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05-03-2016 Agenda with backupCity Council Agenda REGULAR SESSION CITY COUNCIL May 3,2016,6:00 P.M. HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS 1400 SCHERTZ PARKWAY BUILDING #4 SCHERTZ, TEXAS 78154 COMMUNITY. SERVICE.OPPORTUNITY Call to Order — City Council Regular Session Opening Prayer and Pledges of Allegiance to the Flags of the United States and State of Texas. (Mayor Pro -Tem Edwards) City Events and Announcements Announcements of upcoming City Events (B. James /D. Wait/S. Gonzalez) Announcements and recognitions by City Manager Q. Kessel) Proclamations: • National Preservation Month (Mayor/D. Weirtz) • Motorcycle Safety Awareness month (Mayor /R. Meinhardt) Presentations: • Presentation regarding the Historical Preservation Committee events and the unveiling of the Sebastian Schertz Portrait. (B. James /D. Weirtz) New Employee Recognition Planning and Community Development — Planner 1 Channary Gould & Planner 1 Emily Grobe Billing Office — Utility Billing Clerk LaShawn Dickens EMS Paramedic Cody Callen, Paramedic Bryan Salge, Part Time Paramedic Michael Rice & Alexander Thrasher 05 -03 -2016 Council Agenda • Fleet — Mechanic 1, Augustus Jamerson • Animal Services — Part Time Kennel Tech, Tabatha Paynter 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. 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. 1. Minutes — Consideration and/or action regarding the approval of the minutes of the Regular Meeting of April 26, 2016. (J. Kessel/B. Dennis) 2. Ordinance No. 16 -C -09 — Consideration and/or action approving an Ordinance amending the Schertz Code of Ordinance Chapter 18, Buildings and Building Regulations, Article 1, In General, Section 18 Inspections. Final Reading (B. James /L. Wood/G. Durant) Discussion and Action Items 3. Resolution No. 16 -R -33 - Consideration and /or action approving a Resolution authorizing the program and expenditures of the City of Schertz Economic Development Corporation as provided for in the Construction Agreement with KMAC Construction Services, Inc. for the demolition and revegetation of 1300 Schertz Parkway. (J. Kessel/K. Kinateder) 4. Resolution No. 1.6 -R -34 - Consideration and/or action approving a Resolution authorizing Amendment No. 1 to the Development Agreement among the City of Schertz, Texas, The City of Schertz Economic Development Corporation, and GE Oil & Gas Inc. (J. Kessel /K. Kinateder) 5. Ordinance No. 16 -A -10 — Conduct a Public Hearing and consideration and /or action approving an Ordinance by the City Council of the City of Schertz, Texas, providing for the pH extension of the boundary lines of the City of Schertz, Texas by the annexation of approximately 4.138 acres of land located in the William Bracken Survey No. 74, Abstract 05 -03 -2016 City Council Agenda Page - 2 - No. 43, Bexar County No. 5056, and the W. S. Bennett Survey No. 75, Abstract No. 61, Bexar County No. 5057, located all in Bexar County approximately 3,000 feet east of the intersection of FM 1518 and Ray Corbett Drive. First Reading (B. James /L. Wood/B. Cox) 6. Ordinance No. 16 -S -11 — Conduct a Public Hearing and consideration and/or action approving an Ordinance by the City Council of the City of Schertz, Texas regarding a PH request to zone approximately 4.138 acres of land to Public Use District (PUB). The property is more specifically described as a portion of the William Bracken Survey No. 74, Abstract No. 43, Bexar County No. 5056, and the W.S. Bennett Survey No. 75, Abstract No. 61, Bexar County No. 5057, located all in Bexar County; located approximately 3,000 feet east of the intersection of FM 1518 and Ray Corbett Drive. First Reading (B. James /L. Wood /B. Cox) 7. Ordinance No. 16 -S -12 — Conduct a Public Hearing and consideration and/or action approving an Ordinance by the City Council of the City of Schertz, Texas on a request to I'H rezone approximately 2.76 acres of land in the Verde Enterprise Business Park Planned Unit Development (PUD) Ordinance 07 -S -14A to Planned Development District (PDD). The property is specifically Lot 1, Block 9 of the Verde Enterprise Business Park Unit 2 and is located at 17145 IH -35N in the City of Schertz, Guadalupe County, Texas. First Reading (B. James /L. Wood /B. Cox) Roll Call Vote Confirmation Requests and Announcements 8. Announcements by City Manager • Citizen Kudos • Recognition of City employee actions • New Departmental initiatives 9. Future Agenda Item Request for City Council: This is an opportunity for City Council members to request that items be placed on a future agenda. No discussion of the merits of the item may be taken at this time. Should a Council Member oppose placement of the requested item on a future agenda, the Mayor, without allowing discussion, shall ask for the consensus of the other City Council members to place or not place the item on a future agenda. 10. 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 05 -03 -2016 City Council Agenda Page - 3 - 11. Information available in City Council Packets - NO DISCUSSION TO OCCUR Schertz Economic Development Corporation • 2015 Tax Year reimbursement per City's Development Agreement with Amazon.com.kydc. Adiournment CERTIFICATION I, BRENDA DENNIS, 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 29th DAY OF APRIL, 2016 AT 1:30 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. -F,reo,oa i�5evuvk,i5 Brenda Dennis, City Secretary 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 2016. Title: This facility is accessible in accordance with the Americans with Disabilities Act. Handicapped parking spaces are available. 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 executive 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. Executive Sessions Authorized: This agenda has been reviewed and approved by the City's legal counsel and the presence of any subject in any Executive 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. 05 -03 -2016 City Council Agenda Page - 4 - ;K�]il�[il1 i[K�lu iu 1 iit 11 ili/_�►1 t7 it /_\ f.Y�)► /e�.Y.y [i►1u 1 i1►1111►`� Mayor Carpenter Councilmember Fowler — Place 1 Audit Committee Interview Committee for Boards and Commissions Interview Committee for Boards and Commissions Schertz Housing Board Liaison Investment Advisory Committee Randolph Joint Land Use Study (JLUS) Executive TIRZ II Board Committee Schertz Seguin Local Government Corporation Councilmember Azzoz — Place 2 Councilmember John — Place 3 Animal Control Advisory Committee Lone Star Rail District Sweetheart Advisory Committee Mayor Pro -Tem Edwards — Place 4 Councilmember Thompson Place 5 Audit Committee Audit Committee Hal Baldwin Scholarship Committee Investment Advisory Committee Interview Committee for Boards and Commissions Cibolo Valley Local Government Corporation 05 -03 -2016 City Council Agenda Page - 5 - Agenda No. 1 Lei' 1 City Council Meeting: May 3, 2016 Department: Subject: BACKGROUND City Secretary Minutes The City Council held a Regular Meeting on April 26, 2016. FISCAL IMPACT None RECOMMENDATION Staff recommends Council approve the minutes of the Regular Meeting of April 26, 2016. ATTACHMENTS Minutes Regular Meeting of April 26, 2016. . MINUTES REGULAR MEETING April 26, 2016 A Regular Meeting was held by the Schertz City Council of the City of Schertz, Texas, on April 26, 2016, at 6:00 p.m., in the Hal Baldwin Municipal Complex Council Chambers, 1400 Schertz Parkway, Building #4, Schertz, Texas. The following members present to -wit: Mayor Michael Carpenter Mayor Pro -Tem Councilmember Jim Fowler Councilmember Councilmember Daryl John Councilmember Staff Present: Executive Executive Director Dudley Wait City Attor City Secretary Brenda Dennis Assistant' l Call to Order — City Council Regular Session Mayor Carpenter called the meeting to order at 6:00 p.m. (Mayor Carpenter) Mayor Carpenter provided the opening United States and the State of Texas. Edwards James Gonzalez T allegiance to the flags of the Carpenter recognized Executive Director Brian James who provided the following cements. • Thursday, April, 28, Wounded Warriors Luncheon, hosted by Yellow Cab /Greater San Antonio Transportation, 9600 IH 35 North, 11:30 a.m. • Friday; April 29, Sam. Willoughby's Retirement Lunch and Social, Schertz Civic Center, 12:00 — 2:00 p.m. • Friday, April 29, 7th Annual Knock Out Child Abuse Bowl- a -Thon, Fiesta Lanes, 10202 Huisache Ave, New Braunfels, 5:30 p.m. SAVE THE DATE: • Thursday, May 5, Schertz Sweetheart Coronation, Civic Center, 5:45 p.m. • Thursday, May 12, Northeast Partnership Luncheon, Olympia Hills Golf Club, 11:30 a.m. • Sunday, May 1.5, Schertz EMS Golf Tournament, Olympia Hills Golf Club, 04 -26 -2016 Minutes Page -1- Registration begins at 7:30 a.m. • Tuesday, May 17, The Chamber Luncheon, Schertz Civic Center, 11:30 a.m. • Tuesday, May 17, Council On The Go, Norma J. Paschal Elementary Cafeteria, 590 Savannah Drive; the meeting starts at 6:30 p.m. • Sunday, May 22, Annual EMS Banquet and Casino Night, Schertz Civic Center, 5:30 -9:00 p.m. • Monday, May 23, Grumpy's Mexican Cafe Operation Comfort Fundraiser, 18817 FM 2252, 11:00 a.m. — 2:00 p.m., BBQ Barbecue Chicken & Brisket lunch plate $10.00, 100% of proceeds go to Operation Comfort. • Announcements and recognitions by City Manager (J. Mayor Carpenter recognized City Manager John Kessel who stated he wanted to recognize Police Officer Rudy Pena. Mr. Kessel stated that they received a letter from the State of Minnesota Department of Corrections /Special Investigations expressing their appreciation to Officer Pena for his essential role in the apprehension of a Minnesota fugitive. Mr. Kessel passed the letter around to Councilmembers. Presentations: • Check presenta�tidri "to CTRL regarding proceeds from the 2016 Wilenchik Walk/Run. (J. Kessel /L. Klepper /M. Spence) Mayor Carpenter recognized Events Manager Mary Spence who provided a brief Power Point presentation stating that the Wilenchik Walk is in honor and memory of Former Councilmember Tony Wilenchik. Ms. Spence gave special thanks to our volunteers including: City staff, Boy Scout Troop 51, students at the School of the Americas, Schertz Sweethearts, residents John and Alayna DuBois, Joy Graham from the YMCA, and Citizens on Patrol. Special thanks was also given to our major sponsor, HEB. 04 -26 -2016 Minutes Page - 2 - Ms. Spence stated that tonight we have a check in the amount of $10,480.08 to present to the Cancer Therapy & :Research Center (CTRL). Ms. Spence introduced Ms. Vicki Shapiro, with the Sarcoma Group who accepted the check on CTRC's behalf. Ms. Spence stated that donations this year were up 15% from last year. Ms. Spence stated that total donations to date were $160,761.89. Ms. Shapiro thanked the City for hosting the event and for the donations they have provided over the years. • Presentation awards regarding the 2016 Wilenchik Walk/Run. Q. Kessel /L. Klepper /M. Spence. Mayor Carpenter recognized Events Manager Mary Spence best t -shirt design, most funds raised and the winners of t; following awards were presented: 1St Place Team Best T -Shirt Design Team Tatum 1St: Most Funds raised by a Team Team'America 2" d: Most Funds raised by a Team Team Tatum -, 1St Place Men (Run) 2nd Place Men (Run) 3rd Place Men (Run) 1St Place Women (Run) 2nd Place Woman (Run) 3rd Place Women (Run) Mayor Carpenter stated money and it was all dot Mayor Carpenter stated th; evening that Councilmemb 7. Keith F Henry I Donna' Munoz ,new (C I that tonight awards for will be presented. The Bank & Trust; $503.00 135.00 work on,putting this event on and $160,761.89 is a lot of the volunteers. He thanked everyone. like to move the agenda around for a special presentation this Auld like to provide and moved to agenda item 7. ouncilmembers • City and community events attended and to be attended • City Council Committee and Liaison Assignments (see assignments below) • Continuing tinuing education events attended and to be attended • Recognition of actions by City employees • Recognition of actions by community volunteers Mayor Carpenter recognized Councilmember Fowler who came forward providing an update and thanks to all those who participated in the Aviation Heights clean -up this past weekend. Councilmember Fowler read the following: We had an awesome event Saturday and Sunday (Photos were showing as he was providing this information). 