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11-01-2022 Agenda with backupMEETING AGENDA City Council REGULAR SESSION CITY COUNCIL November 1, 2022 HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS 1400 SCHERTZ PARKWAY BUILDING #4 SCHERTZ, TEXAS 78154 CITY OF SCHERTZ CORE VALUES Do the right thing Do the best you can Treat others the way you want to be treats Work cooperatively as a tea City Council will hold its regularly scheduled meeting at 6:00 p.m., Tuesday, November 1, 2022, at the City Council Chambers. in lieu of attending the meeting in person, residents will have the opportunity to watch the nreeting via live streanr on the City's Yo rTube Channel. Call to Order Opening Prayer and Pledges of Allegiance to the Flags of the United States and State of Texas. (Councilmember Whittaker) Presentations • Proclamation- Municipal Court Appreciation Week - November 7th -1 I th, 2022 • Proclamation - International Accounting Day- November 10th, 2022 City Events and Announcements • Announcements of upcoming City Events (B. James /S. Gonzalez) • Announcements and recognitions by the City Manager (M. Browne) • Announcements and recognitions by the Mayor (R. Gutierrez) Hearing of Residents This time is set aside for any person who wishes to address the City Council. Each person should fill out the speaker's register prior to the meeting. Presentations should be limited to no more than 3 minutes. November 1, 2022 City Council Agenda Page 1 All remarks shall be addressed to the Council as a body, and not to any individual member thereof. Any person making personal, impertinent, or slanderous remarks while addressing the Council may be requested to leave the meeting. Discussion by the Council of any item not on the agenda shall be limited to statements of specific factual information given in response to any inquiry, a recitation of existing policy in response to an inquiry, and /or a proposal to place the item on a future agenda. The presiding officer, during the Hearing of Residents portion of the agenda, will call on those persons who have signed up to speak in the order they have registered. Consent Agenda Items The Consent Agenda is considered self - explanatory and will be enacted by the Council with one motion. There will be no separate discussion of these items unless they are removed from the Consent Agenda upon the request of the Mayor or a Councilmember. I Resolution 22 -R -127- A Resolution by the City Council of the City of Schertz authorizing an agreement with UBEO Services, LLC for the upgrade of multi- function printers and copiers and other matters in connection therewith. (M. Brown /J. Kurz /J. Gohlke) 2. Resolution No. 22 -R -110 - A Resolution by the City Council of the City of Schertz, Texas authorizing an Economic Development Performance Agreement between the City of Schertz, City of Schertz Economic Development Corporation and 3009 OAC Investments, LLC. (M. Browne/ A. Perez) 3. Resolution No. 22 -R -111 - A Resolution by the City Council of the City of Schertz, Texas authorizing an Economic Development Performance Agreement between the City of Schertz, City of Schertz Economic Development Corporation and Schertz RE Company, LLC. (M. Browne/ A. Perez) 4. Resolution No. 22 -R -104 - A Resolution by the City Council of the City of Schertz, Texas authorizing an Economic Development Performance Agreement between the City of Schertz, City of Schertz Economic Development Corporation and Schertz Medical Building, LLC. (M. Browne/ A. Perez) Discussion and Action Items 5. Ordinance 22 -T- 43 - An Ordinance by the City Council of the City of Schertz, Texas authorizing an adjustment to the Fiscal Year 2022 -2023 Budget to fund audio /visual improvements for Municipal Court, repealing all ordinance or parts of ordinance in conflict with this ordinance; and providing an effective date. First Reading (M.Browne /J.Walters) 6. Resolution 22 -R -128 - Consideration and/or action approving a Resolution amending the Schertz Main Street Area Preservation Incentive Program. (B. James) November 1, 2022 City Council Agenda Page 2 7. Ordinance No. 22 -5 -41- Consideration and/or action on a request to rezone approximately 1.5 acres of land from Pre - Development District (PRE) to Planned Development District (PDD), generally located approximately 2,200 feet southeast of the intersection of Lower Seguin Road and FM 1518, also known as Bexar County Property Identification Number 309997 and 309999, City of Schertz, Bexar County, Texas. Final Reading (B. James / L. Wood / E. Delgado) 8. Resolution 22 -R -129- Consideration and/or action approving an amendment to the contract for upgrades to the Council Chambers with B1uum USA, Inc. (B. James, M. Clauser) Closed Session 9. City Council will meet in closed session under Section 551.087 of the Texas Government Code, Deliberation Regarding Economic Development Negotiations; Closed Meeting. The governmental body is not required to conduct an open meeting (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial . or other incentive to a business prospect. • Project E -86 • Project E -88 10. The City Council will convene in closed session pursuant to Section 551.071 of the Texas Government Code to conduct a private consultation with its attorney about pending or contemplated litigation or a settlement offer on one or more of the following matters: Green Valley Special Utility District vs. City of Schertz et al Case No. 1.7 -CV- 00819 -LY (U.S. District Court, Western District of Texas, Austin Division); City of Schertz v. United States Department of Agriculture, et al., No. 19 -51056 (U.S. Fifth Circuit Court of Appeals); City of Schertz, Texas v. Texas Commission on Environmental Quality, et al. No. 07 -20- 00167 -CV (Seventh Court of Appeals, Amarillo, Texas); Green Valley Special Utility District v. the Public Utility Commission of Texas and DeAnn T. Walker; Arthur C. D'Andrea, Jr.; Shelly Botkin;in their official capacities as Commissioners of the Public Utility Commission of Texas; and John Paul Urban in his official capacity as Executive Director the Public Utility Commission of Texas; and the City of Schertz, Texas. Cause No. D- 1- GN -18- 000535, In the :District Court of Travis County, Texas, 419th Judicial District; Application of Green Valley Special Utility District for New TPDES Permit, No. WQ0015917 -001 (Texas Commission on Environmental Quality) 11. The City Council will meet in Closed Session in accordance with Section 551.074 of the Texas Government Code, Personnel Matters, to discuss the direction on an appointment of a new City Manager. 12. The City Council will meet in Closed Session under Section 551.074 of the Texas Government Code, Personnel Matters, to discuss the vacancy of the City Secretary position. Reconvene into Regular Session November 1, 2022 City Council Agenda Page 3 13. Take any action based on discussion held in Closed Session under Agenda Item 9. 14. Take any action based on discussions held in Closed Session under Agenda Item 10. 15. Take any action based on discussions held in Closed Session under Agenda Item 11. 16. Take any action based on discussions held in Closed Session under Agenda Item 12. Roll Call Vote Confirmation Information available in City Council Packets - NO DISCUSSION TO OCCUR Requests and Announcements . Announcements by the City Manager. • Requests by Mayor and Councilmembers for updates or information from staff. • Requests by Mayor and Councilmembers that items or presentations be placed on a future City Council agenda. • Announcements by Mayor and Councilmembers • City and Community Events attended and to be attended • City Council Committee and Liaison Assignments (see assignments below) • Continuing Education Events attended and to be attended • Recognition of actions by City Employees • Recognition of actions by Community Volunteers Adjournment CERTIFICATION I, SHEILA EDMONDSON, INTERIM CITY SECRETARY OF THE CITY OF SCHERTZ, TEXAS, DO HEREBY CERTIFY THAT THE ABOVE AGENDA WAS PREPARED AND POSTED ON THE OFFICIAL BULLETIN BOARDS ON THIS THE 28th DAY OF OCTOBER 2022 AT 5:30 P.M. WHICH IS A PLACE READILY ACCESSIBLE TO THE PUBLIC AT ALL TIMES AND THAT SAID NOTICE WAS POSTED IN ACCORDANCE WITH CHAPTER 551, TEXAS GOVERNMENT CODE. SHEILA EDMONDSON I CERTIFY THAT THE ATTACHED NOTICE AND AGENDA OF ITEMS TO BE CONSIDERED BY THE CITY COUNCIL WAS REMOVED BY ME FROM THE OFFICIAL BULLETIN BOARD ON DAY OF . 2022. TITLE: This facility is accessible in accordance with the Americans with Disabilities Act. Handicapped parking spaces are available. November 1, 2022 City Council Agenda Page 4 If you require special assistance or have a request for sign interpretative services or other services, please call 210 - 619 -1030. The City Council for the City of Schertz reserves the right to adjourn into closed session at any time during the course of this meeting to discuss any of the matters listed above, as authorized by the Texas Open Meetings Act. Closed Sessions Authorized: This agenda has been reviewed and approved by the City's legal counsel and the presence of any subject in any Closed Session portion of the agenda constitutes a written interpretation of Texas Government Code Chapter 551 by legal counsel for the governmental body and constitutes an opinion by the attorney that the items discussed therein may be legally discussed in the closed portion of the meeting considering available opinions of a court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to this agenda with the intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and the meeting is conducted by all participants in reliance on this opinion. COUNCIL COMMITTEE AND LIAISON ASSIGNMENTS Mayor Gutierrez Councilmember Scagliola — Place 5 Audit Committee Animal Advisory Commission - Alternate Board of Adjustments Cibolo Valley Local Government Corporation - Alternate Investment Advisory Committee Hal Baldwin Scholarship Committee Main Street Committee Interview Committee for Boards and Commissions - Alternate Schertz - Seguin Local Government Corporation Councilmember Davis— Place 1 Councilmember — Place 2 (VACANT) Interview Committee for Boards and Commissions Main Street Committee - Chair Parks & Recreation Advisory Board Schertz Housing Authority Board Transportation Safety Advisory Commission TIRZ II Board Councilmember Whittaker — Place 3 Councilmember Dahle — Place 4 Audit Committee Cibolo Valley Local Government Corporation Historical Preservation Committee Interview Committee for Boards and Commissions Interview Committee for Boards and Commissions Planning & Zoning Commission Library Advisory Board TIRZ 11 Board TIRZ 11 Board Councilmember Heyward — Place 6 Councilmember Brown — Place 7.,..,.. Animal Advisory Commission Economic Development Corporation Audit Committee Main Street Committee Building and Standards Commission Schertz- Seguin Local Government Corporation - Alternate Economic Development Corporation - Alternate Investment Advisory Committee Main Street Committee November 1, 2022 City Council Agenda Page 5 Agenda No. 1. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: Purchasing & Asset Management Subject: Resolution 22 -R -127- A Resolution by the City Council of the City of Schertz authorizing an agreement with UBEO Services, LLC for the upgrade of multi- function printers and copiers and other matters in connection therewith. (M. Brown /J. Kurz /J. Gohlke) BACKGROUND The City of Schertz currently utilizes UBEO as a provider for multi- function printers throughout the City. While the current agreement does not expire until May 2024, IT has identified the need for encrypted scan to email capabilities throughout the City for enhanced Cyber- Security. The machines currently in place have the capability to have an encryption module added but at significant cost to the City. UBEO is proposing a buy -out of the existing contract lease term. With this buy -out, the existing machines will be upgraded to the 2022 Model machine that has integrated encryption. UBEO is currently a Sourcewell Purchasing Cooperative Contract Holder and the new lease agreement will be based on the terms and conditions of that Group Purchasing Cooperative Contract. Authority for such participation is granted under Texas Government Code §§ 791.001 et seq as amended. Cooperative Purchasing Services under this interlocal agreement (ILA) are extended to all Texas State, City or County Government Agencies, or any other Local Government Entity as defined in the Texas Government Code§ 791.003. I The City currently spends approximately $120,000.00 annually on lease payments for the machines with UBEO which includes the monthly Lease payment, monthly usage of around 65,000 b/w prints, and 40,000 color prints. The proposed new lease agreement will drop to approximately $115,000.00 with the same usage. The term of this agreement will be sixty -three (63) months. This agreement includes annual maintenance, necessary repairs, and all toner /ink required for the machine to function. GOAL To upgrade multi- function copiers and printers throughout the City that will allow encrypted scans from the copier to email enhancing cybersecurity protocols throughout the City. COMMUNITY BENEFIT Ensuring confidential and protected information remains secure will ensure Staff can adhere to cybersecurity protocols. SUMMARY OF RECOMMENDED ACTION Staff recommends approval of resolution 22 -R -127 FISCAL IMPACT The funds for this contract were approved as part of the 22 -23 budget. RECOMMENDATION Staff recommends approval of resolution 22 -R -127 Attachments resolution 22 -r -127 Agreement RESOLUTION NO. 22 -R -127 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, AUTHORIZING A CONTRACT WITH UBEO BUSINESS SERVICES TO PROVIDE MANAGED PRINT EQUIPMENT AND SERVICES. WHEREAS, the City of Schertz (the "City ") has a need to replace existing multi - function printers; and WHEREAS, UBEO Business Services is the City's existing service provider; and WHEREAS, UBEO Business Services has an awarded Group Purchasing Cooperative Contract on the Sourcewell Purchasing Cooperative; and WHEREAS, Authority for participation in Group Purchasing Cooperatives is granted under Texas Government Code §§ 791.001 et seq as amended. Cooperative Purchasing Services under this interlocal agreement (ILA) are extended to all Texas State, City or County Government Agencies, or any other Local Government Entity as defined in the Texas Government Code§ 791.003 WHEREAS, City staff has determined that UBEO Business Services is qualified to provide such services for the City. 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 and deliver a contract in substantially the same form as Attachment A with UBEO Business Services for an amount not to exceed $145,000.00 per fiscal year for a term of five (5) years. 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 1 st day of November, 2022 Sheila Edmondson, Deputy City Secretary CITY OF SCHERTZ, TEXAS Mayor, Ralph Gutierrez M ub o B U S I N E S S MANAGE RENTAL AGREEMENT ru S E R V I C E S Owner: UBE , LLC BIII TO Fun CUSYemer L.gal Nam. Cont.ct Person lastalletloa S. Key operator Schertz, City of Julie Gohlke S "et Ad— nne nue 1400 Schertz Pkvvy Purchasing & Asset Manager S,dSONFI,Org Telephone # Telephone # 210 -619 -1163 Oty State Zip Cotle Facsimile N Facsimile # Schertz TX 78154- (210)619-1169 lroalIM— Address (If different from above) mall mall mulitple ohlke schertz.com Quantity Make Item Description (or Accessories) 1 20 Konica Minolta AA7R011 Bizhub C450i 2 12 Lexmark 47C9900 -- XC4352 3 1 HP 3EK11 F #B1 K HP DesignJet T1600 4 5 *" *Montly Payment does not include service &/or supplies for the HP DesignJet T1600 6 * Sourcewell 030321 -KON 7- 8 t' t.�rtl it t F (rl�t. y ;F,�l tNt $t 1 "RE 1tt,1 t . fi if iiii II (iii i( �iit 3 Z I {ii (i I {ii( Supplies (toner and developer in colors, black, cyan, magenta and yellow) and waste toner bottles are included at no additional charge, unless otherwise indicated. Throughput materials (paper stocks, staples, etc.) and toner and developer in colors clear, gold, silver, white, and fluorescent pink are NOT included. BLACK Supplies Included ❑ NO COLOR Supplies Included ❑ NO AGREEMENT NUMBER All amounts exclusive of applicable taxes SALES REPRESENTATIVE THIS AGREEMENT CANNOT BE TERMINATED EARLY. Brady Wells Additional Terms and Conditions on Second Page. Other Agreed Upon Addendum(s) include: �t t �y;.i�Y�f V,,"'70'771 j ""N"T", {1111111 During the term of this Agreement, Owner may substitute and /or change the tools and equipment that it uses in providing the images and other solutions being provided to Customer. In these situations, Owner will explain the changes to Customer and Customer will sign an updated schedule incorporating the changes to the equipment and related products in the Customer's possession and /or being used to provide the solution. In addition, if customer's needs and /or the available technology changes dramatically, either party may initiate discussions to revise this Agreement; provided that any such change must be mutually agreed to in a new agreement or amendment signed by authorized individuals on behalf of both Customer and Owner. 1 of 2 Rev: 5/1/2022 UMANAGE RENTAL AGREEMENT TERMS and CONDITIONS 1. Ownership and Use of System: Owner is the sole owner and title holder to the "System ". The "System" shall mean all hardware (and, except as limited by section 10 below, software) included on the UMANAGE Rental Agreement. Customer agrees to keep the System and associated products free and clear of all liens and claims. Customer agrees that the System and associated products will be used solely for business purposes and not for consumer purposes or personal use and that the Customer's location is a business address. 2. Payment: Monthly payments will begin on the Commencement date. The Customer agrees to pay Owner the base payment which includes the minimum base image allowance when due. The Customer also agrees to pay a charge for each image in excess of the image allowance. The base payment and the charge for overages are as indicated on the first page of this Agreement. If any payment is more than ten days late, the Customer agrees to pay a fee of up to 15% or $29 (whichever is greater) on the overdue amount, but not to exceed the maximum amount allowed by law. The Customer also agrees to pay $35 for each check that the bank returns for insufficient funds or any other reason. Al the end of the first year of this Agreement, and once each successive twelve month period thereafter, Owner may increase the base payment and the Excess Per Image charges by an amount not to exceed 6% of the then current payment and charges. The Customer's obligation to pay the base payments and its other obligations hereunder is absolute and unconditional and is not subject to cancellation, reduction, setoff or counterclaim. THIS AGREEMENT IS NON - CANCELABLE. 3. Excess Images: Customer will submit true and accurate System meter readings to Owner for the System by the end of the second workday of each billing period in any reasonable manner requested by Owner, including an automated collection system. If Customer fails to submit meter readings, Owner may estimate meters and generate invoicing based upon the estimated meter readings. 4. Term and Transition Billing: This Agreement is binding upon Customer on the date Customer signs the Agreement. The Agreement is effective on the date Customer signs the Delivery and Acceptance ( "Effective Date "). The term of the Agreement begins on date designated by us after receipt of all required documentation and acceptance by us ( "Commencement Date') and continues for the number of months designated as "Term" on the first page of this Agreement. Customer agrees to pay an interim base payment in the amount of 1/30 of the monthly base payment, for each day from and including the Effective Date until the day preceding the Commencement Dale. 5. Upgrade and Downgrade Provision: Owner may review your image volume and, in its discretion, propose options for upgrading or downgrading to accommodate your needs. 6. Taxes and Fees: This is a net agreement. In addition to rent, the Customer agrees to pay all taxes, fees, and filing costs related to the use of the System, even billed after the end of the Agreement. Owner will file property tax returns and bill the Customer as soon as an invoice from the local jurisdiction is received. Owner has the option to estimate any taxes due for the year and bill the Customer periodically in advance on the basis of that estimate. The Customer agrees that if Owner pays any taxes or charges on the Customer's behalf, Customer will reimburse Owner for all such payments and will pay Owner a fee for collecting and administering any taxes, assessments or fees and remitting them to the appropriate authorities. The Customer will indemnify Owner on an after -tax basis against the loss of any tax benefits anticipated at the Commencement Date arising out of the Customer's acts or omissions. Owner may charge Customer a reasonable fee to cover documentation and investigation costs. Any amount charged under this agreement may include a profit. T UCC Filing: The Customer authorizes Owner or its assignee to sign any documents in connection with the Uniform Commercial Code ( "UCC ") on the Customer's behalf. The Customer authorizes Owner to insert the serial numbers) of the System in this Agreement (including any schedules) and in any filings. In order to protect our rights in the System. Customer grants the Owner a security interest in the System if this Agreement is deemed a secured transaction and Customer authorizes Owner to record a UCC -1 financing statement or similar instrument, and appoint Owner as its attorney -in -fact to execute and deliver such instrument, in order to show Owner's interest in the System. 8. Collateral Protection, Liability and Insurance: The Customer is responsible for any damage to or loss of the System and any losses or injury caused by the System. The Customer promises to keep the System fully insured against loss until the Agreement is paid in full and maintain insurance that protects Owner from liability for any damage or injury caused by the System or its use. The Customer promises to provide Owner with evidence of the insurance, showing Owner as the loss payee for the full replacement value of the System and additional insured for public liability and third party property insurance, upon request. If Customer fails to provide such evidence within 30 days after the commencement of this Agreement, Owner has the option, but not the obligation to do as provided in either (A) or (B) as follows, as determined in Owner's discretion: (A) Owner may secure property loss insurance on the System from a carrier of Owner's choosing in such forms and amounts as Owner deems reasonable to protect Owner's interests. If Owner secures insurance on the System, Customer will not be named as an insured party, Customer's interests may not be fully protected, and Customer will reimburse Owner the premium which may be higher than the premium Customer would pay if Customer obtained insurance, and which may result in a profit to Owner through an investment in reinsurance. If Customer is current in all of its obligations under the Agreement at the time of loss, any insurance proceeds received relating to insurance Owner obtains pursuant to this subsection (A) will be applied, at Owner's option, to repair or replace the System, or to pay Owner the remaining payments due or to become due under this Agreement, discounted at 2% per annum; or (B) Owner may charge Customer a monthly damage surcharge of up to .0035 of the System cost as a result of Owner's credit risk and administrative and other costs, as would be further described on a letter from Owner to Customer. We may make a profit on this program. NOTHING IN THIS PROVISION WILL RELIEVE CUSTOMER OF THE RESPONSIBILITY FOR LIABILITY INSURANCE ON THE SYSTEM. Owner may file claims and endorse insurance checks on the Customer's behalf. 9. Indemnity: After installation, Owner is not responsible for any losses or injuries caused by the use or possession of the System. Customer agrees to hold Owner harmless and reimburse Owner for loss and to defend Owner against any claim for losses or injury caused by the System. This indemnity obligation will continue after the termination of this Agreement if the loss or injury occurred during the term of the Agreement. The Customer agrees to reimburse Owner for and defend Owner against any claims, for losses or injuries caused by the System, unless such losses or injuries are caused by the gross negligence or willful misconduct of Owner. IN NO EVENT SHALL OWNER BE RESPONSIBLE FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES. 10. Maintenance and Care of Owner's System: The Customer agrees to install, use and maintain the System in accordance with the dealer specifications and use only those supplies supplied or approved by USED, LLC which meet manufacturer specifications. Customer agrees to maintain the System in good working condition, eligible for manufacturer's certification, normal wear and tear excepted. Maintenance provided by USED, LLC is non - cancellable for the term of the agreement for the listed System. Maintenance includes and is limited to; parts repair or replacement and associated labor, for service required as a result of normal wear and tear. Supplies (loner and developer in colors, black, cyan, magenta and yellow) and waste toner bottles are included at no additional charge. Toner usage is based on manufacturer's suggested yields. Excess usage can be billed when suggested yields are exceeded. Throughput materials (paper stocks, staples, etc.) and toner and developer in colors clear, gold, silver, white and fluorescent pink are NOT included. Work associated with Customer's Information Technologies not listed on this Agreement, including but not limited to Software, Computers, Data Files and Network is not covered by the Owner, and is billable to Customer. Owner is not responsible for any damage to Customer's Information Technology Systems. Customer is responsible for all Software Agreements and Owner is not a party to any such licensing but will include such software as part of the Agreement. Owner does not own any software and cannot transfer any interest in it to Customer. In Accordance with this agreement, within 10 days of the expiration or earlier termination, for whatever reason, of the Agreement, Customer will deliver the System to Owner in good condition and repair, except for normal wear and tear. USED, LLC agrees not to disclose any customer information to manufacturers or competitors that is not required by law. 11. Location of System: The Customer will keep the System at the location specified in this Agreement. The Customer must obtain Owner's written permission to move the System. The Customer will allow Owner or its agents to inspect the System at any reasonable time wherever it is located. 12. Assignment: THE CUSTOMER HAS NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE SYSTEM OR THIS AGREEMENT. Owner may sell, transfer or assign this Agreement without notice and if Owner does, the assignee will have the same rights and benefits Owner has and will not have to perform any of "Owner's" obligations. UBEO, LLC will retain those obligations and Customer agrees that the rights of the assignee will not be subject to any claims, defenses or setoffs the customer may have against the Owner. 13. Warranty Disclaimer: OWNER MAKES NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE SYSTEM IS FIT FOR A PARTICULAR PURPOSE OR THAT THE SYSTEM IS MERCHANTABLE. OWNER TRANSFERS TO CUSTOMER ANY WRITTEN WARRANTIES MADE BY THE VARIOUS MANUFACTURERS REPRESENTED IN THIS AGREEMENT. CUSTOMER AGREES CUSTOMER HAS SELECTED THE SUPPLIER AND EACH ITEM OF SYSTEM AND ASSOCIATED PRODUCTS BASED UPON ITS OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY ORAL STATEMENTS OR REPRESENTATIONS MADE BY OWNERS. CUSTOMER WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER, LICENSOR OR MANUFACTURER, AND FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE CUSTOMER'S OBLIGATIONS TO OWNER UNDER THIS AGREEMENT. 14. Default and Remedies: The Customer will be in default if any of the following occurs: (i) Customer does not pay any amount under this Agreement or other sum due to Owner or any other entity, (ii) Customer breaches any other term of this Agreement or any other agreement with Owner or any material agreement with any other entity, (iii) Customer or any guarantor dies, dissolves or terminates existence; (iv) Customer makes or has made false statement or misrepresentation to Owner; (v) there has been a material adverse change in Customer or any guarantor's financial, business or operating condition; (vi) any guarantor defaults under any guaranty for this Agreement; (vii) Customer or any guarantor becomes insolvent or unable to pay its debts when due; Customer stops doing business as going concern; Customer merges, consolidates, or transfers all or substantially all of its assets; or (viii) Customer makes an assignment for the benefit of its creditors or voluntarily file or have filed against it an action under any bankruptcy proceedings. If the Customer defaults, Owner can take the following remedies: a) terminate this Agreement; b) require Customer to pay 1) all past due amounts hereunder and 2) all remaining payments for the unexpired term, discounted to present value at a 2% discount rate; c) require Customer to return the System to Owner at the Customer's expense; or d) exercise any other remedy available at law or equity. The Customer promises to pay Owner's reasonable attorney fees and any cost associated with enforcement of this Agreement. Customer also agrees to pay interest on all past due amounts, from the due date, at 1.5% per month. This action will not void the Customer's responsibility to maintain and care for the System, nor will Owner be liable for any action taken on any third party's behalf. 