Page 528 of the Real Property Records of
Bexar County, Texas;
THENCE, N 30 °17'43" W, 222.81 feet (N30 °20'57" W, 220.70feet- 145141528) along the common
line with said 5.000 acre tact to an iron rod found in the common line with a 4.991 acre tract
described in Volume 8354, Page 909 of the Real Property Records of Bexar County, Texas for a
corner of this tract and the most northerly corner of said 5.000 acre tract;
THENCE, N 59 °42'23" E, (N5903937" E- 15991-315) 864.04 feet generally along an existing fence
and the common line with said 4.991 acre tract and said 2.49 acre tract to the POINT OF
BEGINNING and containing 14.994 acres of land, more or less.
Note: Plat als par this da.
OF
s r
fT...............................
J. M. BUTZ, JR.
Butz, Jr. ..: 2024
r
Registered Professional and Surveyor 9tia �e $ s oo
No. 2024 'a U R'
FN17 -126.1
EXHIBIT 16 Cont.
TRACT 5
FIELD NOTES
August 11, 2017
BEING 3.987 acres of land, more or less, out ofthe Julian Diaz SurveyNo. 66, Abstract 187, County
Block 5059, Bexar County, Texas and being described as a 4.000 acre tract in Volume 8354, Page
460 of the Real Property Records of Bexar County, Texas and being more particularly described as
follows:
BEGINNING at an iron rod found in the common line with a 10.000 acre tract described in Volume
13868, Page 1327 ofthe Real Property Records of Bexar County, Texas for the most northerly corner
of this tract and the most northerly corner of the above referenced 4.000 acre tract, said point also
being the most westerly corner of a 0.50 acre tract described in Volume 9392, Page 1253 of the Real
Property Records of Bexar County, Texas;
THENCE, S 30 000'54" E, (S 30 020'23" E- 83541460) generally along an existing fence and the
common line with said 0.50 acre tract passing an iron rod found at 129.02 feet (129.24 feet -
9392/1253) and continuing along the common line with the remaining portion of a 4.991 acre tract
described in Volume 8354, Page 909 of the Real Property Records of Bexar County, Texas a total
distance of 248.09 feet (248.10 feet- 8354/460) to an iron rod found in the common line with a 5.000
acre tract described in Volume 14514, Page 528 of the Real Property Records of Bexar County,
Texas for the most easterly corner of this tract and the most easterly corner of said 4.000 acre tract;
THENCE, S 59 °42'15" W, 703.95 feet (S 59 °42'11 " W, 706.03 feet - 83541460) along the common
line with said 5.000 acre tract to an iron rod found in the common line with a 10.000 acre tract
described in Volume 10054, Page 1692 ofthe Real Property Records ofBexar County, Texas for the
most southerly comer of this tract and the most southerly corner of said 4.000. acre tract;
THENCE, N 28 °51'36" W, 247.13 feet (N28 °57'15" W, 247.65 feet - 8354/460) generally along an
existing fence and the common line with said 10.000 acre tract and a 9.968 acre tract described in
Volume 9231, Page 2119 of the Real Property Records of Bexar County, Texas to an iron rod found
in same for the most westerly corner of this tract and the most westerly corner of said 4.000 acre
tract, said point also being the most southerly corner of said 10.000 acre tract described in Volume
13868, Page 1327;
THENCE, N 59 °37'09" E, 698.97 feet (N 59 °3937" E, 700.04 feet- 8354/460) generally along an
existing fence and the common line with said 10.000 acre tract to the POINT OF BEGINNING and
containing 3.987 acres of land, more or less.
Note: Plat al aced this
J 1. Butz, Jr. "i �a ... 2024 ...1:
Registered Professional .and Surveyor 9' 0� 0 ..0
'!+� •. F s s J...A
No. 2024 s u R
FN17 -126.2
EXHIBIT 16 Cont.
TRACT 5
STATE OF TEXAS
COUNTY OF BEXAR
Field note description of a 5.01 acre tract of land out of the Julian Diaz Survey No. 66, Abstract No.
187, County Block 5059 in Bexar County, Texas. Said 5.01 acre tract of land being the same land as
described in a Corrective Foreclosure Sale Deed to U.S. Bank, N.A. as Trustee for the Registered
Holders of Structured Asset Securities Corporation Mortgage Pass - through Certificates, Series
2007 -TC1, recorded in Volume 14514, Page 528 of the Official Public Records of Bexar County, Texas.
Said 5.01 acre tract of land also being out of a called 10.0 acre tract of land as described in a Deed to
Salustiano A. Pino, recorded in Volume 1599, Page 315 of the Official Public Records of Bexar
County, Texas. Said 5.01 acre tract of land being more particularly described by metes and bounds as
follows:
COMMENCING at a one half inch iron rod found on the southwest right -of -way line of F.M. Highway
1518 (80' ROW), for the north corner of a called 10.0 acre tract of land as described in a deed to Roy
B. Juarez and wife Edna M. Juarez, recorded in Volume 1839, Page 504 of the Deed Records of Bexar
County, Texas.
THENCE along the southwest right -of -way line of F.M. Highway 1518, North 30° 32' 00" West, a
distance of 247.59 feet to a "x" found in concrete in the center of a fifty -foot wide ingress and egress
easement and being the east corner of a called 10.000 acre tract of land as described in a deed to
Salustiano A. Pino, recorded in Volume 1599, Page 315 of the Deed Records of Bexar County, Texas,
and North 30° 32' 00" West, a distance of 247.65 feet to a "x" found for the north corner of the
aforesaid 10.000 acre tract of land.
THENCE along the northwest line of the aforesaid 10.000 acre tract of land, South 590 13' 49" West,
a distance of 663.70 feet to a one half inch iron rod found for the north corner and point of
BEGINNING of the herein described 5.01 acre tract of land.
THENCE cutting into the aforesaid 10.000 acre tract of land, South 30° 48' 21" East, a distance of
222.73 feet, (record being South 30° 20' 57" East, a distance of 220.70 feet) to a one half inch iron
rod found for the east corner of this tract and being the P.C. of a curve to the right.
THENCE with said curve to the right (whose radius is 20.00 feet, central angle is 49° 59' 06" and
whose chord bears South 840 11'48" West, a distance of 16.90 feet) an arc distance of 17.45 feet to
a one half inch iron rod set for the P.R.C. of a curve to the left.
THENCE with said curve to the left (whose radius is 50.00 feet, central angle is 1390 44' 10" and
whose chord bears South 39° 19' 16" West, a distance of 93.89 feet) an arc distance of 121.94 feet
to a one half inch iron rod set for the end of the curve and being on the southeast line of the
aforesaid 10.000 acre tract of land.
THENCE with the southeast line of the aforesaid 10.000 acre tract, South 59° 13' 31" West, a
distance of 795.26 feet, (record being South 59° 39' 37" West, a distance of 794.80 feet) to a one
half inch iron rod found for the south corner of this tract, same being the south corner of the
aforesaid 10.000 acre tract of land.
THENCE with the southwest line of this tract and the northeast line of a tract of land as conveyed to
Jennifer Varelans, recorded in Volume 10054, Page 1692 of the Official Public Records of Bexar
County, Texas, North 29° 23' 43" West, a distance of 248.54 feet (record being North 29° 06' 10"
West, a distance of 245.77 feet) to a one half inch iron rod found for the west corner of this tract
and the south corner of a tract of land as conveyed to Salustiano A Pino, recorded in Volume 8354,
Page 460 of the Official Public Records of Bexar County, Texas.
THENCE with the northwest line of this tract and the southeast line of the Salustiano A. Pino tract,
North 59° 17' 02" East, a distance of 892.76 feet (record being North 59° 39' 37" East, a distance of
893.07 feet) to a the POINT OF BEGINNING.
EXHIBIT 16 Cont.
TRACT 5
STATE OF TEXAS
COUNTY OF BEXAR
Field note description of a non - exclusive ingress and egress easement over a 1.18 acre tract of land out of the
Julian Diaz Survey No. 66, Abstract No. 187, County Block 5059 in Bexar County, Texas. Said ingress and
egress easement being the same easement as described in a Corrective Foreclosure Sale Deed to U.S. Bank,
N.A. as Trustee for the Registered Holders of Structured Asset Securities Corporation Mortgage Pass - through
Certificates, Series 2007 -TC1, recorded in Volume 14514, Page 528 of the Official Public Records of Bexar
County, Texas. Said ingress and egress easement being partially out of a called 10.0 acre tract of land as
described in a Deed to Salustiano A. Pino, recorded in Volume 1599, Page 315 of the Official Public Records
of Bexar County, Texas. Said ingress and egress easement being more particularly described by metes and
bounds as follows:
COMMENCING at a one half inch iron rod found on the southwest right -of -way line of F.M. Highway 1518
(80' ROW), for the north corner of a called 10.0 acre tract of land as described in a deed to Roy B. Juarez and
wife Edna M. Juarez, recorded in Volume 1839, Page 504 of the Deed Records of Bexar County, Texas.
THENCE along the southwest right -of -way line of F.M. Highway 1518, North 30° 32' 00" West, a distance of
247.59 feet to a point for the center of a fifty foot wide ingress and egress easement and being the point of
BEGINNING of the herein described ingress and egress easement.
Thence continuing along the southwest right -of -way line of F.M. Highway 1518, North 30° 32' 00" West, a
distance of 25.32 feet to a point for the north corner of this ingress and egress easement.
THENCE along the northwest line of this ingress and egress easement, South 59° 12' 13" West, a distance of
862.65 feet to a point for the P.C. of a curve to the right.
THENCE with said curve to the right (whose radius is 20.00 feet, central angle is 49° 59'06" and whose chord
bears South 840 11' 48" West, a distance of 16.90 feet) an arc distance of 17.45 feet to a one half inch iron
rod set for the P.R.C. of a curve to the left.
THENCE with said curve to the left (whose radius is 50.00 feet, central angle is 139° 44' 10" and whose chord
bears South 39° 19' 16" West, a distance of 93.89 feet) an arc distance of 121.94 feet to a one half inch iron
rod set for the P.C.C. of the curve and being on the southeast line of the aforesaid 10.000 acre tract of land.
THENCE continuing with said curve to the left (whose radius is 50.00 feet, central angle is 140° 15' 24" and
whose chord bears North 79° 19' 28" East, a distance of 94.05 feet) an arc distance of 122.40 feet to a point
for the P.R.C. of a curve to the right.
THENCE with said curve to the right (whose radius is 20.00 feet, central angle is 49° 59' 26" and whose chord
bears North 84° 11' 29" East, a distance of 16.90 feet) an arc distance of 17.45 feet to a point for the P.T. of
the curve.
THENCE with the southeast line of this ingress and egress easement, North 59° 12' 13" East, a distance of
862.41 feet to a point on the southwest right -of -way line of F.M. Highway 1518.
THENCE along the southwest right -of -way line of F.M. 1518, North 30° 32'00" West, a distance of 24.67 feet
to the POINT OF BEGINNING.
EXHIBIT 16 Cont.
TRACT 5
FIELD NOTES
August 11, 2017
BEING 20.003 acres of land, more or less, out of the Julian Diaz Survey No. 66, Abstract 187,
County Block 5059, Bexar County, Texas and being comprised of a 9.968 acre tract described in
Volume 9231, Page 2119 and a 10.000 acre tract described in Volume 10054, Page 1692, both in
the Real Property Records of Bexar County, Texas and being more particularly described as follows:
BEGINNING at an iron rod found in the existing northeast R.O.W. line of Ware - Seguin Road for
the most southerly corner of this tract and the most southerly comer of the above referenced 10.000
acre tract, said point also being the most westerly comer of Lot 2 of the Boenig Subdivision, Unit
1 as recorded in Volume 7800, Page 85 of the Deed and Plat Records of Bexar County, Texas;
THENCE, N 40 °41'55" W, 85.28 feet (N40 °48'00" W, 85.28feet- 1005411692) along said northeast
R.O.W. line to an iron rod set in same for an angle point of this tract;
THENCE, N 33 011'23" W, 30.62 feet (N28-5423"' W, 30.64 feet - 10054/1692) along said northeast
R.O.W. line to an iron rod set for an interior comer of this tract, and the common corner with said
9.968 acre tract;
THENCE, S 58 °29'07" W, 30.44 feet (S 58 °2731 " W, 30.41 feet - 9231/2119) along the northwest
R.O.W. line of said Ware - Seguin Road to an iron rod set for a corner of this tract and the southerly
comer of said 9.968 acre tract;
THENCE, N 28 °56'17" W, 1598.70 feet (N29 006'10" W, 1598.01 feet - 9231/2119) generally along
an existing fence and the common line with a 91.288 acre tract described in Volume 11601, Page
2280 ofthe Real Property Records of Bexar County, Texas to an iron rod found for the most westerly
corner of this tract and the most westerly corner of said 9.968 acre tract;
THENCE, N 59 °59'10" E, 509.96 feet.(N59 °39'37 "E, 509.12 feet - 9231/2119) generally along an
existing fence and the common line with a 145.276 acre tract described in Volume 11564, Page 1814
of the Real Property Records of Bexar County, Texas to an iron rod found for the most northerly
corner of this tract and the most northerly corner of said 9.968 acre tract, said point also being the
most westerly corner of a 10.000 acre tract described in Volume 13868, Page 1327 of the Real
Property Records of Bexar County, Texas;
THENCE, S 28 059'16" E, 249.16 feet (S 28 °00'13 "E, 248.80feet- 1386811327) generally along an
existing fence and the common line with said 10.000 acre tract to an iron rod found for an angle
point of this tract and the most southerly comer of said 10.000 acre tract;
THENCE, S 28 °51'36" E, 247.12 feet (S 28 °57'15" E, 247.65 feet- 8354/460) generally along an
existing fence and the common line with a 4.000 acre tract described in Volume 8354, Page 460 of
the Real Property Records of Bexar County, Texas to an iron rod found for an angle point of this
tract and the most southerly comer of said 4.000 acre tract;
EXHIBIT 16 Cont.
TRwACT 5
Page 2 (20.003 acre tract)
THENCE, S 28 058'19" E, (S29 006'10 "E - 1005411692) 494.53 feet generally along an existing fence
and the common line with a 5.000 acre tract described in Volume 14514, Page 528 of the Real
Property Records of Bexar County, Texas and a 10.000 acre tract described in Volume 1638, Page
193 of the Real Property Records of Bexar County, Texas to an iron rod found for an angle point of
this tract and the most southerly corner of said 10.000 acre tract;
THENCE, S 29 °02'59" E, (S29 °06'10 "E -- 1005411692) 730.22 feet generally along an existing fence
and the common line with a 14.199 acre tract described in Volume 17653, Page 2384 of the Real
Property Records of Bexar County, Texas to an iron rod found for the most easterly corner of this
tract and the most easterly corner of the 10.00 acre tract described in Volume 10054, Page 1692 of
the Real Property Records of Bexar County, Texas, said point also being the most northerly corner
of said Lot 2 of the Boenig Subdivision, Unit 1;
THENCE, S 61004'30" W, 461.40 feet (S 61 °5825" W, 461.71 feet - 10054/1692) generally along an
existing fence and the common line with said Lot 2 to the POINT OF BEGINNING and containing
20.003 acres of land, more or less.
Note: Plat als thio,F
srF-.0"
............................
J. M. BUTZ, JR.
J. utz, Jr. .... 2024 ........
Registered ProfessiL and Surveyor 9'� °� o ?�'i
�Y�., s s -1
No. 2024 s u MN
FN17 -125
EXHIBIT 16 Cont.