04 -26 -2016 Minutes Page - 3 - With many people volunteering, the project exceeded our expectations, but the success of this project did not lie in the hands of a few, but on the hands of the many volunteers. These volunteers came from homeowners, from businesses such as Subaru Auto, The Chamber of Commerce, the City of Schertz employees, Bexar Waste, members of the United Methodist Church Faith and Action Group, the United Methodist Confirmation Class and the Love Where you Live group, which is made up of five churches: United Methodist Church, First Baptist Church Schertz, Cibolo Valley Baptist Church, Northeast Bible, and many other smaller church groups that wanted to share in this event. The guiding principle of all the faith groups is basically showing the love of Christ through loving our neighbors as ourselves, and doing what is the'rigt thing to do. Lives were changed. Neighbors transformed old landmarks, which ere replaced with new landmarks. Some thought no one cared for them while others thought they had wain the lottery and others were truly deeply thankful by the work that was done. One example ,,,Mr. Fowler showed an old dirty T -shirt that was given to him because that was all that the resident could give and he insisted that he take it. I will never forget the deep impact we had on ihis, combat veteran with a prosthetic leg. I don't know how many roll -off containers of trash and old furniture was collected or how many tree limbs were run through; the chipper, or how ninny yards were cleaned up or just how many curb trash pickups were made. There was an impact on people's lives that could not afford to dispose of or repair these�thiug ; hat we' did this last weekend. It took a request hertz who invited Love Where You Live, of her, volunteering and combining Love Where event, which began planning and coordinating The end results were nine major projects completed and many trash and limbs chipped, One last thing, a special thanks 40 Environmental Health. Manager Jessie Hamilton from the Marshal Services office who did a lot of leg work overseeing the needs of this past weekend. Without him it would not have ran as smoothly. Mr. Fowler left us with these thoughts; remember, sometimes there will be a neighbor with the need, maybe your neighbor, and someday 6 might even: be that neighbor. Someone askedhim how he felt about the effects of seeing these projects completed. He said he felt pride but at the same time he felt like thanking the lord saying "you guys did well". He thought of the bible verse "Well done you good and faithful servant ". You have done what I wanted you to do and that is to show my love to your neighbors." Councilmember Fowler stated that the dirty T -shirt that was given to him has a combat vet emblem on it, and again, that man said that was all he could give. Councilmember Fowler showed the T -shirt to the group. Many other people were just as impacted for all the work that was done. 04 -26 -2016 Minutes Page - 4 - Mayor Carpenter stated that Mr. Fowler inspired us all, him and all his volunteers. Mayor Carpenter, Councilmembers and the audience gave a standing ovation to Councilmember Fowler on the success of this event and a job well done. Mayor Carpenter recognized Mayor Pro -Tem Edwards who congratulated Councilmember Fowler for the successful cleanup event stating that the spirit that is embodied in this community is absolutely contagious and it is also attributed to the leadership as well. Mayor Pro -Tem Edwards also stated that on Friday, April 22, 2106 the Lions Club hosted their Casino Night and raised over $17,000. They raise the money to give back to the community in providing scholarships for summer camps and the Schertz- Cibolo Educational Foundation. Mayor Carpenter recognized Councilmember , Fowler for his leadership and the success of Councilmember Azzoz also mentioned the upc< on Monday, May 23, 2016. Councilmember, A are used for our disabled veterans. Mayor Carpenter recognized Councilmember John and thanked Councilmember Fowler. Mayor Carpenter recognized Councilmei complimented Councilmember Fowler ai who participated. He stated that he wouJ Councilmember Thompson also thanked of the FM 1518 Or'bi ect. Mayor Carpenter participated in the Mayor Carpenter stated 1 City Manager John Kes Carpenter recessed the re them in the:hack as we cc Mayor Hearing of Residents Mayor Carpenter reco gratitude also commended Councilmember to Heights project this weekend. aiser for Operation Comfort event �d information as rc how the funds the sentiments from Council i who ulso echoed the sentiments and of the community and city employees �s as`an annual event on our calendar. mittee for their efforts in the success Flower and all those that he hack cane more announcement. Mayor Carpenter stated that today is SOth Birthday,, all those in attendance sang happy birthday. Mayor Lrmeeting at 6:36 p.m., for a break and asked those in attendance to join -ate Mr. Kessel's birthday with a cake. the meeting at 6:56 p.m. the following who spoke: • Ms. Maggie Titterington, The Chamber President who came forward providing photos of the recent Aviation Heights Clean -up project this past weekend. Ms. Titterington also provided information on upcoming events. Ms. Titterington expressed her comments on the recent information regarding the funding of FM 1518 project from TxDOT and receiving the grant from MPO. 04 -26 -2016 Minutes Page - 5 - • Ms. Gail Douglas, 11536 Ware Seguin Road, Chair of the Library Foundation who came forward providing information on an upcoming Schertz Library Foundation fundraiser. She stated that the Library will be hosting a mini golf course in the Library. They will be closing the Library for two days on June 10 -11, 2016. All proceeds will go to E- books; she stated that she still has three sponsorship holes available. They are also taking silent auction items and will be hosting a silent auction event. Workshop • Discussion of Special Called Council Retreats, (Item requested Councilmember Thompson) Mayor Carpenter recognized Councilmember Thompson who stated that the workshops are foundational to all the work we end up doing with the Council. The ability, to interact with staff, with some of the personality testing and leadership styles that we do 'to make us a team for success is important. that they do that all Council be retreats on Fridays and had good ursdaythinking that would help. I we had the lowest turnout of suggested that the workshops be the Council and he would like to Mayor Carpenter recognizd Mayor Pro -Tem Edwards who stated that Thursdays are normally his end of the month and end of week and that Fridays work better for him and he can manage his day and is iri agreement to move them back to Friday. He stated that we also need an extra flay for staff as they al*ay - -rmeet prior to them meeting. He would like to get inn ut from the either Councilmembers as well. Carpenter recognized Councilmember John who stated that he is good with Fridays. Mayor, carpenter recognized Councilmember Fowler who stated that we moved the workshops to Thursdays to accommodate Councilmember Azzoz as he was tied up on Fridays and asked 'hiin if there was any way he could rearrange his schedule to be available on Fridays. Councilmember Azzoz stated that he will do his best and we all can't promise things and he doesn't know what may happen in his life from day to day but he is ok with whatever changes the Council wants to meke; going back to Friday is fine. Mayor Carpenter stated that this item is on for discussion and that as he hears no decent we will move them back to Fridays. Mayor Carpenter recognized City Manager John Kessel who stated what he would recommend, and we have already booked our retreat for November with the facilitator, if we do want to do these on a Friday, then he needs to change that reservation this week. What he has heard is a consensus to move them back to Fridays. If we want to move them to Fridays 04 -26 -2016 Minutes Page - 6 - he needs to know tonight. This is not an action item and he would come back at the next meeting with an amended calendar, but if he is misunderstanding that, then he would ask for more discussion to make sure that he fully understands and knows what to tell our consultant. Mayor Carpenter recognized Councilmember Thompson who stated that would it be beneficial if we were to raise it in such a way that our preference is to move back to Fridays if the facilitator is available, and if not to make those active starting next year. Mr. Kessel stated that he is fine with that if Council wishes us to go back to Fridays then he will visit with them. Mayor Carpenter recognized Councilmember Fowler who reminded Council that we are going to have at least four (4) new Councilmembers later this year.and this is a good way to start them off. He stated that it is a good idea to move the retreat meetings to Fridays. Mayor Carpenter stated that it sounds like a consensus if nothing =else and Mr. Kessel can move forward with this information. Mr. Kessel stated that for the record we would move the team building retreat to December 2nd which is a Friday and we would have them on Fridays thereafter. Mayor Carpenter stated it sounds correct. Mayor Carpenter stated that if there are any concerns to please get with Mr. Kessel individually. Consent Agenda Items The CE NO. 16 -D -06 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS PROVIDING THAT THE CODE OF ORDINANCES OF THE CITY OF SCHERTZ, TEXAS; tE AMENDED BY REVISING SECTION 86 -41, STOP INTERSECTIONS - DESIGNATED; AND PROVIDING AN EFFECTIVE DATE. 3. Boards, Commissions and Committee Member Resignations and Appointments — Consideration and/or action ratifying the resignation of Mr. Howson Lau of the Library Advisory Board and the Committee of Committees effective May 3, 2016, and ratifying the appointment of Alternate 1 Ms. Shonale Burke as Regular member and ratifying the appointment of Alternate 2 Rebecca Seheffler to Alternate 1. Mayor Carpenter recognized Councilmember Thompson who moved, seconded by Councilmember Fowler to approve the consent agenda items 1 -3. The vote was unanimous with Mayor Pro -Tem Edwards, Councilmembers Fowler, Azzoz, John and Thompson voting for and no one voting no. Motion passed. 