15. Business Agreement and Choice of Law: THE CUSTOMER AGREES THAT THIS AGREEMENT WILL BE GOVERNED UNDER THE APPLICABLE LAW OF THE STATE IN WHICH OWNER (OR, IF ASSIGNED BY OWNER, OWNER'S ASSIGNEE) MAINTAINS ITS PRINCIPAL OFFICES, AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN SUCH STATE. OWNER AND ITS ASSIGNEE) AND CUSTOMER WAIVE THE RIGHT TO A TRIAL BY JURY IN THE EVENT OF A LAWSUIT AND WAIVE ANY RIGHT TO TRANSFER VENUE. 16. Renewal and Return of System: After the Minimum Term, as defined by the Agreement and any written extension thereof, this Agreement will automatically renew on a twelve (12) month basis unless 1) the Customer notifies Owner in writing not less than 90 days prior to the expiration of the Minimum Term or extension of its intention to return the System and 2) the Customer returns the System as provided below. Provided the Customer has given such timely notice, it shall return the System, freight and insurance prepaid, to Owner in good repair condition and working order, ordinary wear and tear excepted, in a manner and to a location designated by Owner. The Customer must pay any additional rents due until the System is received in good working condition by Owner or its agents. Customer is responsible for protecting and removing any confidential data /images stored on the System prior to its return for any reason. Customer may not terminate this Agreement early without Owner's consent. 17. Other Rights: The Customer agrees that Owners delay, or failure to exercise any rights, does not prevent Owner from exercising them at a later time. If any part of this Agreement is found to be invalid, then it shall not invalidate any of the other parts and the agreement shall be modified to the minimum extent as permitted by law. The terms of this Agreement supersede any related Purchase order. 18. UCC -2A Provisions: Customer waives any and all rights and remedies granted to Customer under Sections 2A -508 through 2A -522 of the UCC and agrees that this Agreement, in the hands of Owner's assignee, is, or shall be treated as, an agreement of the type defined in Section 103(1)(g) of Article 2A of the UCC. 19. Entire Agreement: This Agreement represents the entire Agreement between Owner and the Customer regarding the financing of the System. Neither Owner nor the Customer will be bound by any amendment, waiver, or other change unless agreed to in writing and signed by both parties. 20. MISCELLANEOUS: Any change in any of the terms and conditions of this Agreement must be in writing and signed by Owner. Customer agrees, however, that Owner is authorized, without notice to Customer, to supply missing information or correct obvious errors in this Agreement. A fax or electronically transmitted version of Customer's signature on this Agreement when received by Owner shall be binding upon Customer as if originally signed. The parties agree that this Agreement and any related documents may be authenticated by electronic means. Customer agrees not to raise as a defense to the enforcement of this Agreement or any related documents that Customer executed or authenticated by electronic means. However, this Agreement shall be binding on Owner when signed by Owner. Both Customer and Owner agree that the version of this Agreement with Owner's original signature shall constitute the original authoritative version. Within 30 days after Owner's request, Customer will deliver all requested information (including tax returns) which Owner deems reasonably necessary to determine Customer's current financial condition and faithful performance of the terms hereof. 2 of 2 How b/1/2022 ►0\ d'':6'i F-11 I Lei ► -11 ITITZIN,1791F n This is an addendum ( "Addendum ") to and part of that certain agreement between UBEO, LLC ( "we ", "us ", "our ") and Schertz, City of ( "Governmental Entity ", 'you ", "your "), which agreement is identified in our records as agreement number 1816069 ( "Agreement "). All capitalized terms used in this Addendum which are not defined herein shall have the meanings given to such terms in the Agreement. APPLICABLE TO GOVERNMENTAL ENTITIES ONLY You hereby represent and warrant to us that as of the date of the Agreement: (a) the individual who executed the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required procedures necessary to make the Agreement a legal and binding obligation against you have been followed; (c) the Equipment will be operated and controlled by you and will be used for essential government purposes for the entire term of the Agreement; (d) that all payments due and payable for the current fiscal year are within the current budget and are within an available, unexhausted, and unencumbered appropriation; (e) you intend to pay all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (f) your obligations to remit amounts under the Agreement constitute a current expense and not a debt under applicable state law; (g) no provision of the Agreement constitutes a pledge of your tax or general revenues; and (h) you will comply with any applicable information reporting requirements of the tax code, which may include 8038 -G or 8038 -GC Information Returns. If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period, you shall have the right to return the Equipment and terminate the Agreement on the last day of the fiscal period for which funds were available, without penalty or additional expense to you (other than the expense of returning the Equipment to the location designated by us), provided that at least thirty (30) days prior to the start of the fiscal period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying that (a) you are a state or a fully constituted political subdivision or agency of the state in which you are located; (b) funds have not been appropriated for the applicable fiscal period to pay amounts due under the Agreement; (c) such non - appropriation did not result from any act or failure to act by you; and (d) you have exhausted all funds legally available for the payment of amounts due under the Agreement. You agree that this paragraph shall only apply if, and to the extent that, state law precludes you from entering into the Agreement if the Agreement constitutes a multi -year unconditional payment obligation. If and to the extent that the items financed under the Agreement is /are software, the above - referenced certificate shall also include certification that the software is no longer being used by you as of the termination date. The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of the Agreement. Stated SIGNATURE PRINT NAME & TITLE DATE UBEO of San Antonio SIGNATURE PRINT NAME & TITLE DATE 001 886.1.3.4-VP07NAMC0622 GOVERNMENTAL CERTIFICATE This certificate is to and part of that certain agreement between UBEO of San Antonio ( "our ") and Schertz, City of ( "Governmental Entity "), which agreement is identified in our records as agreement number 1816069 ( "Agreement "). All capitalized terms used in this certificate which are not defined herein shall have the meanings given to such terms in the Agreement. 1, THE UNDERSIGNED, HEREBY CERTIFY THAT, AS OF THE DATE OF THE AGREEMENT, (A) THE INDIVIDUAL WHO EXECUTED THE AGREEMENT HAD FULL POWER AND AUTHORITY TO EXECUTE THE AGREEMENT AND (B) THE REPRESENTATIONS SET FORTH IN THE AGREEMENT ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS. SIGNATURE: X NAME & TITLE: DATE: VP07MC_0116 KONICA MINOLTA Business solution t. q 11tv, ti. tS,r 3y aatP ¢?u Fx�, t n {, `t, 4r «. , � �., .. . -m < ,r remWauv� +p� .. .:Y" *^".. >w:. a,+a`.n. � .... � a 3 N: ..,.Y ..sw• :. j' d, U`�. r S, a`�{ ,a.,. ^f, 'z ,, a,S• „g ,. � .r ' �wwx ,. �a:? jj py ,'J y R,¢ ti `.:' tsa a ,. =i „Sr ,i in `• a3 i e, .ca a {?�- 1� Home How to Join rc ll Printers Unified o municat on Administrative Solutions Contact a Contrad 030321,-KON Contract # 09 032,0-KON Contr-act 022719-KON Contract #030321-KON Multi-Function Copiers, Printers and Equipment Applicable to Scanned Data Management Effective Dates: April 22, 2021 - April 19, 2025 Contract Unified Communications and belated Services, Equipment and Applications Effective bates. April 11,201 g - April 11,2 23 Contract Public Sector and Education Administration Software Solutions with Related Services Effective Cates. October 3,2020 - November 2,202 Operating as a complete solution provider to Sourcewell, Konica Minolta will provide solutions in the areas of 's, Production Print Products and Services, IT Services, Enterprise Content Management, Document Workflow Solutions, Specialty Products such as 3D Printers, Wide Format and Scanners, Managed Print Services, Facilities Management, Work Smart Technology, and Interactive Classroom Technology. All our products and services are offered nationwide by more than 125 direct sales locations; and by approximately 350+ Monica Minolta authorized deal Schertz, City of 1400 Schertz Pkwy Schertz, TX 78154 Maintenance and Supplies for the equipment listed below will be included in the new Ubeo contract for App# 1816069 The images made on the equipment listed below will be included with the image allowance and access images over allowance billing on the new Ubeo contract for App# 1816069 EID Model Serial Number A11439 bizhub C658 A79JO13007556 A11431 bizhub C658 A79JO13006483 A11437 bizhub C658 A79JO13007231 A11436 bizhub C658 A79JO13007475 A11438 bizhub C658 A79JO13007169 A11444 bizhub C558 A79KO11019934 A11454 bizhub C558 A79KO11019818 A11455 bizhub C558 A79KO11019716 NAME: Title: Company: Schertz, City of Date: Manufacturer Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Konica Minolta Copie Canon Printer Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Lexmark Copier Total Current Costs Average Monthly Volume B/W Model bizhub C550i bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C558 bizhub C658 bizhub C658 bizhub C658 bizhub C658 bizhub C658 imagePROGRAF TX- 3000 XC4140 XC4140 XC4140 XC4140 XC4140 XC4140 XC4140 XC4140 XC4140 XC4140 XC4150 $9,478.70 65,062 Replacement KM C450i KM C450i KM C450i KM C450i KM C450i KM C450i KM C450i KM C450i KM C450i KM C450i KM C450i KM C450i KEEP KM C450i Lexmark XC4352 KM C450i KM C450i KM C450i KEEP KEEP KMC450i KMC450i KMC450i KMC450i Add encrypt board Add encrypt board Add encrypt board Add encrypt board Add encrypt board HP T1600 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Lexmark XC4352 Average Monthly Volume Color 40,209 Proposed Total Cost $9,367.00 Includes 65,000 B/W per month Includes 40,000 color per month Overages at .0059 B/W and .049 Color Serial EID Address AA7P011003307 A13489 11 Commercial PI Schertz TX 78154 -3102 A79KO11018007 A11426 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11018163 A11429 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11018018 A11428 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019875 A11432 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019873 A11433 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019950 A11434 30 Commercial PI Building 1 Schertz TX 78154 -1634 A79KO11019927 A11435 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019841 A11440 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019830 A11441 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019805 A11443 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019886 A11430 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019934 A11444 798 Schertz Pkwy Schertz TX 78154 -1954 A79KO11017561 A11424 10 Commercial PI Ste 1 Schertz TX 78154 -3101 A79KO11019865 A11449 10 Commercial PI # 1 Schertz TX 78154 -3101 A79KO11019883 A11450 10 Commercial PI # 1 Schertz TX 78154 -3101 A79KO11019814 A11451 10 Commercial PI # 1 Schertz TX 78154 -3101 A79KO11019776 A11452 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019818 A11454 798 Schertz Pkwy Schertz TX 78154 -1954 A79KO11019716 A11455 798 Schertz Pkwy Schertz TX 78154 -1954 A79KO11019755 A11442 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11018139 A11427 1400 Schertz Pkwy Schertz TX 78154 -1634 A79KO11019969 A11453 10 Commercial PI # 1 Schertz TX 78154 -3101 A79KO11019763 A11480 800 Community Cir Schertz TX 78154 -3103 A79JO13007556 A11439 1400 Schertz Pkwy Schertz TX 78154 -1634 A79JO13006483 A11431 1400 Schertz Pkwy Schertz TX 78154 -1634 A79JO13007231 A11437 1400 Schertz Pkwy Schertz TX 78154 -1634 A79JO13007475 A11436 1400 Schertz Pkwy Schertz TX 78154 -1634 A79JO13007169 A11438 1400 Schertz Pkwy Schertz TX 78154 -1634 AFMN00118 A11421 1400 Schertz Pkwy Schertz TX 78154 -1634 75288450F36G1 A11446 1400 Schertz Pkwy Schertz TX 78154 -1634 75288500F3F58 A11447 1400 Schertz Pkwy Schertz TX 78154 -1634 75288450F36GC A11448 1400 Schertz Pkwy Schertz TX 78154 -1634 75288500F3FB4 A11461 1400 Schertz Pkwy Schertz TX 78154 -1634 75288500F3FBL A11460 1400 Schertz Pkwy Schertz TX 78154 -1634 75288500F3F9D A11459 2150 Universal City Blvd Universal City TX 78148 -3443 75288500F3F8T A11457 19085 IH 35 North City is New Braunfels /78132 Schertz TX i 75288500F3F80 A11458 19085 IH 35 North City is New Braunfels /78132 Schertz TX i 75288500F3F9M A11490 104 E Huebinger St Marion TX 78124 75288500F3F8P A11479 800 Community Cir Schertz TX 78154 -3103 75288420F34BX A11999 11917 Lower Seguin Rd Schertz TX 78154 Location Engineering Department Purchasing Risk Mgmt /Bldg 2 City Secretary -Gayle /Bldg 2 City Manager- Jackie /Bldg 2 Planning /Zoning -Lisa/ Bldg 1 GIS /IT- Tony/ Bldg 1 Community Center - Bldg 3 Public Affairs /Civic Center -Linda Purchasing -Gary/ Bldg 9 EMS Business- Allison /Bldg 9 Police Records Police /CID- Esther /Bldg 6 Library Printer /Coin Op- Melissa Parks Fleet PW /Sign Shop. Last bay on left side of building Public Works, Building 2 Human Resources /Bldg 2 Library Printer /Coin Op- Melissa Library Printer /Coin Op- Melissa Fire Rescue 1 /Bldg 8 EDC- Patty /Bldg 2 Facilities - Judy Animal Shelter Finance /Bldg 2 Business office building 1 Municipal Court /Bldg 1 EMS Admin /Bldg 7 Police Dept /Bldg 6 Community Center - MaryBldg 3 Customer Relations /Bldg 2 FD Radio Rm /Bldg 8 EMS 1 -Radio Rm /Bldg 7 PD /Chief /Bldg 6 PD Dispatch EMS Universal City, station 2 EMS 2 /Supply Room Fire /Rescue 2 EMS Serial Number Change Animal Shelter Schertz Fire Rescue Agenda No. 2. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: Economic Development Corporation Subject: Resolution No. 22 -R -110 - A Resolution by the City Council of the City of Schertz, Texas authorizing an Economic Development Performance Agreement between the City of Schertz, City of Schertz Economic Development Corporation and 3009 OAC Investments, LLC. (M. Browne/ A. Perez) BACKGROUND 3009 OAC Investments, LLC seeks to construct a 9,900 sq. ft. office building generally located near the southeast corner of Elbel Rd and Roy Richard Dr. The development will consist of $3,000,000 in real property investment and create 1 full time job and 40 -60 general contractor positions that will use the site as a base for remote work throughout the area. The anchor tenant will be Coldwell Banker D'Ann Harper, REALTORS® is the leading residential real estate brokerage in the South Texas and San Antonio area with 9 offices and more than 425 Sales Agents serving the local communities. The company services roughly 7,500 square miles of the central Texas real estate market including the areas of Bandera, Boerne, Fredericksburg, Kerrville, Schertz, New Braunfels, San. Antonio, San Marcos and Universal City. The project was impacted by an unexpected cost of the extension of backbone power infrastructure across Roy Richard Dr. and the inability to secure concessions from the City of Schertz to provide power to the site via overhead power lines. Typically, to manage costs in support of this type of development, the City of Schertz may provide, on a case -by -case basis, the option of waiving the requirement to provide power to the site through undergrounding of utilities. Allowing developments to secure power through overhead lines lowers and balances costs in certain instances and when appropriate. However, this site was impacted by the inability to secure easements from the Schertz Seguin Local Government Corporation (SSLGC) and GVEC. These entities could not provide easements without impacting operational standards for access to their facilities, and so the City of Schertz could not provide any further assistance to manage the cost of the extension of utilities. GVEC estimates the total cost for the provision of power, including the extension of backbone infrastructure, to be over $108,000 for each of the two projects seeking to invest in a similar office development along Roy Richard Dr. This includes a GVEC credit of over $5,000 for two years of projected usage. The companion development is RE Schertz, LLC. is impacted by the same challenges and constraints for an even smaller development. While the projects are being provided separate agreements, SEDC staff reviewed the project understanding this investment would enable both projects to proceed. GOAL Support the continued office /retail development along Roy Richard Dr. and secure the development of 9,900 sq. ft. office building through the provision of assistance to extend backbone electrical infrastructure through a partnership between the City of Schertz and the Schertz Economic Development Corporation. COMMUNITY BENEFIT Provision of electrical infrastructure necessary for new office /retail development along Roy Richard Dr. This action secures a 9,900 sq. ft. office building and new taxable value of approximately $2,000,000. SUMMARY OF RECOMMENDED ACTION Approval of a Chapter 380 economic development performance agreement and a one -time SEDC Infrastructure Grant with a combined value of no more than $50,000 over a period of up to 10 years to support continued retail/office development along Roy Richard Dr and secure a 9,900 sq ft office building. FISCAL IMPACT Over a ten -year period, the estimated revenue to the City of Schertz is projected at approximately $99,000. With a total maximum grant value of $50,000 over a ten -year period, this agreement will have an estimated net fiscal impact is $49,000. The City of Schertz will budget annually for the estimated annual grant of $4,950 (up to $25,000 over 10 years) from the General Fund. Additionally, SEDC will pay a reimbursement grant of up to $25,000 from an allocation from the SEDC Reserve Fund. RECOMMENDATION Staff recommends approval of City Council of Resolution 22 -R -110. Attachments Agreement OAC Investment Resolution 22 -R -110 ECONOMIC DEVELOPMENT AGREEMENT STATE OF TEXAS COUNTY OF GUADALUPE THIS AGREEMENT ("Agreement") by and between the CITY OF SCHERTZ, TEXAS, a Texas municipal corporation (the "City"), the Schertz Economic Development Corporation, a Texas Non-profit Type B Development Corporation (hereinafter referred to as "SEDC") and 3009 OAC Investments, LLC, a Texas limited liability company, its successors or assigns ("Developer"), (City, SEDC and Developer collectively referred to as the "Parties" and sometimes individually as a "Party"), is entered into upon the "Effective Date," as more clearly defined herein. WHEREAS, by Ordinance No. 12-T-15, the City established a City of Schertz Economic Development Incentives Policy under Chapter 380, Texas Local Government Code, as amended ("Chapter 380"), and under the Development Corporation Act, Texas Local Government Code Chapters 501 and 505, as amended (the "Development Corporation Act"), to promote economic development and to stimulate business and commercial activity in the City; and WHEREAS, in accordance with Article 111, Section 52-a of the Texas Constitution, and Section 380.001 of the Texas Local Government Code ("Section 380"), the City may establish and provide for the administration of a program for making loans and grants of public money to promote state or local economic development and to stimulate business and commercial activity in the City; provided the program created or loan or grant made is not secured by a pledge of ad valorem taxes or financed by the issuance of any bonds or other obligations payable from ad valorem taxes of the City; and WHEREAS, City and the SEDC are willing to participate in enhancing, expanding, and retaining businesses within the City that are qualified economic development prospects; and WHEREAS, Developer owns approximately 1.3 acres of real property in the City, generally described as Lot 1, Block I of the Blackburn Subdivision, as depicted in the attached Exhibit "A" (the "Property"); and WHEREAS, Developer intends to develop the Property primarily as a commercial/retail project consisting initially of an approximately 9,900 square foot office building (the "Project," as more fully shown in the Project Site Plan attached as Exhibit "B" that will require significant investment, including the construction of public improvements and infrastructure; and WHEREAS, the Property currently has an assessed value of $497,173.00, currently generates less than $2,550 in annual ad valorem property taxes for the City, and currently generates no sales tax for the City; and WHEREAS, the Developer expects a total investment of approximately $3 million for the development of the Project; and I WHEREAS, upon completion of the Project, the Property may potentially have an appraised value of over $2,000,000; and WHEREAS, Developer shall create and maintain a minimum one (1) full -time job and 40 -60 independent contractors equivalent jobs during the entire term of this Agreement; and, WHEREAS, the Project includes significant public infrastructure improvements, such as the construction of public roads and other traffic improvements, the construction of water, sewer and other utility infrastructure, and the construction of drainage improvements; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve all programs and expenditures. WHEREAS, the Parties agree that the provisions of this Agreement substantially advance a legitimate interest of the City and SEDC by providing public infrastructure, expanding the tax base of the City, increasing employment, and promoting economic development. NOW, THEREFORE, for and in consideration of the promises and the mutual agreements set forth herein, the Parties hereby agree as follows: ARTICLE I RECITALS 1. Recitals. The recitals set forth above are declared true and correct by the Parties and are hereby incorporated as part of this Agreement. I" 1. Authority. The City's execution of this Agreement is authorized by the Texas Constitution, Chapter 380 of the Texas Local Government Code, the City Charter and through the appropriate approval by its governing body, and constitutes a valid and binding obligation of 2 the City. The SEDC's execution of this Agreement is authorized by Chapters 501 and 505 of the Texas Local Government Code and through the appropriate approval by its governing body and constitutes a valid and binding obligation of the SEDC. The Parties acknowledge that the Developer is acting in reliance upon the City's and SEDC's performance of their respective obligations under this Agreement in making the decision to commit substantial resources and money to the establishment of the Project. 2. Term. This Agreement shall become enforceable upon the Effective Date, hereinafter established, and shall continue until the Expiration Date (the "Term "), unless terminated sooner in accordance with Article VII. The "Expiration Date" shall mean the earlier o£ A. The City's fulfillment of all obligations and conditions herein and the reimbursement pursuant to the City Tax Reimbursement Grant and Public Infrastructure Grant of the Maximum Grant Amount to Developer; or B. Ten (10) years from the last day of the First Full Grant Period. 3. P=ose. The purpose of this Agreement is to formalize the agreements between the City, SEDC and Developer for the granting of public funds in the form of Infrastructure Reimbursement Grants to assist with costs associated with Developer's Project and specifically state the covenants, representations of the Parties associated with Developer's commitment to abide by the terms of this Agreement which has been approved by the Parties as complying with the specific requirements of the state law. It is expressly agreed that this Agreement constitutes a single transaction. A failure to perform any obligation by the Developer may constitute a breach of the entire Agreement and terminate any further commitments (if any) by the City and SEDC unless an alternative penalty or remedy is provided for herein. 4. Administration of Agreement. Upon the Effective Date, the City and SEDC delegate the administration and oversight of this Agreement to the Executive Director of the SEDC. All current or future administration and reporting to the State of Texas associated with Chapter 380 of the Texas Local Government Code is delegated to the City of Schertz. Any proposed amendments to the Agreement shall require the approval of the Board of Directors of the SEDC and the City Council of the City of Schertz, Texas. ARTICLE III DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed below. All undefined terms shall retain their usual and customary meaning as ascribed by common and ordinary usage. "City Infrastructure Grant" shall mean the City's payment to a Developer reimbursing that Developer for 50% of ad valorem taxes paid to the City of Schertz on real property and personal property and attributed to the Project above the Base Year value. 3 "Bankruptcy" or "Insolvency" shall mean the dissolution or termination of a Party's existence as a going business, insolvency, appointment of receiver for any party of such Party's property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed within ninety (90) days after the filing thereof. "Base Year Value" shall mean the value of the Property as of January 1, 2022. "Certificate of Occupancy" shall mean the signed certificate issued by the City of Schertz Inspections Division granting the Developer the right to occupy the Facility and confirming that the entire work covered by the permit and plans are in place. "Default" shall mean failure by any Party to timely and substantially comply with any performance requirement, duty, or covenant if uncured within sixty (60) days of receiving written notice from any other Party. "Developer" shall mean 3009 OAC Investments, LLC, a Texas limited liability Developer, and/or its successors and assigns. "Effective Date" shall mean the date in which the Agreement is effective, which is the date the Agreement is executed by all parties. "First Full Grant Period" shall mean the period beginning on January 1 and ending on December 31 for the year following the year in which the Project receives a certificate of occupancy and begins operation. "Force Majeure: shall mean any contingency or cause beyond the reasonable control of a party, including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government, or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of a party), fires, explosions, floods, strikes, slowdowns, or work stoppages. It shall not include reasonably foreseeable interruptions in the material supply chain. "Full -Time Equivalent Employee" means an employee with a regular work schedule of at least 32 hours per week. "Grant(s)" shall collectively mean the City Infrastructure Grant and /or SEDC Infrastructure Grant to be paid to Developer as set forth herein; subject, however, at all times to the Maximum Grant Amount (as defined below). "Grant Period" shall mean each successive one (1) calendar year period, starting with the First Grant Period. "Maximum Grant Amount" shall mean up to $25,000.00 in City Infrastructure Grant and up to $25,000.00 in SEDC Infrastructure Grant for a total of no more than $50,000. 4 "Payment Request" shall mean a written request from Developer(s) to the Schertz Economic Development Corporation for payment of the applicable Grant for the applicable Grant Period. "Project" shall mean the development of the Property and associated Public Infrastructure within or adjacent to the Property. The Project shall consist of a commercial/retail development consisting of approximately 9,900 square feet of office space and public and private infrastructure. The Project shall comply generally in shape and form with the Project Site Plan, attached hereto as Exhibit "B." "Property" shall mean the real property described in Exhibit "A," upon which the Project, authorized by this Agreement, shall be constructed. "Public Infrastructure" shall mean the improvements constructed by the Developer including, but not limited to, public roads, traffic improvements, utility infrastructure, drainage facilities, and other infrastructure as may be illustrated in the Project Site Plan, attached hereto as Exhibit "B ". "State of Texas" shall mean the Office of the Texas Comptroller or its successor. ARTICLE IT ECO-kTO The Public Infrastructure shall be constructed by Developer, at no expense to the City, and shall comply with the requirements of this Agreement and applicable ordinances rules and regulations, of the City. The Public Infrastructure, combined with the bringing of office development to Schertz, Texas, the increased tax revenue, and other benefits potentially created by the Project, are intended to provide a catalyst to the economy of the City in numerous ways. In exchange for construction of the Public Improvements and benefit conferred upon the City, City agrees to provide Developer with the economic development incentives, which under no circumstance shall exceed the Maximum Grant Amount, as outlined below. 