TRACT 6:6.00 ac
Being a total of 6.0 acres, more or less, out of the Geronimo Leal Survey No. 79, Abstract
424, County Block 5058, Bexar County, Texas, and being the sum of both (a) the 6.0
acres, more or less, described in the Warranty Deed dated December 27, 1983 and
recorded in Volume 3004, Page 2010, Real Property Records of Bexar County, Texas,
and
(b) the 6.0 acres, more or less, described in the Warranty Deed dated February 27, 1984
and recorded in Volume 3044, Page 0290, Real Property Records of Bexar County,
Texas, SAVE AND EXCEPT that 6.0 acres, more or less, conveyed to Wells Fargo
Bank, N.A. pursuant to that Substitute Trustee's Deed dated. January 5, 2010 and recorded
in Volume 14350, Page 367, Real Property Records of Bexar County, Texas (the
"Property ")
EXHIBIT 17
SECOND AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
FOR
REINVESTMENT ZONE NUMBER TWO
CITY OF SCHERTZ, TEXAS
SEDONA & THE CROSSVINE DEVELOPMENT PROJECT
2020
TABLE OF CONTENTS
I. DEFINITIONS
II. REPRESENTATIONS
III. THE PROJECT
IV. DUTIES AND OBLIGATIONS OF DEVELOPER
V. CONVEYANCE OF CERTAIN PROPERTY TO THE CITY
VI. STANDARDS FOR CERTAIN PUBLIC IMPROVEMENTS
VII. DUTIES AND OBLIGATIONS OF CITY, ZONE BOARD AND OTHER TAXING
UNITS
VIII. FURTHER AGREEMENTS REGARDING THE PROJECT
IX. COMPENSATION TO DEVELOPER
X. INSURANCE
XI. DEFAULT AND REMEDIES
XII. ADDITIONAL COUNTY REMEDIES
XIII. INDEMNIFICATION
XIV. INSPECTIONS AND EXAMINATION OF RECORDS
XV. ASSIGNMENT AND SUBCONTRACTING
XVI. INDEPENDENT CONTRACTORS
XVII. EMPLOYMENT PRACTICES
XVIII. TAXES
XIX. NOTICES
XX. CHANGES AND AMENDMENTS
XXI. MISCELLANEOUS
I
TABLE OF CONTENTS
Continued
EXHIBITS
A. Project and Financing Plan: Reinvestment Zone #2 ( Sedona and The Crossvine)
B. Approved "PDD ": Zoning Master Plan and Master Development Plans for Sedona and
The Crossvine
2
SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
This SECOND AMENDED and RESTATED DEVELOPMENT AGREEMENT (this
"Agreement ") dated as of . 2020 (the "Effective Date ") is among the CITY OF
SCHERTZ, TEXAS, a Texas home rule municipality (the "City "); BEXAR COUNTY, TEXAS,
a political subdivision of the State of Texas, acting through its County Judge (The "County ");
REINVESTMENT ZONE NUMBER TWO, CITY OF SCHERTZ, TEXAS, a tax increment
reinvestment zone (the "Zone "), acting by and through its duly authorized Board of Directors (the
"Zone Board "); and SCHERTZ 1518, LTD., a Texas limited partnership (the "Developer ") (all
entities referenced collectively referred to as the "Parties" and sometimes individually as a
"Party ").
RECITALS
WHEREAS, both the City and the County recognize the importance of their continued
role in economic development;
WHEREAS, by Ordinance No. 06 -T -61, dated December 19, 2006, the City (i) created
the Zone in accordance with the Act (as defined in Section 1.1) to encourage development,
community revitalization and infrastructure improvements in the Zone which would not otherwise
occur solely through private investment in the reasonably foreseeable future, and (ii) created the
Zone Board;
WHEREAS, the Act authorizes the expenditure of funds derived within a reinvestment
zone, whether from bond proceeds or other funds, for the payment of expenditures made or
estimated to be made and monetary obligations incurred or estimated to be incurred by a
municipality establishing a reinvestment zone, for costs of public works or public improvements
in the zone, plus other costs incidental to those expenditures and obligations, consistent with the
project plan of the reinvestment zone, which expenditures and monetary obligations constitute
project costs, as defined in the Act (the "Project Costs ");
WHEREAS, on October 27, 2008, by Resolution, the Zone Board adopted a Final Project
Plan and Reinvestment Zone Financing Plan (the "Project and Financing Plan ") providing for
improvement of the Zone;
WHEREAS, the City approved the Project and Financing Plan for the Zone by Ordinance
No. 08 -T -50, on November 4, 2008, the terms and exhibits of which are to be incorporated herein
where referenced;
WHEREAS, pursuant to Section 311.010(b) of the Act and City Ordinance No. 06 -T -61,
dated December 19, 2006, the Zone Board has been granted the authority to enter into such
agreements the Zone Board considers necessary or convenient to implement the Project and
Financing Plan and to achieve the purposes of developing the Zone;
3
WHEREAS, pursuant to said authority above and a resolution dated November 3, 2008,
the Zone Board entered into a binding agreement with the City, the County, and the Developer
for Developer to develop the Zone, as specified in the Project and Financing Plan; and
WHEREAS, the City, by Resolution No. 08 -R -50, on November 4, 2008, authorized the
Mayor, the City Manager, or a designated representative to execute a Development Agreement,
which was ultimately entered into by the Parties on November 19, 2008 (the "Original
Development Agreement "); and
WHEREAS, the Parties recognize that the national economic crisis resulted in slowed
development within the City from 2007 -2014, specifically within the Zone, which directly
impacted the length of time needed to complete the Project within the Zone as proposed in the
Original Development Agreement; and
WHEREAS, in recognition of a change in the development climate, and in order to
continue progress of the Project, the Parties agreed to amend the Original Development Agreement
to reflect a revised Project, which amendments were reflected in an Amended and Restated
Development Agreement ( "First Amended Development Agreement ") approved and adopted by
the City via Resolution No. 15 -R -80 on September 15, 2015, which approval included a revised
Project and Financing Plan; and
WHEREAS, 151.16 acres of property within the Zone is located within the Air Installation
Compatible Use Zone, Accident Potential Zone II (the " AICUZ Development Area ") and was
originally zoned and available for development of two lots per acre for a total planned development
in the AICUZ Development Area of 302 lots;
WHEREAS, at the request of the City, and Joint Base San Antonio the Developer
voluntarily agreed not to develop the AICUZ Development Area and it has since been permanently
dedicated to a conservation easement;
WHEREAS, the Parties recognize that there continue to be economic forces and realities
that require the Developer to be flexible and to modify the original Project plans in order to
maintain the project's viability and its importance to the City as a collaborative development, and
in recognition of the need for continued flexibility, the Parties have agreed to amend the First
Amended Development Agreement; and
WHEREAS, the Parties acknowledge that Developer has submitted Reimbursement
Request #7 reflecting reimbursable expenditures in the Current Approved Reimbursement Amount
which has been approved by the Board; and, the Board has acknowledged that all conditions,
requirements, and contingencies associated with the reimbursement of the Current Approved
Reimbursement Amount have been satisfied by the Developer;
WHEREAS, the Parties acknowledge that the total sum of $2,000,000.00 in Tax Increment
Funds has been distributed to Developer as of the date hereof under the terms of the Development
Agreement;
4
WHEREAS, the Parties do hereby wish to amend and restate in full the terms and
provisions of the First Amended Development Agreement, so that from and after the Effective
Date, this Second Amended and Restated Development Agreement shall negate, replace and
supersede the Original Development Agreement; and
WHEREAS, the City, by Resolution No. , on , 2020, authorized
the Mayor, the City Manager, or a designated representative to execute this Agreement on behalf
of the City and to bind it to the terms and conditions herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations,
and benefits contained in this Agreement, the City, the County, the Zone Board, and the Developer
hereby agree as follows:
I. DEFINITIONS
1.1 As used in this Agreement, the following terms shall have the meanings indicated
unless a different meaning is specifically provided herein or the context otherwise requires:
"Acknowledgement of Completion" shall mean written acknowledgement by the City that
the Developer has issued its Letter of Final Completion, in which the City agrees that the specific
Phase of the Public Improvements (as defined herein) has reached Completion and that the City
has accepted the dedication thereof. For the purposes hereof, the Acknowledgement of
Completion may be denominated by separate titles or names and need not be titled as
Acknowledgement of Completion.
"Act" shall mean the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as
amended.
"Architectural Standards" shall mean those standards and requirements for Public
Improvements, landscaping, fencing and screening, residential and commercial construction,
building materials (including extent and location on improvements), entry features, green spaces
and common areas, Must Build Trails and Roads, and similar elements which are established in or
required by the PDD.
"Authority" means the San Antonio River Authority, a Texas river authority.
"Captured Appraised Value" shall mean the total appraised value of property in the Zone
as of January 1 of any year less the Tax Increment Base (as defined herein).
"Letter of Final Completion" shall mean a written notice to the City from the Developer
that a specific Phase of the Public Improvements was constructed as specified in and Substantially
in Accordance with the Project and Financing Plan and in this Agreement, and that such Phase of
the Public Improvements complies with all the City codes and published standards for the
particular types of improvements in question.
"City Council" shall mean the City Council of the City.
5
"City Manager" shall mean the City Manager of the City or his designee.
"Completion" shall mean completing the construction of the Phase of the Public
Improvements Substantially in Accordance with the Project and Financing Plan and with this
Agreement so that particular Public Improvements can be used and maintained for their intended
purposes, as certified by the City's architect, engineer, or other City official having responsibility
for inspecting and certifying such improvements.
"Construction Schedule" shall mean the timetable, as it may be amended by the Developer,
for constructing the Public Improvements which, among other things, sets forth the projected time
periods for the Completion of the Phases.
"Contract Progress Payment Request" shall mean a request from the Developer for
reimbursement due to Developer for successfully completing work on all or a specified portion of
a Phase of the Public Improvements in the Zone, accompanied by customary documentation
including the name and address of the entity or entities that performed the work, a copy of the
invoice from such entity or entities, a description of the contract pursuant to which the payment is
made, the amount of such payment, the original amount of the contract or contracts, total payments
made to date on such contract or contracts, an estimate of remaining work to be completed on the
specific improvement, the cost of such work, all customary lien and/or subcontractor releases, and
a statement from an independent architect or engineer stating that they have inspected the work,
that it was completed in the percentage or amount shown in the invoice and that the Public
Improvements were constructed Substantially in Accordance with the approved Project and
Financing Plan. The Contract Progress Payment Request may alternately be titled "Sedona-
Schertz TIRZ #2 Reimbursement Invoice # _" (or similar) and may also include all other
reimbursable amounts permitted under this Agreement and under the Act.
"Current Approved Reimbursement Amount" shall mean, as of the date hereof, the sum of
$35,267,464.52 which is the amount of the most recent Contract Progress Payment Request
(denominated as Sedona - Schertz TIRZ #2 Reimbursement Invoice #7) which has been approved
by the Zone Board. The Current Approved Reimbursement Amount shall further mean, the
amount approved by the Zone Board pursuant to any further and additional Contract Progress
Payment Requests as they are submitted and approved from time to time.
"Effective Date" shall mean the date upon which the last of the Parties has duly executed
the Agreement.
"Fair Minimum Wage Rate" shall mean a full -time wage rate that exceeds the poverty level
for a family of four, as determined annually by the U.S. Department of Health and Human Services.
" Interlocal Agreement" shall mean the Amended and Restated Interlocal Agreement of
even date herewith by and among the City, the County, the Authority and the Zone providing for
Tax Increment revenue contribution for the Zone.
"Maximum Total Reimbursement" shall have the meaning set forth in Section 3.4.
2
"Module" or "Modules" shall mean the separate and distinct phases of the construction of
the Public Improvements Substantially in Accordance with the Project and Financing Plan,
attached hereto as "Exhibit A," and may also herein be referred to as "Unit" or "Units." For the
purposes hereof and for further clarification, references to Module or Modules or to Unit or Units
may also refer to separate individual segments or components of each Module or Unit and need
not encompass an entire Module or Unit.
"Plamied Development District" or "PDD" shall mean the Zoning Master Plan and Master
Development Plans approved by City ordinance for that certain area of the Property described
therein, and which is subject to revision, also by City ordinance, attached hereto as "Exhibit B ".
"Project" shall mean the Sedona mixed -use development proposed in the Original
Development Agreement and the proposed The Crossvine mixed -use development on the Property
which may include residential subdivisions, public parks, a fire station/EMS facility, commercial
development, multi - family development, a school site, and all of the Phases of the design,
construction, assembly, installation, and implementation of the Public Improvements in the Zone
as more specifically detailed in the Project and Financing Plan and in this Agreement, as either
may be amended from time to time.
"Project and Financing Plan" shall mean the "Final Project Plan and Reinvestment Zone
Financing Plan" for the Zone attached hereto as "Exhibit A ", as amended from the Final Project
Plan and Reinvestment Zone Financing Plan dated September 15, 2015 which was attached to the
First Amended Development Agreement (the "First Amended Project and Financing Plan "), as
amended from the Final Project Plan and Reinvestment Zone Financing Plan approved on October
27, 2008 (the "Original Project and Financing Plan"), and as further amended from time to time
by the Zone Board and the City.
"Property" shall mean the approximately 947.755 acres that will be developed under the
Project, more particularly described in the Project and Financing Plan.
"Public Improvements" shall mean streets and turn lanes, sidewalks, crosswalks, walking
trails, streetlights, water, wastewater, and electrical utilities (including but not limited to lines and
similar facilities), drainage improvements, and other area -wide public improvements including,
but not limited to, drainage improvements, sewer plant improvements, sewer force main, parkland
improvements, landscaping, and all other public improvements to be constructed by the Developer
in the Zone in accordance with the Act, the Project and Financing Plan, and this Agreement, as
any may be amended from time to time.
"Substantially in Accordance with the Project and Financing Plan" shall mean construction
and development of Public Improvements substantially similar to the description set forth in the
Project and Financing Plan (including Construction Schedules or similar additional reporting
requirements) and as subsequently approved, developed, and accepted by the City in accordance
and compliance with the terms, conditions, standards, and requirements of the PDD and which
does not materially diminish the utility or intended use of the Public Improvements or the
Architectural Standards of the Project.
"Tax Increment" shall mean the aggregate amount of property taxes levied each year on
the Captured Appraised Value by all Taxing Units.
"Tax Increment Base" shall mean the taxable value of all real property within the Zone at
the time the Zone was initially created.
"Tax Increment Fund" shall mean the "Reinvestment Zone Number Two, City of Schertz,
Texas Tax Increment Fund" created by the City within its treasury for the benefit of the Zone,
including any subaccount therein, into which all Tax Increments shall be deposited upon collection
by the City, the County, and /or the Authority.
"Taxing Unit" shall mean each of the City, the County, the Authority, and any other taxing
unit (as defined in the Act) which participates in the Zone.
"Zone" shall mean Reinvestment Zone Number Two, City of Schertz, Texas.
1.2 Singular and Plural: Words used herein in the singular, where the context so
permits, also includes the plural and vice versa, unless otherwise specified.
II. REPRESENTATIONS
2.1 The City represents to the Developer that as of the date hereof the City is a home
rule municipality located in Bexar, Comal, and Guadalupe Counties, Texas, and has authority to
carry out the obligations described in this Agreement.
2.2 The City and the Zone Board represent to other Taxing Units and to the Developer
that as of the date hereof the Zone is a tax increment reinvestment zone established by the City in
Ordinance No. 06 -T -61 adopted on December 19, 2006 and amended by Ordinance No.
adopted on , 2020, pursuant to and following all applicable procedural requirements
in the Act; and that the Zone Board, as established in said Ordinances, has authority to carry out
the obligations described in this Agreement.
2.3 The Developer represents to the City and the Zone Board that it is a limited
partnership organized in the State of Texas by and through its general partner, MTR- Schertz 1518
Management Company, LLC, a Texas limited liability company, that it has the authority to enter
into this Agreement and to perform the requirements of this Agreement; that entering into this
Agreement and the performance of the requirements hereunder will not cause a default or breach
of any other obligations of the Developer; that its performance under this Agreement shall not
violate any applicable judgment, order, law or regulation; that its performance under this
Agreement shall not result in the creation of any claim against the City, the County or the Zone
for money or performance, any lien, charge, encumbrance, or security interest upon any asset of
the City, the County or the Zone; and that it owns land representing more than fifty percent (50 %)
of the appraised value of the Property included within the boundaries of the Zone.
2.4 The City, the County, the Zone Board, and the Developer represent to each other
that the execution, delivery, and performance of this Agreement on their part does not require
consent or approval of any person that has not been previously obtained.
2.5 The City, the County, the Zone Board, and the Developer represent that they
understand and agree that neither the City nor the Zone Board shall issue any tax increment revenue
bonds to cover any costs directly or indirectly related to the Developer's improvements in the Zone
under this Agreement without an amendment to this Agreement, the Project and Financing Plan,
and the Interlocal Agreement, such amendments to be approved by all applicable participating
Taxing Units. The offer of such an amendment is in the sole discretion of the City which is under
no obligation to issue bonds.
2.6 The City, the County, the Zone Board, and the Developer represent to each other
that to the extent such funds are available, the City and the Zone Board shall only use Tax
Increment funds as compensation to Developer for designing and constructing the Public
Improvements required to be constructed Substantially in Accordance with the Project and
Financing Plan and this Agreement.