04 -26 -2016 Minutes Page - 7 - Discussion and Action Items 4. Ordinance No. 16 -C -09 — Conduct a Public Hearing and consideration and/or action approving an Ordinance amending the Schertz Code of Ordinance Chapter 18, Buildings and PH Building Regulations, Article 1, In General, Section 18 Inspections. First Reading (B. James /L. Wood /G. Durant) The following was read into record: ORDINANCE NO. 16 -C -09 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING THE CODE OF ORDINANCES OF THE QTY OF SCHERTZ CHAPTER 18, BUILDINGS AND BUILDIIN `�, REGULATIONS, ARTICLE H INTERNATIONAL BUILDING CODE, SECTION 18 -41 AMENDMENTS AND ARTICLE HI INTERNATIONAL RESIDENTIAL CODE FOR ONE AND TWO FAMILY DWELLINGS, SECTION 18 -61 AMENDMENTS. Mayor Carpenter recognized Executive Director Brian:James who stated staff has determined a need to revise the current buildig,codes with regard to inspections. The current building code requires an engineer to seal somc#spects of plans foundations, wind bracing, structural elements, etc. The proposed amendment to the building code, = allows the engineer of record who sealed those plans to inspect that aspect o the ,building, Jn- lieu -of staff. The engineer must provide advance notice and certify that if was constructed per the approved plans which they sealed. The building inspections department can require additional documentation to ensure the project-was constructed per the':approved plans and code. Mr. James stated that they would comeback to council at a later date to let them know how this is going as well as how the fences and shed are doinp,. as no one else spoke, Mayor Carpenter closed tic lV yor Carpenter recognized Mayor Pro -Tem Edwards who stated that he would like to make a comment that this actually prevents a lot of overlapping and this is a smart move and it is more efficient. Mayor Carpenter recognized Councilmember Azzoz who asked Mr. James for clarification . that the proposed amendment to the building code would allow the engineer of record who sealed those plans to inspect that aspect of the building in lieu of staff. Mr. James concurred that whichever' . part of the plans the engineer seals they have the ability to do that. Councilmember Azzoz also stated that this is a good change and very friendly for our city. Mayor Carpenter recognized Councilmember Azzoz who moved, seconded by Mayor Pro- Tern Edwards to approve Ordinance No. 16 -C -09, first reading. The vote was unanimous with Mayor Pro -Tem Edwards, Councilmembers Fowler, Azzoz, John and Thompson voting for and no one voting no. Motion passed. Roll Call Vote Confirmation 04 -26 -2016 Minutes Page - 8 - Mayor Carpenter recognized City Secretary Brenda Dennis who provided the roll call votes for agenda items 1 -4. Requests and Announcements 5. Announcements by City Manager • Citizen Kudos • Recognition of City employee actions • New Departmental initiatives No further announcements were provided. es stated that there: i a correction on the date of the mini -golf course event at the It is actually the 10t` and l l th of June. (Correction was made above under the Hearing 8. Information available ih City Council Packets - NO DISCUSSION TO OCCUR • Information regarding Inter- connectivity between Pollo Tropical, Wendy's, Whataber and Valero) ( Information requested by Mayor Pro -Tem Edwards) Mayor Carpenter, for the record, made note of the above item stating that this was information to Council in their packets and it is also available for those to view on our website. Executive Session Mayor Carpenter recessed the regular meeting into executive session at 7:17 p.m. 04 -26 -2016 Minutes Page - 9 - 9. City Council will meet in closed session under section 551.071 of the Texas Government Code, Consultation with Attorney, regarding three Texas Tax Code Section 312 Tax Abatement Agreements between the City of Schertz and the following companies: • CST Diamond, L.P. • Corridor Hotel II, Ltd • Verde Tri- County Ltd Reconvene into Regular Session Mayor Carpenter reconvened into regular session at 7:53 p.m. 9a. Take any necessary action based on discussions number 9. Mayor Carpenter recognized Councilmember, Councilmember John to allow staff to close out C Ltd. The vote was unanimous with Mayor Pro-T( Azzoz, John and Thompson voting for and no one Roll Call Vote Confirmation Mayor Carpenter recognized City Secretary agenda item 9a. Adjournment Mayor Carpenter ATTEST: Brenda Dennis, City 04 -26 -2016 Minutes Page -10 - session under Agenda Item ,ho moved, :;seconded by 1, L.P. and Verde Tri - County Is, Councilmembers Fowler, Motion passed. the roll call votes for Michael Carpenter, Mayor Agenda No. 2 City Council Meeting: May 3, 2016 Department: Development Services Subject: Ordinance No. 16 -C -09 — Consideration and /or action approving an Ordinance amending the Schertz Code of Ordinances Chapter 18, Buildings and Building Regulations, Article 1, Inspections by Engineer of Record. Final Reading (B. James) Goal Staff has determined a need to revise the current building codes with regard to inspections. The current building code requires an engineer to seal some aspects of plans — foundations, wind bracing, structural elements, etc. The proposed amendment to the building code allows the engineer of record who sealed those plans to inspect that aspect of the building in- lieu -of staff. The engineer must provide advance notice and certify that it was constructed per the approved plans which they sealed. The building inspections department can require additional documentation to ensure the project was constructed per the approved plans and code. City Council approved this on first reading at their meeting of April 26, 2016. . Community Benefit Improve the efficiency of the City's permitting and inspection process. Summary of Recommended Action Staff recommends approval of the proposed change to allow the engineer of record to conduct the inspection on element of the building for which they provided sealed plans. RECOMMENDATION Approval of Ordinance 16 -C -09. ATTACHMENT Ordinance No. 16 -C -09 ORDINANCE NO. 16 -C -09 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING THE CODE OF ORDINANCES OF THE CITY OF SCHERTZ CHAPTER 18, BUILDINGS AND BUILDING REGULATIONS, ARTICLE II INTERNATIONAL BUILDING CODE, SECTION 18 -41 AMENDMENTS AND ARTICLE III INTERNATIONAL RESIDENTIAL CODE FOR ONE AND TWO FAMILY DWELLINGS, SECTION 18 -61 AMENDMENTS. WHEREAS, the Texas Local Governmental Code empowers the cities to enact building codes and regulations and provide for their administration, enforcement, and amendment; and WHEREAS, the regulation of building and building construction by the City of Schertz (the "City ") is necessary to protect the public health and welfare; and WHEREAS, the City Council of the City desires to protect the safety and welfare of the citizens of the City through regulation of construction activities in the City; and WHEREAS, the City has recently updated the building codes by adopting the international codes and local amendments; and WHEREAS, City Staff has continued to evaluate the need for local amendments related to inspections requirements; and WHEREAS, the City Council has determined that local amendments with regard to inspections, as set forth herein, is in the best interests of the City. NOW, THEREFORE, ORDAINED BY THE CITY COUNCIL OF OF SCHERTZ, TEXAS: Section 1 Amendments. Chapter 18, "Buildings and Building Regulations ", Article II, "International Building Code ", Section 18 -41, is hereby amended to add: Al 10.7 Inspection by Engineer of Record. The Engineer of Record may conduct required inspections in- lieu -of the building official unless precluded by State Law. Prior to issuance of a permit, the Engineer of Record must notify in writing the building official which inspections he will be conducted. The building official may require such documentation as he deems necessary, including assigned sealed letter by the Engineer of Record indicating the construction was per the approved plans and all applicable code requirements. The building official may require any additional documentation as he deems necessary and may also require notice at least 24 hours prior to the inspections. Chapter 18, "Buildings and Building Regulations ", Article III, "International Residential Code for One and Two Family Dwellings ", Section 18 -61, is hereby amended to add: R109.5 Inspection by Engineer of Record. The Engineer of Record may conduct required inspections in- lieu -of the building official unless precluded by State Law. Prior to issuance of a permit, the Engineer of Record must notify in writing the building of which inspections he will be conducted. The building official may require such documentation as he deems necessary, including assigned sealed letter by the Engineer of Record indicating the construction was per the approved plans and all applicable code requirements. The building official may require any additional documentation as he deems necessary and may also require notice at least 24 hours prior to the inspections. 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. That all rights and privileges of the City are expressly saved as to any and all violations of the provision of any ordinances repealed by this ordinance which have accrued at the time of the effective date of this Ordinances; and, as to such accrued violation and all pending litigation, both civil and criminal, whether pending in court or not, under such Ordinances, same shall not be affected by this Ordinance but may be prosecuted until final disposition by the courts. 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 8. This Ordinance shall be effective upon the date of final adoption hereof and any publication required by law. PASSED ON FIRST READING, the 3rd day of May, 2016. PASSED, APPROVED and ADOPTED ON SECOND READING, the 10th day of May, 2016. CITY OF SCHERTZ, TEXAS 2 Mayor, Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (CITY SEAL) I► /1 D1►/ [o7 7_1011111►/ City Council Meeting: Department: Subject: Agenda No. 3 May 3, 2016 Economic Development Resolution No. 16 -R -33 - Construction Agreement with KMAC Construction Services, Inc. for 1300 Schertz Parkway Goal: To hire a contractor for the demolition and revegetation of 1300 Schertz Parkway. History: The City of Schertz Economic Development Corporation ( "SEDC "), through Resolution No. 15 -R -52, purchased the property located at 1300 Schertz Parkway. The property is located adjacent to the City Municipal Complex where SEDC staff currently offices. The property has been deemed not suitable for office space and will need to be redeveloped. At the November 19, 2015 SEDC Board Meeting, Ford Engineering was selected to create engineering plans for the demolition and revegetation of the property. Construction Agreement: Using the engineering plans, SEDC Staff developed a scope of work for the Construction Agreement and sought multiple bids from area contractors. Staff recommends KMAC Construction Services, Inc. ( "KMAC ") be selected for the Construction Agreement. KMAC was the lowest bidder and has experience in the City of Schertz with similar projects. As part of the Construction Agreement KMAC will oversee the proper asbestos abatement and removal, demolition and repair of an existing fence, and the revegetation of the site. In addition to the Construction Agreement staff recommends that the SEDC Board hire a third party asbestos removal monitoring fine to ensure that required procedures are followed. FISCAL IMPACT The Construction Agreement with KMAC is for $29,957.00. Staff recommends that approximately 20% contingency be added for the recommended asbestos removal monitoring and potential change orders that might arise. The total of $36,000 will be funded by transferring funds from the SEDC Land Purchase line item as approved in the FY 2015 -16 budget. SEDC BOARD OF DIRECTORS RECOMMENDATION The SEDC Board of Directors met on April 281h at their regular board meeting to consider, discuss and act on the City of Schertz Economic Development Corporation Construction Agreement with KMAC Construction Services, Inc. A motion was made by Roy Richard Seconded by Paul Macaluso to: Approve the construction agreement and recommend authorization of expenditures of $36,000. The motion passed unanimously. STAFF RECOMMENDATION Staff recommends that the SEDC Board authorize the Construction Agreement with KMAC and recommend approval by the City Council to authorize $36,000. ATTACHMENT(S) Resolution No. 16 -R -33 City of Schertz Economic Development Corporation ( "SEDC ") Construction Agreement RESOLUTION NO. 16 -R -33 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING EXPENDITURES TO FUND A CONSTRUCTION AGREEMENT BETWEEN THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION ( "SEDC "), AND KMAC CONSTRUCTION SERVICES, INC., AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, by Resolution 15 -R -52 the SEDC purchased the improved property located at 1300 Schertz Parkway; and WHEREAS, on April 28, 2016 at the regular monthly meeting the SEDC approved the City of Schertz Economic Development Corporation Construction Agreement (the "Construction Agreement ") with KMAC Construction Services, Inc. as set forth in Exhibit A, subject to the City Council's authorization of expenditures; and WHEREAS, the SEDC has recommended that the City Council approve the expenditures for in the Construction Agreement; and WHEREAS, Section 501.073 of the Act requires that the corporation's authorizing unit will approve all programs and expenditures of a corporation; and NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. The City Council hereby authorizes the expenditures provided for in the Construction Agreement with KMAC Construction Services, Inc. as set forth on Exhibit A. 