1. City Infrastructure Grant. City shall provide a public infrastructure reimbursement grant in an amount up to $25,000.00 for verified Developer public infrastructure expenditures within the Project. City Infrastructure Grant shall be paid on an annual basis in a maximum yearly amount of Fifty Percent (50 %) of the annual ad valorem taxes paid to the City. 2. SEDC Infrastructure Grant. SEDC shall provide a public infrastructure reimbursement grant in an amount up to $25,000.00 for verified Developer public infrastructure expenditures within the Project. Said Infrastructure Grant shall be paid within sixty (60) days after receipt of a copy of the Certificate of Occupancy. 5 3. The obligation of the City and SEDC to pay any Grants shall be conditioned upon Developer's continued compliance with and satisfaction of, in all material respects, each of the applicable conditions set forth in this Agreement and Table A. Table A Year Ending Jobs Minimum Potential Infrastructure Annual Report December Required Property Grant Payment as defined Due Value in Article IV Required 0-2022 1-2023 SEDC Infrastructure Grant February 15, 2024 2-2024 1 $2,000,000 City Infrastructure Grant February 15, 2025 3-2025 1 $2,000,000 City Infrastructure Grant February 15, 2026 4-2026 1 $2,000,000 City Infrastructure Grant February 15, 2027 5-2027 1 $2,000,000 City Infrastructure Grant February 15, 2028 6-2028 1 $2,000,000 City Infrastructure Grant February 15, 2029 7-2029 1 $2,000,000 City Infrastructure Grant February 15, 2030 8-2030 1 $2,000,000 City Infrastructure Grant February 15, 2031 9 —2031 1 $2,000,000 City Infrastructure Grant February 15, 2032 City Infrastructure Grants are continued until the Maximum Grant Amount is reached or (10) ears from the last day of the First Full Grant Period as described in Article II. 4. Required Reporting Annual Report. The Company shall submit an Annual Certification Report (an "Annual Report ") for the preceding Calendar Year to the Executive Director of the Corporation each year not later than February 15 ". The Annual Report should substantially conform to the Form of Annual Certification Report attached as Exhibit A to this Agreement. The first Annual Report will be due February 15" 2024. 5. Additional Reports, Information and Privacy. (a) Upon written request by City, Developer shall within a reasonable time provide additional information reasonably necessary to determine if Developer is I in compliance with this Agreement. All information required by this Agreement shall be submitted to the City Manager at the address specified for giving notice in this Agreement. (b) All information provided by Developer to City under the required reporting section shall be deemed confidential and shall not be provided to any person outside City government and shall not be subject to public inspection in accordance with the Texas Public Information Act, pursuant to section 552.110 of the Texas Government Code. In the event a request is made for such information, City will not disclose the information unless required to do so by the Attorney General of Texas. (c) The payment of all indebtedness and obligations incurred by Developer in connection with the development and construction of the Facility and the operation of the Facility shall be solely the obligations of Developer. City shall not be obligated to pay any indebtedness or obligations of Developer. (d) Developer is obligated to make timely payment of Developer -owned Real. Property and Personal Property Taxes during the Term of this Agreement. I \ : \�`II��: 1. 'J 1 I 1. Developer's Covenants and Duties. Developer makes the following covenants and warranties to the City and agrees to timely and fully perform such obligations and duties of this Agreement. Any false or substantially misleading statements by Developer contained herein or failure by Developer to timely and fully perform those obligations and duties of Developer within this Agreement shall be an act of Default by the Developer after notice and opportunity to cure as provided in this Agreement. Developer is responsible for complying with the conditions provided herein. (a) Developer is authorized to do business and is in good standing in the State of Texas and shall remain in good standing in the State of Texas during the Term of this Agreement. (b) The execution of this Agreement has been duly authorized by Developer's authorized agent, and the individual signing this Agreement is empowered to execute such Agreement and bind the entity. Said authorization, signing, and binding effect is not in material contravention of any law, rule, regulation, or of the provisions of Developer's by -laws, or of any agreement or instrument to which. Developer is a party to or by which it may be bound. (c) Developer is not a party to any Bankruptcy proceedings currently pending or contemplated, and as of the date of Developer's execution of this 7 Agreement Developer has not been informed of any potential involuntary Bankruptcy proceedings. (d) To its current, actual knowledge, Developer has acquired and maintained all necessary rights, licenses, permits, and authority to carry on its business in the City and will continue to use its best efforts to maintain all necessary rights, licenses, permits, and authority. (e) Developer shall timely and fully comply with all of the terms and conditions of this Agreement in all material respects. (f) Developer agrees to complete, or cause to be completed, the Public Improvements described herein at its sole cost and expense, except where otherwise noted herein. Developer also agrees to obtain or cause to be obtained, all necessary permits and approvals from City and/or all other governmental . agencies having jurisdiction over the construction of such Public Improvements to the Property. (g) Developer shall be responsible for paying, or causing to be paid, to City and all other governmental agencies the cost of all applicable permit fees and licenses required for construction of the portions of the Project for which Developer is responsible. Developer may develop in accordance with the ordinances, rules, and regulations of the City in effect as of the Effective Date, unless specified otherwise in this Agreement. (h) The cost of the Public Improvements and all other improvement expenses associated with the Project shall be funded through the use of the Developer' own capital or through credit secured solely by that Developer. Developer may use any or part of the Property for which it has an ownership interest as collateral for the construction loan or loans as required for the financing of the Project; however, no property with a lien still attached may be offered to the City for dedication. (i) In accordance with Texas Government Code Chapter 2264.051, Developer certifies that it, and all branches, divisions or departments of the Developer do not and will not knowingly employ an undocumented worker, as that term is defined in by Texas Government Code Chapter 2264. 0) Developer shall pay, or cause to be paid, monthly rates and charges for all utilities (such as water, electricity, and sewer services) used by Developer in regard to the development of the Project. 6. City's and SEDC's Covenants and Duties. (a) City Grant Payments. Notwithstanding any provision herein to the contrary, the City shall not be obligated to pay any amount that exceeds the M Maximum Grant Amount attributed to the City. Grant payments shall be made from sources contemplated by this Agreement over a period not to exceed the Expiration Date, subject to timely and full satisfaction of all applicable duties and terms within this Agreement. Further, City's obligations to pay Developer shall cease upon the earlier of: (1) payment in full of the Maximum. Grant Amount; (2) reaching the Agreement's Expiration Date; or (3) Default by Developer. (b) SEDC Grant Payments. Notwithstanding any provision herein to the contrary, the SEDC shall not be obligated to pay any amount that exceeds the Maximum Grant Amount attributed to the SEDC. 7. Substantial Compliance and Default. Failure by any Party to timely and substantially comply with any performance requirement, duty, or covenant shall be considered an act of "Default" by the failing Party if uncured within sixty (60) days of receiving written notice from any other Party, subject to Force Majeure. Developer may request relief from performance of any terms of this Agreement if Developer is prevented from compliance due to Force Majeure. To obtain relief based on Force Majeure, Developer(s) shall submit a written request for consent to the City, such consent not to be unreasonably withheld, delayed, or conditioned. Failure of Developer to timely and substantially cure a Default will give the City the right to terminate this Agreement as reasonably determined by the City Council of the City of Schertz, Texas. (a) Construction. All Improvements constructed on or installed, including personal property, within the Facility required by this Agreement shall be completed within 730 days from the Effective Date, and failure to comply with this section shall cause the automatic termination of this Agreement without the need for any further action by City; and, City shall have no obligation to make any Grant Payments to Developer. Enforcement of this section is subject to Force Majeure. In the event of unforeseeable third -party delays, which are not Force Majeure, and upon a reasonable showing by Developer that it has in good faith commenced and is diligently pursuing the correction, removal, or abatement of such delays by using commercially reasonable efforts, the City of Schertz City Council may consent to and excuse any such delays. S, (b) Full Time Employees. This section shall apply in any year that the number of Full -Time Equivalent Employees falls below the number required by this Agreement. The Grant Payments shall be prorated for each Year of the Agreement in which the Developer fails to maintain the required number of Employees for that year determined as follows: (i) Full-Time Employees. Starting January 1, 2025, each year the number of actual Full -Time Employees reported by Developer shall be subtracted from the required number of Full -Time Employees and if the difference is a positive number the Maximum Grant Amount shall be reduced by multiplying the difference by $5,000.00. As an example, in reporting year 2023 if the difference between the reported Full-Time 7 employees and required Full -Time employees is 1, the Maximum Grant Amount shall be reduced by $5,000.00. (c) Reports and Information. Developer's failure to timely and substantially comply with the reporting requirements of this Agreement shall be a default; and, City shall be under no obligation to make any Grant Payment until compliance with such reporting requirements. (d) Recapture. In the event of Default by the Developer, the City and SEDC shall as the sole and exclusive remedy for Default hereunder, after providing Company notice and an opportunity to cure, have the right to discontinue all future Grant payments and recapture all amounts previously paid under this Agreement (as applicable, the "Recaptured Amount "). (i) The Recaptured Amount shall be paid by the Developer within one hundred eighty (180) days after the date Developer is notified by the City of such Default (the "Payment Date ") provided said Default was not cured. In the event the Recaptured Amount is not repaid by the applicable Payment Date, the unpaid portion thereof shall accrue interest at the rate of two percent (2.00 %) per annum from the Effective Date until paid in full. ARTICLE VI TERMINATION 1. Termination. This Agreement shall terminate upon the earliest occurrence of any one or more of the following: (a) The written agreement of the Parties; (b) The Agreement's Expiration Date; (c) Default by Developer and termination by the City. 2. Extension Beyond Term and Reimbursement. In recognition of the fact that Grants are, by necessity, calculated and paid after taxes have been levied and paid to the City and, therefore, will always be paid in arrears, the Expiration Date of this Agreement will be extended until any and all Grants collected during the preceding year have been distributed by the City to Developer. ARTICLE VII DISPUTE RESOLUTION 1. Mediation. If a dispute arises out of or relates to this Agreement or the breach thereof, the Parties in dispute shall first in good faith seek to resolve the dispute through . negotiation between the upper management of each respective Party. If such dispute cannot be settled through negotiation, the Parties in dispute agree to try in good faith to settle the dispute by mediation under the Mediation Rules of the American Arbitration Association before resorting to 10 litigation, or some other dispute resolution procedure; provided that a Party may not invoke mediation unless it has provided the other Party in dispute with written notice of the dispute and has attempted in good faith to resolve such dispute through negotiation. The Parties in dispute shall notify the Party not in dispute of any scheduled mediation at least fourteen (14) days prior to the mediation. Notwithstanding the foregoing, any Party may seek immediate equitable relief, without attempting to settle a dispute through mediation, in any case where such Party is entitled to equitable relief by law, the terms of the Agreement, or otherwise. All costs of negotiation, mediation, and arbitration collectively known as alternate dispute resolution ( "ADR ") shall be assessed equally between the City and the Party in dispute with each party bearing their own costs for attorneys' fees, experts, and other costs of ADR and any ensuing litigation. Any Party not directly in dispute shall receive notice at least thirty days prior of any scheduled meditations and /or arbitrations. 2. During the Term of this Agreement, if Developer files and / or pursues an adversarial proceeding against the City or SEDC regarding this Agreement then, at the City's and SEDC's option, all access to the Grants to that Developer provided for hereunder may be deposited with a mutually acceptable escrow agent that will deposit such funds in an interest - bearing account until the resolution of such adversarial proceeding. ARTICLE VIII MISCELLANEOUS 1. Binding Agreement. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties, and their respective successors and assigns. The Director of the Schertz Economic Development Corporation shall be responsible for the administration of this Agreement and shall have the authority to execute any instruments, duly approved by the City Council of the City of Schertz, Texas, on behalf of the City related thereto. 2. Mutual Assistance. City and Developer will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions. 3. Representations and Warranties. City represents and warrants to Developer that this Agreement is within their authority, and that they are duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. Developer represent and warrant to the City that each individually has the requisite authority to enter into this Agreement. Assignment. Developer shall have the right to assign all of their rights, duties, and obligations under this Agreement for all or some of the Property to a duly qualified third party upon . approval by the City Council on behalf of the City. In addition, a Developer may assign its rights to receive payment under this Agreement to a lender, and upon receipt of such assignment in writing by the City, and the City's further receipt of a written notice from such lender to pay such lender directly, the City will deliver amounts owing to such Developer hereunder to such lender (payable to such lender) until such time such lender authorizes otherwise in writing, and 11 City shall be entitled to rely on any such assignment, notice and/or authorization without investigation. 4. Independent Contractors. (a) It is expressly understood and agreed by all Parties hereto that in performing their services hereunder, Developer at no time will be acting as agents of the City or SEDC and that all consultants or contractors engaged by Developer respectively will be independent contractors of the Developer; and nothing contained in this Agreement is intended by the Parties to create a partnership or joint venture between the Parties and any implication to the contrary is hereby expressly disavowed. The Parties hereto understand and agree that neither the City nor SEDC shall be liable for any claims that may be asserted by any third party occurring in connection with services performed by each Developer respectively under this Agreement, unless any such claims are due to the fault of the City or SEDC. (b) By entering into this Agreement, the Parties do not waive, and shall not be deemed to have waived, any rights, immunities, or defenses either may have, including the defense of parties, and nothing contained herein shall ever be construed as a waiver of sovereign or official immunity by the City with such rights being expressly reserved to the fullest extent authorized by law and to the same extent which existed prior to the execution hereof. (c) No employee of City, or any councilmember or agent of City, shall be personally responsible for any liability arising under or growing out of this Agreement; nor shall any board member of the SEDC. 5. Notice. Any notice required or permitted to be delivered hereunder shall be deemed delivered by actual delivery at the time of such delivery, facsimile with receipt confirmation at the time of transmission of such facsimile, or by depositing the same in the United States Mail, postage prepaid and certified with return receipt requested, at the time of such deposit, addressed to the Party at the address set forth below: If intended for City: City of Schertz Attention: City Manager 1400 Schertz Parkway Schertz, TX 78154 If intended for SEDC: Schertz Economic Development Corporation Attention: Exec. Dir. of Economic Development 1400 Schertz Parkway Schertz, TX 78154 12 With a copy to: Denton, Navarro, Rocha, Bernal, & Zech PC Attention: T. Daniel Santee 2517 North Main Avenue San Antonio, Texas 78212 If to Developer: 3009 OAC Investments, LLC Attention: Nick Rispoli & Marlee Kutzer 18756 Stone Oak Pkwy Ste 1.02 San Antonio, TX 78258 nrispoli@cbharper.com & mkutzer @cbharper.com. With a copy to: Langley & Banack Attention: James Lowery Address 745 E Mulberry Ave #700, Address San Antonio, TX 78212 Any Party may designate a different address at any time upon written notice to the other Party. 6. Governmental Records. All invoices, records and other documents required for submission to the City pursuant to the terms of this Agreement are Governmental Records for the purposes of Texas Penal Code Section 37.10. 7. Governing Law. The Agreement shall be governed by the Laws of the State of Texas, and the venue for any action concerning this Agreement shall be in Guadalupe County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8. Amendment. This Agreement may be amended by mutual written agreement of the Parties, as approved by the City Council of the City of Schertz, Texas, and the SEDC Board of Directors. 9. Legal Construction. In the event any one or more of the provisions contained in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions of this Agreement, and it is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is Legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or unenforceable. 10. Interpretation. Each of the Parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which Party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, 13 whatever its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any Party. 11. Payment of Legal Fees. Developer commits to reimburse the City for the necessary legal fees and third -party consultant fees incurred by the City in the preparation of this Agreement and any amendment to this Agreement requested by Developer. Timely payment shall be made within 60 days of submittal of invoice to Developer by the City. Each Party shall bear its own attorney's fees in connection with any dispute resolution necessary under this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written agreement between the Parties that, in any manner, relates to the subject matter of this Agreement, except as provided for in any Exhibits attached hereto or duly approved amendments to this Agreement. 13. Paragrgph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 14. Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 15. Exhibits. Any Exhibits attached hereto are incorporated by reference for all purposes. 16. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 17. Employment of Undocumented Workers. During the Term of this Agreement, each Developer agrees to not knowingly employ any undocumented workers, and, if convicted of a violation under 8 U.S.C. Section 1324a(1), that Developer shall be in Default and repay the amount of the Grants and any other funds received by that Developer from the City as of the date of such violation within one hundred twenty (120) days after the date the defaulting Developer is notified by the City of such violation, plus interest at the rate of six percent (6.00 %) compounded annually from the date of the violation until paid in full. A Developer is not liable for an unknown violation of this Section by a subsidiary, affiliate, or franchisee of Developer or by a person with whom the Developer contracts, or the other Developer, provided however that identical federal law requirements provided for herein shall be included as part of any agreement or contract which each Developer enters into with any subsidiary, assignee, affiliate, or franchisee for which Grants provided herein will be used. 18. Indemnification. DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY AND SEDC, AND THEIR RESPECTIVE OFFICERS, AGENTS AND 14 EMPLOYEES (COLLECTIVELY THE "CITY ") HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, ADJUSTMENTS, ATTORNEY FEES, COSTS, EXPENSES AND ANY CAUSE OF ACTION THAT DIRECTLY RELATES TO THIS AGREEMENT, AS A RESULT OF ANY ACT OR OMISSION OR BREACH OR NON - PERFORMANCE BY SUCH DEVELOPER UNDER THIS AGREEMENT EXCEPT THAT THE INDEMNITY PROVIDED HEREIN SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE ACTION OR OMISSIONS OF THE CITY. DEVELOPER IS RESPONSIBLE FOR ITS OWN ACTS OR OMISSIONS UNDER THIS SECTION. THE PROVISIONS OF THIS SECTION 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. 19. Additional Instruments. City and Developer agree and covenant to cooperate, negotiate in good faith, and to execute such other and further instruments and documents as may be reasonably required to fulfill the public purposes provided for and included within this Agreement. 20. Estoppel Certificate. Any party hereto may request an estoppel certificate related to the Project (hereafter referred to as "Certificate ") from another party hereto so long as the Certificate is requested in connection with a bona fide business purpose. The Certificate may include, but is not limited to, statements that this Agreement is in full force and effect without default, information on Grants that have been issued and Grants that have been requested, and such other matters reasonably requested by the Party requesting the Certificate. The remainder of this page intentionally remains blank and signature pages to follow: 15 Executed on this day of 2022. ATTEST: i Interim City Secretary APPROVED AS TO FORM: City Attorney CITY OF SCHERTZ, TEXAS C City Manager Executed on this day of 2022. DEVELOPMENT SCHERTZ ECONOMIC CORPORATION ATTEST: 16 Executed on this day of , 2022 DEVELOPER a Texas limited liability Name: Title: 17 EXHIBITS 18 Exhibit A: Property 19 Ell Exhibit B:-Project Site Plan 20 ' YN 20 RESOLUTION NO. 22-R-110 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT BETWEEN THE CITY OF SCHERTZ, CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION AND 3009 OAC INVESTMENTS, LLC; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz Economic Development Corporation ( "SEDC ") is a non- profit industrial development corporation duly established under the Development Corporation Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act "); WHEREAS, all of the powers of the corporation are vested in the SEDC Board of Directors (the "Board ") appointed by the governing body of the corporation's authorizing unit; and WHEREAS, the Act authorizes a development corporation to fund certain projects as defined by the Act and request development corporations enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and WHEREAS, by Ordinance No. 12 -T -15, the City established a City of Schertz Economic Development Incentives Policy under Chapter 380, Texas Local Government Code, as amended ( "Chapter 380 "), and under the Development Corporation Act, Texas Local Government Code Chapters 501 and 505, as amended (the "Development Corporation Act "), to promote economic development and to stimulate business and commercial activity in the City; and WHEREAS, in accordance with Article 11I, Section 52 -a of the Texas Constitution, and Section 380.001 of the Texas Local Government Code ( "Section 380 "), the City may establish and provide for the administration of a program for making loans and grants of public money to promote state or local economic development and to stimulate business and commercial activity in the City; provided the program created or loan or grant made is not secured by a pledge of ad valorem taxes or financed by the issuance of any bonds or other obligations payable from ad valorem taxes of the City; and WHEREAS, City and the SEDC are willing to participate in enhancing, expanding, and retaining businesses within the City that are qualified economic development prospects; and WHEREAS, Developer owns approximately 1.3 acres of real property in the City, generally described as Lot 1, :Block 1 of the Blackburn. Subdivision, as depicted in the attached Exhibit "A" (the "Property "); and Eml WHEREAS, Developer intends to develop the Property primarily as a commercial /retail project consisting initially of an approximately 9,900 square foot office building (the "Project," as more fully shown in the Project Site Plan attached as Exhibit "B" that will require significant investment, including the construction of public improvements and infrastructure; and WHEREAS, the Property currently has an assessed value of $497,173.00, currently generates less than $2,550 in annual ad valorem property taxes for the City, and currently generates no sales tax for the City; and WHEREAS, the Developer expects a total investment of approximately $3 million for the development of the Project; and WHEREAS, upon completion of the Project, the Property may potentially have an appraised value of over $2,000,000; and WHEREAS, Developer shall create and maintain a minimum ten (10) full-time equivalent jobs during the entire term of this Agreement; and, WHEREAS, the Project includes significant public infrastructure improvements, such as the construction of public roads and other traffic improvements, the construction of water, sewer and other utility infrastructure, and the construction of drainage improvements; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, Section 505.1.59 of the Act requires that a corporation hold at least one public hearing on the proposed project before spending money to undertake the project, the public hearing was held on August 25, 2022; and WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve all programs and expenditures. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ TEXAS THAT: Section 1. The City Council hereby approve the Economic Development Performance Agreement and the assistance approved by the City of Schertz Economic Development 0) Corporation hereto as Exhibit C and authorizes the City Manager to execute same, in substantially the same form as attached. 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 Board. 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 board 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 day of , 2022. ATTEST: Interim City Secretary CITY OF SCHERTZ TEXAS Ralph Gutierrez, Mayor 3 Exhibit A Exhibit B Exhibit C Agenda No. 3. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: Economic Development Corporation Subject: Resolution No. 22 -R -111 - A Resolution by the City Council of the City of Schertz, Texas authorizing an Economic Development Performance Agreement between the City of Schertz, City of Schertz Economic Development Corporation and Schertz RE Company, LLC. (M. Browne/ A. Perez) BACKGROUND Schertz RE Company, LLC seeks to construct a 6,900 sq. ft. office building generally located near the southeast corner of Elbel Rd and Roy Richard Dr. The development will consist of $2,500,000 in real property investment and create 10 full -time jobs. The anchor tenant will be, HealthTexas Primary Care Doctors. For over twenty -five years HealthTexas has been providing primary care to families in San Antonio, Boerne, New Braunfels and Schertz. They were established in 1994 by a group of local primary care physicians who identified a need to combine their passion and skill to improve the health of their patients. Since then, HealthTexas has grown to include more than 65 healthcare providers in 18 primary care clinics in and around the San Antonio region. The project was impacted by an unexpected cost of the extension of backbone power infrastructure across Roy Richard Dr. and the inability to secure concessions from the City of Schertz to provide power to the site via overhead power lines. Typically, to manage costs in support of this type of development, the City of Schertz may provide, on a case -by -case basis, the option of waiving the requirement to provide power to the site through undergrounding of utilities. Allowing developments to secure power through overhead lines lowers and balances costs in certain instances and when appropriate. However, this site was impacted by the inability to secure easements from the Schertz Seguin Local Government Corporation (SSLGC) and GVEC. These entities could not provide easements without impacting operational standards for access to their facilities, and so the City of Schertz could not provide any further assistance to manage the cost of the extension of utilities. GVEC estimates the total cost for the provision of power, including the extension of backbone infrastructure, to be over $108,000 for each of the two projects seeking to invest in a similar office development along Roy Richard Dr. This includes a GVEC credit of over $5,000 for two years of projected usage. The companion development, 3009 OAC Investments, LLC, is impacted by the same challenges and constraints on their development. While the projects are being provided separate agreements, SEDC staff reviewed the project, understanding that this investment would enable both projects to proceed. GOAL Support the continued office /retail development along Roy Richard Dr. and secure the development of 6,900 sq. ft. office building through the provision of assistance to extend backbone electrical infrastructure through a partnership between the City of Schertz and the Schertz Economic Development Corporation. COMMUNITY BENEFIT Provision of electrical infrastructure necessary for new office /retail development along Roy Richard Dr. This action secures a 6,900 sq. ft. office building and new taxable value of approximately $2,000,000. SUMMARY OF RECOMMENDED ACTION Approval of a Chapter 380 economic development performance agreement and a one -time SEDC Infrastructure Grant with a combined value of no more than $50,000 over a period of up to 10 years to support continued retail/office development along Roy Richard Dr and secure a 6,900 sq ft office building. FISCAL IMPACT Over a ten -year period, the estimated revenue to the City of Schertz is projected at approximately $99,000. With a total maximum grant value of up to $50,000 over a ten -year period, the estimated fiscal impact of this agreement is $49,000. The City of Schertz will budget annually for the estimated annual grant of $4,950 (up to $25,000 over 10 years) from the General Fund. Additionally, SEDC will pay a reimbursement grant of up to $25,000 from an allocation from the SEDC Reserve Fund. RECOMMENDATION Staff recommends that the City Council of Resolution 22 -R -111. Attachments Agreement Schertz RE Resolution 22 -R -111 ECONOMIC DEVELOPMENT AGREEMENT STATE OF TEXAS COUNTY OF GUADALUPE THIS AGREEMENT ("Agreement") by and between the CITY OF SCHERTZ, TEXAS, a Texas municipal corporation (the "City"), the Schertz Economic Development Corporation, a Texas Non-profit Type B Development Corporation (hereinafter referred to as "SEDC") and Schertz RE Company, LLC, a Texas limited liability company, its successors or assigns ("Developer"), (City, SEDC and Developer collectively referred to as the "Parties" and sometimes individually as a "Party"), is entered into upon the "Effective Date," as more clearly defined herein. WHEREAS, by Ordinance No. 12-T-15, the City established a City of Schertz Economic Development Incentives Policy under Chapter 380, Texas Local Government Code, as amended ("Chapter 380"), and under the Development Corporation Act, Texas Local Government Code Chapters 501 and 505, as amended (the "Development Corporation Act"), to promote economic development and to stimulate business and commercial activity in the City; and WHEREAS, in accordance with Article 111, Section 52-a of the Texas Constitution, and Section 380.001 of the Texas Local Government Code ("Section 380"), the City may establish and provide for the administration of a program for making loans and grants of public money to promote state or local economic development and to stimulate business and commercial activity in the City; provided the program created or loan or grant made is not secured by a pledge of ad valorem taxes or financed by the issuance of any bonds or other obligations payable from ad valorem taxes of the City; and WHEREAS, City and the SEDC are willing to participate in enhancing, expanding, and retaining businesses within the City that are qualified economic development prospects; and WHEREAS, Developer owns approximately 1.7 acres of real property in the City, generally described as Lot 2, Block I of the Blackburn Subdivision, as depicted in the attached Exhibit "A" (the "Property"); and WHEREAS, Developer intends to develop the Property primarily as a commercial/retail project consisting initially of an approximately 6,900 square foot office building (the "Project," as more fully shown in the Project Site Plan attached as Exhibit "B" that will require significant investment, including the construction of public improvements and infrastructure; and WHEREAS, the Property currently has an assessed value of $558,041, currently generates less than $2,850 in annual ad valorem property taxes for the City, and currently generates no sales tax for the City; and WHEREAS, the Developer expects a total investment of approximately $2.5 million for the development of the Project; and I WHEREAS, upon completion of the Project, the Property may potentially have an appraised value of over $2,000,000; and WHEREAS, Developer shall create and maintain a minimum ten (10) full -time equivalent jobs during the entire term of this Agreement; and, WHEREAS, the Project includes significant public infrastructure improvements, such as the construction of public roads and other traffic improvements, the construction of water, sewer and other utility infrastructure, and the construction of drainage improvements; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve all programs and expenditures. WHEREAS, the Parties agree that the provisions of this Agreement substantially advance a legitimate interest of the City and SEDC by providing public infrastructure, expanding the tax base of the City, increasing employment, and promoting economic development. NOW, THEREFORE, for and in consideration of the promises and the mutual agreements set forth herein, the Parties hereby agree as follows: 1. Recitals. The recitals set forth above are declared true and correct by the Parties and are hereby incorporated as part of this Agreement. ARTICLE II AUTHORITY AND TERM 1. Authority. The City's execution of this Agreement is authorized by the Texas Constitution, Chapter 380 of the Texas Local Government Code, the City Charter and through the appropriate approval by its governing body, and constitutes a valid and binding obligation of 2 the City. The SEDC's execution of this Agreement is authorized by Chapters 501 and 505 of the Texas Local Government Code and through the appropriate approval by its governing body, and constitutes a valid and binding obligation of the SEDC. The Parties acknowledge that the Developer is acting in reliance upon the City's and SEDC's performance of their respective obligations under this Agreement in making the decision to commit substantial resources and money to the establishment of the Project. 2. Term. This Agreement shall become enforceable upon the Effective Date, hereinafter established, and shall continue until the Expiration Date (the "Term "), unless terminated sooner in accordance with Article VII. The "Expiration Date" shall mean the earlier o£ A. The City's fulfillment of all obligations and conditions herein and the reimbursement pursuant to the City Infrastructure Grant and the SEDC Infrastructure Grant of the Maximum Grant Amount to Developer; or B. Ten (10) years from the last day of the First Full Grant Period. 3. P=ose. The purpose of this Agreement is to formalize the agreements between the City, SEDC and Developer for the granting of public funds in the form of Infrastructure Reimbursement Grants to assist with costs associated with Developer's Project and specifically state the covenants, representations of the Parties associated with Developer's commitment to abide by the terms of this Agreement which has been approved by the Parties as complying with the specific requirements of the state law. It is expressly agreed that this Agreement constitutes a single transaction. A failure to perform any obligation by the Developer may constitute a breach of the entire Agreement and terminate any further commitments (if any) by the City and SEDC unless an alternative penalty or remedy is provided for herein. 4. Administration of Agreement. Upon the Effective Date, the City and SEDC delegate the administration and oversight of this Agreement to the Executive Director of the SEDC and any current or future reporting to the State of Texas required by Chapter 380 of the Texas Local Government Code to the City of Schertz. Any proposed amendments to the Agreement shall require the approval of the Board of Directors of the SEDC and the City Council of the City of Schertz, Texas. ARTICLE III DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed below. All undefined terms shall retain their usual and customary meaning as ascribed by cominon and ordinary usage. The gender of the wording throughout this Agreement shall always be interpreted to mean either sex, and where the context requires, the plural of any word shall include the singular. "Bankruptcy" or "Insolvency" shall mean the dissolution or termination of a Party's existence as a going business, insolvency, appointment of receiver for any party of such Party's property and such appointment is not terminated within ninety (90) days after such appointment 3 is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed within ninety (90) days after the filing thereof. "Base Year Value" shall mean the value of the Property as of January 1, 2022. "Certificate of Occupancy" shall mean the signed certificate issued by the City of Schertz Inspections Division granting the Developer the right to occupy the Facility and confirming that the entire work covered by the permit and plans are in place. "City Infrastructure Grant" shall mean the City's payment to a Developer reimbursing that Developer for 50% of ad valorem taxes paid to the City of Schertz on real property and personal property and attributed to the Project above the Base Year value. "Default" shall mean failure by any Party to timely and substantially comply with any performance requirement, duty, or covenant if uncured within sixty (60) days of receiving written notice from any other Party. "Developer" shall mean Schertz RE Company, LLC, a Texas limited liability company, and/or its successors and assigns. "Effective Date" shall mean the date in which the Agreement is effective, which is the date the Agreement is executed by all parties. "First Full Grant Period" shall mean the period beginning on January 1 and ending on December 31 for the year following the year in which the Project receives a certificate of occupancy and begins operation. "Force Majeure: shall mean any contingency or cause beyond the reasonable control of a party, including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government, or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of a party), fires, explosions, floods, strikes, slowdowns, or work stoppages. It shall not include reasonably foreseeable interruptions in the material supply chain. "Full -Time Equivalent Employee" means an employee with a regular work schedule of at least 32 hours per week. "Grant(s)" shall collectively mean the City Infrastructure Grant and /or SEDC Infrastructure to be paid to Developer as set forth herein; subject, however, at all times, to the Maximum Grant Amount (as defined below). "Grant Period" shall mean each successive one (1) calendar year period, starting with the First Grant Period. "Maximum Grant Amount" shall mean up to $25,000.00 in City of Schertz Infrastructure Grant and up to $25,000.00 in SEDC Infrastructure Grant for a total of no more than $50,000. 4 "Payment Request" shall mean a written request from Developer(s) to the Schertz Economic Development Corporation for payment of the applicable Grant for the applicable Grant Period. "Project" shall mean the development of the Property and associated Public Infrastructure within or adjacent to the Property. The Project shall consist of a commercial /retail development, consisting of approximately 6,900 square feet of office space and public and private infrastructure. The Project shall comply generally in shape and form with the Project Site Plan, attached hereto as Exhibit "B." "Property" shall mean the real property described in Exhibit "A ", upon which the Project, authorized by this Agreement, shall be constructed. "Public Infrastructure" shall mean the improvements constructed by the Developer including, but not limited to, public roads, traffic improvements, utility infrastructure, drainage facilities, and other infrastructure as may be illustrated in the Project Site Plan, attached hereto as Exhibit "B ". "State of Texas" shall mean the Office of the Texas Comptroller or its successor. ARTICLE IT ECO-kTO The Public Infrastructure shall be constructed by Developer, at no expense to the City, and shall comply with the requirements of this Agreement and applicable ordinances rules and regulations, of the City. The Public Infrastructure, combined with the bringing of office development to Schertz, Texas, the increased tax revenue, and other benefits potentially created by the Project, are intended to provide a catalyst to the economy of the City in numerous ways. In exchange for construction of the Public Improvements and benefit conferred upon the City, City agrees to provide Developer with the economic development incentives, which under no circumstance shall exceed the Maximum Grant Amount, as outlined below. 1. City Infrastructure Grant. City shall provide a public infrastructure reimbursement grant in an amount up to $25,000.00 for verified Developer public infrastructure expenditures within the Project. City Infrastructure Grant shall be paid on an annual basis in a maximum yearly amount of Fifty Percent (50 %) of the annual ad valorem taxes paid to the City. 2. SEDC Infrastructure Grant. SEDC shall provide a public infrastructure reimbursement grant in an amount up to $25,000.00 for verified Developer public infrastructure expenditures within the Project. Said Infrastructure Grant shall be paid within sixty (60) days after receipt of a copy of the Certificate of Occupancy. 5 3. The obligation of the City and SEDC to pay any Grants shall be conditioned upon Developer's continued compliance with and satisfaction of, in all material respects, each of the applicable conditions set forth in this Agreement and Table A. Table A Year Ending Jobs Minimum Potential Infrastructure Annual Report December Required Property Grant Payment as defined Due Value in Article IV Required 0-2022 1-2023 SEDC Infrastructure Grant February 15, 2024 2-2024 10 $2,000,000 City Infrastructure Grant February 15, 2025 3-2025 10 $2,000,000 City Infrastructure Grant February 15, 2026 4-2026 10 $2,000,000 City Infrastructure Grant February 15, 2027 5-2027 10 $2,000,000 City Infrastructure Grant February 15, 2028 6-2028 10 $2,000,000 City Infrastructure Grant February 15, 2029 7-2029 10 $2,000,000 City Infrastructure Grant February 15, 2030 8-2030 10 $2,000,000 City Infrastructure Grant February 15, 2031 9 —2031 10 $2,000,000 City Infrastructure Grant February 15, 2032 City Infrastructure Grants are continued until the Maximum Grant Amount is reached or (10) ears from the last day of the First Full Grant Period as described in Article II. 4. Required Reporting Annual Report. The Company shall submit an Annual Certification Report (an "Annual Report ") for the preceding Calendar Year to the Executive Director of the Corporation each year not later than February 15 ". The Annual Report should substantially conform to the Form of Annual Certification Report attached as Exhibit C to this Agreement. The first Annual Report will be due February 15" 2024. 5. Additional Reports, Information and Privacy. (a) Upon written request by City, Developer shall within a reasonable time provide additional information reasonably necessary to determine if Developer is I in compliance with this Agreement. All information required by this Agreement shall be submitted to the City Manager at the address specified for giving notice in this Agreement. (b) All information provided by Developer to City under the required reporting section shall be deemed confidential and shall not be provided to any person outside City government and shall not be subject to public inspection in accordance with the Texas Public Information Act, pursuant to section 552.110 of the Texas Government Code. In the event a request is made for such information, City will not disclose the information unless required to do so by the Attorney General of Texas. (c) The payment of all indebtedness and obligations incurred by Developer in connection with the development and construction of the Facility and the operation of the Facility shall be solely the obligations of Developer. City shall not be obligated to pay any indebtedness or obligations of Developer. (d) Developer is obligated to make timely payment of Developer -owned Real Property and Personal Property Taxes during the Term of this Agreement. 'JI :: III : \1•1II 1. Developer's Covenants and Duties. Developer makes the following covenants and warranties to the City and agrees to timely and fully perform such obligations and duties of this Agreement. Any false or substantially misleading statements by Developer contained herein or failure by Developer to timely and fully perform those obligations and duties of Developer within this Agreement shall be an act of Default by the Developer after notice and opportunity to cure as provided in this Agreement. Developer is responsible for complying with the conditions provided herein. (a) Developer is authorized to do business and is in good standing in the State of Texas and shall remain in good standing in the State of Texas during the Term of this Agreement. (b) The execution of this Agreement has been duly authorized by Developer's authorized agent, and the individual signing this Agreement is empowered to execute such Agreement and bind the entity. Said authorization, signing, and binding effect is not in material contravention of any law, rule, regulation, or of the provisions of Developer's by -laws, or of any agreement or instrument to which. Developer is a party to or by which it may be bound. (c) Developer is not a party to any Bankruptcy proceedings currently pending or contemplated, and as of the date of Developer's execution of this 7 Agreement Developer has not been informed of any potential involuntary Bankruptcy proceedings. (d) To its current, actual knowledge, Developer has acquired and maintained all necessary rights, licenses, permits, and authority to carry on its business in the City and will continue to use its best efforts to maintain all necessary rights, licenses, permits, and authority. (e) Developer shall timely and fully comply with all of the terms and conditions of this Agreement in all material respects. (f) Developer agrees to complete, or cause to be completed, the Public Improvements described herein at its sole cost and expense, except where otherwise noted herein. Developer also agrees to obtain or cause to be obtained, all necessary permits and approvals from City and/or all other governmental . agencies having jurisdiction over the construction of such Public Improvements to the Property. (g) Developer shall be responsible for paying, or causing to be paid, to City and all other governmental agencies the cost of all applicable permit fees and licenses required for construction of the portions of the Project for which Developer is responsible. Developer may develop in accordance with the ordinances, rules, and regulations of the City in effect as of the Effective Date, unless specified otherwise in this Agreement. (h) The cost of the Public Improvements and all other improvement expenses associated with the Project shall be funded through the use of the Developer' own capital or through credit secured solely by that Developer. Developer may use any or part of the Property for which it has an ownership interest as collateral for the construction loan or loans as required for the financing of the Project; however, no property with a lien still attached may be offered to the City for dedication. In the event property is dedicated to the City with a lien attached, and the Developer does not cure such lien within the period prescribed in Section 3 of this Article, Developer shall be in breach of this Agreement. (i) In accordance with Texas Government Code Chapter 2264.051, Developer certifies that it, and all branches, divisions or departments of the Developer do not and will not knowingly employ an undocumented worker, as that term is defined in by Texas Government Code Chapter 2264. 0) Developer shall pay, or cause to be paid, monthly rates and charges for all utilities (such as water, electricity, and sewer services) used by Developer in regard to the development of the Project. M 2. Citv's and SEDC's Covenants and Duties. (a) City Grant Payments. Notwithstanding any provision herein to the contrary, the City shall not be obligated to pay any amount that exceeds the Maximum Grant Amount attributed to the City. Grant payments shall be made from sources contemplated by this Agreement over a period not to exceed the Expiration Date, subject to timely and full satisfaction of all applicable duties and terms within this Agreement. Further, City's obligations to pay Developer shall cease upon the earlier of: (1) payment in full of the Maximum. Grant Amount; (2) reaching the Agreement's Expiration Date; or (3) Default by Developer. (b) SEDC Grant Payments. Notwithstanding any provision herein to the contrary, the SEDC shall not be obligated to pay any amount that exceeds the Maximum Grant Amount attributed to the SEDC. 3. Substantial Compliance and Default. Failure by any Party to timely and substantially comply with any performance requirement, duty, or covenant shall be considered an act of "Default" by the failing Party if uncured within sixty (60) days of receiving written notice from any other Party, subject to Force Majeure. Developer may request relief from performance of any terms of this Agreement if Developer is prevented from compliance due to Force Majeure. To obtain relief based on Force Majeure, Developer(s) shall submit a written request for consent to the City, such consent not to be unreasonably withheld, delayed, or conditioned. Failure of Developer to timely and substantially cure a Default will give the City the right to terminate this Agreement as reasonably determined by the City Council of the City of Schertz, Texas. (a) Construction. All Improvements constructed on or installed, including personal property, within the Facility required by this Agreement shall be completed within 548 days from the Effective Date, and failure to comply with this section shall cause the automatic termination of this Agreement without the need for any further action by City; and, City shall have no obligation to make any Grant Payments to Developer. Enforcement of this section is subject to Force Majeure. In the event of unforeseeable third -party delays, which are not Force Majeure, and upon a reasonable showing by Developer that it has in good faith commenced and is diligently pursuing the correction, removal, or abatement of such delays by using commercially reasonable efforts, the City of Schertz City Council may consent to and excuse any such delays. S, (b) Full Time Employees. This section shall apply in any year that the number of Full -Time Equivalent Employees falls below the number required by this Agreement. The Grant Payments shall be prorated for each Year of the Agreement in which the Developer fails to maintain the required number of Employees for that year determined as follows: (i) Full-Time Employees. Starting January 1, 2024, each year the number of actual Full -Time Employees reported by Developer shall be subtracted from the required number of Full -Time Employees and if the 7 difference is a positive number the Maximum Grant Amount shall be reduced by multiplying the difference by $1,000.00. As an example, in reporting year 2023 if the difference between the reported Full -Time employees and required Full -Time employees is 3, the Maximum Grant Amount shall be reduced by $3,000.00. (c) Reports and Information. Developer's failure to timely and substantially comply with the reporting requirements of this Agreement shall be a default; and, City shall be under no obligation to make any Grant Payment until compliance with such reporting requirements. (d) Recapture. In the event of Default by the Developer, the City and SEDC shall as its sole and exclusive remedy for Default hereunder, after providing Company notice and an opportunity to cure, have the right to discontinue all future Grant payments and recapture all amounts previously paid under this Agreement (as applicable, the "Recaptured Amount "). (i) The Recaptured Amount shall be paid by the Developer within one hundred eighty (180) days after the date Developer is notified by the City of such Default (the "Payment Date ") provided said Default was not cured. In the event the Recaptured Amount is not repaid by the applicable Payment Date, the unpaid portion thereof shall accrue interest at the rate of two percent (2.00 %) per annum from the Effective Date until paid in full. ARTICLE VI TERMINATION 1. Termination. This Agreement shall terminate upon the earliest occurrence of any one or more of the following: (a) The written agreement of the Parties; (b) The Agreement's Expiration Date; (c) Default by Developer and termination by the City. 2. Extension Beyond Term and Reimbursement. In recognition of the fact that Grants are, by necessity, calculated and paid after taxes have been levied and paid to the City and, therefore, will always be paid in arrears, the Expiration Date of this Agreement will be extended until any and all Grants collected during the preceding year have been distributed by the City to Developer. 10 ARTICLE VIII DISPUTE RESOLUTION 1. Mediation. If a dispute arises out of or relates to this Agreement or the breach thereof, the Parties in dispute shall first in good faith seek to resolve the dispute through . negotiation between the upper management of each respective Party. If such dispute cannot be settled through negotiation, the Parties in dispute agree to try in good faith to settle the dispute by mediation under the Mediation Rules of the American Arbitration Association before resorting to litigation, or some other dispute resolution procedure; provided that a Party may not invoke mediation unless it has provided the other Party in dispute with written notice of the dispute and has attempted in good faith to resolve such dispute through negotiation. The Parties in dispute shall notify the Party not in dispute of any scheduled mediation at least fourteen (14) days prior to the mediation. Notwithstanding the foregoing, any Party may seek immediate equitable relief, without attempting to settle a dispute through mediation, in any case where such Party is entitled to equitable relief by law, the terms of the Agreement, or otherwise. All costs of negotiation, mediation, and arbitration collectively known as alternate dispute resolution ( "ADR ") shall be assessed equally between the City and the Party in dispute with each party bearing their own costs for attorneys' fees, experts, and other costs of ADR and any ensuing litigation. Any Party not directly in dispute shall receive notice at least thirty days prior of any scheduled meditations and /or arbitrations. 