2.7 The Developer represents to the Zone Board, the City and the County that it fully
understands that any contributions made by the Developer in anticipation of reimbursement shall
not be, nor construed to be, financial obligations of any Taxing Unit or the Zone nor shall such
contributions ever become obligations of the general fund of any Taxing Unit. The Developer
shall bear all risks associated with reimbursement, including, but not limited to: insufficient
amounts or incorrect estimates of anticipated reimbursement, change in tax rates or tax collections,
changes in state law or interpretations thereof, changes in market or economic conditions
impacting the Project, changes in building and development code requirements, changes in City
or County policy, unanticipated effects covered under legal doctrine of force majeure, and /or other
unanticipated factors.
2.8 The Developer represents to the Zone Board, the City and the County that, as of the
date hereof, (i) there does not exist on the Property any environmental condition or any other matter
on or connected with the Property that would cause the imposition on the City, the County or the
Zone of environmental liabilities if such environmental condition or other matter were disclosed
to any governmental authority, and (ii) no hazardous materials have been dumped, landfilled,
stored, located or disposed of on the Property in violation of any applicable laws.
2.9 The Developer represents to the Zone Board, the City and the County that all of the
work done on the Public Improvements shall be contracted by Developer and that neither the
Developer nor its employees, representatives or agents will directly perform any work on the
Public Improvements to be reimbursed under this Development Agreement that would be
considered as work normally covered under Workers' Compensation insurance.
V]
III. THE PROJECT
3.1 The Project to be undertaken by Developer on the Property shall be as defined in
Section 1.1, including but not limited to the Public Improvements shown in the Project and
Financing Plan.
3.2 The Developer shall construct the Public Improvements Substantially in
Accordance with the Project and Financing Plan and according to Article IV of this Agreement.
Public Improvements to be reimbursed with Tax Increment collections shall be constructed by
Developer in compliance with all applicable laws, including Sections 212, 252 and 271 of the
Texas Local Government Code, as if the City were constructing the Public Improvements.
3.3 The Project is intended to be funded by the Developer's advancement of funds
which are anticipated to be reimbursed from Tax Increment collections, to the extent available, as
provided in the Project and Financing Plan.
3.4 Notwithstanding the foregoing, the City, the County, the Zone Board, and the
Developer acknowledge and agree that the City shall use Tax Increment collections to reimburse
the Developer up to the maximum total payment of Sixty -Six Million and No /100 Dollars
($66,000,000) (the "Maximum Total Reimbursement ") as full compensation for the Public
Improvements required to be constructed or acquired by the Developer Substantially in
Accordance with the Project and Financing Plan and this Agreement, which amount shall include
a maximum total payment of up to $17,820,000 from the County. The maximum amount to be
reimbursed for each Public Improvement shall be the actual costs of that Public Improvement (plus
any finance or interest cost, if applicable), as ultimately determined by the Zone Board. The Parties
hereto agree that neither the City nor the Zone Board can guarantee that the Tax Increment shall
be sufficient to completely reimburse the Developer for its actual costs (inclusive of finance costs
and interest), but that the Tax Increment shall constitute the only source of compensation to
Developer from the Taxing Units and the Zone Board for the construction of Public Improvements
for the Project.
3.5 It is hereby acknowledged by the Zone Board that (i) the Developer has submitted
Reimbursement Requests #147, (ii) the Zone Board has approved Sedona- Schertz TIRZ #2
Reimbursement Request #7 in the aggregate amount of the Current Approved Reimbursement
Amount; and (iii) the Zone Board has acknowledged that all conditions, requirements, and
contingencies associated with the reimbursement of the Current Approved Reimbursement
Amount set forth in this Agreement have been satisfied by the Developer.
IV. DUTIES AND OBLIGATIONS OF DEVELOPER
4.1 The Developer shall comply with all applicable provisions of the Act.
4.2 The Developer shall construct, or cause to be constructed, the Project on the
Property.
10
4.3 The Developer agrees to advance all amounts required to complete, or cause to be
completed, the Public Improvements. The Developer further agrees to provide, or cause to be
provided, all materials, labor, and services for completing the Project.
4.4 The Developer agrees, when required in connection with the Public Improvements
or the Project, to obtain or cause to be obtained all necessary permits and approvals from the City
and/or all other governmental agencies having jurisdiction over the construction of the
improvements in the Zone. The Developer shall be responsible for paying, or causing to be paid,
to the City and all other governmental agencies the cost of all applicable permit fees and licenses
required for construction of the Project.
4.5 The City and the Developer agree that the Public Improvements shall be
constructed in Phases, or Modules, as development of the Project occurs in accordance with the
approved PDD, as amended. The Developer agrees to cause the Project to be constructed
substantially in accordance with the Modules set forth in the approved PDD, as amended. The
Developer agrees to cause the Project to comply with the Architectural Standards. City and
Developer acknowledge that the time frames provided in the Construction Schedule, the Project
and Financing Plan, and the PDD are estimates only.
a. The Developer agrees to supervise all Modules of construction on the Project.
Any unit or separate area within a Module, once begun, must be completed and
cannot be abandoned.
b. The Developer shall not commence any construction on a new Unit within a
Module without preparing a revised Construction Schedule for that Phase which
shall be provided to the Zone Board upon request.
c. The Developer may change the sequence of and/or acceleration of and/or the
delay of the commencement or completion dates of all or any Phase of the
construction without prior notice to or consent by the City.
d. The Developer shall, prior to beginning construction on any Module of the
Public Improvements, obtain or cause to be obtained, by any contractors or
subcontractors, payment and performance bonds in amounts sufficient to cover
completion of the Public Improvements for such Module, and all insurance
coverage specified in Article X herein.
4.6 If Completion of the Project is delayed by reason of war, civil commotion, acts of
God, inclement weather, governmental restrictions, regulations, fire or other casualty, court
injunction, condemnation proceedings, interference by third parties, or any circumstances
reasonably beyond the Developer's control, then and in the event, the period of each such delay
will be added to extend the Construction Schedule and the Modules for the Developer's
performance under this Agreement.
4.7 The Developer shall issue or cause to be issued a Letter of Final Completion to the
City for items brought to completion by the Developer in constructing the Public Improvements.
11
Individual Letter(s) of Final Completion may be issued for individual Units or Modules or for
individual development areas therein at the election of the Developer.
4.8 The Developer (or its designee) shall maintain the Public Improvements until they
are dedicated and accepted by the City in accordance with Article V. After such acceptance and
the expiration of the warranty period described in Section 5.4, maintenance of the Public
Improvements shall be the sole responsibility of the City. Any cost of maintenance shall be
reimbursable under the TIRZ
4.9 The Developer shall provide nonmonetary aid and assistance to the City, the County
and the Zone Board as they may reasonably request in order to facilitate the goals of this
Agreement, such assistance to include providing reasonably requested documentation, entering
into reasonably required agreements, and executing certificates or other documentation that may
be required by the City, the County or the Zone Board.
4.10 The Developer shall cooperate with the City, the County and the Zone Board in
providing all necessary information to the City, the County and the Zone Board in order to assist
the City, the County and the Zone Board in determining Developer's compliance with this
Agreement. The Developer further agrees to provide periodic written reports of construction
progress to the City, the County and the Zone Board and the other Taxing Units annually and
within thirty (30) days after a request from the City, the County, the Zone Board or the other
Taxing Units.
V. CONVEYANCE OF CERTAIN PROPERTY TO THE CITY
5.1 The Developer shall dedicate or convey the Public Improvements to the City.
5.2 Upon (i) the Completion of each Phase of the Project, (ii) the Developer's receipt
from the City of an Acknowledgement of Completion therefor, and (iii) the payment therefor by
the Zone Board, the Developer shall deliver or cause to be delivered to the City a duly executed
and acknowledged Deed of Dedication (the "Deed ") and/or appropriate easements for all Public
Improvements, in a form acceptable to the City in its sole discretion. Deeds shall dedicate to the
City the real property covered by such Deeds, together with all improvements thereon and
appurtenances thereto and all easements and rights -of -way over property owned by the Developer
or other private parties and required to access, operate, and maintain Public Improvements. All
such dedications shall be free and clear of all liens, encumbrances, covenants, restrictions and other
matters, except for those approved of in writing by the City. Provided, further, upon mutual
agreement by the City and by Developer, Developer may deliver the Deed (and appropriate
easements) for the Public Improvements to the City prior to payment therefor by the Zone Board.
5.3 The Parties will cooperate to secure permissible sales tax exemptions to the extent
available.
5.4 The Developer shall also provide or cause to be provided a one year warranty
acceptable to the City from the date of transfer upon all Public Improvements, and the Developer
12
shall assign to the City all warranties and other contract rights of the Developer concerning the
design, acquisition, construction, installation, and inspection of the Public Improvements.
VI. STANDARDS FOR CERTAIN PUBLIC IMPROVEMENTS
6.1 As part of the consideration for the creation of the Zone and entering into this
Agreement, the Developer has agreed to construct the improvements Substantially in Accordance
with the Project and Financing Plan, "Exhibit A" herein. The Developer further agrees to the
following regarding certain public improvements:
a. Fire Station. The Developer was responsible, under the Original Development
Agreement and First Amended Development Agreement for contributions
regarding the construction of a fire station (the "Fire Station "), including cash and
land contributions. The Parties acknowledge that Developer originally made a
dedication and contribution of a tract of land located on Ware Seguin Road to the
City to be used for a fire station ( "Original Contributed Land "). Subsequently, the
City determined that a location on Lower Seguin Road was more appropriate for
such use and the Developer entered into a transaction with the City and has
conveyed 5.012 acres to the City for construction of fire station and emergency
services facility. (the "New Fire Station "). To the extent necessary, the Developer
hereby consents to the use by the City of the Original Contributed Land for any
purpose the City may determine in the future, including the subsequent sale of the
Original Contributed Land by the City with no development restrictions by
Developer. The Developer has subsequently entered into a Contract for the
contribution to the City of one -acre of land adjacent to the New Fire Station to be
used for the construction of an indoor shooting range by the City and by Randolph
Air Force Base (the "Shooting Range Land "). After the Developer's contributions
and transfers of the New Fire Station, the Shooting Range Land, the agreement not
to develop land situated in the AICUZ and other valuable consideration to and for
the benefit of the City, the Developer remains responsible for a contribution to the
City in the amount of Five - Hundred Thousand dollars ($500,000.00) to be paid in
full before December 31, 2020, which amount may be satisfied by applying said
amount as a credit against any reimbursement amounts due to Developer pursuant
to this Agreement.
b. Existing= Wastewater. As agreed to and recognized by the Parties, the
Developer has constructed a 65,000 gallon - per -day wastewater treatment plant
(hereinafter "Wastewater Plant ") and conveyed title of the underlying real property
upon which the Wastewater Plant is constructed to the City, while maintaining
ownership of the Wastewater Plant. City acknowledges that the Wastewater Plant
was constructed, and will be expanded, for the purpose of servicing only the
Project, and hereby agrees that Developer will continue to receive sole utilization
rights to the existing and expanded Wastewater Plant service capacity, exclusive of
all other developments and /or users. Additionally, City agrees to grant to Developer
access over, under and across the real property upon all of that tract or parcel of
land previously conveyed to the City by Developer and upon which the Wastewater
13
Plant is located for the use, operation, maintenance, repair, construction,
reconstruction, expansion of the Wastewater Plant and ingress and egress to and
from the Wastewater Plant, so long as, Developer continues to own, in whole or in
part, the Wastewater Plant.
c. FM 1518 Drainage UpTrade/Woman Hollering Creek Bridge. The Parties
herein agree and recognize that the Texas Department of Transportation, has
constructed and is constructing certain roadway improvements to FM 1518 over
Woman Hollering Creek (the "Bridge Improvements "). The Parties agree that any
and all responsibilities Developer had toward completion of the Bridge
Improvements pursuant to prior iterations of this Agreement have been satisfied
and that all costs expended by Developer toward those Bridge Improvements,
including but not limited to engineering or consultation cost, remain reimbursable
Project Costs under this Agreement.
d. "Must Build" Roads. The Developer hereby agrees to cause to be constructed
all "Must Build" Roads and Trails as those improvements are designated in the
Planned Development District Master Plans (the "PDD "), which is subject to
change and may be revised by City Ordinance. The parties acknowledge that (i)
the Must Build Roads and Trails in Module 1 have been constructed, and (ii) the
exact location of Must Build Roads and Trails in the remaining Modules may vary
depending upon topography and final land plans and that flexibility in the exact
location of the Must Build Roads and Trails is required. The parties agree that the
City's acceptance and approval of the location of roads and trails pursuant to an
approved Preliminary Plat shall constitute an acceptance and acknowledgement
that the Must Build Roads and Trails are in compliance with the PDD.
e. Open Space /Parkland. The Parties herein agree that the Developer has set aside
and dedicated to the City certain areas of real property as open space, parkland, and
a trail network as depicted in the approved PDD, as amended, which is subject to
change and may be revised by City Ordinance or as may otherwise be modified by
the City. Developer agrees to provide an easement to the public for access to the
trail network, "pocket parks," and greenbelt system created by Developer. Such
easement will not include access to the Amenities Center areas owned by the Home
Owners Associations within the Project, including the pool areas, as those areas are
labeled in the approved PDD or as they are ultimately constructed after approval
by the City. The City hereby agrees that Developer has satisfied the City's Land
Dedication requirements through the total parkland dedicated and access easements
described herein, and shall not be responsible for any parkland dedication fees or
Park Development Fees, including any future parkland, open space, or related
development fees, nor shall Developer be responsible for the Two Hundred and
Twenty -Five and No /100 Dollars ($225.00) per developed lot contribution
referenced in Sec. 8.4 of the Original Development Agreement.
14
VII. DUTIES AND OBLIGATIONS OF CITY, ZONE BOARD AND OTHER TAXING
UNITS
7.1 Neither the City nor the Zone Board shall be obligated to sell or issue any bonds to
pay or reimburse the Developer or any third party for Public Improvements or any other
improvements to the Zone performed under the Project and Financing Plan or under this
Agreement.
7.2 To the extent that such funds are available, the City and the Zone Board shall use
only available Tax Increment Funds to pay the Developer up to the amount of the Maximum Total
Reimbursement as full reimbursement for designing, constructing, installing, maintaining and
implementing the Public Improvements required under the Project and Financing Plan and this
Agreement. Notwithstanding any other provisions of this Agreement or the PDD for the Project
or Property previously approved by the City to the contrary, the City agrees that its obligation to
the Developer is separate from obligations due other developers who may construct within the
Zone. As long as the Developer pays its tax obligation as required and in a timely manner, to the
extent that the funds of the Zone are insufficient to meet every obligation of the City to all
developers within the Zone, the Developer will receive first priority in payment and be paid in full
for all of Developer's Reimbursements before City or Zone may satisfy any obligations to other
developers. Amongst those areas within the Property that may have improvements for which
reimbursement requests are made, the areas outside of the AICUZ areas will take first priority in
payment.
7.3 The City shall issue, or cause to be issued upon request and in response to a Letter
of Final Completion, an Acknowledgment of Completion of items satisfactorily brought to
Completion by the Developer in constructing the Public Improvements. An Acknowledgement of
Completion may be issued for any Module or portion of a Module.
7.4 The City and the Zone Board shall not unreasonably withhold, delay or condition
approval on requests from the Developer on matters under this Agreement.
7.5 Each of the Taxing Units agrees to contribute the Tax Increment designated in the
Project and Financing Plan from their ad valorem property taxes within the Zone to the Tax
Increment Fund pursuant to the Interlocal Agreement. In the event there is a conflict between the
Parties in regard to the amount of the Tax Increment owed by any one Participating Taxing Unit
(as defined in the Interlocal Agreement), the Parties agree that the Participating Taxing Unit whose
Tax Increment is disputed will contribute that portion which is undisputed to the Tax Increment
Fund. Thereafter the Participating Taxing Unit whose Tax Increment is disputed will be
responsible for reasonably determining which tax collections will be apportioned for purposes of
determining its Tax Increment. The annual Total Appraised Value of all real property taxable by
each Participating Taxing Unit located in the Zone shall be determined through an independent
third -party verification obtained from the Bexar County Appraisal District. Each Participating
Taxing Unit will verify taxes levied and collected in regard to the property contained with the
Zone.