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. 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 3. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 4. 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 5. 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 6. 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 , 2016. CITY OF SCHERTZ, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) lWoll CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION ("SEDC ") Construction Agreement CORPORATION ( "SEDC") THE STATE OF TEXAS § GUADALUPE COUNTY § This Construction. Agreement ( "Agreement ") is made and entered by and between the City of Schertz Economic Development Corporation, (the "SEDC ") a Texas non - profit industrial development corporation, and KMAC Construction Services, Inc. ( "Contractor "). Section 1. Duration This Agreement shall become effective upon the date of the final signature affixed hereto and shall remain in effect until satisfactory completion of the Scope of Work unless terminated as provided for in this Agreement. Section 2. Scope of Work (A) Contractor shall perform the Work as more particularly described in the Scope of Work attached hereto as Exhibit "A ". The work as described in the Scope of Work constitutes the "Project ". (B) The Quality of Work provided under this Agreement shall be of the level of quality performed by Contractors regularly rendering this type of service. (C) The Contractor shall perform its Work for the Project in compliance with all statutory, regulatory and contractual requirements now or hereafter in effect as may be applicable to the rights and obligations set forth in the Agreement. (D) The Contractor may rely upon the accuracy of reports and surveys provided to it by the SEDC except when defects should have been apparent to a reasonably competent Contractor or when it has actual notice of any defects in the reports and surveys. Section 3. Compensation (A) The Contractor shall be paid in the manner set forth in Exhibit "A" and as provided herein. (B) Billing Period. The Contractor may submit an invoice for payment upon completion of the described tasks. Payment is due within thirty (30) days of the SEDC's receipt of the Contractor's invoice. (C) Reimbursable Expenses. Any and all reimbursable expenses related to the Project shall be included in the Scope of Work (Exhibit A) and accounted for in the total contract amount. 1300 Schertz Parkway Demolition CA- 1 Section 4. Time of Completion The prompt completion of the Work under the Scope of Work is critical to the SEDC. Unnecessary delays in providing Work under a Scope of Work shall be grounds for dismissal of the Contractor and termination of this Agreement without any or further liability to the SEDC other than a prorated payment for necessary, timely, and conforming work done by Contractor prior to the time of termination. The Project shall be completed for inspection and acceptance by the SEDC within 60 calendar days from issuance of the Notice to Proceed. Section 5. Insurance Before commencing work under this Agreement, Contractor shall obtain and maintain the liability insurance provided for in the attached Exhibit B throughout the term of the Project plus an additional two years. In addition to the insurance provided for in Exhibit B, Contractor shall maintain the following limits and types of insurance: Workers Compensation. Insurance: Contractor shall carry and maintain during the term of this Agreement, workers compensation and employers liability insurance meeting the requirements of the State of Texas on all the Contractor's employees carrying out the work involved in this contract. General Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, general liability insurance on a per occurrence basis with limits of liability not less than $1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property Damage, coverage shall be no less than $1,000,000. As a minimum, coverage for Premises, Operations, Products and Completed Operations shall be $2,000,000. This coverage shall protect the public or any person from injury or property damages sustained by reason of the Contractor or its employees carrying out the work involved in this Agreement. The general aggregate shall be no less than $2,000,000. Automobile Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, automobile liability insurance with either a combined limit of at least $1,000,000 per occurrence for bodily injury and property damage or split limits of at least $1,000,000 for bodily injury per person per occurrence and $1,000,000 for property damage per occurrence. Coverage shall include all owned, hired, and non -owned motor vehicles used in the performance of this contract by the Contractor or its employees. Subcontractor: In the case of any work sublet, the Contractor shall require subcontractor and independent contractors working under the direction of either the Contractor or a subcontractor to carry and maintain the same workers compensation and liability insurance required of the Contractor. Qualifying Insurance: The insurance required by this Agreement shall be written by non - assessable insurance company licensed to do business in the State of Texas and currently rated "B +" or better by the A.M. Best Companies. All policies shall be written on a "per occurrence basis" and not a "claims made" form. 1300 Schertz Parkway Demolition CA-2 Evidence of such insurance shall be attached as Exhibit "C ". Section 6. Miscellaneous Provisions (A) Subletting. The Contractor shall not sublet or transfer any portion of the work under this Agreement or any Scope of Work issued pursuant to this Agreement unless specifically approved in writing by the SEDC, which approval shall not be unreasonably withheld. Subcontractors shall comply with all provisions of this Agreement and the applicable Scope of Work. The approval or acquiescence of the SEDC in the subletting of any work shall not relieve the Contractor of any responsibility for work done by such subcontractor. (B) Compliance with Laws. The Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative, or regulatory bodies in any matter affecting the performance of this Agreement, including, without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish the SEDC with satisfactory proof of compliance. (C) Independent Contractor. Contractor acknowledges that Contractor is an independent contractor of the SEDC and is not an employee, agent, official or representative of the SEDC. Contractor shall not represent, either expressly or through implication, that Contractor is an employee, agent, official or representative of the SEDC. Income taxes, self - employment taxes, social security taxes and the like are the sole responsibility of the Contractor. (D) Non - Collusion. Contractor represents and warrants that Contractor has not given, made, promised or paid, nor offered to give, make, promise or pay any gift, bonus, commission, money or other consideration to any person as an inducement to or in order to obtain the work to be provided to the SEDC under this Agreement. Contractor further agrees that Contractor shall not accept any gift, bonus, commission, money, or other consideration from any person (other than from the SEDC pursuant to this Agreement) for any of the Work performed by Contractor under or related to this Agreement. If any such gift, bonus, commission, money, or other consideration is received by or offered to Contractor, Contractor shall immediately report that fact to the SEDC and, at the sole option of the SEDC, the SEDC may elect to accept the consideration for itself or to take the value of such consideration as a credit against the compensation otherwise due to Contractor under or pursuant to this Agreement. (E) Force Majeure. If the performance of any covenant or obligation to be performed hereunder by any party is delayed as a result of circumstances which are beyond the reasonable control of such party (which circumstances may include, without limitation, pending litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions [such as, by way of illustration and not of limitation, severe rain storms or below freezing temperatures, or tornados] labor action, strikes or similar acts, moratoriums or regulations or actions by governmental authorities), the time for such performance shall be extended by the amount of time of such delay, but no longer than the amount of time reasonably occasioned by the delay. The party claiming delay of performance as a result of any of the foregoing force majeure events shall deliver written notice of the commencement of any such delay resulting from such force majeure event not later than seven (7) days after 1300 Schertz Parkway Demolition CA - 3 the claiming party becomes aware of the same, and if the claiming party fails to so notify the other party of the occurrence of a force majeure event causing such delay and the other party shall not otherwise be aware of such force majeure event, the claiming party shall not be entitled to avail itself of the provisions for the extension of performance contained in this subsection. (F) In the case of any conflicts between the terms of this Agreement and wording contained within the Scope of Work, this Agreement shall govern. The Scope of Work is intended to detail the technical Scope of Work, fee schedule, and contract time only and shall not dictate Agreement terms. Section 7. Termination (A) This Agreement may be terminated: (1) By the mutual agreement and consent of both Contractor and SEDC; (2) By either party, upon the failure of the other party to fulfill its obligations as set forth in either this Agreement or a Scope of Work issued under this Agreement; (3) By the SEDC, immediately upon notice in writing to the Contractor, as consequence of the failure of Contractor to perform the Work contemplated by this Agreement in a timely or satisfactory manner; (4) By the SEDC, at will and without cause upon not less than five (5) days written notice to the Contractor. (B) If the SEDC terminates this Agreement pursuant to subsection 7(A)(2) or (3), above, the Contractor shall not be entitled to any fees or reimbursable expenses other than the fees and reimbursable expenses then due and payable as of the time of termination and only then for those