2. During the Term of this Agreement, if Developer files and / or pursues an adversarial proceeding against the City regarding this Agreement then, at the City's option, all access to the Grants to that Developer provided for hereunder may be deposited with a mutually acceptable escrow agent that will deposit such funds in an interest - bearing account until the resolution of such adversarial proceeding. ARTICLE IX MISCELLANEOUS 1. Binding Agreement. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties, and their respective successors and assigns. The Director of the Schertz Economic Development Corporation shall be responsible for the administration of this Agreement and shall have the authority to execute any instruments, duly approved by the City Council of the City of Schertz, Texas, on behalf of the City related thereto. 2. Mutual Assistance. City and Developer will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions. 3. Representations and Warranties. City represents and warrants to Developer that this Agreement is within their authority, and that they are duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. Developer represent and warrant to the City that each individually has the requisite authority to enter into this Agreement. 11 4. Assignment. Developer shall have the right to assign all of their rights, duties, and obligations under this Agreement for all or some of the Property to a duly qualified third party upon approval by the City Council on behalf of the City. In addition, a Developer may assign its rights to receive payment under this Agreement to a lender, and upon receipt of such assignment in writing by the City, and the City's further receipt of a written notice from such lender to pay such lender directly, the City will deliver amounts owing to such Developer hereunder to such lender (payable to such lender) until such time such lender authorizes otherwise in writing, and City shall be entitled to rely on any such assignment, notice and/or authorization without investigation. 5. Independent Contractors. (a) It is expressly understood and agreed by all Parties hereto that in performing their services hereunder, Developer at no time will be acting as agents of the City and that all consultants or contractors engaged by Developer respectively will be independent contractors of the Developer; and nothing contained in this Agreement is intended by the Parties to create a partnership or joint venture between the Parties and any implication to the contrary is hereby expressly disavowed. The Parties hereto understand and agree that City will not be liable for any claims that may be asserted by any third party occurring in connection with services performed by each Developer respectively under this Agreement, unless any such claims are due to the fault of the City. (b) By entering into this Agreement, the Parties do not waive, and shall not be deemed to have waived, any rights, immunities, or defenses either may have, including the defense of parties, and nothing contained herein shall ever be construed as a waiver of sovereign or official immunity by the City with such rights being expressly reserved to the fullest extent authorized by law and to the same extent which existed prior to the execution hereof. (c) No employee of City, or any councilmember or agent of City, shall be personally responsible for any liability arising under or growing out of this Agreement; nor shall any board member of the SEDC 6. Notice. Any notice required or permitted to be delivered hereunder shall be deemed delivered by actual delivery at the time of such delivery, facsimile with receipt confirmation at the time of transmission of such facsimile, or by depositing the same in the United States Mail, postage prepaid and certified with return receipt requested, at the time of such deposit, addressed to the Party at the address set forth below: If intended for City: City of Schertz Attention: City Manager 1400 Schertz Parkway Schertz, TX 78154 12 If intended for SEDC: Schertz Economic Development Corporation Attention: Exec. Dir. of Economic Development 1400 Schertz Parkway Schertz, TX 78154 With a copy to: Denton, Navarro, Rocha, Bernal, & Zech PC Attention: T. Daniel Santee 2517 North Main Avenue San Antonio, Texas 78212 If to Developer: Health Texas Medical Group of San Antonio Attention: Jeannine Ruffner 2961 Mossrock San Antonio, TX 78230 With a copy to: Legal Counsel. Husch Blackwell Attention: Hal Katz 111 Congress Ave. Suite 1400 Austin, TX 78701 Any Party may designate a different address at any time upon written notice to the other Party. 7. Governmental Records. All invoices, records and other documents required for submission to the City pursuant to the terms of this Agreement are Governmental Records for the purposes of Texas Penal Code Section 37.10. 8. Governing Law. The Agreement shall be governed by the laws of the State of Texas, and the venue for any action concerning this Agreement shall be in Guadalupe County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 9. Amendment. This Agreement may be amended by mutual written agreement of the Parties, as approved by the City Council of the City of Schertz, Texas, and the SEDC Board of Directors. 10. Legal Construction. In the event any one or more of the provisions contained in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions of this Agreement, and it is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, 13 valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or unenforceable. 11. Interpretation. Each of the Parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which Party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, whatever its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any Party. 12. Payment of Legal Fees. Developer commits to reimburse the City for the necessary legal fees and third -party consultant fees incurred by the City in the preparation of this Agreement and any amendment to this Agreement requested by Developer. Timely payment shall be made within 60 days of submittal of invoice to Developer by the City. Each Party shall bear its own attorney's fees in connection with any dispute resolution necessary under this Agreement. 13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written agreement between the Parties that, in any manner, relates to the subject matter of this Agreement, except as provided for in any Exhibits attached hereto or duly approved amendments to this Agreement, as approved by the City Council of the City of Caldwell, Texas. 14. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 15. Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 16. Exhibits. Any Exhibits attached hereto are incorporated by reference for all purposes. 17. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 18. Employment of Undocumented Workers. During the Term of this Agreement, each Developer agrees to not knowingly employ any undocumented workers, and, if convicted of a violation under 8 U.S.C. Section 1324a(1), that Developer shall be in Default and repay the amount of the Grants and any other funds received by that Developer from the City as of the date of such violation within one hundred twenty (120) days after the date the defaulting Developer is notified by the City of such violation, plus interest at the rate of six percent (6.00 %) compounded annually from the date of the violation until paid in full. A Developer is not liable for an unknown violation of this Section by a subsidiary, affiliate, or franchisee of Developer or by a person with whom the Developer contracts, or the other Developer, provided however that 14 identical federal law requirements provided for herein shall be included as part of any agreement or contract which each Developer enters into with any subsidiary, assignee, affiliate, or franchisee for which Grants provided herein will be used. 19. Indemnification. DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY AND SEDC, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY THE "CITY ") HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, ADJUSTMENTS, ATTORNEY FEES, COSTS, EXPENSES AND ANY CAUSE OF ACTION THAT DIRECTLY RELATES TO THIS AGREEMENT, AS A RESULT OF ANY ACT OR OMISSION OR BREACH OR NON - PERFORMANCE BY SUCH DEVELOPER UNDER THIS AGREEMENT EXCEPT THAT THE INDEMNITY PROVIDED HEREIN SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE ACTION OR OMISSIONS OF THE CITY. DEVELOPER IS RESPONSIBLE FOR ITS OWN ACTS OR OMISSIONS UNDER THIS SECTION. THE PROVISIONS OF THIS SECTION 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. 20. Additional Instruments. City and Developer agree and covenant to cooperate, negotiate in good faith, and to execute such other and further instruments and documents as may be reasonably required to fulfill the public purposes provided for and included within this Agreement. 21. Estoppel Certificate. Any party hereto may request an estoppel certificate related to the Project (hereafter referred to as "Certificate ") from another party hereto so long as the Certificate is requested in connection with a bona fide business purpose. The Certificate may include, but is not limited to, statements that this Agreement is in full force and effect without default, information on Grants that have been issued and Grants that have been requested, and such other matters reasonably requested by the Party requesting the Certificate. The remainder of this page intentionally remains blank and signature pages to follow: 15 Executed on this day of 2022. CITY OF SCHERTZ, TEXAS : City Manager ATTEST: Interim City Secretary APPROVED AS To FORM: City Attorney Executed on this day of 2022. SCHERTZ ECONOMIC DEVELOPMENT CORPORATION ME ATTEST: : 16 Executed on this day of , 2022 SCHERTZ RE CO., LLC a Texas limited liability _ C Name: Title: 17 EXHIBITS Exhibit "A" Property 18 Exhibit "B" Project Site Plan E-E fi I Ji . . . . . . . . LE KEY NUd C:5 w rg� 2 FC2.',O 19 Exhibit C a �. [SEE ATTACHED] 20 Annual Certification Report Reporting Period: January 1 to December 31, 2O2X The Annual Certification Report for the Economic Development Incentive Agreement between the City of Schertz Economic Development Corporation and ENTER COMPANY NAME HERE, is due on February 15, 202X. Please sign and return the Annual Certification Report form with accompanying narrative. Company's legal name: Project address subject to incentive: Company primary contact: Title: Phone number: E -mail address: Employment and Wage Information: Has the Company employed undocumented workers? ❑ Yes ❑ No What is the total number of Full -time Employees located at the Schertz facility during the calendar year? Investment Information: What is the 20_ appraised ad valorem tax value for Real Property? Narrative: A brief narrative explaining the current year's activities and /or any potential defaults has been provided? ❑ Yes ❑ No 21 I certify that, to the best of my knowledge and belief, the information and attachments provided herein are true and accurate and in compliance with the terms of Economic Development Incentive Agreement. I further certify that the representations and warranties contained within the Agreement remain true and correct as of the date of this Certification and ENTER COMPANY NAME HERE remakes those representations and warranties as of the date hereof. I further certify that the employment and wage information provided is true and accurate to the best of my knowledge and I can provide documentation from the Texas Workforce Commission to support my claim if so requested. I understand that this Certificate is being relied upon by the SEDC in connection with the expenditure of public funds. I have the legal and express authority to sign this Certificate on behalf of Schertz RE Company, LLC Name of Certifying Officer Phone Number Certifying Officer's Title E -Mail Address Signature of Certifying Officer Date STATE OF TEXAS X COUNTY OF GUADALUPE X This information was acknowledged before me on this day of by [first and last name] , [title] for Schertz Re Company, LLC, a Texas limited liability company, on behalf of said agency. The Annual Certification Report is to be completed, signed and returned on or before February 15, 202x. Please send an original to the following address: Attention: Executive Director 22 City of Schertz Economic Development Corporation 1400 Schertz Parkway, Bldg. No. 2 Schertz, TX 78154 23 RESOLUTION NO. 22-R-111 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT BETWEEN THE CITY OF SCHERTZ, CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION AND SCHERTZ RE COMPANY, LLC; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz Economic Development Corporation ( "SEDC ") is a non- profit industrial development corporation duly established under the Development Corporation Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act "); WHEREAS, all of the powers of the corporation are vested in the SEDC Board of Directors (the "Board ") appointed by the governing body of the corporation's authorizing unit; and WHEREAS, the Act authorizes a development corporation to fund certain projects as defined by the Act and request development corporations enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and WHEREAS, by Ordinance No. 12 -T -15, the City established a City of Schertz Economic Development Incentives Policy under Chapter 380, Texas Local Government Code, as amended ( "Chapter 380 "), and under the Development Corporation Act, Texas Local Government Code Chapters 501 and 505, as amended (the "Development Corporation Act "), to promote economic development and to stimulate business and commercial activity in the City; and WHEREAS, in accordance with Article III, Section 52 -a of the Texas Constitution, and Section 380.001 of the Texas Local Government Code ( "Section 380 "), the City may establish and provide for the administration of a program for making loans and grants of public money to promote state or local economic development and to stimulate business and commercial activity in the City; provided the program created or loan or grant made is not secured by a pledge of ad valorem taxes or financed by the issuance of any bonds or other obligations payable from ad valorem taxes of the City; and WHEREAS, Schertz RE Company, LLC ( "Company ") owns approximately 1.7 acres of real property in the City, generally described as Lot 2, Block 1 of the Blackburn Subdivision, as depicted in the attached Exhibit "A" (the "Property "); and WHEREAS, Developer intends to develop the Property primarily as a commercial /retail project consisting initially of an approximately 6,900 square foot office building (the "Project," as more fully shown in the Project Site Plan attached as Exhibit "B" that will require significant investment, including the construction of public improvements and infrastructure; and 1 WHEREAS, the Property currently has an assessed value of $558,041, currently generates less than $2,850 in annual ad valorem property taxes for the City, and currently generates no sales tax for the City; and WHEREAS, the Developer expects a total investment of approximately $2.5 million for the development of the Project; and WHEREAS, upon completion of the Project, the Property may potentially have an appraised value of over $2,000,000; and WHEREAS, Developer shall create and maintain a minimum of ten (10) full -time equivalent during the entire term of this Agreement; and WHEREAS, the Project includes significant public infrastructure improvements, such as the construction of public roads and other traffic improvements, the construction of water, sewer and other utility infrastructure, and the construction of drainage improvements; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, Section 505.159 of the Act requires that a corporation hold at least one public hearing on the proposed project before spending money to undertake the project, the public hearing will be held on August 25, 2022; and WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve all programs and expenditures; and WHEREAS, the Parties agree that the provisions of this Agreement substantially advance a legitimate interest of the City and SEDC by providing public infrastructure, expanding the tax base of the City, increasing employment, and promoting economic development. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ TEXAS THAT: Section 1. The City Council hereby approve the Economic Development Performance Agreement and the assistance approved by the City of Schertz Economic Development 0) Corporation hereto as Exhibit C and authorizes the City Manager to execute same, in substantially the same form as attached. Section 2. The Board hereby recommends the City Council for the City of Schertz consider approving a Resolution authorizing the expenditures contemplated herein for the reasons stated in the foregoing recitals. Section 3. 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 Board. Section 4. 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 5. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 6. 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 board hereby declares that this Resolution would have been enacted without such invalid provision. Section 7. 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 8. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this day of , 2022. ATTEST: Interim City Secretary CITY OF SCHERTZ TEXAS Ralph Gutierrez, Mayor 3 Exhibit A Exhibit B Exhibit C Agenda No. 4. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: Economic Development Corporation Subject: Resolution No. 22 -R -104 - A Resolution by the City Council of the City of Schertz, Texas authorizing an Economic Development Performance Agreement between the City of Schertz, City of Schertz Economic Development Corporation and Schertz Medical Building, LLC. (M. Browne/ A. Perez) BACKGROUND The Schertz Medical Building is constructing and operating a medical office building with an ambulatory surgical center located at 17766 Verde Parkway. The project consists of a 50,000,000 sq ft, two -story medical office building supporting no less than 20 new full -time jobs, resulting in a capital investment of over $9,000,000. The anchor tenant will be an ambulatory surgical center operated by United Surgical Partners International (USPI) and a group of physician investors. USPI operates the largest ambulatory platform in the country and is a subsidiary of Tenet Healthcare, parent company of Baptist Health System. The group will have three operating rooms and one procedure room, and will focus initially on musculoskeletal surgeries, expanding to additional surgical specialties over time. In July of 2021, the Schertz Economic Development Corporation Board of Directors approved an initial economic development performance agreement with the project to fund up to $30,000 for a culvert to provide access to the rear of the property. The project proceeded with construction, however, at the request of the developer, the SEDC held the project to confirm no amendments were needed in response to the developer communicating there may potentially no longer be a need for the culvert. In the course of the project development, the developer requested assistance with unexpected costs around the extension of power and wastewater infrastructure as well as costs driven by updates to roadway impact fees not forecasted as part of the development. In August 2022, the SEDC Board of Directors voted to convert the original agreement to a reimbursement for investments in wastewater and power infrastructure as outlined in the agreement up to the same amount as was previously approved ($30,000). This action honored the original agreement amount that helped to support initiation of the project. Additionally, the substantial positive next fiscal impact of the project supported advancing the project for funding from the SEDC Reserve Fund. In summary, this project represents an exception to incentive policy guidelines in support of an exceptional medical office project. Generally, projects are not funded if the project has begun construction. The project has begun construction, and the SEDC has agreed to convert the use of dollars approved by the SEDC Board in July 2021 from a culvert reimbursement for uses associated with power and wastewater. This flexibility is being provided in response to new operational standards associated with overhead power lines enacted in the past year and a half impacting developments that were ongoing in the industrial park as well as increases in roadway impact fees. GOAL To grow the Schertz economy through Projects that focus on the creation /retention of Primary Jobs and Infrastructure Improvements and/or support the Quality of Life for residents of the City of Schertz through access to more and better healthcare options. COMMUNITY BENEFIT This Performance Agreement supports development of 50,000 square foot of surgical /office space and a capital investment of $9,784,585 and up to 20 full time jobs. The City of Schertz will enjoy a greater level of medical services, additional tax revenue, and continued momentum of diversified office space development. SUMMARY OF RECOMMENDED ACTION Approval of funding for a Schertz Economic Development Performance Agreement providing for an infrastructure reimbursement grant for qualifying costs up to $30,000 in support of a 50,000 sq ft, two -story medical office building located at 1.7766 Verde Parkway. FISCAL IMPACT Over a ten -year period, the estimated revenue to the City of Schertz is projected at approximately $297,000. With a total maximum reimbursement value of $30,000, this agreement will have an estimated fiscal impact of $260,000.The Schertz Economic Development Corporation (SEDC) will pay a reimbursement grant of up to $30,000 from an allocation from the SEDC Reserve Fund. RECOMMENDATION Staff recommends approval of Resolution 22 -R -104. Attachments Agreement Schertz Medical Bldg SEDC Resolution 2022 -11 Resolution No. 22 -R -104 Schertz Medical Building LLC. MWITNIM-W for a schedule of additional payroll or jobs to be created or retained and capital investment to be Xf M. "241, 0 0 0 1. H 10 ROD CKI V I I V WHEREAS, Company desires to construct and operate a medical office building with an ambulatory surgical center that would be located at 17766 Verde Parkway, Schertz, Guadalupe County, Texas 78154; and of the minimum of a 50,000 square foot, two-story Facility; and 11111 1111101@11n� W.F�vll '- - - for the new Facility and written approval from the City of Schertz regarding completion of documentation required by the terms of this Agreement; and fl WHEREAS, the Corporation desires to offer incentives to Company to enable Company construct its Facility and expand the workforce pursuant to this Agreement in substantil. conformity with the City • Schertz Economic Development Incentive Policy and the Act; and WHEREAS, the Parties are executing and entering into this Agreement to set forth certain terms and obligations of the Parties with respect to such matters; and WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms ani provisions hereof are subject to the laws of the State • Texas and all rules, regulations and interpretations of any agency or subdivision thereof at any time governing the subject matters hereof; and WHEREAS, the Parties agree that all conditions precedent for this Agreement to become a V mKing the Texas Open Meetings Act and all public notices and hearings; if any, have been conducted in accordance with Texas law; and k,V - legally binding obligations of the Parties. NOW, THEREFORE, in consideration of the mutual covenants, benefits and agreements described and contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and further described herein, the Parties agree as follows: F.Vl,V#UQWM PROM I . Recitals. The recitals set forth above are declared true and correct by the Parties and are hereby incorporated as part of this Agreement. �ma= MOTO MIAMI and constitutes a valid and binding obligation ot the Corporation. The Corporation acknowledges that Company is acting in reliance upon the Corporation's performance of its obligations under this Agreement in making the decision to commit substantial resources and money to the establishment • the Project, hereinafter established. 2. Term. This Agreement shall become enforceable upon the Effective Date, terminated sooner or extended by mutual agreement of the Parties in the manner provided for herein. 3. PMos . The purpose of this Agreement is to formalize the agreements between the Company and the Corporation for the granting of funds in the form of an Infrastructuni K I III III III W-1 I Im I I MIS Pk�;MCIIICIIL V111 U10 -CACCUIPIC Any proposed amendments to the Agreement shall require the approval of the Board of Directo • the Corporation. i • U 113DIMI As used in this Agreement, the following terms shall have the meanings ascribed beloAl All undefined terms shall retain their usual and customary meaning as ascribed by common ordinary usage. 1 "Certificate • Occupancy" shall mean the signed certificate issued • the City of Schertz Inspections Division granting the Company the right to occupy the Facility and confirming thai the entire work covered by the permit and plans are in place. "Default" shall mean failure by any Party to timely and substantially comply with any [�erfonnance requirement, duty, or covenant if uncured within sixty (60) days of receiving written notice from any other Party. 1. April 15, 2024; or C. The date of termination, provided for under Article VII • this Agreement. 11 it - 1 4 W "Force Majeure" shall mean any contingency or cause beyond the reasonable control o [1 ,arty, including, without limitation, acts of God • the public enemy, war riot, civil commotiol, insurrection, government or de facto governmental action (unless caused by the intentional wrongful acts • omissions of a party), fires, explosions • floods, strikes, slowdowns • wo stoppages. I "Grant" shall mean the $30,000.00 Infrastructure Reimbursement Grant cash paymel from Corporation to Company. "Project Reimbursements" shall mean all design, engineering and construction costs up $30,000.00 associated with design and construction of improvements depicted and situated represented in Attachment A. I ARTICLE IV ECONOMIC DEVELOPMENT GRANT TERMS AND CONDITIOVS ffim 2. Current Revenue. The funds distributed hereunder shall be paid solely from lawfully available funds of the Corporation. Under no circumstances shall the obligations hereunder be deemed to create any debt within the meaning • any constitutional or statutory t1 rovision. None • the obli ations under this Agreement shalLhe -i�,Ied or otherwise encumbered in favor of any commercial lender and/or similar financial institution. El the event a request is made for such information pursuant to the Texas Public Information j p Act the Oen Records Act o r the Free do m o f Inf o rmati o n Act, Corporati o n will n o t d isclose t applicable statutes. 4. Conditions Precedent. The obligation of the Corporation to pay funds in the fo of a Grant shall be conditioned upon Company successfully obtaining a Certificate of Occupan iiiillf" f �Gf z r 1', • 241-firit 71 • C 1 • 1- 7 gir 11111,111 I'M W, 4 , - 1614101910111MOK61411111JIM W,11-41ral WIRMI-NeC6301MV1101 5. Annual Re]2ort. The Company, if required, shall submit an Annual Report ( "Annual Report") for the preceding Calendar Year to the Executive Director of the Corporati 1h each year not later than February 15 . The Annual Report should substantially conform to t Annual Revort Form attached as Exhibit B to this Agreement. The first Annual Revofrlt will be d February 15'b, 2023 ARTICLE'T' I . Company's Covenants and Duties. Company makes the covenants and warranties to the Corporation and agrees to timely and fully perform the obligations and duties contained in Article IV • this Agreement. Any false or substantially misleading statements contained herein • act of Default by the Company. 