15
7.6 Upon the request of Developer, the Zone Board and each of the Participating Tax
Units agree that the contributions from each Participating Taxing Unit into the Tax Increment Fund
may be paid to a Trustee to take receipt of such funds on behalf of and for the benefit of Developer
pursuant to a Trust Indenture. The payment of contributions by each of the Participating Tax Units
to such Trustee shall not increase, change, amend, or modify the obligations of the parties
hereunder.
7.7 Pursuant to the Interlocal Agreement (as such may be amended from time to time),
the Zone Board and each of the Participating Tax Units have agreed that their contributions shall
be paid into the Tax Increment Fund (or to the Trustee, as applicable) no later than the 31" day of
January of each calendar year for tax payments from the preceding tax year (the "PTU Payment
Date "). For the purposes of clarity and by way of example, ad valorem tax payments which are
due from landowners by December 31, 2018, shall be paid into the Tax Increment Fund by the
Participating Tax Units on or before January 31, 2020. The obligations of the Participating Tax
Units to pay their contributions into the Tax Increment Fund (or to the Trustee, as applicable) shall
be limited to those tax payments which have actually been received by each Participating Tax
Units. To the extent that a Participating Tax Unit shall receive tax payments after the PTU
Payment Date (a "Delinquent Payment "), such Participating Tax Unit shall make its required
contribution associated with such Delinquent Payment to the Tax Increment Fund on or before the
next succeeding PTU Payment Date. The Zone Board agrees that distribution of contributions
from the Tax Increment Fund (or from the Trust, as applicable) shall be made no later than thirty
(30) days after the PTU Payment Date. The contribution by each Participating Tax Unit of their
respective obligations to the Tax Increment Fund (or to the Trustee for the benefit of the Trust, if
applicable) shall constitute the authority for the Tax Increment Fund (or the Trustee, if applicable)
to distribute the contributions to the Developer or, if the contributions are made to the Trustee, to
such parties as the Developer may direct.
VIII. FURTHER AGREEMENTS REGARDING THE PROJECT
8.1 Intentionally deleted.
8.2 Intentionally Deleted.
8.3 The City acknowledges and agrees that fire flow is currently adequate for all
proposed development within the Property and that the Developer will not be required to construct
any facilities for additional fire flow, including but not limited to a new elevated water tank.
8.4 Intentionally Deleted.
8.5 The City and the Zone Board acknowledge that initial completion of the
Wastewater Plant did not occur prior to wastewater discharge from housing units, and that
completion of proposed expansion and upgrades to the Wastewater Plant may not occur prior to
wastewater discharge from other housing units. In the event that housing units constructed within
the Property discharge wastewater prior to the Wastewater Plant's completion or prior to the
Wastewater Plant's expansion, the City agrees to the "pump and haul" (method of wastewater
disposal that generally involves a truck/mechanism that pumps waste out of a system and hauls
16
away the waste to dispose of it) of wastewater from the lift station (or other appropriate site) to the
City's sewage treatment plant or to other reasonable alternative treatment plant approved by the
City. To the extent that the City or other responsible party does not assume the responsibility and
obligation for "pump and haul" costs, any such costs paid by Developer shall be eligible for
reimbursement under this Agreement.
8.6 Intentionally deleted.
IX. COMPENSATION TO DEVELOPER
9.1 In the event that the Developer complies with all of the requirements for
reimbursement set forth herein, the Developer shall receive up to the Maximum Total
Reimbursement as full compensation for the construction of the Project and the conveyance of the
Public Improvements to the City. The sole source of the funds to compensate the Developer for
satisfactorily completing the Project shall be derived from the Tax Increment collections.
9.2 Tax Increment collections shall be paid to the Developer (or to the Trustee, as
applicable) only after (i) the Zone Board's receipt and approval of Contract Progress Payment
Requests from Developer in excess of the tax increment collections previously paid to Developer,
(ii) previous issuance by the City of Acknowledgement(s) of Completion for Phases (or portions
thereof) for which Contract Progress Payment Requests have been submitted and approved, (iii)
the conveyance of the Public Improvements to the City which have been completed and for which
reimbursement is being made, and (iv) upon written request from the Zone Board, a written
representation from the Developer that the Architectural Standards have not been amended,
changed or modified, and that they have been consistently enforced and complied with. The
amount of such payments shall be based upon the Contract Progress Payment Requests received
from the Developer and approved by the Zone Board.
9.3 The approval by the Zone Board of Contract Progress Payment Request(s) shall be
prima facie evidence that, as of the date of such approval, (i) that all conditions, obligations, duties,
and requirements of Developer under this Agreement have been satisfied, (ii) that there are no
Defaults at that time, and (iii) there is no condition which, with the passage of time, giving of
notice, or both, would constitute a Default.
9.4 If Tax Increment funds do not exist in an amount sufficient to make reimbursement
payments in full when the payments are due to the Developer under this Agreement, partial
payments shall be made to the Developer and the remainder shall be paid if, as, and when Tax
Increment funds become available. No fees, costs, expenses, or penalties shall be paid to the
Developer on any late payment.
9.5 If any payment to the Developer is held invalid, ineligible, illegal, or unenforceable
under present or future federal, state or local laws, then and in that event it is the intention of the
Parties hereto that such invalid, ineligible, illegal or unenforceable payment shall be repaid in full
by Developer and redistributed to the Taxing Units pro rata and that the remainder of this
Agreement shall be construed as if such invalid, illegal or unenforceable payment was never
contained herein.
17
X. INSURANCE
10.1 Subject to the Developer's right to maintain reasonable deductibles in such amounts
as are approved by the City, the Developer shall obtain and maintain and/or cause its contractors
who do work on the Project to obtain and maintain in full force and effect during all Public
Improvement construction required by the Project and Financing Plan and this Agreement, at no
expense to any Taxing Unit, insurance coverage as specified below written on an occurrence basis
(per occurrence), by companies authorized and admitted to do business in the State of Texas and
rated "A -" or better by A.M. Best Company and otherwise acceptable to the City and the Zone
Board, in the following types and amounts:
Type Amount
(a) Professional Liability $1,000,000
(Claims Made Form)
[Developer and all contractors]
(b) Comprehensive General Liability Combined limits of $1,000,000 per
(including Broad Form Coverage, occurrence and $2,000,000 in the
Contractual Liability, Bodily and Personal aggregate or its equivalent in umbrella or
[Developer and all contractors] excess liability coverage
(c) Automobile Liability (any auto, including $1,000,000 combined single limit per
employer's non -owned and hired auto occurrence.
coverage)
(d) Workers' Compensation and Employer's Statutory
Liability [Contractors only] $500,000 1$500,000 1$500,000
10.2 The City and the Zone Board shall be entitled, upon request and without expense,
to receive copies of the policies and all endorsements thereto as they apply to the limits required
by the City and the Zone Board as set forth in Section 10.1 above, and may make a reasonable
request for deletion, revision, or modification of particular policy terms, conditions, limitations or
exclusions (except where policy provisions are established by law or regulation binding upon
either of the Parties hereto or the underwriter of any such policies). Upon such request by the City
or the Zone Board, the Developer shall exercise reasonable efforts to accomplish such changes in
policy coverage and shall pay all costs thereof. The County shall be entitled, upon request and
without expense, to receive copies of the policies and endorsements and any revisions and
modifications thereto.
10.3 The Developer agrees that, with respect to the above- required insurance, all
insurance contracts and Certificate(s) of Insurance shall contain the following required provisions:
a. Name the City, the County and the Zone Board and its officers, employees, and
elected representative as additional insureds;
18
b. Provide for an endorsement that the "other insurance" clause shall not apply to
the City, the County or the Zone Board where the City, the County or the Zone
Board is an additional insured shown on the policy;
c. Worker' compensation and Employers' General Liability Policy shall provide
a waiver of subrogation in favor of the city, the County and the Zone Board;
and
d. Such insurance may not be reduced or cancelled without at least thirty (30) days
prior written notice to the City, the County and the Zone Board.
10.4 The Developer agrees that with respect to Workers' Compensation and Employer's
General Liability Policy, the following apply:
a. Definitions:
"Certificate of Coverage ": A copy of a certificate of insurance, showing
required coverage for the duration of the Project.
"Duration of the Project" includes the time from the beginning of the work on
the Project until the work on the Project has been completed and accepted by
the City.
"Persons providing services on the project" ( "subcontractor" in §406.096 of the
Texas Labor Code): includes all persons or entities performing all or part of the
services the Developer has undertaken to perform on the Project, regardless of
whether that person contracted directly with the Developer and regardless of
whether that person has employees. This includes, without limitation,
independent contractors, subcontractors, leasing companies, motor carriers,
owner- operators, employees of any such entity, or employees of any entity
which furnishes persons to provide services on the Project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to the Project.
"Services" does not include activities unrelated to the Project, such as
food/beverage vendors, office supply deliveries, and delivery of portable toilets.
b. The Developer must provide a Certificate of Coverage to the City and the
County. If the coverage period shown on the Developer's current Certificate of
Coverage ends during the duration of the Project, the Developer must, prior to the
end of the coverage period, file a new Certificate of Coverage with the City and the
County showing that coverage has been extended.
c. The Developer shall obtain from each person providing services on the Project,
and provide to the City and the County:
19
(1) A Certificate of Coverage, prior to that person beginning work on the
Project, so the City and the County will have on file Certificates of Coverage
showing coverage for all persons providing services on the Project; and
(2) No later than seven (7) days after receipt by the Developer, a new
Certificate of Coverage showing extension of coverage, if the coverage period
shown on the current Certificate of Coverage ends during the duration of the
Project.
d. The Developer shall retain all required Certificates of Coverage for the duration
of the Project and for one year thereafter.
e. The Developer shall notify the City and the County in writing by certified mail
or personal delivery, within ten (10) days after the Developer knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the Project.
f. The Developer shall post on each Project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission (the
"Commission "), informing all persons providing services on the Project that they
are required to be covered, and stating how a person may verify coverage and report
lack of coverage.
g. The Developer shall contractually require each person with whom it contracts
to provide services on the Project to:
(1) provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of its
employees providing services on the Project, for the duration of the Project;
(2) provide to the Developer, prior to that person beginning work on the
Project, a Certificate of Coverage showing that coverage is being provided for
all employees of the person providing services on the Project, for the duration
of the Project;
(3) provide the Developer, prior to the end of the coverage period, a new
Certificate of Coverage showing extension of coverage, if the coverage period
shown on the current Certificate of Coverage ends during the duration of the
Project;
(4) obtain from each other person with whom it contracts, and provide to the
Developer:
(a) a Certificate of Coverage, prior to the other person beginning work
on the Project; and
20
(b) a new Certificate of Coverage showing extension of coverage, prior
to the end of the coverage period, if the coverage period shown on the
current Certificate of Coverage ends during the duration of the Project;
(5) retain all required Certificates of Coverage on file for the duration of the
Project and for one year thereafter;
(6) notify the City and the County in writing by certified mail or personal
delivery, within ten (1) days after the person knew or should have known, of
any change that materially affects the provision of coverage of any person
providing services on the Project; and
(7) contractually require each person with whom it contracts to perform as
required by this Subsection 10.4(g), with the Certificates of Coverage to be
provided to the person for whom they are providing services.
h. By signing this Agreement or providing or causing to be provided a Certificate
of Coverage, the Developer is representing to the City, the County and the Zone
Board that, although the Developer may contract for the development of any portion
of the Project, neither the Developer nor any of the Developer's employees,
representatives or agents will directly provide services on the Project, and that all
of Developer's contractors will be covered by workers' compensation coverage for
the duration of the Project, that the coverage will be based on proper reporting of
classification codes and payroll amounts, and that all coverage agreements will be
filed with the appropriate insurance carrier or, in the case of a self - insured, with the
Commission's Division of Self- Insurance Regulation. Providing false or
misleading information may subject the Developer to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
i. The Developer's failure to comply with any of these provisions is a breach of
this Agreement by the Developer which entitles the City to declare this Agreement
void if the Developer does not remedy the breach within ten (10) days after receipt
of notice of breach from the City, and allows the County to take action pursuant to
Section 11.2.
10.5 The Developer shall notify the City, the County and the Zone Board in the event of
any notice of cancellation, non - renewal or material change in coverage and shall give such notices
not less than thirty (30) days prior to the change, or ten (10) days' notice for cancellation due to
non - payment of premiums, which notice must be accompanied by a replacement Certificate of
Coverage. All notices shall be given to the City and the zone Board at the following address:
City of Schertz, Texas
1400 Schertz Parkway
Schertz, Texas 78154
Attn: City Manager
21
and to the County at the following address
Department of Community Investment
233 N. Pecos, Suite 590
San Antonio, Texas 78207
Attn: Executive Director
10.6 If the Developer fails to maintain the aforementioned insurance, or fails to secure
and maintain the aforementioned endorsements, the City or the Zone Board may obtain such
insurance, and deduct and retain the amount of the premiums for such insurance from any sums
due to the Developer under this Agreement; however, procuring of said insurance by the City or
the Zone Board is an alternative to other remedies the City or the Zone Board may have, and is not
the exclusive remedy for failure of the Developer to maintain said insurance or secure such
endorsements.
10.7 Nothing herein contained shall be construed as limiting in any way the extent to
which the Developer may be held responsible for payments of damages to persons or property
resulting from the Developer's or its subcontractors' performance of the work covered under this
Agreement.
XI. DEFAULT AND REMEDIES
11.1 The occurrence of any of the following shall be an "Event of Default" by the
Developer or a "Developer Default ":
a. the failure of the Developer to perform or observe any of the obligations,
covenants or agreements to be performed or observed by the Developer under this
Agreement. and the continuation of such failure for a period of sixty (60) days (or
shorter period if permitted by another provision of this Agreement) after notice
from the City, the County or the Zone Board of such failure; provided however, if
such default is incapable of effective cure during such cure period, then, in that
event, Developer shall not be in default if Developer undertakes to cure such default
during such cure period and diligently prosecutes the cure to completion;
b. the breach by the Developer of any of its representations hereunder; and/or
c. if the Developer files a voluntary petition in bankruptcy or insolvency or for
reorganization or arrangement under the Bankruptcy Code of the United States (the
"Bankruptcy Code ") or under any insolvency act of any state, or voluntarily takes
advantage of any such law or act by answer or otherwise or is dissolved or admits
its bankruptcy or insolvency or an inability to satisfy its creditors or makes a general
assignment for the benefit of creditors; or if all or substantially all of the assets of
the Developer are attached, seized, subjected to a writ or distress warrant or are
levied upon, or come in to the possession of any receiver, trustee, custodian, or
assignee for the benefit of creditors, and such proceeding or action is not vacated,
22
stayed, dismissed, set aside or otherwise remedied within ninety (90) days after the
occurrence thereof; or if the Developer shall assign or attempt to assign this
Agreement in a manner prohibited by this Agreement.
11.2 Upon the occurrence of an Event of Default hereunder, and after the expiration of
any applicable cure period and subject to Section 11.3 below, the City may terminate this
Agreement, the County may terminate its participation in the Zone, and /or the City, the County
and the Zone Board may collectively or severally seek such remedies as may be available at law
or in equity.
11.3 In the event that the City and or Zone Board terminates this Agreement pursuant to
Section 11.2 above, the maximum reimbursement to Developer shall be capped at the Current
Approved Reimbursement Amount (the "Default Reimbursement Cap "). The Taxing Entities shall
continue to make the contributions called for hereunder up to the amount of the Default
Reimbursement Cap and those provisions of this Agreement which govern the receipt and
distribution of contributions shall be deemed to remain in effect until the contributions made by
the Participating Tax Units are equal to the Default Reimbursement Cap. Thereafter the
obligations of the Participating Tax Units to make any contributions shall cease and the obligations
of the parties hereunder shall terminate as if this Agreement had expired according to its terms.
Notwithstanding anything to the contrary set forth in this Section 11.3, nothing herein shall limit
any additional remedies that the City, the County and the Zone Board may have available at law
or in equity.
11.4 The City, the County or the Zone Board shall collectively or severally be entitled
to seek injunctive relief prohibiting or mandating action by the Developer, including specific
performance, in accordance with this Agreement, or declaratory relief with respect to any matter
under this Agreement. The Parties hereby agree and irrevocably stipulate that (i) the rights of the
Parties to injunctive relief pursuant to this Agreement shall not constitute a "claim" pursuant to
Section 101(5) of the Bankruptcy Code and shall not be subject to discharge or restraint of any
nature in any bankruptcy proceeding, and (ii) this Agreement is not an "executory contract" as
contemplated by Section 365 of the Bankruptcy Code.