Work that have been timely and adequately performed by the Contractor considering the actual costs incurred by the Contractor in performing work to date of termination, the value of the work that is nonetheless usable to the SEDC, the cost to the SEDC of employing another Contractor to complete the work required and the time required to do so, and other factors that affect the value to the SEDC of the work performed at time of termination. In the event of termination not the fault of the Contractor, the Contractor shall be compensated for all basic, special, and additional Work actually performed prior to termination, together with any reimbursable expenses then due. Section 8. Indemnification CONTRACTOR AGREES TO INDEMNIFY AND HOLD THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION AND ALL OF ITS PRESENT, FUTURE AND FORMER AGENTS, EMPLOYEES, OFFICIALS AND REPRESENTATIVES HARMLESS IN THEIR OFFICIAL, INDIVIDUAL AND REPRESENTATIVE CAPACITIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LIENS AND EXPENSES (INCLUDING ATTORNEY'S FEES, WHETHER CONTRACTUAL OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY, AND WHETHER ACTUAL, PUNITIVE, 1300 Schertz Parkway Demolition CA-4 CONSEQUENTIAL OR INCIDENTAL), OF ANY CONCEIVABLE CHARACTER, FOR INJURIES TO PERSONS (INCLUDING DEATH) OR TO PROPERTY (BOTH REAL AND PERSONAL) CREATED BY, ARISING FROM OR IN ANY MANNER RELATING TO THE WORK OR GOODS PERFORMED OR PROVIDED BY CONTRACTOR — EXPRESSLY INCLUDING THOSE ARISING THROUGH STRICT LIABILITY OR UNDER THE CONSTITUTIONS OF THE UNITED STATES. Section 9. Notices Any notice required or desired to be given from one party to the other party to this Agreement shall be in writing and shall be given and shall be deemed to have been served and received (whether actually received or not) if (i) delivered in person to the address set forth below; (ii) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for notice, but until written notice of such change is actually received by the other party, the last address of such party designated for notice shall remain such party's address for notice. Section 10. No Assignment Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent of the other party. Section 11. Severability If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. Section 12. Waiver Either SEDC or the Contractor shall have the right to waive any requirement contained in this Agreement that is intended for the waiving party's benefit, but, except as otherwise provided herein, such waiver shall be effective only if in writing executed by the party for whose benefit such requirement is intended. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. Section 13. Governing Law; Venue This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas. The provisions and obligations of this Agreement are performable in Guadalupe County, Texas such that exclusive venue for any action . arising out of this Agreement shall be in Guadalupe County, Texas. Section 14. Paragraph Headings; Construction The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. Both parties 1300 Schertz Parkway Demolition CA - 5 have participated in the negotiation and preparation of this Agreement and this Agreement shall not be construed either more or less strongly against or for either party. Section 15. Binding Effect Except as limited herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal and legal representatives, successors and assigns. Section 16. Gender Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. Section 17. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Section 18. Exhibits All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Section 19. Entire Agreement It is understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. Section 20. Relationship of Parties Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement. Section 21. Right To Audit SEDC shall have the right to examine and audit the books and records of Contractor with regards to the work described in Exhibit A, or any subsequent changes, at any reasonable time. Such books and records will be maintained in accordance with generally accepted principles of accounting and will be adequate to enable determination of. (1) the substantiation and accuracy of any payments required to be made under this Agreement; and (2) compliance with the provisions of this Agreement. Section 22. Dispute Resolution The parties agree that, prior to instituting any lawsuit or other proceeding arising from a dispute 1300 Schertz Parkway Demolition CA - 6 under this agreement, the parties will first attempt to resolve the dispute by taking the following steps: (1) A written notice substantially describing the nature of the dispute shall be delivered by the dissatisfied party to the other party, which notice shall request a written response to be delivered to the dissatisfied party not less than 5 days after receipt of the notice of dispute. (2) If the response does not reasonably resolve the dispute, in the opinion of the dissatisfied party, the dissatisfied party shall give notice to that effect to the other party whereupon each party shall appoint a person having authority over the activities of the respective parties who shall promptly meet, in person, in an effort to resolve the dispute. (3) If those persons cannot or do not resolve the dispute, then the parties shall each appoint a person from the highest tier of managerial responsibility within each respective party, who shall then promptly meet, in person, in an effort to resolve the dispute. Section 23. Disclosure of Business Relationships /Affiliations; Conflict of Interest Questionnaire Contractor represents that it is in compliance with the applicable filing and disclosure requirements of Chapter 176 of the Texas Local Government Code. [The remainder of this page is intentionally left blank.] 1300 Schertz Parkway Demolition CA - 7 EXECUTED on this the SEDC: day of , 20 CONTRACTOR: By: By: Name: Kyle Kinateder Name: Title: Executive Director Title: I -- 1' 1 SEDC: City of Schertz Economic Development Corporation Attn: Kyle Kinateder, Executive Director 1400 Schertz Parkway Schertz, Texas 78154 With a copy to: SEDC Attorney City of Schertz Economic Development Corporation Attn: Charles E. Zech 2517 N. Main Avenue San Antonio, Texas 78212 CONTRACTOR: KMAC Construction Services, Inc. 981.9 Ball Street San Antonio, Texas 78217 [The remainder of this page is intentionally left blank.] 1300 Schertz Parkway Demolition CA - 8 Exhibit "A" SCOPE OF WORK Project Contractor shall provide labor, materials, supplies, equipment and permits necessary to perform asbestos abatement, demolition and disposal of the existing structures following all Occupational Safety and Health Administration (OSHA), Environmental Protection Agency (EPA), Texas Department of Health (TDH), Federal, State and local rules and regulations. The Project shall be completed within 60 calendar days from the issuance of the Notice to Proceed. Location 1300 Schertz Parkway, Schertz, Texas 781.54 Scope of Work The Contractor shall be responsible to complete the Project as described in the 1300 Schertz Parkway Demolition plans (Exhibit D) which includes the asbestos abatement, demolition, fence repair, and site re- vegetation. Tasks and Price Asbestos Abatement ($1,025.00) • Obtain necessary permits and notification for the Project • Remove and dispose of asbestos - containing construction material as noted on the asbestos survey and demolition plan Demolition ($18,41.9.00) • Obtain necessary permits and notification for the Project • Coordinate the disconnection of all utilities for the site • Demolish existing structures as noted on the demolition plans and generally noted as the existing one story brick and wood frame building, foundation, driveway, brick fence and covered patio • Haul off and dispose of all debris from the Project • Preserve select trees as noted on the demolition plans • Back drag site to level off to grade • Repair or replace an approximate 40 foot section of iron fence as noted on the demolition plans • Re- vegetate the site Drainage and Temporary Irrigation ($10,513.00) • Obtain necessary permits and notification for the Project • Provide drainage and SWIPP controls • Install and remove temporary irrigation system • Allow vegetation to take hold Total Cost ($29,957.00) 1300 Schertz Parkway Demolition CA-9 Exhibit "B" REQUIREMENTS FOR ALL INSURANCE DOCUMENTS The Contractor shall comply with each and every condition contained herein. The Contractor shall provide and maintain the minimum insurance coverage set forth below during the term of its agreement with the SEDC. Any Subcontractor(s) hired by the Contractor shall maintain insurance coverage equal to that required of the Contractor. It is the responsibility of the Contractor to assure compliance with this provision. The SEDC accepts no responsibility arising from the conduct, or lack of conduct, of the Subcontractor. INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT With reference to the foregoing insurance requirements, Contractor shall specifically endorse applicable insurance policies as follows: 1. The SEDC of Schertz shall be named as an additional insured with respect to General Liability and Automobile Liability on a separate endorsement. 2. A waiver of subrogation in favor of the SEDC shall be contained in the Workers Compensation and all liability policies and must be provided on a separate endorsement. 3. All insurance policies shall be endorsed to the effect that the SEDC will receive at least thirty (30) days written notice prior to cancellation or non - renewal of the insurance. 4. All insurance policies, which name the SEDC as an additional insured, must be endorsed to read as primary and non - contributory coverage regardless of the application of other insurance. 5. Chapter 1811 of the Texas Insurance Code, Senate Bill 425 82(R) of 2011, states that the above endorsements cannot be on the certificate of insurance. Separate endorsements must be provided for each of the above. 6. All insurance policies shall be endorsed to require the insurer to immediately notify the SEDC of any material change in the insurance coverage. 7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions. 8. Required limits may be satisfied by any combination of primary and umbrella liability insurances. 9. Contractor may maintain reasonable and customary deductibles, subject to approval by the SEDC. 10. Insurance must be purchased from insurers having a minimum AmBest rating of B +. 11. All insurance must be written on forms filed with and approved by the Texas Department of Insurance. (ACORD 25 2010/05). Coverage must be written on an occurrence form. 12. Contractual Liability must be maintained covering the Contractors obligations contained in the contract. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting all endorsements and insurance coverages according to requirements and instructions contained herein. 13. Upon request, Contractor shall furnish the SEDC with certified copies of all insurance policies. 14. A valid certificate of insurance verifying each of the coverages required above shall be issued directly to the SEDC within ten (10) business days after contract award and prior to starting any work by the successful Contractor's insurance agent of record or insurance company. Also, prior to the start of any work and at the same time that the Certificate of Insurance is issued and sent to the SEDC, all required endorsements identified in sections A, B, C and D, above shall be sent to the SEDC. The certificate of insurance and endorsements shall be sent to: City of Schertz Economic Development Corporation 1.400 Schertz Parkway Schertz, TX 78154 1300 Schertz Parkway Demolition CA - 10 Al SU694 I I !!! 