1 2. CoMoration's Covenants and Duties. The Corporation is obligated to pay Company's Infrastructure Reimbursement as set forth in Article 4. Recapture. In the event of Default by the Company, the Corporation shall as its P,ole and exclusive remedy for Default hereunder, after providing Company notice and an iopportunity to cure, have the right to discontinue all future Grant payments and recapture all ?mounts previously paid under this Agreement (as applicable, the "Recaptured Amount"). IT; R Payment Date, the unpaid portion thereof shall accrue interest at the rate of two percent (2.0001 per annum from the Effective Date until paid in full. ARTICLE VI ?WWOU111LIO, I . Termination. This Agreement shall terminate upon the earliest occurrence of any one • more • the following: (a) The written agreement of the Parties; (b) The Agreement's Expiration Date; (c) Default by Company (at the option of the Corporation). ARTICLE VII F1J,KP—TMF—Vt.FA-4J-,TM# 2. During the term of this Agreement, if Company files and/or pursues an dversan roc rporation regardi kg this Au-eement without first e ood fai; 3. Under no circumstances will the funds received under this Agreement be used, either directly or indirectly, to pay costs or attorney fees incurred in any adversarial proceedin�t.A regarding this Agreement against either the Corporation or the City of Schertz. IMN A -10 1 W41 I 101 IM 6TOM-IMM OLUINJ 1. Binding Agreement. The terms and conditions • this Agreement shall be bindi%,AA on ini inure to the benefit of the Parties i and their res ective successors and assi�tias. The Executill 'MOAT IMMR T-Y VTA At WWI YVY • I Y-MV-W-tWA-YW&Y have the authority to execute any instruments, duly approved by the Corporation, on behalf of the N (c) No employee of the Corporation, or any board member, or agent of the Corporation, shall be personally responsible for any liability arising under • growing out of this Agreement. • Notice. Any notice required • permitted to be delivered hereunder shall be deemes delivered by actual delivery, or on the first business day after dg•ositing the same in the hauxkwPt E- a reputable overnight courier (such as United States Postal Service, FedEx or UPS) and address to the Party at the address set forth below: i If intended for SEDC: Schertz Economic Development Corporation Attention: Exec. Dir. of Economic Development 1400 Schertz Parkway Schertz, TX 78154 With a copy to: Denton- Navarro- Rocha- & Bemal- PC Attention: T. Daniel Santee • If to the Company: Schertz Medical Building, LLC Attention: Matthew Bradley 750 E. Mulberry Avenue Suite 305 San Antonio, TX 78212 meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any Party. 15. Countea2arts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all • the counterparts shall constitute one and the same instrument. 16. Exhibits. Any Exhibits attached hereto are incorporated by reference for all Nuffiam 17. Survival of Covenants. Any of the representations, warranties, covenants, an,,f *bligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a perioLi *f time following the termination of this Agreement shall survive termination. H 19. Additional Instruments. The Parties agree and covenant to iii".te, negotiate good faith, and to execute such other and further instruments and documents as may be reasonab required to fulfill the public purposes provided for and included within this Agreement. 20. Force Maieur . Whenever a period of time is herein prescribed for action to taken by the Company, the Company shall not be liable or responsible for, and there shall excluded from the computation of any such period of time, any delays due to causes of any ki it whatsoever which are caused by Force Majeure. Executed on this day of 2022. ATTEST: By: Sammi Morrill, Secretary CORPORATIO 7- By: Paul Macaruso, President N Executed • this day of ,2022 SCHERTZ MEDICAL BUILDING LLC 7 Texas limited liability company 1-Vy: Schertz Manager, LLC, a Texas limited liability company Fts: Manager Title: Vice President 11W IN r: 17 ` 1 111 •' 1 , b1 The Annual Certification Report for the Economic Development Incentive Agreement between the City of Schertz Economic Development Corporation and Schertz Medical Building LLC, is due on February 15, 2023. Please sign and return the Annual Certification Report form with accompanying narrative. Ell that, I certify that, to the best of my knowledge and belief, the information and attachments provided herein are true and accurate 0 t' be I certify compliance Yrms of Economic Development Incentive Agreement. Fand in com witstio'emem I further certify that the representations and warranties contained within the Agreement remain true and correct as of the date of this Certification, and Schertz Medical Building LLC remakes those representations and warranties as of the date hereof. I further certify that the employment and wage information provided is true and accurate to the best of my knowledge and I can provide documentation from the Texas Workforce Commission to support my claim if so requested. I I I understand that this Certificate is being relied upon by the SEDC in connection with the expenditure of public funds. Signature of Certifying Officer Date STATE OF TEXAS X COUNTY OF GUADALUPE X This information was acknowledged before me on this . day • by [first and last namel, ItitLeL for Schertz Medical Building LLC, a Texas limited liability company, on behalf of said agency. The Annual Certification Report is to be completed, signed and returned on or before February 15, 2023. Please send an original to the following address: Attention, Executive Director GW .2 tzln 1400 Schertz Parkway, Bldg. No. 2 Schertz, TX 78154 ME Mffolitwil-I M-1001-IMI WHEREAS, the City of Schertz Economic Development Corporation ("SEDC') is a non- profit industrial development corporation duly established under the Development Corporation Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act"); * » » \y++£ � WHEREAS, ©- Act authorizes a development corporation to fund certain projects as defined by the Act and request development corporations enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and 11" 0 4 .11MROTT M150MM"Iff"Irns a medical oftice building wfk an ambulatory surgical center that would be located at 177b6 '&gmi Parkway, Schertz, Guadalupe County, Texas 78154; and WHEREAS, Company's Project is expected to result in the creation of 20 new «m® jobs while the project will directly involve a capital investment of $9,784,585 for land, an4 construction of the minimum *50,000<t a « foot, two-story Facility; and I IN II I I! I III I I I I III I I I I I I I I �11!1111 IMTM M4 Mors TI, ". M RIINSM 04 1 FPS ITIN Iva ID 14 8^ .11 WHEREAS, Section 501.103 authorizes expenditures for certain infrastructulm improvement projects that are found by the board of directors to be required or suitable infrastructure necessary to promote or develop new or expanded business enterprises; and FRI- was held on August 25, 2022 and WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approvi� all programs and expenditures. • 1111 01 1 1 •• a, 0 Section 1. Subject to the authorization of funds by the City of Schertz City Council, iebi ma" 1 1* VI m P rf rmigi Aim n Will dIJ- J I IrdillOrdlir d 'Ali[- 00 ��XKVJLTAMO-MMWI VLW PA—VIBM 91 stated in t�e� foregoing recitals. Section 3. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part • this Resolution for all purposes and are adopted as a part of the judgment and findings of the Board. Section 4. 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 • this Resolution shall be and remain controlling as to the matters resolved herein. Section 5. This Resolution shall be construed and enforced in accordance with the laws • the State • Texas and the United States of America. [Ila" WWI M-101 OMMMINII nor-SIV-3 U a(Mora 1 INTO it (IM411gims I rul ILI [;IJKIJEI JJt.MM7*-JI-J INJILIJ IWAI NIEW.IPJIJ19 d 01 0 M too I I Section 7. It is officially found, determined, and declared that the meeting at whi this Resolution is adopted was open to the public and public notice of the time, place, and subje I atter of the public business to be considered at such meeting, including this Resolution, w-1 given, all as required • Chapter 5 5 1, Texas Government Code, as amended. Section 8. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. ATTEST -- : Sammi Morrill, SE DC Board Secretary RESOLUTION NO. 22 -R -104 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT BETWEEN THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION AND SCHERTZ MEDICAL BUILDING, LLC; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz, Texas (the "City ") has previously adopted guidelines and regulations for community development and established the Schertz Economic Development Corporation to accomplish said public purpose; and, WHEREAS, the City of Schertz Economic Development Corporation ( "SEDC ") is a non - profit industrial development corporation duly established under the Development Corporation. Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act "); WHEREAS, all of the powers of the corporation are vested in the SEDC Board of Directors (the "Board ") appointed by the governing body of the corporation's authorizing unit; and WHEREAS, the Act authorizes a development corporation to fund certain projects as defined by the Act and request development corporations enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and WHEREAS, Schertz Medical Building, LLC ( "Company ") desires to construct and operate a medical office building with an ambulatory surgical center that would be located at 17766 Verde Parkway, Schertz, Guadalupe County, Texas 78154; and WHEREAS, Company's Project is expected to result in the creation of 20 new full -time jobs while the project will directly involve a capital investment of $9,784,585 for land, and construction of the minimum of 50,000 square foot, two -story Facility; and WHEREAS, Corporation intends to provide an Infrastructure Reimbursement Grant of not more than $30,000.00 for qualifying costs, payable upon Company receiving a Certificate of Occupancy for the new Facility and written approval from the City of Schertz regarding completion of construction of improvement depicted and situated as represented in Attachment A and any other documentation required by the terms of this Agreement; and WHEREAS, the location of the Company's new medical facility, as proposed, will increase available medical office space in Schertz as well as provide greater access and traffic flow in the immediate area of the facility while also creating new jobs and increased employment, promoting and developing expanded business enterprises, increased development, increased real property value and tax revenue for the City of Schertz, and will have both a direct and indirect positive overall improvement /stimulus in the local and state economy; WHEREAS, the Corporation desires to offer incentives to Company to enable Company to construct its Facility and expand the workforce pursuant to this Agreement in substantial conformity with the City of Schertz Economic Development Incentive Policy and the Act; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.1.58 of the Act requires an incentive agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, Section 505.159 of the Act requires that a corporation hold at least one public hearing on the proposed project before spending money to undertake the project, the public hearing was held on August 25, 2022; and WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve all programs and expenditures. NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. 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 2. The City Council hereby authorizes the SEDC to offer incentives to Company in substantial conformity with the City of Schertz Economic Development Incentive Policy and applicable state law, and further authorizes the execution of the Agreement attached as Exhibit A. 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. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED on this -day of 2022. CITY OF SCHERTZ, TEXAS Ralph Gutierrez, Mayor ATTEST: Sheila Edmondson, Interim City Secretary Agenda No. 5. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: Finance Subject: Ordinance 22 -T- 43 - An Ordinance by the City Council of the City of Schertz, Texas authorizing an adjustment to the Fiscal Year 2022 -2023 Budget to fund audio /visual improvements for Municipal Court, repealing all ordinance or parts of ordinance in conflict with this ordinance; and providing an effective date. First Reading (M.Browne /J.Walters) BACKGROUND On September 13, 2022, Council adopted a budget for FY 2022 -23 with ordinance 22 -T -30. That adoption included $12,740 of expenditures out of the restricted Court Technology Fund. These funds can be used in accordance with Texas Code of Criminal Procedure art 102.01.72, which includes technological enhancements for the courtroom. The increase in personnel with the FY 2022 -23 Budget will cause additional space requirements for building 1. During COVID, the Council Chambers were used successfully to hold municipal court with the required spacing requirements. Staff is proposing to use the current courtroom for additional office space and move municipal court to the Council Chambers, until further notice. Plans have been in place to update the Council Chamber Audio/Visual system and is ready to move forward. With court moving to the Council Chambers, additional enhancements are needed. While the current set up was usable during COVID, court is requesting a few additional features that were in the old courtroom. These additional expenditures would fall under appropriate usage of the Court Technology funds. Council adopted a budget to use $12,740 throughout the year as needs arise, but the requested upgrades are $23,433. This adjustment would allocate the remaining $10,693 needed to complete the Court audio /visual upgrades to the Council Chambers. GOAL To authorize funding to provide additional audio /visual upgrades to the Council Chambers to use the facility for municipal court. COMMUNITY BENEFIT Keep existing court functions when holding court in the Council Chambers. Approval of Budget Adjustment Ord 22 -T -43 to provide funding for audio /visual upgrades to the Council. Chambers to be used as a municipal courtroom. FISCAL IMPACT The current balance of the Court Technology Fund is $510,635. This adjustment would reduce that balance by $1.0,963 to $499,671. RECOMMENDATION Staff recommends approval of ordinance 22 -T -43. Attachments Ordinance 22 -T -43 ORDINANCE NO. 22-T-43 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN ADJUSTMENT TO THE FISCAL YEAR 2022 -2023 BUDGET TO FUND AUDIOVISUAL IMPROVEMENTS FOR MUNICPAL COURT, REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, pursuant to Ordinance 22 -T -30, the City of Schertz (the "Lily") adopted the budget for the City for the fiscal year 2022 -2023 (the "Budget), which provides funding for the City's operations throughout the 2022 -2023 fiscal year; and WHEREAS, the City needs to authorized budget amounts of $10,963.00 for additional upgrades to the Council Chambers Audio/Visual system to better hold municipal court in the chambers; and WHEREAS, City staff recommends that the City Council of the City adjust the Budget and approve the ordinance; and WHEREAS, the City Council of the City has determined that it is in the best interest of the City to adjust the Budget for additional audio /visual upgrades as more fully set forth in this Ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. The City shall increase the budget by $10.963.00 for audio /visual upgrades to the Council Chambers to better hold municipal court sessions. Funding will come from the Court Technology Fund. 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 Ordinance for all purposes and are adopted as a part of the judgment and findings of the Council. Section 3. All ordinances and codes, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. Section 4. This Ordinance 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 Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City hereby declares that this Ordinance would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Ordinance 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 Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. Section 7. This Ordinance shall be effective upon the date of final adoption hereof and any publication required by law. PASSED, APPROVED ON NOVEMBER 1, 2022 ON THIS FIRST READING and CITY OF SCHERTZ, TEXAS Ralph Gutierrez, Mayor ATTEST: Sheila Edmondson, Interim City Secretary 50558021.1 - 2 - Agenda No. 6. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: Executive Team Subject: Resolution 22 -R -128 - Consideration and /or action approving a Resolution amending the Schertz Main Street Area Preservation Incentive Program. (B. James) . 1 L1 At the October 25, 2022 City Council meeting, Councilman Davis requested a discussion and possible action item regarding the boundaries of the Schertz Main Street Area Incentive Program, generally referred to as the Main Street Historic Grant. To be eligible for the program, structures must be at least 50 years old, not be delinquent on City taxes or fees and located with the boundaries of the Main Street Incentive Area. Generally this area includes properties the front on Main Street, between Schertz Parkway and Aviation Boulevard. The Schertz Historical Preservation Committee has a Landmark Property Designation program to recognize historic structures in the community. The Committee has granted this status to approximately 30 properties and approximately 8 of those are in the Main Street Incentive Area. It is staff s understanding that Council may want to consider amending the program to allow properties that have received Landmark Property Designations that are within the City limits but not in the Main Street Area to be eligible. Staff has drafted the attached resolution as such. GOAL Promote the history and culture of the City of Schertz to tourists and residents. COMMUNITY BENEFIT Recognize and preserve historic structures in the City. SUMMARY OF RECOMMENDED ACTION Approval of the resolution allowing structures within the City that have received a Landmark Property Designation to be eligible for the Preservation Incentive program even if not located within the Main Street Area. FISCAL IMPACT This action in and of itself will have no fiscal impact, as individual grants must still be approved by City Council. This action would make approximately 20 additional properties eligible. RECOMMENDATION Approval of Resolution 22 -R -1.28 Attachments Res 22 R 128 Amended Preservation Grant Grant Area Map �mmmm RESOLUTION NO. 22 -R -128 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING THE SCHERTZ MAIN STREET AREA PRESERVATION INCENTIVE PROGRAM CITY OF SCHERTZ, TEXAS, AND RELATED MATTERS IN CONNECTION THEREWITH WHEREAS, The City of Schertz desires to protect, enhance, and preserve the historic resources and landmarks which represent distinctive elements of Schertz' historic, architectural, economic, cultural, and social heritage by providing property owners and incentive for protecting their property; and WHEREAS, The program is intended to stabilize and improve property values; and WHEREAS, Foster civic pride in the beauty and accomplishments of the past, and to promote the use of the historic structures for the culture, education, and general welfare of residents; and WHEREAS, Strengthen the economy of the city by protecting and enhancing the attractiveness of no only the Main Street area to residents and visitors, as well as provide support and stimulus to businesses, but also the surrounding areas of the City; and WHEREAS, given the aims of the Comprehensive Plan as it relates to preserving the City's history and in particular the desire to foster commercial development that serves tourists and residents; and WHEREAS, the City of Schertz is recommending amendment to the program to better achieve the aims outlined above; NOW THEREFORE, BE IT RESOLVED, THAT THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby amends the Schertz Main Street Area Preservation Incentive Program as outlined in Exhibit "A" — Schertz Main Street Are Incentive Program Summary and authorizing the City Manager and City Attorney to amend the grant agreement accordingly. 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 1st day of November, 2022. CITY OF SCHERTZ, TEXAS Ralph Gutierrez, Mayor Sheila Edmondson, Interim City Secretary (CITY SEAL) Schertz Main Street Area Preservation Incentive Program City of Schertz Section 1.1 Purpose The City of Schertz finds that promoting the enhancement and perpetuation of structures of historical importance and significance are necessary to promote the economic, cultural, educational and general welfare of the public. The area around Main Street in Schertz once served as commercial and social hub of the community. The City seeks to improve the image of the area around Main Street through historic restoration and rehabilitation of structures in the Main Street area to serve as a commercial, social, cultural and tourism hub of the City. The program is intended to: a) Protect, enhance, and preserve the historic resources and landmarks which represent distinctive elements of Schertz' historic, architectural, economic, cultural, and social heritage by providing property owners and incentive for protecting their property; b) Stabilize and improve property values; c) Foster civic pride in the beauty and accomplishments of the past, and to promote the use of the historic structures for the culture, education, and general welfare of residents, and: d) Strengthen the economy of the city by protecting and enhancing the attractiveness of the Main Street area to residents and visitors, as well as provide support and stimulus to businesses. In order to facilitate the preservation of historic structures to promote the economic vitality of the Main Street area as a tourist destination, the City of Schertz is offering incentives that will serve to improve existing properties and businesses within this area. Section 1.2 Administration The program will be administered by the City of Schertz Building Inspections Division. Section 1.3 Eligibility Criteria All of the following eligibility criteria must be met: a) Structures must have been constructed more than 50 years prior to the date of application. b) Property must be located within the Main Street Incentive Area or have received a Schertz Historic Preservation Committee Landmark Property Designation. See attached map. c) All taxes and government fees must be current on the property. Section 1.4 Types of Grant Assistance Funding for this program is generated by the Hotel Occupancy Tax (HOT) funds. a) Program assistance is available to owners of structures used for commercial purposes who make verified exterior improvements (however limited to comprehensive maintenance and rehabilitation painting, roof, windows, foundation, facade restoration including replacing windows, wall repairs, brick re- pointing, replacing and exposing transom windows; and improvements necessary to stabilize a structure) consistent with applicable codes, or who make verified interior improvements to upgrade interior systems to current building codes (however limited to sanitary sewer lines, fire, HVAC, insulation, electrical, plumbing, or a combination of interior or exterior improvements) and which are approved in advance by the Schertz Historical Preservation Committee and City Council. Grants are available with a cap of $20,000 per property. b) Program assistance is available to owners of structures used for residential who make verified exterior improvements to the roof, foundation, and wall repairs including brick re- pointing. Grants are available with a cap of $20,000 per property. c) Grants will not be provided for work already completed or which is begun prior to approval of the grant application. d) Funds will be provided on a 50150 matching basis. In kind contributions may be counted toward the match requirement. Section 1.5 Grant Application Procedures At the start of the fiscal year, the city will promote the amount of funding available. Applications will be received throughout the fiscal year, subject to the availability of funds. a) Property owner submit an application along with any required supporting documentation (i.e. drawings, total project cost estimate, photographs, contactor bids, tax certificates, etc.). Applications will be reviewed by the Building Inspections Staff for completeness. b) After submittal of a grant request, a preliminary site visit will be made by the Building Inspections Staff along with the Chairperson of the Schertz Historical Preservation Committee. c) Applications will be reviewed and evaluated by the Schertz Historical Preservation Committee. The Committee will evaluate the application based on the Secretary of the Interior's Standards for Rehabilitation. The Committee's recommendation will be forwarded to the City Council for review and approval. d) City Council will decide which entities qualify for assistance based on the architectural value of their proposed projects to the City of Schertz, the compatibility of the proposed projects with the Main Street Area, and the cost effectiveness of the proposed project in relation to the proposed amount of the grant. e) The property owner and City will execute a Grant Agreement detailing the obligations of the grantee, the method and timing of reimbursement, and outlining the scope of work eligible for reimbursement. N f) Work must be completed within one year from the date of execution of the Grant Agreement, however; the Historical Preservation Committee may grant an extension of up to one year. 1-1� tom, y dV% . . . . . . . . . . . . . ... ... .. . . . . . . S ..... ..... N w Z+ (1) C) 10:011 0 (001 0 E NC6 sv a) 0 a. C) CD N > C/) 4- C: 0 C: 0 ca -4— ? y a) C) CO U) a) CL ca VJ I M Agenda No. 7. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: City Secretary Subject: Ordinance No. 22 -S -41- Consideration and /or action on a request to rezone approximately 1.5 acres of land from Pre - Development District (PRE) to Planned Development District (PDD), generally located approximately 2,200 feet southeast of the intersection of Lower Seguin Road and FM 1518, also known as Bexar County Property Ident' cation Number 309997 and 309999, City of Schertz, Bexar County, Texas. Final Reading (B. James / L. Wood / E. Delgado) BACKGROUND Owner: Karen Dahle Applicant: Ashley Farrimond/ Killen, Griffen & Farrimond The applicant has requested to rezone approximately 15 acres of land from Pre - Development District (PRE) to Planned Development District (PDD) with a base zoning of Apartment/Multi- Family Residential (R4). The proposed development will include approximately 300 multi - family apartment units and will consist of eight (8) three (3) story buildings with options ranging from 1 bedroom to 4 bedroom units. The applicant will be working to preserve the natural landscape as there are several large existing trees on site. The proposed development will also include outdoor /indoor recreational space, a resort style pool, clubhouse with a fitness center, business center, and children's activity room. Twenty -three (23) public hearing notices were mailed to the surrounding property owners on September 2, 2022, with a public hearing notice published in the "San Antonio Express ", on September 21, 2022, prior to the City Council public hearing. At the time of this report, staff has received twenty -nine (29) responses opposed, two (2) responses in favor, and one (1) response who did not indicate in favor or opposed of the requested rezoning. If a proposed zoning change is protested in writing and signed by the owners of at least twenty percent (20 %) of the area of the lots or land immediately adjoining the area covered by the proposed zoning change or zoning map amendment and extending 200 feet from that area, the proposed change must receive, in order to take effect, the affirmative vote of at least three - fourths (3/4) of all members of the City Council according to LGC, Local Government Code § 211.006(d). The opposition responses received accounts for 32.2% of the property within 200 -feet and triggers the 3/4 vote of the City Council. While staff notifies all property owner within 200 feet of a case, per the UDC, only those properties within the city are counted as part of the protest. GOAL, The goal is to rezone approximately 15 acres of land to Planned Development District (PDD). COMMUNITY BENEFIT The community benefit is to promote safe, orderly, efficient development and bring about the City's vision of future growth. SUMMARY OF RECOMMENDED ACTION The applicant is proposing to zone change approximately 15 acres of land from Pre - Development District (PRE) to Planned Development District (PDD), with a base zoning of Apartment /Multi - Family Residential (R4). The development will be striving to maintain the natural landscape and preserve as many of the existing trees on the property. The site will include 300 units with 1 bedroom to 4 bedroom options. The site will be providing amenities to the residents living there such as outdoor /indoor recreational spaces, pool, fitness center and a children's activity room. Also, the property will be providing a 20 -foot landscape buffer around the entire development with 1 tree per 20 linear feet and will be providing a 6 -foot tall metal fence around the perimeter of the entire property. The table below illustrates the dimensional requirements for the development which are also viewable in the Planned DevelODment District narrative. Minimum Lot Size Minimum, Yard Min. Off - Street Misc. Setback Parking Requirements Classification Area Width Depth Front Side Rear P arking Max. Family sf Ift Ift Ift Ift Ift 10,0001100 1100 125 10 20 1.6 spaces per unit & measured at 10' by 18' Height 45 Cover 75% The Comprehensive Land Use Plan (CLUP), through the Future Land Use Plan and the South Schertz Sector Plan, designates this subject property as Mixed Use Neighborhood Center. • Comprehensive Plan Goals and Objectives: The land use designation of Mixed Use Neighborhood Center is intended to accommodate a mixture of retail, restaurant, office, and multi- family residential uses. • Impact of Infrastructure: The property will be serviced by the City of Schertz for water and sewer through 8 -inch lines. • Impact of Public Facilities /Services: The proposed zone change would have minimal impact to the public services, such as schools, fire, police and parks. • Compatibility with Existing and Potential Adjacent Land Uses: This property is surrounded by residential neighborhoods and the Comprehensive Land Use Plan designates the property as Mixed Use Neighborhood Center to provide a mixture of housing and neighborhood commercial services. The proposed rezoning to Planned Development District (PDD) with a base zoning of Apartment/Multi- Family (R4) is compatible with the existing and potential land uses surrounding the subject tract. FISCAL IMPACT None. RECOMMENDATION The property has the land use designation under the Schertz Sector Plan for Southern Schertz as Mixed Use Neighborhood Center. The Mixed Use Neighborhood Center land use designation encourages the mixture of commercial and residential type developments. This would include retail, restaurant, office and multi - family residential uses. The proposed rezoning to Planned Development District (PDD), with a base zoning of Apartment /Multi- Family Residential District (R4) conforms to the Comprehensive Land Use Plan designation. Given that the adjacent properties to the north, east and south are all residentially used, the proposed rezoning would act as a buffer to these properties from FM 1518. The property will be working to maintain the natural landscape and existing trees that are on site as well as providing amenities to the residents /guest that will live here. Staff is recommending approval of the FM 1518 Apartments Planned Development District as presented. The Planning and Zoning Commission held a public hearing on September 14, 2022, where they made a recommendation to the City Council with a vote of 6 -0 to approve the requested rezoning. Attachments Ord.22 -S -41 Exhibit A: Metes and Bounds Exhibit B: Zoning Exhibit Exhibit C: PDD Narrative Aerial Map Public Hearing Notice Map Public Hearing Notice Responses ORDINANCE NO. 22-S-41 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING THE OFFICIAL ZONING MAP BY REZONING APPROXIMATELY 15 ACRES OF LAND TO PLANNED DEVELOPMENT DISTRICT (PDD), GENERALLY LOCATED 2,200 FEET SOUTHEAST OF THE INTERSECTION OF LOWER SEGUIN ROAD AND FM 1518, ALSO KNOWN AS BEXAR COUNTY PROPERTY IDENTIFICATION NUMBERS 309997 AND 309999, BEXAR COUNTY, TEXAS. WHEREAS, an application to rezone approximately 15 acres of land to Planned Development District (PDD), generally located approximately 2,200 feet southeast of the intersection of Lower Seguin Road and FM 1518, also known as :Bexar County Property Identification. Number 309997 and 309999, and more specifically described in the Exhibit A attached herein (herein, the "Property ") has been filed with the City; and WHEREAS, the City's Unified Development Code Section 21.5.4.D. provides for certain criteria to be considered by the Planning and Zoning Commission in making recommendations to City Council and by City Council in considering final action on a requested zone change (the "Criteria "); and WHEREAS, on September 14, 2022, the Planning and Zoning Commission conducted a public hearing and, after considering the Criteria, made a recommendation to City Council to approve the requested rezoning; and WHEREAS, on October 11, 2022, the City Council conducted a public hearing and after considering the Criteria and recommendation by the Planning and Zoning Commission, determined that the requested zoning be approved as provided for herein. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: THAT: Section 1. The Property as shown and more particularly described in the attached Exhibit A and Exhibit B, is hereby zoned Planned Development District (PDD). Section 2. The Official Zoning Map of the City of Schertz, described and referred to in Article 2 of the Unified Development Code, shall be revised to reflect the above amendment. Section 3. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the Council. Section 4. All ordinances and codes, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters resolved herein. Section 5. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 6. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City hereby declares that this Ordinance would have been enacted without such invalid provision. Section 7. It is officially found, determined, and declared that the meeting at which this Ordinance 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 Ordinance, was given, all as required by Cbapter 551, as amended, Texas Government Code. Section 8. This Ordinance shall be effective upon the date of final adoption hereof and any publication required by law. Section 9. This Ordinance shall be cumulative of all other ordinances of the City of Schertz, and this Ordinance shall not operate to repeal or affect any other ordinances of the City of Schertz except insofar as the provisions thereof might be inconsistent or in conflict with the provisions of this Ordinance, in which event such conflicting provisions, if any, are hereby repealed. Approved on first reading the l lth day of October 2022. PASSED, APPROVED AND ADOPTED on final reading the 1 st day of November 2022. ATTEST: Ralph Gutierrez, Mayor Sheila Edmondson, Interim City Secretary (seal) Exhibit "A" Field Notes for a Tract of Land , JU Containing 14.687 acres (639,766.78 sq are fe TBPELS Engineering F-5297/Surveying No, 10131500 12770 Cimarron Path, Suite 100 San Antonio, TX 78249 Ph, 210,698,5051 - 1 x. 210.698.5085 Pave I of 2 ADDRESS: 9120 E FM 1518 N SCHERTZ, TEXAS 78154 SCALE: ID •• • •• 120 LEGEND: AC AIR CONDITIONER PAD SO • BUILDING -.- SIGN CHAINUNK FENCE ® CLEAN0UT UTILITY POLE WITH GUY WIRE EDGE OF ASPHALT PAVEMENT WIRE FENCE 12° CMP FEB] ELECTRIC BOX 1.0'X0.05' EM • ELECTRIC METER FP FENCE POST 2" FH >2o FIRE HYDRANT G I ( 1 GATE WITH AN ORANGE PLASTIC CAP STAMPED "MTR ENG ", BEING THE NORTH CORNER OF A 3.245 ACRE TRACT IRON FENCE MB • MAIL BOX oHU OVERHEAD UTILITIES RCO ROCK COLUMN SO • SATELLITE DISH -.- SIGN UP 0 UTILITY POLE UP 0 9 UTILITY POLE WITH GUY WIRE X X WIRE FENCE 12° CMP WC WOOD COLUMN 0.4'X0.4' //- WOODEN FENCE ( ) PER RECORDED DEED u_ 3 SOUTH 30 DEGREES 26 MINUTES 11 SECONDS EAST, A DISTANCE OF 938.61 FEET TO A SET 1/2" IRON GRAVEL WITH AN ORANGE PLASTIC CAP STAMPED "MTR ENG ", BEING THE NORTH CORNER OF A 3.245 ACRE TRACT CONCRETE COVERED CONCRETE FIELD NOTES FOR A TRACT OF LAND CONTAINING 14.687 ACRES (639,766.78 SQUARE FEET) A 14.687 ACRE (639,766.78 SQUARE FEET) TRACT OF LAND IN THE CITY OF SCHERTZ, BEXAR COUNTY, TEXAS, SITUATED IN THE JULIAN DIAZ SURVEY NO. 66, ABSTRACT 187, COUNTY BLOCK NO. 5059, BEING A PORTION OF A 10.000 ACRE TRACT AS CONVEYED TO KAREN L DAHLE AND SPOUSE, MICHAEL H. DAHLE BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 10257, PAGE 210 AND A PORTION OF A 5.095 ACRE TRACT AS CONVEYED TO KAREN L DAHLE, A MARRIED PERSON, BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 10337, PAGE 840, 'BOTH OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS. SAID 14.687 ACRE (639,766.78 SQUARE FEET) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A FOUND 1/2" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "PAPE DAWSON ", HAVING TEXAS STATE PLANE COORDINATES OF N:13,736,183.57, E:2,209,469.56, ON THE NORTHEASTERLY RIGHT OF WAY LINE OF EAST F.M. 1518 NORTH, AN 80 -FOOT WIDE RIGHT OF WAY, BEING THE WEST CORNER OF A 0.7227 OF AN ACRE TRACT AS CONVEYED TO JOE PAWUK, JR. AND WIFE, BEVERLY L PAWUK BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 7461, PAGE 94, OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, BEING A SOUTH CORNER OF THE HEREIN DESCRIBED TRACT; THENCE, WITH THE NORTHEASTERLY RIGHT OF WAY LINE OF SAID EAST F.M. 1518 NORTH, BEING A SOUTHWESTERLY BOUNDARY OF THE REMAINDER OF SAID 5.095 ACRE TRACT AND SAID 10.000 ACRE TRACT, NORTH 30 DEGREES 27 MINUTES 18 SECONDS WEST, A DISTANCE OF 872.37 FEET TO A FOUND 5/8" IRON ROD, BEING THE SOUTH CORNER OF LOT 1, AS SHOWN ON PLAT OF FEY SUBDIVISION AS RECORDED IN VOLUME 9539, PAGE 43, AS CONVEYED TO HECTOR PETERSON BY GENERAL WARRANTY GIFT DEED AS RECORDED IN DOCUMENT NUMBER 20170091718, BOTH OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, AND.BEING BOTH THE WEST CORNER OF SAID 10.000 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, LEAVING THE NORTHEASTERLY RIGHT OF WAY LINE OF SAID EAST F.M. 1518 NORTH, WITH THE SOUTHEASTERLY BOUNDARY OF SAID LOT 1, BEING THE NORTHWESTERLY BOUNDARY OF SAID 10.000 ACRE TRACT, NORTH 59 DEGREES 47 MINUTES 23 SECONDS EAST, A DISTANCE OF 670.55 FEET TO A FOUND 5/8" IRON ROD ON THE SOUTHWESTERLY BOUNDARY OF A 40.556 ACRE TRACT AS CONVEYED TO LLOYD R. FAIRLEY BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 8666, PAGE 492, OF THE _ OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, BEING THE EAST CORNER OF SAID LOT 1, BEING .. BOTH THE NORTH CORNER OF SAID 10.000 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; r a - 9 I� * FO': tP 09 THENCE, WITH THE SOUTHWESTERLY BOUNDARY OF SAID 40.556 ACRE TRACT, BEING THE NORTHEASTERLY o BOUNDARY OF SAID 10.00 ACRE TRACT, THE FOLLOWING TWO (2) COURSES: 00 _ •� ° 5950 Q-• I J�;a SOUTH 30 DEGREES 32 MINUTES 03 SECONDS EAST, A DISTANCE OF 69.89 FEET TO A SET 1/2" IRON WITH r AN ORANGE PLASTIC CAP STAMPED "MTR ENG", BEING AN ANGLE POINT IN THE HEREIN DESCRIBED TRACT; o u_ 3 SOUTH 30 DEGREES 26 MINUTES 11 SECONDS EAST, A DISTANCE OF 938.61 FEET TO A SET 1/2" IRON rj m WITH AN ORANGE PLASTIC CAP STAMPED "MTR ENG ", BEING THE NORTH CORNER OF A 3.245 ACRE TRACT Q - AS CONVEYED TO BRANDON MCGARRELL, A MARRIED MAN, BY GENERAL WARRANTY DEED AS RECORDED IN W DOCUMENT NUMBER 20180075657 OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, BEING BOTH THE EAST CORNER OF SAID 10.000 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, LEAVING THE SOUTHWESTERLY BOUNDARY OF SAID 40.556 ACRE TRACT, WITH THE NORTHWESTERLY BOUNDARY OF SAID 3.245 ACRE TRACT, SOUTH 61 DEGREES 37 MINUTES 43 SECONDS WEST, PASSING THE MOST SOUTHERLY SOUTH CORNER OF SAID 10.000 ACRE TRACT, BEING THE EAST CORNER OF SAID 5.095 ACRE TRACT, AND CONTINUING SAID COURSE FOR A TOTAL DISTANCE OF 415.77 FEET TO A FOUND 5/8" IRON ROD, BEING THE EAST CORNER OF SAID 0.7227 ACRE TRACT, BEING BOTH THE MOST SOUTHERLY SOUTH CORNER OF SAID 5.095 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, LEAVING THE NORTHWESTERLY BOUNDARY OF SAID 3.245 ACRE TRACT, WITH THE NORTHEASTERLY AND NORTHWESTERLY BOUNDARY OF SAID 0.7227 ACRE TRACT, BEING A SOUTHWESTERLY AND A SOUTHEASTERLY BOUNDARY OF SAID 5.095 ACRE TRACT, THE FOLLOWING TWO (2) COURSES: NORTH 31 DEGREES 14 MINUTES 27 SECONDS WEST, A DISTANCE OF 115.42 FEET TO A FOUND 3/8" IRON ROD, BEING THE NORTH CORNER OF SAID 0.7227 ACRE TRACT, BEING BOTH AN INTERIOR CORNER OF SAID 5.095 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; SOUTH 61 DEGREES 27 MINUTES 38 SECONDS WEST, A DISTANCE OF 253.39 FEET TO THE POINT OF BEGINNING, CONTAINING 14.687 ACRES (639,766.78 SQUARE FEET) OF LAND. TITLE COMMITMENT THIS SURVEY WAS PREPARED IN CONJUNCTION WITH THE TITLE COMMITMENT PREPARED BY STEWART TITLE GUARANTY COMPANY FILE NO. 21000230034, EFFECTIVE DATE: APRIL 21, 2021, ISSUED APRIL 30, 2021 AND IS SUBJECT ONLY TO THE STATEMENT OF FACTS CONTAINED THEREIN AND REUSTED BELOW. RESTRICTIVE COVENANTS: ITEM 1, SCHEDULE B IS HEREBY DELETED. SCHEDULE °B° 10. THE FOLLOWING MATTERS AND ALL TERMS OF THE DOCUMENTS CREATING OR OFFERING EVIDENCE OF THE MATTERS (WE MUST INSERT MATTERS OR DELETE THIS EXCEPTION): a. RIGHT OF WAY EASEMENT GRANTED TO GRAYBURG PIPE LINE COMPANY BY INSTRUMENT RECORDED IN VOLUME 787, PAGE 606, OF THE DEED RECORDS, BEXAR COUNTY, TEXAS. (SURVEYOR'S NOTE: VAGUE DESCRIPTION, UNABLE TO PLOT.) b. EASEMENT GRANTED TO HUMBLE PIPE LINE COMPANY BY INSTRUMENT RECORDED IN VOLUME 4697, PAGE 14, OF THE DEED RECORDS, BEXAR COUNTY, TEXAS. (SURVEYOR'S NOTE: DOES NOT APPLY TO SUBJECT PROPERTY.) C. AN OIL, GAS AND MINERAL LEASE DATED MARCH 17, 1964, EXECUTED BY GILBERT FEY AND WIFE, VERNELL FEY, LESSOR, IN FAVOR OF EDGAR A. ROGERS, JR., LESSEE, RECORDED IN VOLUME 5147, PAGE 261, OF THE DEED RECORDS, BEXAR COUNTY, TEXAS. (SURVEYOR'S NOTE: NOT A SURVEY ITEM.) d. ALL LEASES, GRANTS, EXCEPTIONS OR RESERVATIONS OF COAL, LIGNITE, OIL, GAS AND OTHER MINERALS, TOGETHER WITH ALL RIGHTS, PRIVILEGES, AND IMMUNITIES RELATING THERETO, APPEARING IN THE PUBLIC RECORDS WHETHER LISTED IN SCHEDULE B OR NOT. THERE MAY BE LEASES, GRANTS, EXCEPTIONS OR RESERVATIONS OF MINERAL INTEREST THAT ARE NOT LISTED. (SURVEYOR'S NOTE: NOT A SURVEY ITEM.) GENERAL NOTES: 1) BASIS OF BEARINGS AND COORDINATES CITED WERE ESTABLISHED FROM THE STATE PLANE COORDINATE SYSTEM, NORTH AMERICAN DATUM OF 1983, TEXAS SOUTH CENTRAL ZONE. 2) ONLY THOSE COPIES WHICH BEAR AN ORIGINAL INK IMPRESSION SEAL AND AN ORIGINAL SIGNATURE OF THE SURVEYOR WILL BE CONSIDERED A "VAUD° COPY. MOY TARIN RAMIREZ ENGINEERS, LLC., WILL NOT BE RESPONSIBLE FOR THE CONTENT OF ANYTHING OTHER THAN A VAUD COPY OF THIS SURVEY. 3) BASED ON NATIONAL FLOOD HAZARD LAYER WEBSITE (LAST ACCESSED 2021- 12 -15), THE SUBJECT PROPERTY HEREON IS SHOWN TO BE LOCATED IN FLOOD ZONE 'X DESIGNATED AS AREAS DETERMINED TO BE OUTSIDE THE 0.27. ANNUAL CHANCE FLOODPLAIN AS SHOWN ON COMMUNITY PANEL NUMBER 48029CO315F, HAVING AN EFFECTIVE DATE OF SEPTEMBER 29, 2010. THIS FLOOD STATEMENT DOES NOT IMPLY THAT THE PROPERTY AND /OR THE STRUCTURES THEREON WILL BE FREE FROM FLOODING OR FLOOD DAMAGE. THIS FLOOD STATEMENT SHALL NOT CREATE LIABILITY ON THE PART OF THE SURVEYOR. 4) ALL BOUNDARY CORNERS ARE A SET 1/2- IRON RODS WITH AN ORANGE PLASTIC CAP STAMPED °MTR ENG" UNLESS OTHERWISE NOTED. 5) EXCEPT AS SHOWN HEREON, THERE IS NO EVIDENCE OF APPARENT EASEMENTS, INTRUSIONS, OR PROTRUSIONS OF IMPROVEMENTS ON ADJOINING PROPERTY. 6) NO MARKED PARKING SPACES ON SUBJECT PROPERTY. SURVEYORS CERTIFICATE TO: KAREN L DAHLE AND MICHAEL H. DAHLE, NRP PROPERTIES LLC, AN OHIO LIMITED LIABILITY COMPANY, AND OR ASSIGNS AND STEWART TITLE GUARANTY COMPANY. O F THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN �� eJOINTLY ACCORDANCE WITH THE 2021 MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA /NSPS LAND TITLE SURVEYS, Q �•S T f•, a A, G R ESTABLISHED AND ADOPTED BY ALTA AND NSPS, AND INCLUDES ITEMS, 1, 2, 3, 4, 8, 11, (VISIBLE EVIDENCE ONLY) AND 14 OF TABLE A THEREOF. - 9 I� * FO': tP THE FIELD WORK WAS COMPLETED ON DECEMBER 06, 2021. :'� ,,, ,,,, DATE OF MAP: DECEMBER 16, 2021 STEPHANIE L. JAMES •� ° 5950 Q-• I J�;a 9jL cf S S \ Q? �0� STEP IE L JAMES, R.PS. O S U P J� REGISTERED PROFESSIONA.LL URVEYOR NO. 5950 MOY TARIN RAMIREZ ENGINEERS, LLC. 12770 CIMARRON PATH, SUITE 100 SAN ANTONIO, TEXAS 78249 sjames®mtreng i n eers.com SHEET ALTAINSP -3 LAND VILE SMG°�MCV � ■ ■� R��SS � Engineers N0. DATE DESCRIPTION BY • Surveyors 0 2/20/21 ISSUED FOR REVIEW VB A 14.687 ACRE (639,766.78 SQUARE FEET) TRACT OF LAND IN THE CITY OF SCHERTZ, BEXAR COUNTY, TEXAS, • Planners SITUATED IN THE JULIAN DIAZ SURVEY NO. 66, ABSTRACT 187, .COUNTY BLOCK NO. 5059, BEING A PORTION OF A 10.000 ACRE TRACT AS CONVEYED TO KAREN L. DAHLE AND SPOUSE, MICHAEL H. DAHLE BY WARRANTY DEED WITH Moy Tarin Ramirez Engineers, LLC VENDORS LIEN AS RECORDED IN VOLUME 10257, PAGE 210 AND A PORTION OF A 5.095 ACRE TRACT AS CONVEYED TBPELS ENGINEERING F- 5297 /SURVEYING NO. 10131500 TO KAREN L. DAHLE, A MARRIED PERSON, BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 12770 CIMARRON PATH, SUITE 100 TEL: (210) 698 -5051 10337, PAGE 840, BOTH OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS. SAN ANTONIO, TEXAS 78249 FAX: (210) 698 -5085 PROD. # DGN. BY.• DWN. BY CHKD. BY DATE.• 21213 VB SLJ 1 12116121 V: \21213 Dahle Tract \drawings \21213 Dahle (14.687 ac) Alta.dwg 2022/05/02 1:57pm didrogo /A LONG LEAF PKWY d t tI 1 z 3 3 „ J 2 � 200 o 2' j( RYP IT t °s '3 120' 1 Exhibit , 1. NO PORTION OF THIS PROPERTY IF LOCATED WITHIN THE 100 —YEAR C% CHANCE) FLOODPLAIN AS ACCORDING TO FEMA FIRM PANEL #48187CO24OF 01 MIXED USE NEIGHBORHOOD SCALE: 1" =100' ESTATE NEIGHBORHOOD 100 50 0 100 (3a 11 Earv�ow rzronor f sn Zoo , MRtsrvn PEP.EC 9 onv�o �a�Ervrv�2- 2MFUGrv. z '0 p 2 AT, z I,i o oa 1 a— 2 1 na vuo a rz�rono i ! 1 i M .,� .. =r ? 1 A0, /A LONG LEAF PKWY d t tI 1 z 3 3 „ J 2 � 200 o 2' j( RYP IT t °s '3 120' 1 Exhibit , 1. NO PORTION OF THIS PROPERTY IF LOCATED WITHIN THE 100 —YEAR C% CHANCE) FLOODPLAIN AS ACCORDING TO FEMA FIRM PANEL #48187CO24OF 01 MIXED USE NEIGHBORHOOD 02 ESTATE NEIGHBORHOOD 13 (3a MIXED USE NEIGHBORHOOD CENTER Earv�ow rzronor PROPERTY INFORMATION sn Zoo , MRtsrvn PEP.EC 9 onv�o �a�Ervrv�2- 2MFUGrv. o wF o0. na vuo a rz�rono 12 FM 1518 SCHER'I "Z MULITFAMILY 'I "RACT ZONING '[ABLE CONDITION ZONING AREA (AC.) EXISTING PRE 14.687 PROPOSED PDD 14.687 I! NANGnEXHIBIT Eng(neers 1-la- I F.M. 1518 SCHERTZ MULITFAMILY Mr- Surveyors Moy Tarin Ramirez EngineersnLLC o /suarE'z�(zio - P27213xo. —11E 10257 PAGE 210 AND A 1ORT11 11 A DATE: scuE. iH EvENOOaRI �OIENP AS L auaLUC —17 PAGE AUGUST9,2022 1 ":100' r a uoa 13 OoG r s Earv�ow rzronor sn Zoo PROP Di s2rimx. M FM 1518 SCHER'I "Z MULITFAMILY 'I "RACT ZONING '[ABLE CONDITION ZONING AREA (AC.) EXISTING PRE 14.687 PROPOSED PDD 14.687 I! NANGnEXHIBIT Eng(neers 1-la- I F.M. 1518 SCHERTZ MULITFAMILY Mr- Surveyors Moy Tarin Ramirez EngineersnLLC o /suarE'z�(zio - P27213xo. —11E 10257 PAGE 210 AND A 1ORT11 11 A DATE: scuE. iH EvENOOaRI �OIENP AS L auaLUC —17 PAGE AUGUST9,2022 1 ":100' 1518 Apartments Planned Development District Schertz, Texas 1518 Apartments Planned Development District Table of Contents II. Project /PDD Summary Page 3 b. The Project Page 3 A. Zoning Districts Page 5 C. Parking Page 5 E. Adjustments to the PDD Plan Page 7 Exhibit B. PDD Plan Page 2 of 9 Page 9 1518 Apartments Planned Development District As population in the Schertz area continues to grow, the demand for housing in the Schertz community continues to rise. It is critical to have alternative housing options to traditional single - family development for existing and future City residents. The 1518 Apartments will provide much needed housing in the Schertz community. The project location is further described in the attached Exhibit "A ". I. Planned Development District ( "PDD ") The City of Schertz ( "City ") has adopted zoning and site design requirements for specific zoning classifications and uses, as set forth in the Schertz Unified Development Code ( "UDC "). Recognizing that not all development may be able to adhere to the strict regulations and design standards set forth in a particular zoning classification, the City created the Planned Development District ( "PDD ") as an alternative approach to conventional land development. PDD zoning encourages and promotes creative and innovative project design that would otherwise not be possible under the regulations of typical Schertz zoning districts. In exchange for allowing flexibility under the PDD, the City is granted more control and certainty over what is actually constructed on a site. Through the PDD, permitted uses and design standards can be better defined. The PDD Plan (attached as Exhibit `B ") and this written document define the use and project design for the 1518 Apartments PDD. This document outlines the specific UDC articles and sections that are to be amended or modified pursuant to the City ordinance specific to this PDD. Development within the Property is subject to general development plan review and approval by the City, as required by the UDC. II. 1518 Apartments a. The Property The PDD project area includes approximately 14.69 acres (the "Property ") located on FM 1518 within the City of Schertz municipal boundaries. The Property is further described in the attached Exhibit "A ". b. The Project The Project will consist of approximately 300 units (20.4 units per acre), as further shown on the PDD Plan in Exhibit B ". The development includes eight (8), three (3) story buildings varying in the number of units, as well as amenities to serve the apartment community. There will be one (1), two (2), three (3), and four (4) bedroom units, creating housing opportunities for a wide variety of individuals at varying stages of life. Page 3 of 9 The natural landscape is an amenity to the Project. The site has been designed thoughtfully to preserve existing trees on the Property. The Project also includes outdoor open/recreational space for the tenants to enjoy, as well as a resort -style pool. The community will include a club house with a fitness center, business center, children's activity room, laundry facilities, and other common areas for the community to use. A multi -use path designed in accordance with City and TxDOT standards will be constructed on FM 1518, pending coordination and approval from TxDOT, and there will be significant landscaping throughout the Property. III. PDD Standards The Project will be developed in accordance with the standards set forth in this PDD and on the attached PPD Plan. If this document and the PDD Plan are silent, then UDC standards shall control. In the event of a conflict between the PDD and the UDC, the PDD and PDD Plan shall control. A. Zoning Districts (UDC Article 5) — Unless excepted from herein, the Project shall comply with the City's "R -4" Apartment/Multi- Family Residential District standards. The following Table shall replace Table 21.5.7.A as it applies to the Project: Page 4 of 9 Table One — Dimensional Requirements Code Classification Area Width; , Depth Front Side sf ft ft ft ft R -4 Apartment/Multi- 1,0,00 100 100 25 10 Family 0 The following standards are applicable to the PDD: A. The Project will be developed in one (1) phase. Parking Max Max. . Ht. Cover B. Project unit count is approximately 300 (20.4 units per acre), however this unit count may increase by up to 10% for a maximum of 22.4 units per acre. C. Minimum of 1.6 parking spaces per unit. D. Site Plan approval required. E. Swimming pools count toward the maximum impervious cover limitations, unless the swimming pool is equipped with a water overflow device appropriate for such pool, and only if it drains into any pervious surface, in which case the water surface shall be excluded. F. No variances may be permitted to exceed the maximum impervious cover limitations. G. The Project shall comply with the standards of UDC 21.14.3, except for: • The front building setback shall be a minimum of 25 feet • The Project does not include any head -on parking facing public right -of -way and therefore a land berm wail or vegetative hedge barrier is not required. The Project will provide a minimum 20- foot -wide landscape buffer adjacent to FM 1518, as well as the side and rear Property lines. Plantings within the buffer will comply with UDC Section 21.9.3 standards (1 tree per 20 feet). H. The PDD includes buildings fronting on FM 1518, and therefore no masonry screening wall is required. B. Design Standards (UDC Article 9) 1) Lot (Section 21.9.3) The lot size and dimensions will conform to the minimum requirements recognized in "Table One — Dimensional Requirements" of this PDD. 2) Fence (Section 21.9.8) The PDD will include a six -foot (6') metal fence around the perimeter of the entire Property. C. Parking (UDC Article 10) 1) Size of Parking Spaces (Section 21.10.3) Page 5 of 9 A. Each standard off-street surface parking space shall measure not less than ten (10) feet by eighteen (18) feet (10'xl8'), exclusive of access drives and aisles, and shall be of usable shape and condition. B. Wheel stops. Wheel stops shall be required where a parking space is adjacent to a sidewalk/pedestrian area. They are not required adjacent to landscaped areas. 2) Schedule of Off-Street Parking Requirements (Section 21.10.4) A. Off-street parking shall be provided in sufficient quantities to provide the following ratio of vehicle spaces for the uses specified in the districts designated: Table Two — Schedule of Off-Street Parking Requirements Use Type Parking Requirement Multi-Family 1.6 parking spaces per unit (minimum) D. Signs (UDC Article 11) 1) Monument Signs (Section 21.11.11) A. General. Unless otherwise specifically provided, the regulations set forth in this section shall be applicable to all monument signs that are allowed under this Article. B. Maximum Height. The maximum height of a monument sign shall be six feet (6'). C. Maximum Area. The maximum area of a monument sign shall not exceed fifty (50) square feet. D. Number of Signs. The maximum number of monument signs shall be limited to two (2) per lot per street frontage. E. Minimum Setback. The minimum setback of all monument signs shall be fifteen feet (15') from any property line. F. Material Requirements. All monument sign bases shall be constructed of masonry material consisting of brick, stone or split face concrete block. The monument sign structure must be constructed or covered with the same masonry material as the principal building or shall be constructed of brick, stone or split face concrete block. Sculpted aluminum sign panels will be allowed. All sign text and graphic elements shall be limited to a minimum of six inches (6") from the outer limits of the sign structure. G. Illumination. Monument signs shall only be illuminated utilizing internal lighting for sculpted aluminum panels or a ground lighting source where the light itself Page 6 of 9 and supporting sign structure are not visible from public right -of -way. H. Driveway Entrances. Freestanding non - residential street address signs at driveway entrances are limited to one (1) monument sign per driveway entrance not to exceed twelve (12) square feet in area, and three feet in height. 2) Subdivision Entry Signs (UDC Section 21.11.15) For clarity, this UDC Section 21.11.15 shall not apply to the Project. Signage for the Project will conform to the monument signage requirements in this PDD. E. Adjustments to Planned Development District (PDD) Plan (UDC Section 21.5.10) Per UDC Section 21.5.1.0, the City Manager or his/her designee may permit an applicant to make minor amendments to the PDD Plan without the necessity of amending the ordinance that established the PDD. As the Project design and engineering is refined, there it may be necessary to alter building orientation or shift buildings in location. The list of minor amendments included in Section 21.5. 10 is further defined to allow buildings to shift in location up to twenty feet (20'). Building sizes can increase or decrease up to fifteen percent (15 %) of what is shown on the PDD Plan, provided that the setbacks shown on the PDD Plan and the requirements of Table One — Dimensional Standards are satisfied. Page 7 of 9 Exhibit "X Property Location Engineers Surveyon Planners �M Field Notes for a Tract of Land , JU Containing 14.687 acres (639,766.78 sq are fe TBPELS Engineering F-5297/Surveying No, 10131500 12770 Cimarron Path, Suite 100 San Antonio, TX 78249 Ph, 210,698,5051 - 1 x. 210.698.5085 Pave I of 2 ADDRESS: 9120 E FM 1518 N SCHERTZ, TEXAS 78154 SCALE: ID •• • •• 120 LEGEND: AC AIR CONDITIONER PAD SO • BUILDING -.- SIGN CHAINUNK FENCE ® CLEAN0UT UTILITY POLE WITH GUY WIRE EDGE OF ASPHALT PAVEMENT WIRE FENCE 12° CMP FEB] ELECTRIC BOX 1.0'X0.05' EM • ELECTRIC METER FP FENCE POST 2" FH >2o FIRE HYDRANT G I ( 1 GATE WITH AN ORANGE PLASTIC CAP STAMPED "MTR ENG ", BEING THE NORTH CORNER OF A 3.245 ACRE TRACT IRON FENCE MB • MAIL BOX oHU OVERHEAD UTILITIES RCO ROCK COLUMN SO • SATELLITE DISH -.