11.5 The rights provided to the City, the County and the Zone Board in Section 11.2.
11.3, and 11.4 of this Agreement shall be in addition to and cumulative of all other rights and
remedies available to such Parties upon an Event of Default by the Developer, and the City, the
County and the Zone Board shall have the right to pursue all such other or additional remedies,
whether the same be remedies at law and/or equitable remedies.
11.6 Failure by City, County, or Zone Board to timely and substantially comply with
any performance requirement, duty, or obligation specified herein shall be considered an act of
Default if uncured within sixty (60) days of receiving written notice from the other Party.
XII. ADDITIONAL COUNTY REMEDIES
12.1 If (i) the City sends notice as provided for herein, or (ii) the County determines that
the Developer has abandoned the Project, or materially failed to perform any other obligation,
23
covenant, condition or agreement pursuant to the Project and Financing Plan or any other term of
this Agreement including an Event of Default as described herein which impairs the utility of the
Public Improvements, or (iii) the Developer, its principal or participant, initiates, pursues or
otherwise engages in litigation or any type of adversarial proceeding related to the Zone and
against or involving the County (other than a proceeding to enforce its rights under this
Agreement), the County may terminate its participation in the Zone. A principal or participant
includes the Developer and the Developer's partners, affiliates, sponsors, payroll employees, or
relatives of the first degree of consanguinity. Prior to terminating its participation in the Zone, the
County shall provide written notice to the Developer, the City and the Zone Board (with a copy to
any other Taxing Unit still contributing to the Zone) stating its intent to terminate its participation
in the Zone and detailing its objection(s) or concern(s). If the objection and/or concern as set out
in the notice is not resolved within ninety (90) calendar days from the date of such notice, County's
participation in the Zone shall automatically terminate effective as of the date such notice is sent
and the County will send the Developer a second notice stating that payment is due pursuant to
Section 12.2. The County may extend the ninety (90) day cure period under this Agreement in its
own discretion.
12.2 If the County terminates its participation in the Zone under Section 12. 1, Developer
shall repay the County the following amounts: 1) if the breach occurs during a construction Phase,
the Developer shall repay County an amount equal to the County TIF funds utilized to reimburse
Developer for costs incurred during that specific Phase, or 2) if the breach occurs after all
construction Phases are completed, the Developer shall repay County an amount equal to the funds
the County paid into the TIF Fund during the twelve months preceding the date notice of breach
is sent pursuant to Section 12.1.
12.3 Funds which become due and owing under this provision shall be paid to the
County within ninety (90) calendar days after Developer receives the second notice form the
County under Section 12.1. The County shall look only to the Developer and to the TIF Fund (but
only to the extent of any Tax Increment in the TIF Fund that has been contributed by the County)
for any reimbursement, contractual claim, damages, or payment of any type. Under no
circumstances shall the available Tax Increment funds received under this Agreement ever be used,
either directly or indirectly, to pay costs or attorney fees incurred in any adversarial proceeding
regarding this Agreement again the County.
XIII. INDEMNIFICATION
13.1 THE DEVELOPER COVENANTS AND AGREES TO FULLY INDEMNIFY
AND HOLD HARMLESS THE CITY (AND THE ELECTED OFFICALS, EMPLOYEES,
OFFICERS, DIRECTORS, AND REPRESENTATIVES THEREOF), THE ZONE BOARD
(AND THE OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, AND
REPRESENTATIVES OF THE ZONE BOARD), AND ALL OTHER TAXING UNITS
PARTICIPATING IN THE ZONE (AND THE ELECTED OFFICIALS, EMPLOYEES,
OFFICERS, DIRECTORS, AND REPRESENTATIVES OF THESE ENTITIES),
INDIVIDUALLY OR COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS,
CLAIMS, LIENS, DAMAGES, LOSSES, EXPENSES, FEES, FINES, PENALTIES,
PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, LIABILITY AND SUITS OF
24
ANY KIND AND NATURE, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY OR
DEATH AND PROPERTY DAMAGE, MADE UPON THE CITY, THE ZONE BOARD,
AND /OR UPON ANY OF THE TAXING UNITS PARTICIPATING IN THE ZONE DIRECTLY
OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO THE
DEVELOPER'S NEGLIGENCE, WILLFUL MISCONDUCT OR CRIMINAL CONDUCT IN
ITS ACTIVITES UNDER THIS AGREEMENT, INCLUDING ANY SUCH ACTS OR
OMISSIONS OF THE DEVELOPER, ANY AGENT, OFFICER, DIRECTOR,
REPRESENTATIVE, EMPLOYEE, CONSULTANT OR SUBCONSULTANTS, OR
CONTRACTORS OR SUBCONTRACTORS OF THE DEVELOPER, AND THEIR
RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS AND
REPRESENTATIVES WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS
OR DUTIES UNDER THIS AGREEMENT, ALL WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY, THE ZONE BOARD,
AND /OR THE OTHER TAXING ENTITIES PARTICIPATING IN THE ZONE UNDER
TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER
TEXAS LAW. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE
BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT
ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY.
THE DEVELOPER SHALL PROMPTLY ADVISE THE CITY, THE ZONE BOARD, AND
THE OTHER TAXING UNITS PARTICIPATING IN THE ZONE IN WRITING OF ANY
CLAIM OR DEMAND AGAINST THE CITY, THE ZONE BOARD, AND /OR ANY OTHER
TAXING UNITS PARTICIPATING IN THE ZONE KNOWN TO THE DEVELOPER
RELATED TO OR ARISING OUT OF THE DEVELOPER'S ACTIVITIES UNDER THIS
AGREEMENT AND SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH
CLAIM OR DEMAND AT DEVELOPER'S COST TO THE EXTENT REQUIRED UNDER
THE INDEMNITY IN THIS SECTION. THE CITY, THE ZONE BOARD, AND /OR ANY
OTHER TAXING UNITS PARTICPATING IN THE ZONE SHALL HAVE THE RIGHT, AT
THEIR OPTION AND AT THEIR OWN EXPENSE, TO PARTICIPATE IN SUCH DEFENSE
WITHOUT RELIEVING THE DEVELOPER OF ANY OF ITS OBLIGATIONS UNDER THIS
PARAGRAPH.
13.2 IT IS THE EXPRESS INTENT OF THE PARTIES TO THIS AGREEMENT
THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY
EXTENDED BY THE DEVELOPER TO INDEMNIFY, PROTECT AND HOLD HARMLESS
THE CITY, THE ZONE BOARD, AND THE OTHER TAXING UNITS PARTICIPATING IN
THE ZONE FROM THE CONSEQUENCES OF THE CITY'S OWN NEGLIGENCE AND /OR
NEGLIGENCE OF THE OTHER TAXING UNITS PARTICIPATING IN THE ZONE;
HOWEVER, THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL APPLY ONLY
WHEN THE NEGLIGENT ACT OF THE CITY, THE ZONE BOARD, OR OF ANY OTHER
TAXING UNITS PARTICIPATING IN THE ZONE IS A CONTRIBUTORY CAUSE OF THE
RESULTANT INJURY, DEATH, OR DAMAGE, AND SHALL HAVE NO APPLICATION
WHEN THE NEGLIGENT ACT OF THE CITY, THE ZONE BOARD, OR OF ANY OTHER
TAXING UNITS PARTICIPATING IN THE ZONE IS THE SOLE CAUSE OF THE
RESULTANT INJURY, DEATH, OR DAMAGE. THE DEVELOPER FURTHER AGREES TO
DEFEND, AT ITS OWN EXPENSE AND ON BEHALF OF THE CITY (AND IN THE NAME
OF THE CITY), THE ZONE BOARD (AND IN THE NAME OF THE ZONE BOARD), AND
25
ANY OTHER TAXING UNITS PARTICIPATING IN THE ZONE (AND IN THE NAME OF
ANY OTHER TAXING UNITS PARTICIPTING IN THE ZONE) ANY CLAIM OR
LIGITATION BROUGHT AGAINST THE CITY (AND ITS ELECTED OFFICIALS,
EMPLOYEES, OFFICERS, DIRECTOR AND REPRESENTATIVES), THE ZONE BOARD
(AND ITS OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS AND
REPRESENTATIVES), AND /OR ANY OTHER TAXING UNITS PARTICIPATING IN THE
ZONE (AND THEIR OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS AND
REPRESENTATIVES), IN CONNECTION WITH ANY SUCH INJURY, DEATH, OR
DAMAGE FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE.
13.3 The Developer shall also require each of its contractors and subcontractors working
on this Project to indemnify the City, the County, the Zone Board, and all other Taxing Units
participating in the Zone, and their respective officials and employees from and against any and
all claims, losses, damages, causes of actions, suits and liabilities arising out of their actions related
to the performance of this Agreement, utilizing the same indemnification language contained
herein, in its entirety. The Developer shall provide proof of such further indemnity upon request
of the City, the County, the Zone Board, or the other Taxing Units.
13.4 Upon the assertion of any claim or litigation requiring indemnification pursuant to
Section 13.1 and 13.2, the Developer shall assume and take exclusive control of the defense,
negotiation, and/or settlement of such claim; however, if the representation of all Parties by the
Developer would be inappropriate due to actual or potential conflicts of interest between them,
then the Developer shall not assume such defense. In the event of a conflict of interest or dispute,
as determined by the City, the County, the Zone Board or the other Taxing Units, the City, the
County, the Zone Board, and all other Taxing Units participating in the Zone, and their respective
officials and employees shall have the right to select counsel, with the reasonable cost of such
counsel paid by the Developer. The Parties acknowledge that, with respect to claims for which
insurance is available, the rights of the Parties to select counsel for the defense of such claims shall
be subject to such approval rights as the insurance company providing coverage may have.
XIV. INSPECTIONS AND EXAMINATION OF RECORDS
14.1 The Developer shall allow the City, the County and/or the Zone Board reasonable
access to the Project site for inspections during and upon completion of construction of the Project
upon twenty -four (24) hour notice, and upon reasonable notice, but in no case less than seventy -
two (72) hours' notice, to documents and records necessary for the City, the County and/or the
Zone Board to assess the Developer's compliance with this Agreement.
14.2 The City and the County each reserves the right to conduct reasonable
examinations, during regular business hours and following seven (7) days' notice to the Zone
Board and the Developer by the City or the County, of the books and records related to this
Agreement (including such items as contracts, paper, correspondence, copy, books, accounts,
billings and other information related to the performance of the Zone Board and/or the Developer's
services hereunder) no matter where books and records are located. The City and the County also
reserve the right to perform any and all additional audit reviews and tests relating to the Zone
Board and/or the Developer's services, provided that such audit review or test is related to those
26
services performed by the Zone Board and/or the Developer for the City. These examinations
shall be conducted at the offices maintained by the City and/or the Developer.
14.3 All applicable records and accounts of the Zone Board and/or the Developer,
together with all supporting documentation, shall be preserved by the Zone Board and/or
Developer throughout the term of this Agreement and for twelve (12) months after the termination
of this Agreement, with copies then transferred to the City, at the Developer's expense, for
retention. During this time, the records will be accessible by the County, and the City may require
that any or all of such records and accounts be submitted for audit to the City or to a certified
public accountant selected by the City. In the event the Zone Board and/or the Developer fails to
furnish the City or the County any documentation required or requested hereunder within thirty
(30) days following the written request for same, then the Zone Board and /or the Developer shall
be in default of this Agreement.
14.4 Should the City or County discover errors in internal controls or in record keeping
associated with this Agreement, the Zone Board and/or the Developer shall correct such
discrepancies either upon discovery or within a reasonable period of time, not to exceed sixty (60)
days after discovery and notification by the City to the Zone Board and/or the Developer of such
discrepancies and any overcharges shall be immediately refunded to the Tax Increment Fund
together with interest of seven percent (7 %) per annum from the date of overpayment to the date
of refund. The Zone Board and/or the Developer shall inform the City and County in writing of
the action taken to correct such audit discrepancies.
XV. ASSIGNMENT AND SUBCONTRACTING
15.1 All covenants and agreements contained herein by the City, the County, the Zone
Board, and/or the Developer shall bind their successors and assigns and shall inure to the benefit
of the other Parties, their successors and assigns.
15.2 The city, the County and/or the Zone Board may assign their rights and obligations
under this Agreement to any governmental entity without prior consent of the Developer.
15.3 The Developer may sell or transfer its rights and obligations under this Agreement
only with written consent of the City, which consent shall not be unreasonably withheld,
conditioned, or delayed, as evidenced by the passage of an ordinance, with approval from the Zone
Board (with approval not being unreasonably withheld, conditioned, or delayed) when a qualified
purchaser or assignee specifically agrees to assume all of the obligations of the Developer under
this Agreement. In the event that a prospective assignee proposes to only assume a portion of the
obligations of the Developer under this Agreement (e.g., limited to (i) a portion of the Project Area,
(ii) a certain product type, etc.), then, in that event the Zone Board may approve or deny such
request in its sole and absolute discretion and the Zone Board may also require that such
prospective assignee enter into a separate development agreement with such additional
requirements, conditions, and obligations as the Zone Board may elect in its sole and absolute
discretion. Such purchaser or assignee must be qualified from a financial and experience
27
standpoint and shall be subject to the prior written approval by Zone Board. Notwithstanding the
above, this section shall not prevent the Developer from assigning proceeds receivable by it under
this Agreement to (i) a lending institution in order to obtain financing for the Project, or (ii) to a
Trustee as set forth in Section 7.6 above. In no event, however, shall the City or any other Taxing
Unit be obligated in any way to the Developer's lender or be obligated to approve any proposed
successor to the Developer; except that the City, as administrator of the TIF fund, will honor an
assignment of proceeds from the Developer to its lender directing to whom such proceeds will be
paid, or to a Trustee as otherwise contemplated herein.
15.4 Any work or services subcontracted herein shall be subcontracted only by written
contract or agreement and, unless the City grants specific waiver in writing with a copy of such
waiver to County, shall be subject by its terms, insofar as any obligation of the City is concerned,
to each and every provision of this Agreement. Compliance by the Developer's subcontractors
with this Agreement shall be the sole responsibility of the Developer, except that City shall require
that Developer's subcontractors meet the minimum requirements pursuant to any applicable
federal, state, or local law.
15.5 The City, the County and /or Zone Board shall in no event be obligated to any third
party, including any subcontractor or consultant of the Developer, for performance of work or
services under this Agreement.
15.6 Each transfer or assignment to which there has been consent, pursuant to Section
15.3, shall be by instrument in writing, in a form reasonably satisfactory to the City, and shall be
executed by the transferee or assignee who shall agree in writing for the benefit of the City to be
bound by and to perform the terms, covenants and conditions of this Agreement. Four (4) executed
copies of such written instrument shall be delivered to the City. Failure to first obtain in writing
the City's consent, or failure to comply with the provisions herein contained, shall operate to
prevent any such transfer or assignment from becoming effective, and such attempted improper
transfer of assignment shall be a Developer Default hereunder.
15.7 The receipt by the City of services from an assignee of the Developer shall not be
deemed a waiver of the covenant in this Agreement against assignment or an acceptance of the
assignee as the Developer or a release of the Developer from further observance or performance
by the Developer of the covenants contained in this Agreement. No provision of this Agreement
shall be deemed to have been waived by the City unless such waiver is in writing, and approved
by City Council in the form of a duly adopted ordinance.
XVI. INDEPENDENT CONTRACTORS
16.1 It is expressly understood and agreed by all Parties hereto that, in performing their
services hereunder, the Zone Board and the Developer at all times shall be acting as independent
contractors contracted by the City. Any consultants or subcontractors engaged by either the Zone
Board or by the Developer respectively, shall be deemed independent contractors of the party who
engaged such consultant or subcontractor (i.e., the Zone Board and /or the Developer). The Parties
hereto understand and agree that the City shall not be liable for any claims which may be asserted
by any third party occurring in connection with services performed by the Zone Board and/or by
28
the Developer respectively, under this Agreement unless any such claims are due to the fault of
the City.
16.2 The Parties hereto further understand and agree that no Party hereto has the
authority to bind the other party hereto or to hold out to third Parties that it has the authority to
bind the other party to this Agreement and nothing herein shall be deemed or construed by the
Parties hereto, or by any third party as creating the relationship of principal and agent, partners,
joint ventures or any other similar such relationship between the parties.
16.3 All personnel supplied or used by the Developer in the performance of this
Agreement shall be deemed employees or subcontractors of the Developer and shall not be
considered employees, agents or subcontractors of the City, the Zone Board, or of any other Taxing
Unit participating in the Zone for any purpose whatsoever. The Developer shall be solely
responsible for the compensation of all such personnel.