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FUN P IN AC00JUMNOSWITH WHO IVWY IMOVIOW0, 1400 Schartz Parkway 0— Schadiz,Tx. 70164 AVITURUJI0 Attrv; Pumhasa"rigDopt S) �L ,A,,Uflr,ORIY.ii'tiS,40,NATUrtEREOUtAED M-Rfl: ­610011-20,11) —ACURO 00FO-ORVION, All —Plghb 1`01WIG07 A00FID 26 (2010MB) jaga inw, ro0ailorad onooks 0 ACORD Thg A0014D namo an 1300 Schertz Parkway Demolition CA - 11 (Instructions for completing and submitting a certificate to the SEDC) nplete the certificate of insurance with the information listed below: A) Certificate of Insurance date B) Producer (Insurance Agency) Information — complete name, address, telephone information, & email address. C) Insured's (Insurance Policy Holder) Information — complete name & address information. D) Insurer (name /names of insurance company) (Remember the SEDC requires all insurance companies to be Authorized to do business in the State of Texas be rated by A.M. Best with a rating of B+ (or better) Class VI (or higher) or otherwise be acceptable to the SEDC if not rated by A.M. Best) E) NAIC # (National Association of Insurance Commissioners, a # that is assigned by the State to all insurance companies) F) Insurer letter represents which insurance company provides which type of coverage from D G) General Liability Insurance Policy — must have an (x) in box. Also, "Occurrence" type policy — must have an (x) in the box (occurrence policy preferred but claims made policy can be accepted with special approval) H) This section shall be filled in with "Y" for yes under Additional Insured for all coverages, except for Contractor Liability and Workers' Compensation. There shall also be a "Y" for yes under all coverages for subrogation waived. I) Automobile Liability Insurance — must be checked for Any Auto, All Owned Autos, Hired Autos J) Umbrella Coverage — must be checked in this section and by occurrence whenever it is required by written contract and in accordance with the contract value. K) Worker's Compensation and Employers Liability Insurance — information must be completed in this section of the certificate of insurance form (if applicable). L) Builder's Risk Policy — for construction projects as designated by the SEDC. Professional Liability Coverage — for professional services if required by the SEDC. M) Insurance Policy #'s N) Insurance policy effective dates (always check for current dates) O) Insurance Policy limits (See Insurance Requirements Checklist) P) This section is to list projects, dates of projects, or location of project. Endorsements to the insurance policy(ies) must be provided separately and not in this section. The following endorsements are required by the SEDC. (1) Adding the SEDC as an additional insured. The "additional insured" endorsement is not required for professional liability and workers compensation insurance; and (2) Waiver of Subrogation (3) Primary and Non - Contributory (4) Cancellation Notice Q) SEDC's name and address information must be listed in this section R) Notice of cancellation, non - renewal, or material change to the insurance policy(ies) must be provided to the SEDC in accordance with a cancellation notice endorsement to the policy and/or per the policy provisions based on the endorsement adding the SEDC as an additional insured. (Sec. 1811.155, Tex. Ins. Code) S) The certificate must be signed by the Authorized Agent in this section of the certificate form. 1300 Schertz Parkway Demolition CA - 12 Exhibit "C" EVIDENCE OF INSURANCE 1300 Schertz Parkway Demolition CA - 13 Exhibit "D" 1300 Schertz Parkway Demolition Plans 1300 Schertz Parkway Demolition CA - 14 1 lu 60 C) V In gp V yam w Zoe WNIWt RIS1d41 .{YO'l9V.N3 ➢�11'30UOiMUU. 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' _ [0E6TZT[ 'ONI JNI2I33NIDN3 Q2I03 svxaz `ziu�t�s o o 00 NOLLdIH�S30 31V0 'ON T AA tT7 ZJX!THOS 00U SNOISIASH 11L i�li(1 G.L Q,7I7�.J J C. ` a W w oo 's o`.�' so ° - �o H F E 4 �� 5 °mF�i �i �� H s s$ -2.d sfi<� l,60 HE o°°s HMO o�M a€ � �or��fa�O3�m��a v Sjd�o 2. �oz o o F g a sw� H MR h N good _ €ism wWo w eQV ozy '� a ° oro $ PH E Vogl 6Po$ ow l oFwe 1H, P.M o w s wow= =wom�o� =sp�s��� oFF 8o�oza8 €� €oLL�a�o� E5 fin Bmo zG o �8ow Sw « a a wee o „mw s 8 !I I Cgx 8 X I 1 I 0 enon �uau�a�nwn AMNd M13HOS tj 5 o> e o mo m Fn F y F F F w x x w oo 's o`.�' so ° - �o H F E 4 �� 5 °mF�i �i �� H s s$ -2.d sfi<� l,60 HE o°°s HMO o�M a€ � �or��fa�O3�m��a v Sjd�o 2. �oz o o F g a sw� H MR h N good _ €ism wWo w eQV ozy '� a ° oro $ PH E Vogl 6Po$ ow l oFwe 1H, P.M o w s wow= =wom�o� =sp�s��� oFF 8o�oza8 €� €oLL�a�o� E5 fin Bmo zG o �8ow Sw « a a wee o „mw s 8 !I I Cgx 8 X I 1 I 0 enon �uau�a�nwn AMNd M13HOS aaouo�- onsae.. �w�nwrasv aeoreuva.ai� a,�az S'IIv. au Rawl t owroraoirta. iuwssWUra. i« eisvr��ovmuv�rrsw�3is -yaaauni:;o� -5'i �• - IOf6�hZti � 3 � �a rvu max3nws awvasra�.ao i�i� � - � ,; 'D II DNnFlIII DNR Q2I03 o NOLLdIN0530 31V0 'ON T AA XT T 7 T\T'.T7_ DS Off I �SNOISIA3tl 11L 1111CL G.L Q.1il✓J Ll o w w � W 0 0 O O ~ s U) w E3 arc��rc w £aprc W boa K, §fig §gggq W Q FQ_ g LL 3 LLI $ m O $ i 0$ oz s is 3 d 8p 21,8 � •'�__ g mo a z¢ ko S. o- 5 U) m e S Iz Z � _O f U Q U o s o p-, is o ° °rdo w W � m zooa zoz a E i- W_ooa yyrz rz ~z 33. i z x w cai ? u<? y a zzz o�?� ooFO °�? °w o�?wwo� o �yy< � Jf \, I ,, ,S d S - I ao �o Yo ISM c a a 6 O > S w � 1 o w w � W 0 0 O O ~ s U) w E3 arc��rc w £aprc W boa K, §fig §gggq W Q FQ_ g LL 3 LLI $ m O $ i 0$ oz s is 3 d 8p 21,8 � •'�__ g mo a z¢ ko S. o- 5 U) m e S Iz Z � _O f U Q U o s o p-, is o ° °rdo w W � m zooa zoz a E i- W_ooa yyrz rz ~z 33. i z x w cai ? u<? y a zzz o�?� ooFO °�? °w o�?wwo� o �yy< � Jf \, I ,, ,S d S - I ao �o Yo ISM c a a 6 O > S w � 1 i 0$ oz s is 3 d 8p 21,8 � •'�__ g mo a z¢ ko S. o- 5 U) m e S Iz Z � _O f U Q U o s o p-, is o ° °rdo w W � m zooa zoz a E i- W_ooa yyrz rz ~z 33. i z x w cai ? u<? y a zzz o�?� ooFO °�? °w o�?wwo� o �yy< � Jf \, I ,, ,S d S - I ao �o Yo ISM c a a 6 O > S w � 1 U) m e S Iz Z � _O f U Q U o s o p-, is o ° °rdo w W � m zooa zoz a E i- W_ooa yyrz rz ~z 33. i z x w cai ? u<? y a zzz o�?� ooFO °�? °w o�?wwo� o �yy< � Jf \, I ,, ,S d S - I ao �o Yo ISM c a a 6 O > S w � 1 �yy< � Jf \, I ,, ,S d S - I ao �o Yo ISM c a a 6 O > S w � 1 I► /1 D1►/ [o7 7_1011111►/ City Council Meeting: Department: Subject: I CAX4I Cali TII0L,I 17 Agenda No. 4 May 3, 2016 Economic Development Resolution No. 16 -R -34 - Consider /Discuss /Act on Amendment No. 1 to the Development Agreement (GE Oil and Gas Inc.) History — The City of Schertz, Texas (the "City "), the City of Schertz Economic Development Corporation (the "SEDC "), and GE Oil and Gas Inc. ( "GE ") entered into a Development Agreement (the "Agreement ") on February 4, 2014. Under the Agreement, GE agreed to retain and expand its operation in Schertz by making an $8 million capital investment, retaining 225 Full -Time Jobs, adding an additional 175 Full Time Jobs, and creating an annual Gross Payroll of $16 million for a period of six years. In consideration the City and SEDC agreed to provide an Infrastructure Incentive and fast - track GE's expansion. In February 2016, the Yantis Company was contracted to complete the extension of David Lack Boulevard. The project is scheduled to be complete by mid - May. Proposed Amendment No. 1 - GE has experienced rapid growth at its Schertz facility and has exceeded both the investment and the jobs requirement. GE encountered problems submitting the Annual Certification Report (the "Certification Report") and corresponding Texas Employers Quarterly Wage Report (EQWR) because GE submits the EQWR for all of its Texas locations. The EQWR includes sensitive personal information and it would be too onerous for GE to redact the sensitive information. In light of this finding, Amendment No. 1 allows GE to file an affidavit as part of a revised Certification Report in place of submitting the EQWR. Amendment No. 1 preserves the City and SEDC's right to request additional information to verify the Certification Report if needed. FISCAL IMPACT There are no fiscal impact associated with Amendment No. 1 to the Development Agreement (GE Oil & Gas, Inc.). SEDC BOARD OF DIRECTORS RECOMMENDATION The SEDC Board of Directors met on April 28`h at their regular board meeting to consider, discuss and act on Amendment No. I to the Development Agreement among the City of Schertz, Texas, the City of Schertz Economic Development Corporation, and GE Oil & Gas Inc. and to recommend approval by the City Council. A motion was made by Roy Richard Seconded by Rosemary Scott to: Approve Amendment No. 1 to the Development Agreement and to recommend approval by the City Council. The motion passed unanimously. STAFF RECOMMENDATION Staff recommends approval of the proposed amendment because the proposed amendment will simplify GE's annual reporting while continuing to ensure that the community receives the full benefits of the original Agreement. ATTACHMENT(S) Resolution No. 15 -R -34 Development Agreement GE Oil & Gas Inc. Amendment No. I to the Development Agreement (GE Oil & Gas Inc.) RESOLUTION NO. 16 -R -34 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AMENDMENT NO. 1 TO THE DEVELOPMENT AGREEMENT AMONG THE CITY OF SCHERTZ, TEXAS, THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION, AND GE OIL AND GAS, INC.; AUTHORIZING CERTAIN BENEFITS BY THE CITY PURSUANT THERETO; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, by City Ordinance No. 12 -T -15, the City of Schertz, Texas (the "City ") established a program under Chapter 380, Texas Local Government Code, as amended, to promote economic development and to stimulate business and commercial activity in the City (the "380 Program "); and WHEREAS, on February 4, 2014 the City and the City of Schertz Economic Development Corporation (the "SEDC ") entered into a Development Agreement with GE Oil & Gas, Inc. (the "Developer "), pursuant to the City's 380 Program; and WHEREAS, the SEDC held a meeting on April 28, 2016, and the Board of Directors voted to recommend approval of Amendment No. 1 to the Development Agreement (GE Oil & Gas, Inc.) ( "First Amendment ") to the City Council; and WHEREAS, the City Council has determined that it is in the best interest of the City to approve the First Amendment. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS: Section 1. The City Council hereby approves the First Amendment and authorizes the City Manager to execute and deliver the First Amendment with the SEDC, and the Developer in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City 1 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 day of , 2016. ATTEST: Brenda Dennis, City Secretary (CITY SEAL) CITY OF SCHERTZ, TEXAS Michael Carpenter, Mayor 2 I0,14:110,11 _1 AMENDMENT NO. 2 TO THE ECONOMIC DEVELOPMENT INCENTIVES AGREEMENT (AMAZON.COM.KYDC LLQ GPI GE Oil & Gas Inc. This Development Agreement (the "Agreement ") is entered to be effective as of the 7� .o ®! , among CITY OF SCHERTZ, TEXAS, a Texas municipal corporation and home rule city (hereinafter referred to as "CITY "), the CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION, a Texas Non - profit Industrial Development Corporation (hereinafter referred to as "SEDC "), and GE Oil & Gas Inc., a Delaware Corporation (hereinafter referred to as "DEVELOPER ", and collectively with CITY and SEDC, the "PARTIES "). 