- SIGN UP 0 UTILITY POLE UP 0 9 UTILITY POLE WITH GUY WIRE X X WIRE FENCE 12° CMP WC WOOD COLUMN 0.4'X0.4' //- WOODEN FENCE ( ) PER RECORDED DEED u_ 3 SOUTH 30 DEGREES 26 MINUTES 11 SECONDS EAST, A DISTANCE OF 938.61 FEET TO A SET 1/2" IRON GRAVEL WITH AN ORANGE PLASTIC CAP STAMPED "MTR ENG ", BEING THE NORTH CORNER OF A 3.245 ACRE TRACT CONCRETE COVERED CONCRETE FIELD NOTES FOR A TRACT OF LAND CONTAINING 14.687 ACRES (639,766.78 SQUARE FEET) A 14.687 ACRE (639,766.78 SQUARE FEET) TRACT OF LAND IN THE CITY OF SCHERTZ, BEXAR COUNTY, TEXAS, SITUATED IN THE JULIAN DIAZ SURVEY NO. 66, ABSTRACT 187, COUNTY BLOCK NO. 5059, BEING A PORTION OF A 10.000 ACRE TRACT AS CONVEYED TO KAREN L DAHLE AND SPOUSE, MICHAEL H. DAHLE BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 10257, PAGE 210 AND A PORTION OF A 5.095 ACRE TRACT AS CONVEYED TO KAREN L DAHLE, A MARRIED PERSON, BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 10337, PAGE 840, 'BOTH OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS. SAID 14.687 ACRE (639,766.78 SQUARE FEET) TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A FOUND 1/2" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "PAPE DAWSON ", HAVING TEXAS STATE PLANE COORDINATES OF N:13,736,183.57, E:2,209,469.56, ON THE NORTHEASTERLY RIGHT OF WAY LINE OF EAST F.M. 1518 NORTH, AN 80 -FOOT WIDE RIGHT OF WAY, BEING THE WEST CORNER OF A 0.7227 OF AN ACRE TRACT AS CONVEYED TO JOE PAWUK, JR. AND WIFE, BEVERLY L PAWUK BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 7461, PAGE 94, OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, BEING A SOUTH CORNER OF THE HEREIN DESCRIBED TRACT; THENCE, WITH THE NORTHEASTERLY RIGHT OF WAY LINE OF SAID EAST F.M. 1518 NORTH, BEING A SOUTHWESTERLY BOUNDARY OF THE REMAINDER OF SAID 5.095 ACRE TRACT AND SAID 10.000 ACRE TRACT, NORTH 30 DEGREES 27 MINUTES 18 SECONDS WEST, A DISTANCE OF 872.37 FEET TO A FOUND 5/8" IRON ROD, BEING THE SOUTH CORNER OF LOT 1, AS SHOWN ON PLAT OF FEY SUBDIVISION AS RECORDED IN VOLUME 9539, PAGE 43, AS CONVEYED TO HECTOR PETERSON BY GENERAL WARRANTY GIFT DEED AS RECORDED IN DOCUMENT NUMBER 20170091718, BOTH OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, AND.BEING BOTH THE WEST CORNER OF SAID 10.000 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, LEAVING THE NORTHEASTERLY RIGHT OF WAY LINE OF SAID EAST F.M. 1518 NORTH, WITH THE SOUTHEASTERLY BOUNDARY OF SAID LOT 1, BEING THE NORTHWESTERLY BOUNDARY OF SAID 10.000 ACRE TRACT, NORTH 59 DEGREES 47 MINUTES 23 SECONDS EAST, A DISTANCE OF 670.55 FEET TO A FOUND 5/8" IRON ROD ON THE SOUTHWESTERLY BOUNDARY OF A 40.556 ACRE TRACT AS CONVEYED TO LLOYD R. FAIRLEY BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 8666, PAGE 492, OF THE _ OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, BEING THE EAST CORNER OF SAID LOT 1, BEING .. BOTH THE NORTH CORNER OF SAID 10.000 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; r a - 9 I� * FO': tP 09 THENCE, WITH THE SOUTHWESTERLY BOUNDARY OF SAID 40.556 ACRE TRACT, BEING THE NORTHEASTERLY o BOUNDARY OF SAID 10.00 ACRE TRACT, THE FOLLOWING TWO (2) COURSES: 00 _ •� ° 5950 Q-• I J�;a SOUTH 30 DEGREES 32 MINUTES 03 SECONDS EAST, A DISTANCE OF 69.89 FEET TO A SET 1/2" IRON WITH r AN ORANGE PLASTIC CAP STAMPED "MTR ENG", BEING AN ANGLE POINT IN THE HEREIN DESCRIBED TRACT; o u_ 3 SOUTH 30 DEGREES 26 MINUTES 11 SECONDS EAST, A DISTANCE OF 938.61 FEET TO A SET 1/2" IRON rj m WITH AN ORANGE PLASTIC CAP STAMPED "MTR ENG ", BEING THE NORTH CORNER OF A 3.245 ACRE TRACT Q - AS CONVEYED TO BRANDON MCGARRELL, A MARRIED MAN, BY GENERAL WARRANTY DEED AS RECORDED IN W DOCUMENT NUMBER 20180075657 OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS, BEING BOTH THE EAST CORNER OF SAID 10.000 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, LEAVING THE SOUTHWESTERLY BOUNDARY OF SAID 40.556 ACRE TRACT, WITH THE NORTHWESTERLY BOUNDARY OF SAID 3.245 ACRE TRACT, SOUTH 61 DEGREES 37 MINUTES 43 SECONDS WEST, PASSING THE MOST SOUTHERLY SOUTH CORNER OF SAID 10.000 ACRE TRACT, BEING THE EAST CORNER OF SAID 5.095 ACRE TRACT, AND CONTINUING SAID COURSE FOR A TOTAL DISTANCE OF 415.77 FEET TO A FOUND 5/8" IRON ROD, BEING THE EAST CORNER OF SAID 0.7227 ACRE TRACT, BEING BOTH THE MOST SOUTHERLY SOUTH CORNER OF SAID 5.095 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; THENCE, LEAVING THE NORTHWESTERLY BOUNDARY OF SAID 3.245 ACRE TRACT, WITH THE NORTHEASTERLY AND NORTHWESTERLY BOUNDARY OF SAID 0.7227 ACRE TRACT, BEING A SOUTHWESTERLY AND A SOUTHEASTERLY BOUNDARY OF SAID 5.095 ACRE TRACT, THE FOLLOWING TWO (2) COURSES: NORTH 31 DEGREES 14 MINUTES 27 SECONDS WEST, A DISTANCE OF 115.42 FEET TO A FOUND 3/8" IRON ROD, BEING THE NORTH CORNER OF SAID 0.7227 ACRE TRACT, BEING BOTH AN INTERIOR CORNER OF SAID 5.095 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT; SOUTH 61 DEGREES 27 MINUTES 38 SECONDS WEST, A DISTANCE OF 253.39 FEET TO THE POINT OF BEGINNING, CONTAINING 14.687 ACRES (639,766.78 SQUARE FEET) OF LAND. TITLE COMMITMENT THIS SURVEY WAS PREPARED IN CONJUNCTION WITH THE TITLE COMMITMENT PREPARED BY STEWART TITLE GUARANTY COMPANY FILE NO. 21000230034, EFFECTIVE DATE: APRIL 21, 2021, ISSUED APRIL 30, 2021 AND IS SUBJECT ONLY TO THE STATEMENT OF FACTS CONTAINED THEREIN AND REUSTED BELOW. RESTRICTIVE COVENANTS: ITEM 1, SCHEDULE B IS HEREBY DELETED. SCHEDULE °B° 10. THE FOLLOWING MATTERS AND ALL TERMS OF THE DOCUMENTS CREATING OR OFFERING EVIDENCE OF THE MATTERS (WE MUST INSERT MATTERS OR DELETE THIS EXCEPTION): a. RIGHT OF WAY EASEMENT GRANTED TO GRAYBURG PIPE LINE COMPANY BY INSTRUMENT RECORDED IN VOLUME 787, PAGE 606, OF THE DEED RECORDS, BEXAR COUNTY, TEXAS. (SURVEYOR'S NOTE: VAGUE DESCRIPTION, UNABLE TO PLOT.) b. EASEMENT GRANTED TO HUMBLE PIPE LINE COMPANY BY INSTRUMENT RECORDED IN VOLUME 4697, PAGE 14, OF THE DEED RECORDS, BEXAR COUNTY, TEXAS. (SURVEYOR'S NOTE: DOES NOT APPLY TO SUBJECT PROPERTY.) C. AN OIL, GAS AND MINERAL LEASE DATED MARCH 17, 1964, EXECUTED BY GILBERT FEY AND WIFE, VERNELL FEY, LESSOR, IN FAVOR OF EDGAR A. ROGERS, JR., LESSEE, RECORDED IN VOLUME 5147, PAGE 261, OF THE DEED RECORDS, BEXAR COUNTY, TEXAS. (SURVEYOR'S NOTE: NOT A SURVEY ITEM.) d. ALL LEASES, GRANTS, EXCEPTIONS OR RESERVATIONS OF COAL, LIGNITE, OIL, GAS AND OTHER MINERALS, TOGETHER WITH ALL RIGHTS, PRIVILEGES, AND IMMUNITIES RELATING THERETO, APPEARING IN THE PUBLIC RECORDS WHETHER LISTED IN SCHEDULE B OR NOT. THERE MAY BE LEASES, GRANTS, EXCEPTIONS OR RESERVATIONS OF MINERAL INTEREST THAT ARE NOT LISTED. (SURVEYOR'S NOTE: NOT A SURVEY ITEM.) GENERAL NOTES: 1) BASIS OF BEARINGS AND COORDINATES CITED WERE ESTABLISHED FROM THE STATE PLANE COORDINATE SYSTEM, NORTH AMERICAN DATUM OF 1983, TEXAS SOUTH CENTRAL ZONE. 2) ONLY THOSE COPIES WHICH BEAR AN ORIGINAL INK IMPRESSION SEAL AND AN ORIGINAL SIGNATURE OF THE SURVEYOR WILL BE CONSIDERED A "VAUD° COPY. MOY TARIN RAMIREZ ENGINEERS, LLC., WILL NOT BE RESPONSIBLE FOR THE CONTENT OF ANYTHING OTHER THAN A VAUD COPY OF THIS SURVEY. 3) BASED ON NATIONAL FLOOD HAZARD LAYER WEBSITE (LAST ACCESSED 2021- 12 -15), THE SUBJECT PROPERTY HEREON IS SHOWN TO BE LOCATED IN FLOOD ZONE 'X DESIGNATED AS AREAS DETERMINED TO BE OUTSIDE THE 0.27. ANNUAL CHANCE FLOODPLAIN AS SHOWN ON COMMUNITY PANEL NUMBER 48029CO315F, HAVING AN EFFECTIVE DATE OF SEPTEMBER 29, 2010. THIS FLOOD STATEMENT DOES NOT IMPLY THAT THE PROPERTY AND /OR THE STRUCTURES THEREON WILL BE FREE FROM FLOODING OR FLOOD DAMAGE. THIS FLOOD STATEMENT SHALL NOT CREATE LIABILITY ON THE PART OF THE SURVEYOR. 4) ALL BOUNDARY CORNERS ARE A SET 1/2- IRON RODS WITH AN ORANGE PLASTIC CAP STAMPED °MTR ENG" UNLESS OTHERWISE NOTED. 5) EXCEPT AS SHOWN HEREON, THERE IS NO EVIDENCE OF APPARENT EASEMENTS, INTRUSIONS, OR PROTRUSIONS OF IMPROVEMENTS ON ADJOINING PROPERTY. 6) NO MARKED PARKING SPACES ON SUBJECT PROPERTY. SURVEYORS CERTIFICATE TO: KAREN L DAHLE AND MICHAEL H. DAHLE, NRP PROPERTIES LLC, AN OHIO LIMITED LIABILITY COMPANY, AND OR ASSIGNS AND STEWART TITLE GUARANTY COMPANY. O F THIS IS TO CERTIFY THAT THIS MAP OR PLAT AND THE SURVEY ON WHICH IT IS BASED WERE MADE IN �� eJOINTLY ACCORDANCE WITH THE 2021 MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA /NSPS LAND TITLE SURVEYS, Q �•S T f•, a A, G R ESTABLISHED AND ADOPTED BY ALTA AND NSPS, AND INCLUDES ITEMS, 1, 2, 3, 4, 8, 11, (VISIBLE EVIDENCE ONLY) AND 14 OF TABLE A THEREOF. - 9 I� * FO': tP THE FIELD WORK WAS COMPLETED ON DECEMBER 06, 2021. :'� ,,, ,,,, DATE OF MAP: DECEMBER 16, 2021 STEPHANIE L. JAMES •� ° 5950 Q-• I J�;a 9jL cf S S \ Q? �0� STEP IE L JAMES, R.PS. O S U P J� REGISTERED PROFESSIONA.LL URVEYOR NO. 5950 MOY TARIN RAMIREZ ENGINEERS, LLC. 12770 CIMARRON PATH, SUITE 100 SAN ANTONIO, TEXAS 78249 sjames®mtreng i n eers.com SHEET ALTAINSP -3 LAND VILE SMG°�MCV � ■ ■� R��SS � Engineers N0. DATE DESCRIPTION BY • Surveyors 0 2/20/21 ISSUED FOR REVIEW VB A 14.687 ACRE (639,766.78 SQUARE FEET) TRACT OF LAND IN THE CITY OF SCHERTZ, BEXAR COUNTY, TEXAS, • Planners SITUATED IN THE JULIAN DIAZ SURVEY NO. 66, ABSTRACT 187, .COUNTY BLOCK NO. 5059, BEING A PORTION OF A 10.000 ACRE TRACT AS CONVEYED TO KAREN L. DAHLE AND SPOUSE, MICHAEL H. DAHLE BY WARRANTY DEED WITH Moy Tarin Ramirez Engineers, LLC VENDORS LIEN AS RECORDED IN VOLUME 10257, PAGE 210 AND A PORTION OF A 5.095 ACRE TRACT AS CONVEYED TBPELS ENGINEERING F- 5297 /SURVEYING NO. 10131500 TO KAREN L. DAHLE, A MARRIED PERSON, BY WARRANTY DEED WITH VENDOR'S LIEN AS RECORDED IN VOLUME 12770 CIMARRON PATH, SUITE 100 TEL: (210) 698 -5051 10337, PAGE 840, BOTH OF THE OFFICIAL PUBLIC RECORDS OF BEXAR COUNTY, TEXAS. SAN ANTONIO, TEXAS 78249 FAX: (210) 698 -5085 PROD. # DGN. BY.• DWN. BY CHKD. BY DATE.• 21213 VB SLJ 1 12116121 V: \21213 Dahle Tract \drawings \21213 Dahle (14.687 ac) Alta.dwg 2022/05/02 1:57pm didrogo Exhibit B-. PDD Plan PARKING CALCULATIONS NUMBER OF APARTMENT UNITS TOTAL = 300 NUMBER OF PARKING SPACES TOTAL = 516 NUMBER OF HANDICAP SPACES = 26 S3(732'03 "E 69.89' PROPERTr LrNE w/s NUMBER of A ACCESSIBLE = s 0® WROUGHT IRON FENCE NUMBER OF STANDARD HANDICAP PARKING SPACES = 21 8 ET. MASONRY WALL RATIO OF NUMBER OF UNITS TO PARKING SPACES 1.72 _.�3L26'118.1� 20' LANDSCAPE BUFFER i DUM EEPSTER WITH MIN SCRNING 12X12 X6') MASONRY FENCE AND 4- — - y SOLID METAL GATES ' PROPER 0000 +�� I ' WROUGHT IRON FENCEI 1 �.6:...... BUILDING ?8 PROPOSED j BUILDING k6 I o1 RETEN PION POND N t e] ♦ o G PRIVATE SANITARY SEWER LIFT STATION ci 1' Mull '11119 111 � a^ m �w E o09 I 8 FT. MASONRY WALL SOLID MrTAI GATES DUMPSTER WITH MIN SCREENING ENCE 'XB MASONRY FENCE AND ABA 'v r� BUILDING ,41 AU w oAg DUMPSTER WITH MIN SCREENNC 12'X 12 1LI a MASONRY FENCE AND SOLID METAL GATES i u3 < m oo'a9 s O o MAINTENANCE BUILDING z EMERGENCY ACCES�J <. DUMPSTER WITH MIN SCREENING 12'X12 X8 ,f i� 9 Ear MASONRY PENCE AND N SOLID METAL GATES m o 20' LANDSCAPE BUFFER z Beq o z W CLUB HOUSE m PROPERTY LINE W/E FT z� w waoucHT IRON FENCE PROr'tRTT-Li- Y LNE z 31'14'27W 115.42' a ( Irl�l r * z p °f0B ` 61'27'38"W 240.38' N �\ Du M?STER WI a e SCREENING d N -- MASONRY FE 2O CO' , 8 FL MASONRY SOLID METAL ' 16.00' BUILDING rf3 BUILDING V2 ' PROPERTY LINE / Ilv tni s Al wROUCHT REGISTER CE ao UNn +o._t+ T.____.....___.� 25' BUILDING SETBACK LINE ..... ..... ... .. .... v. 25' BUILDING SETBACK LINE — 20 LANDSCAPE BUFFER N302T18"N� 20.37' 20' LANDSCAPE BUFFER S60'27'18 "E 26.00' 27'1 8"E 229.9 -.Uss' PROPERTY N W/6 FT WROUGHT IRON FENCE uuu .n•.., """ PROPERTY LINE W/6 FT _._ -... ..._ - ... WROUGHT IRON FENCE . _. .. . >. ALTA ARCHITECTS 723 SOUTH FLORES STREET SAN ANTONIO, TEXAS 210.349.1163 Moy Tann Ramirez 1 "eers 11c the NRP ck ro ,! r) z N W a X F LLJ � H CL Q V c Uj V- AUGUGT311 3083 omAnRey 4umber CSP -1 z J W N J Q F CL W U Z O V 0 IN A 0 9330 E FM 1518 N (310232) Nk 9240 E FM 1518 N (310231) 12310 LOWER SEGUIN RD (310006) 7(31 518N 380) _ _ E FM 1518 N (110322 h 8890 E FM 1518 N 0108 & 1061511) I 8880 E FM 1518 N (310040) \\ I/ From: karen"Dahle, Sent: Wednesday, September 7, 2022 6:14 PM To: Megan Harrison Subject: PLPDD20220056 I =7 'L ., 11,121, a I , GO 12MG3= Thank you. Schertz, Texas 78154 DEVELOPMENT # a. L' Si Sincerely, 1 gar. 1 11INIM Fm Reply Form in favor of V oMsed to 0 neutral to 0 the request for PLPDD20220056 STREET ADDRESS: Az- 1400 Schertz Parkway Schertz, Texas 78154 210.619.1000 � = M r September i DEVELOPMENT r r :. r r r r r r ! r ' r r r a �• r r r �; r i' S 4' r r - r r •r � r• t- rr rrr r rrrt -r r return may the -r! y form below prior r the public r date by I or pemonal delivery to 1400 Sc hertz Pafkway, Building #11, or eaW mhardson@_schertz.c—om. If you have any questions, please feel free to call Megan Hardson, Planner directly 619-1781. WZ=1-=#'M 1,1711514 PIANNING & COMNIUM-11" PLPOD20220056 — A request to rezone approximately 15 acres of land from Pre-Development District (PRE) to Planned Development Dist0cl (PDD), generally located approximately 2,200 feet southeast of the intersection of Lower Sequin Road and FM 1518, also known as Bexar County Property Identification Number 309997 and 309999, City of Schertz. Bexar County, Texas. tj Rim I am Ln—la—Vq- 0 gW_sed to --, qe_ut_ralto 0 the request for PLP0020220066 COMMENTS: I am opposed to this land grab for multi-unit housina. Extra traffic and loWer housing values. NAME., Joshua Patterson SIGNATURE, (PLEASE PRINT) DATE- 9/14/2022 - ! N�=� I I I I I k I Th CA � 11 xv 31 IK#j Vol I DION PLPDD20220056 — A request to rezone approximately 15 acres of land from Pre-Development District (PRE) 4 Planned Development District (PDD), generally located approximately 2,200 feet southeast • the intersection 0 Lower Seguin Road and FM 1518, also known as Bexar County Property Identcation Number 309997 and 309991. i. City of Schertz, Bexar County, Texas. =1 #1 RLTRFIL 't fW public hearing. This form is used to calculate the percentage of landowners that support and oppose the request. You may return the reply form below prior to the first public hearing date by mail or personal delivery to 1400 Schertz Parkway, Building #1, or email Mharris_onfebschort4,,coM. If you have any questions, please feel free to call Megan .Harrison, Planner directly at (210) 619-1781 Sincerely, Megan Harrison Planner -------------------------------------------------------------------------------------------------------------------------------------------- Reply For I am: in favor of 11 o sed to neutral to 0 the request for PLPDD20220056 Ble��a Burnett (PLEASE PRINT) STREET ADDRESS: 8,748 &',ackstone 14, SEPT 2022 DATE: SIGNATUREe/ If ' hertz, Texas 78154 210,619.1000 COMMUN"'Y SERVICE OPPORTUNITY 97=�� M STREET ADDRESS DATE. COMMUNITY Sc 1111' t"o zj OPPORTUNTY NOTICE OF PUBLIC HEARING September 2, 2022 Dear Propefty Owner. PLANNING& (IMMUMIN PF%*FL 0FA1F%T Sincerely. Megan Haimson Planner Reply FoTm I am MjAW&I 13 Qoxx)__W� 4t 9-01 Ma U2 0 COMMENTS: ... NAME. f 'OF Tk&� _SIGNATURE, (PLEASE PRINT) STREET ADDRES& -0 Ab b TCCk DATE: SIT [4,1111�11144#1JOI 11 usl2wi-M, L =-. � =7 =3 all A 9 11 1 AA T 4, M3 MW E".1, U, Sinwrely, r4- --- M'111 M be living in the planned development. I am strongly opposed to i ths, 10 , W.4 210 C-1 to Ito &Jcvin��c-y- 31 Fol 2"141 MCI NAME: Al 11� ",,.._-_-SIGNATURE (PLEASE PRINT) STREET ADDRESS: gqj i� g -T?c DATE. ff �W -1 7�1- vlllili . ; �� TIM, DEVELOPMENT gzmfmi' Md # # # # • I R . I i 1#&1A4L:1#i#1f1 11 . i - 4 _ ft, is- PLPDD20220056 — A request to rezone approximately 15 acres of land from Pre-Development District (PRE) tj Planned Development District (PDD), generally located approximately 2,200 feet southeast of the intersection •l Lower Seguin Road and FM 1518, also known as B• xar County Property Identcation Number 309997 and 30999r. , City of Schertz, Bexar County, Texas. 1 ic nearing. i nis Y07771 is TWO tv Vdivirldle We 1' .l 01 1ar1v&_M,4-.XY-�,1ppun dna opposf may return the reply form below prior to the first public hearing date by mail or personal delivery to 1400 Schertz Parkway, Building #1, or email Mhq If you have any questions, please feel free to call Megan Harrison, Planner directly at (210) 619-1781. STREETADDRESS: j21 15Rarkmnt1ScbartzIX791.54 1071.1 V I 1400 Schertz Parkway J� Schertz, Texas 78154 210.619A000 1 !F 1 it Y = � TwElfai 197771' -,# ; 9 ' DEVELOPMENT 1400 SdWU PWkW2Y -0 Somm Tom 7 54 IN 210-619-10DO r r SeptembeT r Yr' WENT may return the reply form below prior to the fffst public hearing date by mail of Personel delivery to 1400 SChertz Parkway, Building #11, ore=il MhaEjign@schertz.com. If you have any questions, Meese feel free to call Megan Harrison, w E+ l Megan Harrison Planner Reply form r W 3 o "' e r !r r i flif i:' ,. r • _ September .f i ' rs f t DEVELOPMENT r s r r r r ► a 'u r r r• 's r r r t' r t -t fil I [fill 61-:3141,112f I ?r s t a r s e r i1 ♦ r+ r r r r e< . ;MT-17-R71-57r, - r I F7= r r e e 1`r ■I ii the request r 1400 Sdwft Paftjay SChorM TOM 78154 21MOMOW schormcom \� {�\� /� � \�� \ � � � ^ 71 «» # PLANNING & COMMUNITY DEVELOPMENT WW public hearing, This fbirn is used o« %a ft percentage of landowners that..,�Ippod and oppose the request. You may return the «£© form below prior 4»><w public hearing date by mail or perwnal delivery to 1400 Scherlz Parkway, Building #1, or email If you have any que*6,please feel tree to call Wgan Harrison, Planner directly at 29:61 t< 1 im= I am: in favor of 0 2Wosed to neutral to. 0 ±..w.. , ? P — t - 1 STREET ADDRESS: DATE--A#9��— 14M Sch" PWk"y 4 Sduft Tam n, [ME= tj 11,11 "I �AWI�Ojltujufjzj F �' I EMOMEMUM MEMO= Law"Ob'Ll"OffWAPA'afm WWWA"p DEVELOPMENT The Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. This form is used to calculate the percentage of landowners that support and oppose the request You may return the reply form below prior to the first public hearing date by mail or personal delivery to 1400 Schertz Parkway, Building #1, or email rnhalll hertz,com. If you have any questions, please feel free to call Megan Harrison, Planner directly at (210) 619-1781 DATE: O? —'Q'R — — 7 1400 Schertz Parkway Schertz, Texas 78154 210.619A000 .�. ^° DEVELOMEW 1400 Schartz Parkway Schertz, Texas 78154 A 210.619.1000 schertz.com Id 11,111 i 111111 1111 • r �' • r r N % i; owned I have and operated ' property at 12290 Lower 'r a over i years as a high-quality r producing property borders r- of properties • !' r of r is change. I responded to this survey in January of this year with a favorable vote of this rezoning, I have since changed my position to not be in favor of this zoning change. I do not believe that transitioning a small portion of the area into Planned Development District is appropriate for the surrounding properties. Development almost always relates to an increase in activity and usage that impacts other neighboring properties with noise, runoff, garbage, . r privacy. Plats i • into consideration how the project include property uses unless the city already has policy in place that requires the developer to solutions, It has been my experience and observation that the city of Schertz does not look out for the indigenous property owners, especially with respect to runoff and drainage, property setbacks, and barriers for noise and garbage. These are all major concerns for me t my crop. Garbage blowing in from properties will contaminate •• and even a small piece o plastic or balloon • from ie / Drainage retention design is not good enotigh for areas with flat topography and requires a thorough design from source to waterway extending through all affected properties. Drainage in this area of the city is a development constraint identifi ed by the Schertz Sector Plan of 2013. (See Attached) % of the hay grown on my property is consumed by horses and it is a fact that horses exposed to trace amounts of Atrazine have miscarriages. I would like to see that Schertz require audits of sewer and runoff effluents in accordance with TCEQ standards. I do not support this zoning change primarily on the basis that Schertz is not prepared to transition these properties into a Planned Development District and conserve the agricultural and property rights of the surrounding residents. More Planning is needed. amrz,�� ME= m Harrison From: Emily Lawson, Sent: Wednesday, September 14, 2022 4:41 PM To: Megan Harrison Subject: 1518 apartments Hello, I am a resident of The Crossvine neighborhood and wanted my voice to be heard in regards to the proposed apartments being discussed in tonight's meeting. Thank you, z T-Iffiffoniff Miu-M rdson From: April Johnson - . Sent: Wednesday, September 1, 2022 4:33 PM To: Megan Harrison Subject: 9/14 Council Meeting M3 I am writing in regards to the proposal of low income apartments being built across from The Crossivz and the meeting tonight. Unfortunately I am unable to attend to voice my concerns but as a resident I wanted to make it clear that I am opposed to this and I do if the council takes into consideration that many other residents in our community are also opposed. Thank you, April Johnson 12041 Garden Shoot Schertz, TX 78154 Harrison From: Clirissa Sent: Wednesday, September 1, 2022 4:35 PM To: Megan Harrison Subject: Planning Request PL 2022005 1 • • • 1 1 a tlw-almlus ff rece-fre 97Uf J[,[JJJ-MJ; IlKe to say tnat lam opposed to the proposed apartments being built on 1518. 1 literally would be able to see them out my back window and I feel there is another location that should be considered for this plan. My address is 8920 Vine Leaf. Thank you for your time and have a good evening. From: claniel garner _ -,v Sent: Monday, September 1, 2022 8:33 AM To: Megan Harrison Subject: Re: Lower seguin Please keep this email as confirmation that I have received your email. Could you please provide your address for the record? From: claniel garner - Sent: Saturday, September 10, 2022 4:19 PM Subject: Lower seguin LMan Harrison From: Jennifer Cooper Sent: Wednesday, September 14, 2022 2:13 PM To: Megan Harrison Subject: Crossvine Resident- 1518 Housing Project #I# I told of Our first concern is the crime that we all know what comes with low income housing and this alone is a huge concern of our safety. The safety • my family and neighbors. "11 . I I . I to our community. . �18 etc. IIIII! IN IN III! • I 1 11111101111 1 11111 • From: Todd Welch Sent: Wednesday, September 14, 2022 12:26 PM To: Megan Harrison Subject: PLPDD20220056 opposed Sincerely, # Me an Harrison mma From: Josh Sent: Friday, September 9, 2022 4A1 PM To: Megan Harrison Subject: Opposing PL 2022005 Emma =1 111 0 sup 0 -1809- i UFUNT-Til - . RNTWns 0 - Tr T=6-,M=RmnT,=67XUrtUrM7—?-roperty iclentitication Number 309997 and 309999, City • Schertz, Bexar County, Texas. 11 Ili :1 RU 61�1 �#- -TTrIen Tne properq-Tras rezone I NRP Group to construct an apartment complex across the street from our community. I do not believe that a 300 unit to my property value, increased traffic congestion, light pollution, and additional noise from increased traffic and goings on at the apartment complex. I hope this isnt passed for the sake of value of our home before moving and for the folks that consider Crossvine their forever home. U=, I M, ian Harrison I'll, I From: THOMAS ECKHOFF Sent: Tuesday, September 13, 2022 9:21 AM To: Megan Harrison Subject: PLPDD20220056 w3uz� -1yohol-te-, NO%"\Cl C" 'JOSHUA From: r. t Sent Thursday, September 8, 2022 9:39 PM To: Megan Harrison Subject: PLPDD20220056 PEW vt—�W�j et NRP Group to construct an apartment complex across the street from our community. I do not believe that a 300 unit ar)art'I-Ife7tIWffDleV i7a* ANOW "WWWW" to our cogrituTjtX. WX XU-MIVPTVPtI"If' Ir4w- on at the apartment complex. LTIWC ff, is being added up 1518 toward 10, therefore I believe the infrastructure will struggle to support the intended growth. The lighting for safety reasons around the apartment complex will also diminish the tranquility or our neighborhood. The path and street lights in the Crossvine are very sparse and it adds to the country feel and calm of our neighborhood. if the complex is built I would hope they would have dark sky limitations as well. ! I ! 1 1! 1 1!! IN 1!! 1 1 1 1 1 1! 1 1! 1 Ci = 3=r i - #. 0 =1 IV From: Johnny Cortez ' Sent: Friday, September 9, 2022 10:23 AM To: Megan Harrison Subject: PLPDD20220056 a=-- MY 11 I "g, Iin WIN" My name d I am a resident of the cross one community. I wanted to reach out to you this morning to si i n to rezoning ProneELx identification Number 309997 and 309999., Q! of Schenz r -B-eya rpv, Texas. Please let me know if I Anything else is needed for my vote to be taken into consideration. Thanks ♦ I a a * 9 1 !!=tar,.is.o From: Johnny Cortez ' Sent: Friday, September 9, 2022 10:23 AM To: Megan Harrison Subject: PLPDD20220056 a=-- MY 11 I "g, Iin WIN" My name d I am a resident of the cross one community. I wanted to reach out to you this morning to si i n to rezoning ProneELx identification Number 309997 and 309999., Q! of Schenz r -B-eya rpv, Texas. Please let me know if I Anything else is needed for my vote to be taken into consideration. Thanks ♦ I a a * 9 1 I From: Christi - Sent: Wednesday, September 1, 2022 5:50 PM To: Megan Harrison Subject: PPD on 1518 Rmu• �•- -- 0 _A • ,an Harrison From: Carla Hall Sent: Wednesday, September 14, 2022 5:06 PM To: Megan Harrison Subject: Proposed apartments in Crossvine neighborhood 2... -= My name is Carla Hall and I live in the Crossvine/Sedona community. I just recently heard about the proposed 100s more families. Especially at the light • Lower Seguin and 1518. This intersection already has massive back-ups due to no designated turn lanes, semi-tricks that get wedged into the ditch trying to get to 1-10 and massive pot holes that constantly need to be filled in. Just recently, on a school day, it took my family and 15 light rotations to get through the intersection. Even if every apartment had only 1 vehicle, that is 100s of additional vehicles going through the intersection on a daily basis, at peak times. This concern is valid for the patio homes that are already planned and going under contract in the same area. Please consider this before voting to approve. If after 1538 can get widened, and Lower Seguin fixed with proper lanes to accommodate semi-trucks, then it might • an appropriate place and time for additional housing. W.MF=l V14"Wr — Get Outlook for Android Harrison 1 05 iii I From: Amy Watson • - I Sent: Wednesday, September 1, 2022 5:07 PM To: Megan Harrison Subject: 9/14 Public Hearing - Resident Form M # "Al W!%"! WIFNA11111mil A 8740 Stackstone [Ran Harrison From: The Vicians Sent: Wednesday, September 1, 2022 4:59 PM To: planning@schertz.com; Megan Harrison Subject: PL 2022005 comment -- opposed fill under the flight path from Randolph. 8926 Green Grant Schertz, TX 78154 Agenda No. 8. CITY COUNCIL MEMORANDUM City Council November 1, 2022 Meeting: Department: Information Technology Subject: Resolution 22 -R -129- Consideration and/or action approving an amendment to the contract for upgrades to the Council Chambers with Bluum USA, Inc. (B. James, M. Clauser) During FY 2021 -2022 Council approved a contract with Bluum, USA Inc. (at that time Bluum, USA Inc. was called Trox) to upgrade the audiovisual system in the Council Chambers. In the interim while waiting for supply chain issues to be resolved, staff has determined that the City could dramatically improve the efficient use of Building 1 (City Hall) by relocating the regular Municipal Court sessions to the Council. Chambers, provided certain changes in security and system programming changes were in place. This move would allow the City to re- allocate the space currently used by Court for use by other departments facing space shortages. Municipal Court Staff will still office out of Building 1. Court and IT staff members reviewed these additional requirements with the AV and access control contractors. They have submitted proposals totaling $23,433.00 to cover the proposed changes to the approved plan. GOAL Provide for more efficient use of City space and provide additional office space in a cost effective manner. COMMUNITY BENEFIT More efficient use of City resources. Provide additional office space at a relatively low cost. Approval of the resolution authorizing an amendment to the contract with Bluum USA, Inc. for additional upgrades to Council. Chambers in order to hold Municipal Court in that location. FISCAL IMPACT $24,433.00 that is being funded from the Court Technology Fund the budget adjustment is scheduled for consideration on this same agenda with the second reading on December 6, 2022. In order to move ahead with the contract now, staff will use contingency funds and replace them with the Court Technology funds if the budget item is approved on December 6, 2022. RECOMMENDATION Approval of Resolution 22 -R -129. Attachments Res22 R 129 CC Audio Exhibit A RESOLUTION NO. 22 -R -129 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMEMDMENT TO THE CONTRACT WITH BLUUM USA, INC OF SAN ANTONIO, TEXAS, TO INCREASE THE MAXIMUM AMOUNT BY $23,433.00, FOR ADDITONAL WORK RELATED TO THE SCHERTZ COUNCIL CHAMBERS AV UPGRADE TO SUPPORT THE ACTIVITIES OF THE CITY'S MUNICIPAL COURT, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City Council approved Resolution 22 -R -22 authorizing a contract in the amount of $451,686.00 with Bluum USA, Inc. of San Antonio, Texas, relating to the engineering and deployment of the Schertz Council Chambers Audio Visual Systems Upgrade; and WHEREAS in order to provide more efficient use of city facilities staff determined that moving certain activities related to the city's municipal court to the council chambers facilities would provide additional space for use by various departments with minimal investments; and WHEREAS, the City Council has determined that it is in the best interest of the City to amend the agreement with Bluum, USA, Inc of San Antonio, Texas to increase the maximum amount by not more than $23.433. THAT: Section 1. The City Council hereby authorizes the City Manager to amend the contract with Bluum, USA, Inc of San Antonio, Texas, as proposed in Exhibit "A" to add the amount of $23,433.00. 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 1st day of November, 2022. CITY OF SCHERTZ, TEXAS Mayor, :Ralph Gutierrez ATTEST: Acting City Secretary, Sheila Edmonson (CITY SEAL) 50506221.1 - 2 - EXHIBIT "A" 50506221.1 - 3 - Bluum USA, Inc. *bluum,. 4675 E. Cotton Center Blvd. Suite 155 Phoenix, AZ 85040 Quote Nlumber: QUO-55202-111253 Created On: 9/28/2022 Andrew Luther Email: andrew,luther@bluum,com 17361 Bell North Drive, Suite 105 Schertz, TX, 78154, United States I LTU LTULC200 $2,625.00 1 $2,625.00 MEDIA PROCESSOR LUMENS 2 RDL RDLDDBRN31 $635.00 1 $635.00 WALLMNT 4X4 MIC/LINE DANTE POE PRG BLK RDL 3 RDL RDL P2 $14,00 2 $28.00 DOUBLE COVER PLATE - BLACK RDL 4 RDIL RDL DDBBN2M $565.00 1 $565.00 WALL M/L DANTE 2X2 2XLR 1/0 TBLK BLK RDL 5 CEI CEITS1070BS $1,850.00 1 $1,850.00 10, 1 IN TABLETOP TOUCH SCREEN BLK SMOOTH CRESTRON 6 BIT INOUCAM $579.00 1 $579,00 USB 3.0 Camera to HDMI Converter INOGENI 7 MID MIDPD915R $120,00 1 $120,00 RACKMOUNT PWR-90UTLET-15A- BASIC SURGE MIDDLE ATLANTIC 8 MID MIDRFRERRK16 $67,00 1 $67,00 RFR EMC REAR RAIL 16SP MIDDLE ATLANTIC 9 MID MIDD2LK $215.00 1 $215,00 2SP ANOD DRAWER W/LOCK MIDDLE ATLANTIC 10 MID MIDUQFP4RA $355,00 1 $355.00 ULTRA-QUIET FAN PNL 4FAN MIDDLE ATLANTIC 11 SUM SUMINSTALL $4,455.00 1 $4,455.00 ADD ADDITIONAL FUNCTIONALITY FOR COURT USAGE - AV SUMMIT SYSTEMS Core AV I Computing Solutions I STEM I Esports I Collaborative Learning I Campus Safety I Asset Management Bluum USA, Inca Core AV I Computing Solutions j STEM j Exports I Collaborative Learning I Campus Safety j Asset Management