XVII. EMPLOYMENT PRACTICES
17.1 The Developer agrees that it will not discriminate against any individual or group
on account of race, color, sex, age, religion, national origin or disability and will not engage in
employment practices which have the effect of discriminating against employees or prospective
employees because of race, color, religion, national origin, sex, age or disability.
17.2 The Developer shall ensure that wages paid on work done on Public Improvements
are not less than the minimum wage s required by federal and state statutes to persons employed
conducting the work, including but not limited to, Chapter 2258 of the Texas Government Code.
The Developer shall also ensure that, for Public Improvements being reimbursed from the TIF
fund by Tax Increment contributed from the County, the wages paid shall meet or exceed the Fair
Minimum Wage Rate.
XVIII. TAXES
The Developer shall pay, on or before their respective due dates to the appropriate
collecting authority, all federal, state, and local taxes and fees which are now or may hereafter be
levied upon the Property or use of the Property (which implies personalty and realty), or upon the
Developer or upon the business conducted on the Property, or upon any of the Developer's
property used in connection therewith, including employment taxes; and shall maintain in current
status all federal, state, and local licenses and permits required for the operation of the business
conducted by the Developer. A material failure, as determined by the City, to comply with the
foregoing provisions shall constitute, at the City's discretion, grounds for termination of this
Agreement in accordance with Article XI of this Agreement by the City. If the County determines
that Developer has failed to comply with the foregoing provisions, such failure shall constitute, at
the County's discretion, grounds for terminating County's participation in the Zone in accordance
with Section 11.2.
XIX. NOTICE
29
19.1 All notices, demands, and requests required hereunder shall be in writing and shall
be deemed to have been properly delivered and received (i) as of the date of delivery to the
addressees set forth below if personally delivered or delivered by facsimile machine, with
confirmation of delivery (in the event a facsimile is sent after 5:00p.m. Schertz time, it shall be
deemed to have been received on the next day); (ii) three (3) business days after deposit in a
regularly maintained receptacle for the United States mail, certified mail, return receipt requested
and postage prepaid; or (iii) one (1) business day after deposit with Federal Express or comparable
overnight delivery system for overnight delivery with all costs prepaid. All notices, demands and
requests hereunder shall be addressed as follows:
If to the Citv: With a copy to:
City of Schertz, Texas
Denton, Navarro, Rocha, Bernal, Hyde & Zech, PC
1400 Schertz Parkway
2517 North Main Ave.
Schertz, Texas 78154
San Antonio, Texas 78212
Attn: City Manager
Attn: Habib H. Erkan
Fax: 210/659 -3204
Fax: 210/225 -4481
If to the County-: With a cote to:
County Judge District Attorney, Civil Division
Bexar County Courthouse Bexar County Courthouse
100 Dolorosa Street, #120 100 Dolorosa Street, 4120
San Antonio, Texas 78205 San Antonio, Texas 78205
Fax: 210/335 -2926 Fax: 210/335 -6755
and to:
Executive Director
Department of Community Investment
233 N. Pecos, Suite 590
San Antonio, Texas 78207
Fax: 210/335 -6755
If to the Developer: With a cot)N to:
Schertz 1518 Ltd.
Brown & Ortiz, PC
314 East Commerce, Suite 600
112 E. Pecan, Suite 1360
San Antonio, Texas 78205
San Antonio, Texas 78205
Attn: Chris Price
Attn: James McKnight
Phone: 210/226.6843
Fax: 210/299 -4731
If to the Zone: With a coo to:
Reinvestment Zone Number Two, Denton Navarro Rocha Bernal & Zech, PC
City of Schertz, Texas 2517 North Main Ave.
30
1400 Schertz Parkway
Schertz, Texas 78154
Attn: City Manager
Fax: 210/659 -3204
San Antonio, Texas 78212
Attn: Habib H. Erkan
Fax: 210 /225 -4481
19.2 Each Party may change its address by written notice in accordance with this Article.
Any communication delivered by facsimile transmission shall be deemed delivered when receipt
of such transmission is acknowledged. Any communication so delivered in person shall be deemed
received when receipted for or actually received by an officer of the Party to whom the
communication is properly addressed.
XX. CHANGES AND AMENDMENTS
20.1 Except when the terms of this Agreement expressly provide otherwise, any
alterations, additions, deletions or waivers to the terms hereof shall be by amendment in writing
executed by the City, the County, the Zone Board and the Developer.
20.2 It is understood and agreed by the Parties hereto that changes in local, state and
federal rules, regulations or laws applicable to the Zone Board's and the Developer's services
hereunder may occur during the terms of this Agreement and that any such changes shall be
automatically incorporated into this Agreement without written amendment hereto, and shall
become a part hereof as of the effective date of the rule, regulation or law.
XXI. MISCELLANEOUS
21.1 Effective Date and Term. This Agreement shall become effective from the
Effective Date for a period terminating on the earlier of (i) the date the Developer receives the
final payment due pursuant to the terms of this Agreement for completing all Phases of the Project;
or (ii) the date of a termination by default pursuant to Article XI (subject to the continuing
obligations of the Zone under Sections 11.2 and 11.3 set forth above to make payments associated
with previously approved Contract Progress Payment Requests); provided that all existing
warranties on the Project shall survive termination of this Agreement pursuant to the terms and
subject to the limitations contained in Section 21.8; or (iii) expiration of the Zone as provided for
in the Interlocal Agreement. It is acknowledged by the parties hereto the Interlocal Agreement
provides for the expiration of the Zone on December 31, 2041. For the purposes hereof, the
expiration of the Zone shall mean that Developer may and shall receive the final contributions
from the Participating Tax Units associated with ad valorem tax payments for the tax year of 2041
(which will occur after the expiration of the Zone).
21.2 Parties' Representations. This Agreement has been jointly negotiated by the City,
the County, the Zone Board, and the Developer and shall not be construed against a Party hereto
because that Party may have primarily assumed responsibility for the drafting of this Agreement.
31
21.3 Le,-,al Authority. The City, the County, the Zone Board, and the Developer, as
signers of this Agreement, represent, warrant, assure and guarantee that they have full legal
authority to execute this Agreement on behalf of the City, the County, the Zone, and /or the
Developer, respectively, and to bind the City, the County, the Zone, and/or Developer to all of the
terms, conditions, provisions and obligations herein contained.
21.4 Entire Agreement. This written Agreement embodies the final and entire
agreement among the Parties hereto as to the subject matter hereof and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the Parties. The exhibits
attached to this Agreement are incorporated herein and shall be considered a part of this Agreement
for the purposes stated herein, except that if there is a conflict between an exhibit and a provision
of this Agreement, the provision of this Agreement shall prevail over the exhibit.
21.5 Chan; es and Amendments. Except when the terms of this Agreement expressly
provide otherwise, any alterations, additions, or deletions to the terms hereof shall be by
amendment in writing executed by the City, the County, the Zone Board and the Developer.
21.6 Non- Waiver. No course of dealing on the part of the City, the County, the Zone
Board or the Developer nor any failure or delay by the City, the County, the Zone Board or the
Developer in exercising any right, power, or privilege under this Agreement shall operate as a
waiver of any right, power or privilege owing under this Agreement.
21.7 Severability. If any clause or provision of this Agreement is held invalid, illegal
or unenforceable under present or future federal, state or local laws, including but not limited to
the City Charter or ordinances of the City, then and in that event it is the intention of the Parties
hereto that such invalidity, illegality or unenforceability shall not affect any other clause or
provision hereof and that the remainder of this Agreement shall be construed as if such invalid,
illegal or unenforceable clause or provision was never contained herein; it is also the intention of
the Parties hereto that in lieu of each clause or provision of this Agreement that is invalid, illegal,
or unenforceable, there be added as a part of the Agreement a clause or provision as similar in
terms to such invalid, illegal or unenforceable clause or provision as may be possible, legal, valid
and enforceable.
21.8 Survival. Each and every indemnification obligation, warranty, representation,
covenant and agreement of the Developer, the City, the County and the Zone Board contained
herein shall survive the execution, delivery and termination of this Agreement for a period of two
(2) years from and after the date of termination of this Agreement, and shall not be merged into
any document executed and delivered, but shall expressly survive and be binding thereafter on the
Developer, the City, the County and the Zone Board, respectively. No inspections or examinations
of the Project or the books, records, or information relative thereto by the City, the County or the
Zone Board shall diminish or otherwise affect the Developer's indemnification obligations,
representations, warranties, covenants and agreements relative thereto, and the City, the County or
the Zone Board may continue to rely thereon.
21.9 Venue and Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
UNDER AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ANY
32
LEGAL ACTION OR PROCEEDING BROUGHT OR MAINTAINED, DIRECTLY OR
INDIRECTLY, AS A RESULT OF THIS AGREEMENT SHALL BE HEARD AND
DETERMINED IN BEXAR COUNTY, TEXAS.
21.10 Recitals. The Recitals are herein incorporated for all purposes.
21.11 Cautions. All captions used herein are only for the convenience of reference and
shall not be construed to have any effect or meaning as to the agreement between the Parties hereto.
21.12 Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and all such counterparts together shall constitute one and the
same instrument.
21.13 Effectiveness of Agreement. The City, the County, the Zone Board, and the
Developer agree that this Agreement shall have no force or effect unless and until the applicable
Interlocal Agreement for the Project is executed between the City, the County, the Authority, and
the Zone.
21.14 Enforcement by Count,. In any provision of this Agreement where the County
is not specifically named, the County is deemed by the other Parties to be a third party beneficiary
of this Agreement with the ability to enforce this Agreement on the same terms and conditions as
the City; provided, the County may not enforce an exclusive right of City if the City has
affirmatively chosen not to enforce such right. In addition to enforcement rights equal to that of
the City, it is the understanding and intent of the Parties to this Agreement that the County's right,
as an independent Taxing Unit, to terminate its participation hereunder as provided herein and/or
recapture funds as described herein, is not dependent on the consent, approval, or endorsement, of
any other party or Taxing Unit.
21.15 Attornev's Fees. Each Party to this Agreement shall bear its own costs, including,
but not limited to, attorneys' fees, for any action at law or in equity brought to enforce or interpret
any provision of this Agreement. Notwithstanding the foregoing, nothing contained in this Section
shall impact or otherwise affect the indemnity provisions contained in Sections 13.1 and 13.2
hereinabove.
IN WITNESS THEREOF, the Parties hereto have caused this instrument to be duly
executed and dated effective as of the Effective Date.
[Signatures of Parties on following page]
33
DEVELOPER
SCHERTZ 1518 LTD., a Texas
limited partnership
By: MTR- Schertz 1518
Management Company, LLC, a Texas
limited liability company, its general partner
Christopher K. Price, President
ZONE BOARD
REINVESTMENT ZONE NUMBER TWO,
CITY OF SCHERTZ, TEXAS
Chris Price
Chairperson
CITY
CITY OF SCHERTZ, TEXAS
Mark Browne
City Manager
APPROVED AS TO FORM
City Attorney
[Signatures continued on next page]
35
COUNTY
BEXAR COUNTY, TEXAS
APPROVED AS TO FINANCIAL CONTENT
BY BEXAR COUNTY, TEXAS
Nelson W. Wolff , Budget Officer and
County Judge Executive Director of Planning and
Resource Management
ATTEST /SEAL
County Auditor
County Clerk
APPROVED AS TO LEGAL FORM
Bexar County Criminal District Attorney
Lo
Assistant Criminal District Attorney
36
EXHIBIT A
PROJECT AND FINANCING PLAN: REINVESTMENT ZONE #2 SEDONA AND THE
CROSSVINE)
37
EXHIBIT B
APPROVED "PDD ": ZONING MASTER PLAN AND MASTER DEVELOPMENT
PLANS FOR SEDONA AND THE CROSSVINE
38
AMENDED AND RESTATED INTERLOCAL AGREEMENT
I. PARTIES
A. THIS AMENDED AND RESTATED INTERLOCAL AGREEMENT (this
"Agreement ") is made as of , 2020 (the "Effective Date ") among the CITY OF
SCHERTZ, TEXAS, a Texas home rule municipality (the "City "), acting through its City
Manager pursuant to Resolution No. _, passed and approved by the City Council of
the City on 2020; BEXAR COUNTY, TEXAS, a political subdivision
of the State of Texas, acting through its County Judge pursuant to authority granted by the Bexar
County Commissioners Court on , 2020 (the "County "); SAN ANTONIO
RIVER AUTHORITY, a Texas river authority, acting through its executive director pursuant to
a resolution of its Board of Directors dated , 2020 (the "Authority "); and
REINVESTMENT ZONE NUMBER TWO, CITY OF SCHERTZ, TEXAS, a reinvestment
zone created by the City pursuant to Chapter 311 of the Texas Tax Code (the "Zone "), acting
through its duly authorized Board of Directors (the "Zone Board ") pursuant to a resolution dated
, 2020. The City, the County, the Authority, and the Zone may be referred to
singularly as a "Party" or collectively as "Parties ". This Agreement is made pursuant to Chapter
311 of the Texas Tax Code (as may be amended from time to time, the "Code ") for the participation
of the parties in the CROSSVINE DEVELOPMENT PROJECT (the "Project ").
B. The initial addresses of the Parties are listed below. Each Party may designate a
different address by giving the other Parties at least ten (10) days prior written notice.
II.
below:
CITY
City Manager
City of Schertz
1400 Schertz Parkway
Schertz, Texas 78154
AUTHORITY
General Manager
San Antonio River Authority
100 East Guenther Street
San Antonio, Texas 78204
DEFINITIONS
COUNTY
County Judge
Bexar County Courthouse
100 Dolorosa Street, 41.20
San Antonio, Texas 78205
ZONE
Chair, Reinvestment Zone Number Two
City of Schertz, Texas
c/o City of Schertz
1400 Schertz Parkway
Schertz, Texas 78154
A. As used in this Agreement, the following terms shall have the meanings set out
1. "Administrative Costs" means reasonable costs directly incurred by a
"Participating Taxing Entity" (as hereinafter defined) related to its agreement to participate in the
Crossvine Amended and Restated Interlocal Agreement
development and administration of the Zone, as described in this Agreement. These costs include,
but are not limited to, reasonable costs and expenses for legal review and financial analysis related
to the Zone incurred prior to entering into this Agreement, as well as any such costs and expenses
incurred after this Agreement becomes effective.
2. "Captured Appraised Value" means the captured appraised value of the Zone, as
defined by Section 311.012(b) of the Code.
3. "Construction Schedule" means the schedule contained in the "Development
Agreement" (as hereinafter defined) incorporated into this document in its entirety by reference,
for the construction of all components of the Project, which may be amended from time to time by
the Developer, the County, the Zone Board and City.
4. "Developer" means Schertz 1518 Ltd., a Texas limited partnership.
5. "Development Agreement" means the Development Agreement of even date
herewith by and among the City, the County, the Zone and the Developer, as more fully described
in Section V(D), and as the same may be amended from time to time.
6. "Participating Taxing Unit" or "Participating Taxing Units" means, singularly, a
taxing unit as defined by Section 311.002(4) of the Code, that is participating in the Zone, and
collectively, all taxing units participating in the Zone which includes the City, the County, and the
Authority. The County, as a Participating Tax Unit, shall not include the Bexar County Flood
Control District or the Bexar County Hospital d/b/ University Health System.
7. "Project Costs" means the items set forth and described in Section 311.002(1) of
the Code, which are included in the amended Project and Financing Plan for the Project. The
Project Costs include public infrastructure improvements and related capital costs including
streets, drainage, utilities, platting fees, architect, legal and engineering fees, sidewalks,
landscaping, rights -of -way, and area -wide public improvements, maintenance costs paid by
Developer, and administrative costs. The total reimbursable Project Costs for public improvements
(exclusive of financing costs or interests but including administrative costs) shall in no case exceed
SIXTY -SIX MILLION and NO /100 Dollars ($66,000,000.00) in the aggregate for the life of the
Zone.
8. "Project and Financing Plan" means the amended Final Project Plan and
Reinvestment Zone Financing Plan for the Zone, completed in accordance with Section 311.011
of the Code and attached hereto as Exhibit "B" as adopted by the Zone Board on
, 2020 and approved by the City pursuant to Ordinance No. on
, 2020.