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, Title 12, Subchapter C1, Texas Local Government Code, as amended (the "Development Corporation Act"), to promote economic development and to stimulate business and commercial activity in the CITY; and WHEREAS, CITY is authorized and empowered under Chapter 380 and under the provisions of Article III, Section 52 -a of the Texas Constitution to aid in the development of enterprises within the geographic boundaries of the CITY by offering economic and other incentives to prospective new, developing, and expanding businesses; and WHEREAS, CITY actively seeks economic development prospects in the CITY through the SEDC, which was established pursuant to the Development Corporation Act to promote economic development in the CITY by sponsoring and funding economic development projects; and WHEREAS, DEVELOPER is involved in the manufacturing, provision, and furtherance of cryogenic plant design and fabrication, and a majority of the products of DEVELOPER are ultimately exported to regional, statewide, national, or international markets infusing new dollars into the local economy; and WHEREAS, DEVELOPER has expressed its desire and intent to enhance and expand its facilities at an existing 400,000 square foot facility on an approximately 40.3 acre tract of land located at 1150 Schwab Road, Schertz, Texas; and Exhibit D -1 j P a g e 50691089.3 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, the City Council of the CITY and the Board of Directors of the SEDC have found that the economic development incentives provided in this Agreement are required or suitable for the development, retention, or expansion of manufacturing and industrial facilities in the CITY and for the creation and retention of "primary jobs ", meaning those jobs that are available at a company in the manufacturing sector for which a majority of the products or services of that company are ultimately exported to regional, statewide, national, or international markets infusing new dollars into the local economy; and WHEREAS, CITY and SEDC consider DEVELOPER to be a qualified economic development prospect that currently employs two hundred and 225 (225) people in primary jobs and plans to add one hundred seventy -five (175) new primary jobs by the year 2015 to the CITY's workforce. ill ®W, THEREFORE, for and in consideration of the premises and mutual covenants and promises hereinafter set forth, the Parties hereby agree as follows: 1. Definitions 1.1. "Project" means collectively the implementation of New Capital Investment, continuation of Existing Gross Payroll, and creation of New Gross Payroll. 1.2. "Property" means the existing 400,000 square foot facility (the "Facility ") on approximately 40.3 acre tract of land located at 1150 Schwab Road, Schertz, Comal County, Texas, more particularly described in Exhibit A attached hereto and incorporated herein and graphically represented in Exhibit B attached hereto and incorporated herein. 1.3. "Fast 'Tracking" means efforts made by the CITY to expedite the review, permitting, and occupation processes for the applicable components of the Project as outlined in Section 2.1.2. 1.4. "Full- Tirane Jobs" means any jobs including temp- to- hire(excluding temporary or seasonal) on the payroll and having an officially scheduled work week of thirty- 21 Page 50691089.3 five t35) hours or more that according to company policy are entitled to full benefits. 1.7 'VovoWpmart Per&rniancp MOmtreS5' jh�afis actions mquited by DEVELOPER as outlined in Sections 3:1 -3.3 herein. IX "Infrastructure Incentive" means construction by the CITY, or by a third party engaged by the CITY, of the extension of David Lack Drive as generally represented in Exhibit C, attached hereto and it herein. L9, "New Capital Investment" means a minimurn of Eight Million and No/100 Dollars ($8,000,000) in renovations to the Facility and/or the purchase of additional machinery, equipment, and other personal property to be permanently located at the Property. 1.10. "Texas Employers Quarterly Wage Reports" means quarterly reports required by State law to be filed with the Texas Workforce Corn mission. These reports will be utilized in part by the CITY to qualify and substantiate Development Perforinance Measures. 506910893 3 I a g e 1.11. "Annual Certification Report" means an aurtual reporting form, in the fonnat to be provided to DEVELOPER by CITY, on which the DEVELOPER shall certify its compliance with the Development Performance Measures. This Ani -lual Certification Report must be signed by the General Manager of DEVELOPER. 1.12 "Event of Bankruptcy or Insolvency" means the dissolution or ten-rrination of DEVELOPER's existence as a going business, DEVELOPER's insolvency, appointment of receiver for any significant part of DEVELOPER's property with such appointment not being terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of DEVELOPER's creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against DEVELOPER with such proceeding not being dismissed within ninety (90) days after the filing thereof. 1.13 "Governmental Authority" means any federal, state, or local govermnental entity having jurisdiction over the matter in question. 1.14 "Governmental Rule" means any applicable law, rule, or regulation of a Governmental Authority. 1.15 "Infrastructure Incentive Amount" means the costs incurred by the CITY and the SEDC (including salary and overhead costs for employees of the CITY and the SEDC, as applicable) for constructing, or causing to be constructed, the extension of David Lack Drive as generally represented in Exhibit C attached hereto and incorporated herein. 2e CITY's Development Incentive Package, Obligations, and Representations 2.1. CITY agrees to provide the Infrastructure Incentive and Fast Tracking to DEVELOPER as authorized by Chapter 380 as follows: 2.1.1 Infrastructure Incentive — As soon as reasonably practicable, taking into account the CITY's other public works and public infrastructure obligations, the CITY will construct, or cause to be constructed, an 4 age 50691089.3 extension of David Lack Drive as generally represented in Exhibit C attached hereto and incorporated herein. 2.1.2 Fast 'Tracking -- The CITY will make all reasonable efforts to Fast Tract{ the Project once all necessary plans and materials have been prepared by DEVELOPER and submitted to CITY. Fast Tracking of the Project will focus on the following areas: (1) Pen-nit(s) for implementation of New Capital Investment, and (ii) Permit for a driveway cut from David Lack Drive into Property as generally represented in Exhibit D attached hereto and incorporated herein. 3. DEVELOPER's Obligations and Representations DEVELOPER hereby makes the following representations, warranties, covenants, and agreements: 3.1. Operation of the Project 3. 1.1 DEVELOPER agrees to continue to operate the Property throughout the tenm of this Agreement. 3.2 Capital Investment; Construction of Extension 3.2.1 DEVELOPER agrees to invest New Capital Investment at the Property in an amount of no less than Eight Million and No /100 Dollars ($8,000,000) on or before 30 March 2014 3.3. Job Relocation and Creation Time Frame Full-Time Jobs Gross Payroll SIPaga 5069 ]089.3 Current 225 $9,000,000 Calendar Year 2014 300 $12,000,000 Calendar Year 2015 400 $16,000,000 Calendar Year 2015 through Term of the Agreement 400 $16,000,000 3.3.1 DEVELOPER agrees and covenants to continue to maintain the Existing Gross Payroll at the Property as identified in the above Job Relocation and Creation Schedule. 3.3.2 DEVELOPER agrees and covenants that it will create New Gross Payroll as identified in the above Job Relocation and Creation schedule. 3.3.3 DEVELOPER agrees and covenants that it will maintain Existing Gross Payroll and New Gross Payroll at Property for a minimum period of six (6) years after the Effective Date of this Agreement. 3.4 No Employment of Undocumented Workers DEVELOPER certifies and agrees as follows: 3.4.1 DEVELOPER certifies that its operation within the CITY will not knowingly employ an undocumented worker, as defined in Chapter 2264, Subchapter A, Texas Govenunent Code, as amended (the "Act "); and 3.4.2 Pursuant to the Act, if DEVELOPER is convicted of a violation under 8 U.S.C. Section 1324a(o with respect to its operations in the CITY, after receiving all or any portion of the "public subsidy" (as defined in the Act) authorized by this Agreement, DEVELOPER shall (x) promptly give the CITY written notice of such violation, and (y) repay the amount of the public subsidy with interest, at the rate of the prime rate of interest per 6 a g s 50691089.3 arniurn of the CITY's depository bank (the `Bank ") in effect on the date DEVELOPER notifies the CITY of the violation. Such repayment shall be made not later than the 120th day after the date DEVELOPER notifies the CITY of the violation. 3.5 Existence DEVELOPER has the full power and authority to enter into and perform this Agreement. The person signing this Agreement on behalf of DEVELOPER has been properly authorized and empowered to enter into this Agreement and represents that he has authorization to sign on behalf of the DEVELOPER. 3.6 Authorization The execution, delivery, and performance by DEVELOPER of this Agreement have been duly authorized by all necessary action and will not violate the organizational documents of DEVELOPER or result in the breach of or constitute a default under any loan or credit agreement, or other material agreement to which DEVELOPER is a party or by which DEVELOPER or its material assets may be bound or affected. The execution of this Agreement by DEVELOPER does not require any consent or approval that has not been obtained, including without limitation the consent or approval of any Govern nental Authority. 3.7 Enforceable Obligations Assuming due authorization, execution, and delivery by each other Party hereto, this Agreement, all documents executed by DEVELOPER pursuant hereto, and all obligations of DEVELOPER hereunder and thereunder are enforceable against DEVELOPER in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor's rights generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). 3.8 No Legal Bar 71 Page 50691059.3 The execution and delivery of this Agreement and the performance of its obligations hereunder by DEVELOPER will not conflict with any provision of any law, regulation, or Governmental Rules to which DEVELOPER is subject or conflict with, or result in a breach of, or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which DEVELOPER is a party or by which it is bound or any order or decree applicable to DEVELOPER. 3.9 Litigation There are no legal actions or proceedings pending or, to the knowledge of DEVELOPER, threatened against DEVELOPER which, if adversely determined, would materially and adversely affect the ability of DEVELOPER to fulfill its obligations under this Agreement or the financial condition, business, or financial or business prospects of DEVELOPER. 3.10 Documents All documents made available by DEVELOPER to CITY and the SEDC including without limitation all financial documents relating to DEVELOPER are true, correct, and complete copies of the instruments which they purport to be and accurately depict the subject matter addressed therein. 3.11 Knowledge DEVELOPER has no knowledge of any facts or circumstances which currently evidence, or with the passage of time would evidence, that any of the representations made by DEVELOPER under this Agreement are in any way inaccurate, incomplete, or misleading. 3.12 Disclaimer DEVELOPER ELOPER ACKNOWLEDGES THAT, EXCEPT FOR THE CITY'S Y Y'S AND THE SEDC'S EXPRESS REPRESENTATIONS AND WARRANTIES 8jl2, ag-2 50691089.3 4. Term; Ter titan U. The teirn of this Agreement is from the Effective Date through December 31, 2020 (the "Expiration Date"), a period of approximately six (6) years. 