9. "Tax Increment" means the total amount of ad valorem taxes levied and collected
each year by a Participating Taxing Unit on the Captured Appraised Value of taxable real property
in the Zone. Further, with respect to the County, this term means the total amount of ad valorem
taxes levied and collected only on behalf of the County each year for maintenance and operations
purposes.
2 Crossvine Interlocal Agreement
10. "Tax Increment Base" means the total appraised value of all real property taxable
by a Participating Taxing Unit and located in the Zone as of January 1, 2006, the year in which the
Zone was originally designated and the appraised value of any real property taxable by a
Participating Tax Unit and added to the Zone after January 1, 2006 as of the date of its acquisition
by Developer.
11. "Tax Increment Fund" means the tax increment fund originally created by the City
via Ordinance No. 06 -T -61 on December 19, 2006, and amended by Ordinance No. on
2020, pursuant to Section 311.014 of the Code for the deposit of Tax
Increments for the Zone, entitled "Reinvestment Zone Number Two, City of Schertz, Texas Tax
Increment Fund ".
12. "Tax Increment Payment" means the amount of the Tax Increment that a
Participating Taxing Unit agrees to deposit annually into the Tax Increment Fund in accordance
with this Agreement and the Project and Financing. Plan.
13. The "Zone" means Reinvestment Zone Number Two, City of Schertz, Texas,
originally created by the City to encompass the boundaries of the Project on December 19, 2006,
by Ordinance No. 06 -T -61, and amended by Ordinance No. on , 2020,
a copy of which is attached as Exhibit "A" hereto.
14. "Zone Board" consists of the individuals appointed to serve on the Board of
Directors for the Zone pursuant to Section 311.0091(6) of the Code, Ordinance No. , and
the Bylaws of the Zone Board.
B. Any other term to which meaning is expressly given in this Agreement, shall have
such meaning.
III. BACKGROUND
A. By Resolution No. 05 -R -20, passed and approved by the City on December 6, 2005,
the City expressed its intent to create a tax increment reinvestment zone to support the
revitalization activities commonly known as the Sedona Development Project, pursuant to Chapter
311 of the Code. On December 19, 2006, the City Council of the City passed and approved
Ordinance No. 06 -T -61, which originally created the Zone.
B. The Zone Board adopted the original Project and Financing Plan on October 27,
2008. The City approved the Project and Financing Plan on November 4, 2008. The Tax Increment
Fund was originally authorized by City Ordinance No. 06 -T -61.
C. Soon after the commencement of the Zone and the Project therein, there occurred
a national economic crisis that was particularly devastating to the real estate and home - building
industry. Control of the Project transferred to new ownership, who worked with the City to
redesign the entire outlook and scope of the Project. Following a revised Planned Development
District ( "PDD ") for the Project in 2011, Developer sought to amend the scope of the original Zone
Crossvine Interlocal Agreement
by expanding the property boundary, the length of the approved Zone, and the maximum amount
of reimbursable Project Costs for public improvements. On , 2020, the City adopted
Ordinance No. , which amended and expanded the original Zone.
D. There are approximately 151.16 acres of property within the Zone located within
the Air Installation Compatible Use Zone, Accident Potential Zone II (the " AICUZ Development
Area ") that was originally zoned and available for development of two (2) lots per acre for a total
planned development in the AICUZ Development Area of 302 lots. As part of amending the
Project, and at the request of the City and Joint Base San Antonio, the Developer voluntarily agreed
not to develop the AICUZ Development Area and it has since been permanently dedicated as a
conservation easement.
E. The Zone Board adopted an amended ,Project and Financing Plan on
, 2020, to reflect the amended and expanded scope of the Project, and the City
adopted the such Plan on , 2020, via Ordinance No.
F. The Parties agree that no tax- supported public debt instrument will be issued by a
Participating Taxing Unit or the Zone to finance any costs or improvements on the Project.
G. Intentionally Deleted.
H. Under this Agreement, the Participating Taxing Units agree, pursuant to Section
311.013(f) of the Code, to participate in the Zone, and to deposit their respective Tax Increment
Payments into the Tax Increment Fund, in accordance with the terms, and in consideration for the
agreements set forth herein and in the Project and "Financing Plan.
IV. RIGHTS AND OBLIGATIONS OF PARTICPATING TAXING UNITS
A. Tax Increment Participation by Participating Taxing Units
1. Subject to the limitations set out in this Agreement, each Participating Taxing Unit
agrees to continue participation in the Zone by contributing to the Tax Increment Fund in the
following percentages of their respective Tax Increments each year during the term of this
Agreement:
City: One hundred percent (100 %) up to a maximum of Forty-Seven Million, One
Hundred NinetyThousand Dollars ($47,190,000) ( "City Cap ")
County: Fifty -eight percent (58 %) of the maintenance and operation portion of the
County's general fund tax through tax year 2019; thereafter, starting in tax year
2020, Eighty percent (80 %) of the maintenance and operation portion of the
County's general fund tax, in total, up to a maximum of Seventeen Million, Eight
Hundred Twenty Thousand Dollars ($17,820,000) ( "County Cap ")
Authority: Fifty -five percent (55 %) up to a maximum of Nine Hundred Ninety
Thousand Dollars ($990,000) ( "Authority Cap ")
4 Crossvine Interlocal Agreement
The Participating Taxing Units' combined total Tax Increment Payment to the Tax Increment Fund
over the term of the Zone shall not exceed SIXTY -SIX MILLION and NO /100 Dollars
($66,000,000) in the aggregate ( "Maximum Total Contribution ").
2. The Parties agree that the Participating Taxing Units' contribution to the Tax
Increment Fund has been used and shall continue to be used to fund public infrastructure
improvements to support the development and revitalization efforts in the Zone, including related
Project Costs associated with the Project. The Participating Taxing Units' contributions to the Tax
Increment Fund shall end when the Tax Increment Fund has reimbursed the Developer for the
Maximum Total Contribution provided for herein, when the Participating Taxing Units have made
contributions, as specified in the Project and Financing Plan, from taxes imposed through the end
of calendar year 2041, or pursuant to Section VI of "this Agreement, whichever occurs first.
Notwithstanding anything herein to the contrary, the total City Tax Increment Payments to the Tax
Increment Fund shall not exceed the City Cap, the total County Tax Increment Payments to the
Tax Increment Fund shall not exceed the County Cap, and the total Authority Tax Increment
Payments to the Tax Increment Fund shall not exceed the Authority Cap. The Participating Taxing
Units shall pay over to the Zone the Tax Increment collected for and allocable to the calendar year
2041 in subsequent calendar years as provided herein, in the Amended Development Agreement,
and in the Amended Project Financing Plan.
B. Tax Increment Payment
1. Each Participating Taxing Unit's obligation to contribute its Tax Increment
Payment to the Tax ' Increment -Fund, as provided in Section IV(A)(1) of this Agreement, shall
accrue as each Participating Taxing Unit collects its Tax Increment. The Parties agree that all real
property taxes collected each year by each Participating Taxing Unit that are attributable to real
property in the Zone shall first constitute taxes on the Tax Increment Base, and after the total
amount of taxes on the Tax Increment Base have been collected shall then constitute the Tax
Increment. Each Participating Taxing Unit agrees to deposit its Tax Increment Payments to the
Tax Increment Fund no later than the thirtieth (30th) day of January (or the first business day
thereafter) of each calendar year for tax payments from the preceding calendar year, commencing
on the first of such dates after the Effective Date. Each Participating Taxing Unit will deposit its
Tax Increment Payment from the 2020 tax year, if any, as soon as reasonably practical following
the Effective Date, as well as any remaining Tax Increment Payment from the 2019 tax year that
remained unpaid prior to the Effective Date. The Parties agree that the Participating Taxing Units'
obligation to deposit Tax Increment Payments after December 31, 2041, shall only be for taxes
collected and received after such date that are attributable to the time period during which the
Participating Taxing Units agreed to participate. Under no circumstances shall the Participating
Taxing Unit be required to participate in the Zone Board or the Zone after December 31, 2041,
except to the extent of making deposits as provided in the preceding sentence.
2. At least two weeks before the deposits are due to the Tax Increment Fund (i.e. by
January 16th of each applicable year), the Zone Board will make all reasonable efforts to provide
the Participating Taxing Units with an updated fact sheet that describes what portion of the Project
has been completed to date, a schedule of what portion of the Project is anticipated to be completed
5 Crossvine Interlocal Agreement
in the following year and a current roster of the Zone Board members, including the term of each
Zone Board member, the entity that appointed each Zone Board member, and the date for the next
Zone Board meeting, if known. The updated fact sheet may also include a statement of Tax
Increment Fund activity, including a summary of the requests for reimbursements that have been
submitted to the Zone Board by the Developer, Zone Board approved reimbursement payments,
payments not approved by the Zone Board, the outstanding balance of approved but unpaid
payments due to the Developer, and, when the Maximum Total Contribution has been reached, the
prorate balance due to each Participating Taxing Unit from funds remaining in the Tax Increment
Fund, if any, according to the distribution specified in Section 311.014(d) of the Code. These
reporting requirements are in addition to, and do not take the place of, the annual report required
to be made to the Participating Taxing Units under Section 311.016 of the Code.
3. In the event there is a conflict between the Parties in regard to the amount of the
Tax Increment owed by any one Participating Taxing Unit, the Parties agree that the Participating
Taxing Unit whose Tax Increment is disputed will make a reasonable determination as to the
amount of Tax Increment owed by it under this Agreement and that Participating Taxing Unit will
be responsible for reasonably determining which tax collections will be apportioned for purposes
of determining its Tax Increment. The annual Total Appraised Value of all real property taxable
by each Participating Taxing Unit located in the Zone shall be determined through an independent
third -party verification obtained from the Bexar County Appraisal District. Each Participating
Taxing Unit will verify taxes levied and collected in regard to the property contained within the
Zone.
4. The Parties expressly agree that the Participating Taxing Units shall not owe any
penalty or interest on Tax Increments that have "been levied, but not received. In addition, no
Participating Taxing Unit shall be obligated to contribute its Tax Increment Payment from any
non -Tax Increment revenue sources.
5. Except for contributing its, respective Tax Increment Payments to the Tax
Increment Fund as set out in this Agreement, the Participating Taxing Units shall not have any
obligation or responsibility for any costs or expenses associated with the development of the Zone
or the implementation of the Project and Financing Plan, including, without limitation, any
obligation to pay or repay any debt issued by another Participating Taxing Unit, the Zone, or the
Zone Board relating to the Zone or any costs associated with the operation of the Zone, the Project,
or any other projects relating thereto.
6. Any and all costs incurred by the Developer are not, and shall never become,
general obligations or debt of any Participating Taxing Unit. The eligible public improvement
infrastructure costs incurred by the Developer shall be payable solely from the Tax Increment Fund
in the manner and priority provided in this Agreement to the extent that Tax Increment becomes
available. The Parties agree and understand that under no circumstance shall repayment of the
eligible costs exceed the Maximum Total Contribution. The Participating Taxing Units are not
obligated above and beyond what is actually collected as Tax Increment. There shall also be no
recourse against any Participating Taxing Unit, any public official, the Zone, or the Zone Board if
all or part of the Developer contributions or costs are not reimbursed. It is recognized by the Zone
Board, the Participating Taxing Units, and the Developer that the Project and Financing Plan does
6 Crossvine Interlocal Agreement
not forecast sufficient Tax Increment revenues to reimburse the Developer for all of its estimated
contributions or costs inclusive of financing costs and interest.
7. The County acknowledges its obligation under this Agreement and the
Development Agreement to contribute its Tax Increment Payment. However, the County shall not
be obligated to continue to deposit its Tax Increment Payment to the Tax Increment Fund in the
event that a Participating Taxing Unit other than the County discontinues its required contribution
(except as otherwise agreed to in this Agreement) or fails to contribute its agreed -to percentage
contribution to the Tax Increment Fund during the term of this Agreement unless the
discontinuance is in compliance with and authorized by a written amendment to this Agreement.
C. Financing of Project Costs
Each Participating Taxing Unit shall participate in the payment of Project Costs only to the
extent described herein. he City and the Zone Board shall be entitled to enter into any other
agreements to pay Project Costs and other reasonable expenses from the Tax Increments paid into
the Tax Increment Fund by the City without the consent of any other Participating Taxing Unit,
but will provide written notice of such agreement(s) to each Participating Taxing Unit (and copies
of such agreements, upon request). However, except as provided herein, neither the Zone Board
nor the City shall ever use any Tax Increment Payments contributed by a Participating Taxing
Unit, to make payments on bonds, obligations, or other debt instruments without the prior written
authorization by and consent of the Participating Taxing Unit.
D. Disbursement of Funds in the Tax Increment Fund
1. Each Taxing Unit agrees that the City shall administer the Tax Increment Fund on
behalf of the Zone Board. No funds shall be disbursed from the Tax Increment Fund without the
prior written approval of the Zone Board and the City Manager of the City. Notwithstanding the
above, the Zone Board and the City shall release to the County any Tax Increment in the Tax
Increment Fund that has been contributed by the County upon the County's demand to reclaim
funds pursuant to Article VI of this Agreement and Article XII of the Development Agreement.
2. The Parties recognize that the Participating Taxing Units and the Zone Board may,
to the extent funds are available in the Tax Increment Fund and to the extent allowed by law, use
such funds to reimburse each Participating Taxing Unit for its Administrative Costs if a
Participating Taxing Unit includes an invoice detailing its Administrative costs with its request to
the Zone Board for reimbursement. If it is determined during the term of this Agreement that
reimbursement of Administrative Costs is not allowed under law, the Parties agree that the Zone
Board shall set the amount each Participating Taxing Unit may withhold as Administrative Costs
from their respective Tax Increment Payment based on the best evidence available to the Zone
Board to make such projections including, but not limited to, invoices reflecting Administrative
Costs incurred by the Participating Taxing Unit and historical data of actual Administrative Costs
of the Project incurred by the Participating Taxing Unit.
3. The Parties recognize that, in addition to Project Costs and any other allowable
costs, the City and the Zone Board have represented that they may use funds in the Tax Increment
7 Crossvine Interlocal Agreement
Fund to pay expenditures in the following order or priority of payment: (i) to reimburse eligible
initial startup Administrative Costs incurred by each Participating Taxing Unit until such amounts
have been paid in full; (ii) to reimburse the City for its financial and legal advisor fees until the
full amount has been paid, provided that this portion of the reimbursement must come only from
Tax Increment contributed by the City; (iii) pursuant to Section VI(B) of this Agreement; (iv) to
pay all other ongoing Administrative Costs of the Participating Taxing Units, except that if there
are insufficient funds for the full reimbursement of Administrative Costs to each Participating
Taxing Unit, then the Administrative Costs of each Participating Taxing Unit shall be reimbursed
on a pro rata basis based on each participating Taxing Unit's level of participation in the Zone;
and (v) to reimburse the Developer for public improvements, including financing costs, as
provided in the Development Agreement referred to in Section V(D) and in the Project and
Financing Plan to the extent that funds in the Tax Increment Fund are available for this purpose.
The foregoing notwithstanding, no funds will be paid from the Tax Increment Fund to a
Participating Taxing Unit for its financial or legal services in any dispute arising under this
Agreement with another Participating Taxing Unit or Participating Taxing Units.
E. School District
1. The Participating Taxing Units understand that the Project is located in the Schertz-
Cibolo- Universal City Independent School District and that the Schertz - Cibolo- Universal City
Independent School District will not participate in the Zone or any Tax Increment Payments.
F. Management of Zone
1. The City is the only Participating Taxing Unit with any responsibility for managing
or administering the Zone. The Participating Tax Units, during the term of this Agreement, may
inspect the Project site and review Project plans and drawings at times and intervals which will
not interfere with ongoing operations. The City shall keep the other Participating Taxing Units
informed of Zone Board meetings and amendments to documents relating to the Zone (including
the Project and Financing Plan).
2. The Zone Board, as of the Effective Date, shall be composed of eleven (11)
members, as provided under Section 311.0091(c) of the Code. The Participating Taxing Units shall
appoint the following number of members to the Zone Board: the City, six (6); the County, two
(2); and the Authority, one (1). 'The State Senator and State Representative for the area in which
the Zone is located, or their delegates, are also members of the Zone Board.
G. Expansion of Zone
The obligation of the Participating Taxing Units to participate in the Zone is limited to the
description of the Zone in the Project and Financing Plan and Ordinance Nos.
and attached hereto. The Participating Taxing Units' participation shall not extend to
the Tax Increment on any additional real property added to the Zone by the City unless the
Participating Taxing Units approve such participation in writing.
V. ADDITIONAL REPRESENTATIONS AND AGREEMENTS
8 Crossvine Interlocal Agreement
A. Zone Designation
The City represents that its designation of the Zone met the criteria of Section 311.005(a)
of the Code upon its original creation and that the Zone has continued to remain in compliance
with the Code up to the Effective Date.
B. Project and Financing Plan
The Participating Taxing Units acknowledge that they were permitted to review the
amended Project and Financing Plan before City Council ,considered it for City approval. The
Parties agree an amendment to the Project and Financing Plan shall not apply to the Participating
Taxing Units unless all Participating Taxing Units approve the amendment as provided herein if
such amendment to the Project and Financing Plan has the effect of directly or indirectly: 1)
increasing the agreed percentage to be contributed by the Participating Taxing Units to the Tax
Increment Fund; or 2) exceeding the City Cap; the County Cap or the Authority Cap.
C. Access to Financial Information
1. Each Party shall have reasonable access to financial information and audit reports
regarding the operation of the Zone, contribution of Tax Increment Payments to the Tax Increment
Fund, and expenditures from the Tax Increment Fund for Project Costs. In addition, the City
agrees, during the term of this Agreement, to prepare and deliver an annual report to the
Participating Taxing Units in accordance with Section 311.016 of the Code.
2. The Zone Board shall conduct or cause to be conducted an annual audit, a copy of
which shall be provided to each Participating Taxing Unit.
D. Development Agreement
The City, the County, the Zone and the Developer have entered into a written Development
Agreement (the "Development Agreement ") related to the Project and the development of the
Zone, a copy of which is attached hereto and incorporated herein as Exhibit "C ". The City hereby
represents that it will enforce the provisions of the Development Agreement, as required,
including, to the extent contained in the Development Agreement, the Developer's compliance
with (i) all applicable building codes and ordinances, including but not limited to the terms and
requirements of the PDD governing the Zone, flood, subdivision, building, electrical, plumbing,
fire, and life safety codes and ordinances, as amended; (ii) all applicable federal, state, and local
laws, rules, regulations, statutes, ordinances, orders, and codes, as amended; and (iii) the same
competitive bidding procedures that would be required of the City if it were awarding contracts
for constructing the public infrastructure improvements. The City, the County, and the Zone Board
agree to provide all Participating Taxing Units with a copy of any notice of default that is delivered
or sent to any parry under the Development Agreement within five (5) business days after receipt
of the notice by the City, the County, or the Zone Board.
9 Crossvine Interlocal Agreement
VI. TERM AND TERMINATION
A. Agreement Term and Termination
This Agreement shall become effective as of the Effective Date, and shall remain in effect
until December 31, 2041, unless earlier terminated as provided herein (the "Agreement Term ").
Provided, however, the Zone shall remain in place and effective until such time as the tax
disbursements associated with the 2041 tax year have been made.
B. Early Termination
1. Neither the City nor the Zone Board shall take any action to terminate the Zone
earlier than the duration of the Zone as specified herein, except that they may terminate the Zone
if the Developer (a) ceases to undertake said improvements as set out in the Development
Agreement, or (b) fails for two (2) full years or more to (i) cause construction activities to
commence on any new homes in the Project (but only if Developer has not previously completed
750 homes in the Project); or (ii) make any public infrastructure improvements that qualify as
Project Costs, as defined in Section 311.002(1) of the Code (but only if the Developer has not
previously made all of the public improvements characterized as "Development -Wide Public
Improvements" as set forth and required in the Project and Financing Plan).
2. Pursuant to Article XI of the Development Agreement, the City may terminate the
Zone for any of the uncured default conditions listed in the Development Agreement. The
termination of the Development Agreement also terminates this Agreement.
3. After giving any required notice, with subsequent failure to cure as provided for
below, the County may terminate its participation in the Zone and shall not be required to deposit
any further Tax Increment Payment into the Tax increment Fund as required by this Agreement if:
(1) a Party breaches, a tern, covenant, condition or representation contained in this Agreement; (2)
the County determines that a breach of a term, covenant, condition or representation contained in
the Development Agreement has occurred, including an "Event of Default" as defined therein; (3)
the City and/or Zone Board declares that a breach of a term, covenant, condition or representation
contained in the Development Agreement has occurred, including an "Event of Default" as defined
therein; (4) pursuant to Section IV(B)(7) of this Agreement; or (5) a party to this Agreement or
the Development Agreement initiates, pursues or otherwise engages in litigation or any type of
adversarial proceeding related to the Zone and against or involving the County. Prior to terminating
its participation in the Zone , the County shall provide written notice to the Developer, the Zone
Board and any other Participating Taxing Unit still contributing Tax increment Payments, stating
its intent to terminate its participating in the Zone and detailing its objection(s) or concern(s). If
the objection and/or concern as set out in the County's notice is not resolved within ninety (90)
business days from the date of such notice, then the County may terminate its participation in the
Zone. All Parties acknowledge that the County may seek repayment from the Developer of Tax
Increment contributed by the County pursuant to Article XII of the Development Agreement, and
in the amounts set forth therein, in the event of an uncured Developer breach or, to the extent any
County Tax Increment remains in the Tax Increment Fund, from the Tax Increment Fund.
10 Crossvine Interlocal Agreement
C. Disposition of Tax Increments
Upon expiration or termination of the Zone, any money remaining in the Tax Increment
Fund shall be paid to the Participating Taxing Units on a pro rata basis in accordance with Section
311.014(d) of the Code.
VII. MISCELLANEOUS
A. Incorporation of Exhibits
The exhibits attached hereto are incorporated into this Agreement for all purposes.
B. Understanding
Any and all costs incurred by the Developer are not, and shall never, become general
obligations or debts of any Participating Taxing Entity. The eligible public improvement
infrastructure costs incurred by Developer shall be payable solely from the Tax Increment Fund in
the manner and priority provided in this Agreement and only to the extent that tax increment funds
become available. The Parties agree and understand that under no circumstance shall the eligible
costs reimbursed exceed the Maximum Total Contribution. The Parties further agree that the City's
contribution to the Tax Increment Fund shall not exceed the City Cap, the County's contribution
to the Tax Increment Fund shall not exceed the County Cap; and the Authority's contribution to
the Tax Increment Fund shall not exceed the Authority Cap. No Participating Taxing Entity shall
be obligated above and beyond what is actually collected as tax increment funds. The City and the
Board each represent that the Developer understands and agrees that the Project Plan does not
forecast sufficient tax revenues in the Tax Increment Fund to reimburse the Developer for all its
estimated contributions or costs.
C. Entire Agreement
This Agreement merges the prior negotiations and understandings of the Parties and
embodies the entire agreement of the Parties as to the subject matter hereof. There are no other
agreements, assurances, conditions, covenants (express or implied), or other terms with respect to
the covenants, whether written or verbal, antecedent or contemporaneous, with the execution
hereof.
D. Written Amendment
This Agreement may be changed or amended only by a written instrument authorized and
duly executed on behalf of each Party.
E. Severability
1. In the event any term, covenant, or condition herein contained shall be held to be
invalid by any court of competent jurisdiction, such invalidity shall not affect any other term,
covenant, or condition herein contained, provided that such invalidity does not materially prejudice
11 Crossvine Interlocal Agreement
any Party hereto in its respective rights and obligations contained in the valid terms, covenants, or
conditions hereof.
2. In the event any term, covenant, or condition shall be held invalid and said
invalidity substantially impairs a material right of the County, then the County shall have no further
obligation to contribute any future Tax Increment Payments to the Tax Increment Fund. In such
situation, the Parties hereto agree that the Tax Increment Fund shall not refund any prior Tax
Increment Payments from the County under this provision of this Agreement.
F. Non - Waiver
Failure of any Party hereto to insist on the strict performance of any of the agreements
herein or to exercise any rights or remedies accruing hereunder upon default or failure of
performance shall not be considered a waiver of the right to insist on, and to enforce by any
appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right
or remedy occurring as a result of any future default or failure of performance.
G. Successors
This Agreement shall bind and benefit the Parties and their legal successors. This
Agreement does not create any personal liability on the part of any trustee, officer, employee,
elected official, or agent of any Party to this Agreement.
H. Assignment
Except for the City's right to assign and delegate this Agreement and the performance of
obligations to the Zone Board, no Party shall assign this Agreement at law or otherwise without
the prior written consent 'of the other Parties, and no Party shall delegate any portion of its
performance under this Agreement without the prior written consent of the other Parties.
1. No Waiver of Immunity
No Party waives or relinquishes any immunity or defense on behalf of itself, its trustees,
officers, employees, and agents as a result of its execution of this Agreement and performance or
non - performance of the covenants contained herein.
J. Attorney's Fees
Each Party shall bear its own costs, including, but not limited to, attorneys' fees, for any
action at law or in equity brought to enforce or interpret the provisions of this Agreement.
K. Notices
All notices required or permitted hereunder shall be in writing and shall be deemed
delivered the earlier of (i) when actually received; or (ii) on the third day following deposit in a
United states Postal Service post office or receptacle with proper postage affixed (certified mail,
12 Crossvine Interlocal Agreement
return receipt requested) addressed to the respective other Party at the address prescribed in Section
I(B) of this Agreement, or at such other address as the one Party may have theretofore prescribed
by notice to the other Parties in accordance with Section I(B). Copies of any notices shall be sent
to the following:
FOR CITY OR ZONE
Denton, Navarro, Rocha, Bernal & Zech
2517 N. Main Ave.
San Antonio, Texas 78212
Attn: Daniel Santee
FOR AUTHORITY
Allison Elder
100 E. Guenther
San Antonio, Texas 78204
L. Counterparts
FOR COUNTY
Bexar County Criminal District
Attorney's Office -Civil Section
Criminal Justice Center
300 Dolorosa Street
San Antonio, Texas 78205
Re: Crossvine THZZ
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original and all of which shall constitute one and the same instrument.
[ Signatures of Parties on Next Page]
13 Crossvine Interlocal Agreement
IN WITNESS HEREOF, THE CITY OF SCHERTZ, TEXAS; BEXAR COUNTY,
TEXAS; SAN ANTONIO RIVER AUTHORITY; and REINVESTMENT ZONE NUMBER
TWO, CITY OF SCHERTZ, TEXAS have entered this Agreement in multiple originals as of the
Effective Date.
CITY OF SCHERTZ, TEXAS
Mark Browne
City Manager
APPROVED AS TO FORM:
Daniel Santee
City Attorney
REINVESTMENT ZONE NUMBER TWO
CITY OF SCHERTZ, TEXAS
Chair, Board of Directors
SAN ANTONIO RIVER AUTHORITY
Suzanne B. Scott
General Manager
[ Signatures continued on next page]
14 Crossvine Interlocal Agreement
COUNTY
BEXAR COUNTY, TEXAS
Nelson W. Wolff
County Judge
ATTEST /SEAL
Lucy Adame -Clark
County Clerk
APPROVED AS TO FINANCIAL CONSENT
BY BEXAR COUNTY, TEXAS
, Budget Officer and
Executive Director of Planning and
Resource Management
County Auditor
APPROVED AS TO LEGAL FORM
Joe Gonzales
Bexar County Criminal District Attorney
LE
Assistant Criminal District Attorney
15 Crossvine Interlocal Agreement
EXHIBIT A
Zone Desipation Ordinance
[ See attached City of Schertz Ordinance No.
16 Crossvine Interlocal Agreement
EXHIBIT B
Project and Financin-, Plan
[ See attached amended Final Project Plan and Reinvestment Zone
Financing Plan for Reinvestment Zone Number Two, City of Schertz, Texas]
17 Crossvine Interlocal Agreement
E-4 U)
0 E-4
0
fYl
N
S
a gill
ui
0
z �a
tJ 5° =
2
5
}
r ,
t
. ,j1
PC
C)
rx, �
O M
o c ° a
o 1.4 o
la) c
U U
�Cd p�j O 4"J O
cla
FA
G
0
A
04
VO4
•�
PC
0
wj
N
4
0 P4
O •v
f
O
0
O
p
00
M
CV)
'
O
LO
CH
b9
LO
) P4
o(D
cd
14'31
0 0
4P
o °
�
O
'-dOw a �
o
(D
o
4
N
4
0 P4
O •v
f
Q
r�t
A
i
'Q
•ty
d
r•�l
Q7
Q?
�t
CD
t
Ci
PC
,b--7
co
-W
pmd
cot
co ba
o °o
LO EN t
° a� ° p,
�'� CO w
•W U
o
0 �
ce M c°��°'�
r' T
ODh a�a�i0
� k
N p�
o
O
R'o.a
to .to 0
00
L-. a
!All-.
a a °aF0
to r,
� � ;g
-.0,4 U
p +'
CD
to ct
V!
:s
f
o o �D
4° o
�LO 79
PC
o
L-
0�
ul
P.,E
5 ID
o�
P,
C
41
' 0
a(D
o
c�
�A r°
00
a �
o
,.� 00
O -w
a
� w
o
CD a ; v b m
cd a
pi 0
00 0 o
;9F+ ° Zen
,pp
l
i
1
a
1
� F
f
II y
Y r 7
T
M `
r
i `
14
T-1
;P
W4
P5
PCs
& IfIY1WF�IMYL �
�Y��wlrn�
.�.�T
The Cron-Am Wakp Unl1
ewmkmepbn
N—t,T
O
IV 00
tw
pop p +v,,
cd
Oro
rO
�OO.i
tt-4 bR.o U ff2
W _�
OaO
x 'UQ
�
d
V
c0�
0 N 0
b b
A44
O
U
O
Tx
rA
U x
4
�°
O 'd
.. 10 .O
P4 � 4321
V�
�0 cda cd
U
M.dO rD'+O 4-D 0 46
.x c).O
.� o�
to
PV P4 E-iv� HUv
��
I IYSIpf�OCi1WL6M1G1F
TTT
�
& IfIY1WF�IMYL �
�Y��wlrn�
.�.�T
The Cron-Am Wakp Unl1
ewmkmepbn
N—t,T
O
IV 00
tw
pop p +v,,
cd
Oro
rO
�OO.i
tt-4 bR.o U ff2
W _�
OaO
x 'UQ
�
d
V
c0�
0 N 0
b b
A44
O
U
O
Tx
rA
U x
4
�°
O 'd
.. 10 .O
P4 � 4321
V�
�0 cda cd
U
M.dO rD'+O 4-D 0 46
.x c).O
.� o�
to
PV P4 E-iv� HUv
leg
d
PC
�t J
�1
PCs
shy
PC
�i
•Ey
IP
0
�j7,
I ® Mil
_
E � 1
i
t
i
--•- —4-
.a.�ennwa a
E-ze
ail
!' lisp
e Y,
,\ R
NAMES, �.
®%
Si
GJ
44
0 P4 49
,>
' U +3 O O V O fa O � S. Q+ N
cd
rn
P� qO, r. C.) , 9 C+04 —P,
H v cd cd Pal P4 W 4 rid +)
m
p•1
PC
Q
m�
a�4..)
4S 00
ift
v.�p v
�
C �
�
� .� Q'v1
N S
wog m I. cza
00 ,*b° P4 t o f�
48, v U
o v �,Lo
444 �� H�Lo
7v
cd
�v
o• �
V1
U442.a
43
v
o
rA V
*9 A
cd U d CD� � N
bo +w 10 ?,
om
+' 0 r p � U
cao•�
voo°
U0
a
2
0
v
O
v
°-J
bQ)
U�b
POE
r�
�f
R` ti
0
w
40-
U
cn
`Y
N 0
U 'n
o+,
Urn
H
eJ
W
0 8
0 A,
. 1 y w
41
VLLl
-1 0
U CD '
Crj H o
0 0
. bo
0
?-1 irl
N
o
0 -4 Q) 0
v Cd 4 U 'd
oho
� o a o
0
G�
po
0
11
i fill
i
1
4op
ED gtv m
(D JO),
o
M91
�fl 0�� °a
071 v ^� = CIS
4) OD W1.4 ��04Q40.
ou 4�x g -V3
X4,1 N
�O
0
i, 04-0.5
" D,s �
M
O
N
v
r
0
T iEj
•I • �Pi�
ii
z
i
a)
a�
-
U �m
(D
° 4 4.T
cy) MC'�>~
�5 :� :�> e. 13A)��
. . . .
I
w
0
OW
I
p o•
+� 0 +' 0c)
U•(D. O O
cl
to u CD
0 ^d p
li E- O Cd U a
Q) 1�aai
U M