4.2 This Agreement shall terminate upon the occurrence of any one or more of the following: 4.2.1 the Expiration Date; 4.2.2 the execution by all Parties of a written agreement terminating this 4.2.3 at the option of a Party in the event any other Party breaches any of the 4.2.4 at the option of the CITY and the EDC, If DEVELOPER suffers an Event of Bankruptcy or Insolvency-, 4.2.5 at the option of the CITY, if any ad valorem taxes owed to the CITY by DEVELOPER (both real property and personal property) shall become delinquent (provided, however DEVELOPER retains the right to timely and properly protest and contest any such ad valorem taxes); or 9 1 P a g e 4.2.6 any subsequent federal or state legislation or any decision by a court of competent jurisdiction declares or renders this Agreement invalid, illegal, or unenforceable. Se Baseline and Reporting Requirements 5.1. Establishment of Payroll Baseline and Subsequently Submitted Reports 5.1.1 DEVELOPER shall submit to CITY, within thirty (30) days of the date of this Agreement, the most recent Texas Employers Quarterly Wage Report to establish the Existing Gross Payroll. DEVELOPER may tape limited actions to protect the identity and related personal identifiers of DEVELOPER employees as approved and agreed upon by the CITY. 5.1.2 Upon completion of the New Capital Investment, DEVELOPER shall submit to CITY a letter signed by the General Manager of DEVELOPER certifying that all of the New Capital Investment has been made at the Property. 5.1.3 DEVELOPER shall certify annually, no later than February 15 of each year, to the CITY the amounts of the Existing Gross Payroll and the New Gross Payroll maintained at the Property. DEVELOPER shall also submit the previous four (4) Texas Employers Quarterly Wage Reports to the CITY for the subject year as an attaclnnent to that year's Annual Certification Report. The timely and accurate submission of these reports shall be the responsibility of DEVELOPER and each must be signed by the General Manager of DEVELOPER. 6e Notice of Intent to Cease Operation 6.1. If DEVELOPER ceases or intends to cease operation and/or ownership of its business at the Property during the term of this Agreement it shall give forty -five (45) days prior written notice to CITY. 50691089.3 101 Pagg4 7. Compliance with Applicable Laws T-1. At all tinies during NvIfich, DEVELOPER owns mid operates the Project and Property, DEVELOPER will remain in compliance with all applicable laws, rules, and regulations including without hiriitation, all applicable onvironinental 'laws, rules, and regulations, 8. Default &l. DEVELOPER Default 8,Ll. If DEVELOPER defaults in any material term or condition of this Agreenient, CITY shall not be obligated to approve or disburse the Infrastructure Incentive specified under this Agreement unless default is cured by DEVELOPER within thirty (30) days from receiving written notice of any default from CITY. 8, 1.2. A material breach by DEVELOPER consists of, but is not limited to, any of the following individual or cumulative events.- failure of DEVELOPER to inect the Development Performance Measures set out in Section 3; submittal to CITY; and any material misrepresentation of fact concerning the subject matter of this Agreernent. 8,13, CITY shall give DEVELOPER written notice of any default of DEVELOPER. If DEVELOPER has not received the Infrastructure Incentive, DEVELOPER shall have the right but not the obligation to cure the default as provided herein. 111 11 a f2 t# 8.1.1. In the event DEVELOPER fails to cure any default under this Agreement within the notice and cure period and the CITY has not disbursed the Infrastructure Incentive, then CITY may withhold the Infrastructure Incentive. In the event DEVELOPER fails to cure any default within the notice and cure period and the CITY has already disbursed some or all of the Infrastructure Incentive, DEVELOPER agrees to and shall reimburse CITY One Thousand Seven Hundred Fifty and No /100 Dollars ($1,750) per Full -Time Employee under the Development Performance Measures that has not been created and /or substantiated such creation in a format acceptable to the CITY for the subject period, To the extent allowable under Texas law, and excepting the indemnity obligations of DEVELOPER for third party claims under Section 10, the CITY and SEDC agrees that the total liability of DEVELOPER on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability or otherwise arising out of the perfon-nance or breach of this Agreement shall not exceed the Infrastructure Incentive Amount, plus any costs and expenses, including attorneys' fees, incurred by the CITY and the SEDC in connection with this Agreement, the Infrastructure Incentive, and enforcement of the provisions of this Agreement. 9. CITY Default 9.1. In the event that CITY materially breaches its obligation to provide the Infrastructure Incentive and fails to cure such default in accordance with the notice and cure provisions of this Agreement and DEVELOPER is not in default, DEVELOPER, at its option, may terminate this Agreement and may thereafter pursue its remedies available at law-, provided, however, if DEVELOPER is also in default, DEVELOPER's only remedy shall be to terminate this Agreement without further liability. 9.2 IN NO EVENT SHALL THE CITY, THE SEDC, OR THE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES AND ELECTED OFFICIALS OF THE CITY AND 12 1 Pub; 50691089.3 THE SEDC BE LIABLE TO DEVELOPER FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES. 10. tudemnity 13 1 P a g F! S0691089.3 DEVELOPER SHALL NOT BE OBLIGATED TO INDEMNIFY, HOLD HARMLESS, INSURE OR DEFEND THU INDEMNIFIED PARTIES HEREIN AGAINST LIABILITY OR CLAIMS TO THE EXTENT SUCH LIABILITY OR CLAIMS (INCLUDING ATTORNEY FEES), ARE CAUSED BY OR RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL, MISCONDUCT OF AN INDEMNIFIED PARTY 1, 1. Release 12. Assignment 13. Invalidity If any provision. of this Agreement shall be held to be invalid, illegal, or unenforceable by 14. Written Notice All notices required by this Agreement (i) shall be in writing, (ii) shall be addressed to the Parties as set, forth below unless notified in writing of a change in address, and (iii) shall be deemed to have been delivered either when personally delivered or, if sent by mail, in which event it shall be sent by registered or certified mail, return receipt requested, three (3) business days after mailmg. The addresses of the Parties are astbllows- To DEVELOPER: GE Oil & Gas Ine 1150 Schwab Ikoad Scheitz, Texas 78154 Attn: Kyle Griffiths To CITY: City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78154 Attn: John Kessel, City Manager With Copy to: Denton, Navarro, Mocha & Bernal, P. C. 2517 North Main Avenue San Antonio, TX 78212 Attn- Charlie Zecb Witli Copy to Schertz Economic Development Corporation 1400 Schertz Parkway Schertz, Texas 78154 Attn: David Gwin, Executive Director To SE DC: Schertz Economic Development Corporation 1400 Scheitz Parkway Schertz, Texas 78154 Attn: David Gwin, Executive Director With Copy to.- GE Oil & Gas Legal Department Justin Schwartz 4424 West Sam Houston Parkway N, Houston, Texas 77041 Attn: Justin Schwartz — GE Oil & Gas Legal Dept. With Copy to: Denton, Navarro, Socha & Bemal. P.C. 251'7 North Main Avenue San Antonio, TX 78212 Attu: Charlie Zeel 15 P a g, Ie 506910893 15. Entire Agreement It is understood that this Agreement contains the entire agreeinent between the Parties and supersedes any and all prior agreements, arrangements, or understandings, written or oral, between the Parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. No verbal agreement or conversation with any officer, agent, or employee of the CITY, either before or after the execution of this Agreement, shall affect or modify any of the terms or obligations hereunder. 16. Amendment No amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of DEVELOPER, CITY, and SEDC. 17. Texas Law; Venue This Agreement has been made under and shall be governed by the laws of the State of Texas, and venue for any action concerning this Agreement shall be exclusively in the State District Court of Guadalupe County, Texas. The Parties agree to submit to the jurisdiction of said court. 18. Place of Performance Performance and all matters related thereto shall be in Comal County, Texas, United States of America. 19. No Joint Venture It is acknowledged and agreed by the Parties that the terms hereof are not intended to, and shall not be deemed to, create a partnership or joint venture among the Parties. 20. Waiver Failure of any Party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision, nor in any way affect the validity of this Agreement, 161PaEe 506910$9.3 any part hereof, or the right of the Party thereafter to enforce each and every provision hereof. No term of this Agreement shall be deemed waived or breach excused unless the waiver shall be in writing and signed by the Party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver of or excuse of any other different or subsequent breach. 21. representation DEVELOPER represents and warrants that no member of the City Council of the CITY and no member of the Board of Directors of SEDC has an interest in the Property, and that the same are not owned or leased by any member of the City Council of the CITY or any member of the Board of Directors of SEDC. DEVELOPER further represents and warrants that no member of the City Council of the CITY and no member of the Board of Directors of SEDC is under contract either directly or indirectly with DEVELOPER or DEVELOPER's agents, contractors, or subcontractors. DEVELOPER covenants and agrees that this representation and warranty shall be in effect for the full term of this Agreement as if remade throughout the term of the Agreement. 22. Captions. All descriptive headings and captions herein are inserted for convenience only and shall not be considered in interpreting or construing this Agreement. 23. 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 (specifically including, without limitation, Sections 3.4, 3.12, 10, 11, and 24 of this Agreement) shall survive termination of this Agreement. 24. Attorneys' Fees and Expenses In the event that DEVELOPER should default under any of the provisions of this Agreement and CITY or the SEDC should employ attorney(s) or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or 171Page 50691089.3 observance of any obligation or agreement on the part of DEVELOPER herein contained, DEVELOPER agrees to pay to the CITY and the SEDC reasonable fees of such attorneys and such other expenses so incurred by the CITY and the SEDC. 25. Limitation on Liability It is understood and agreed among the Parties that DEVELOPER, CITY, and the SEDC, in satisfying the conditions of this Agreement, have acted independently, and assume no responsibilities or liabilities to third parties in connection with these actions. Notwithstanding anything to the contrary herein, DEVELOPER, CITY and SEDC agree that none of theta shall be responsible or liable to the other for any special, consequential, incidental, indirect, exemplary, punitive or speculative damages. 26. Recitals and Exhibits The recitals and exhibits are incorporated into this Agreement for all purposes as matters of contract and not mere recitals and exhibits. 27. Counterparts This Agreement may be executed in multiple counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. [ Signatures and aelmowledgments on the following pages] 181 Page 50691089.3 0M011"011 a 9,11" A M IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below to be effective as of the Effective Date. GE Oil & Gas Inc., a Delaware Corporation By: Name: _._ q °x°r s4S Title: General Manager THE STATE OF TEXAS § COUNTY OF GUADALUPE § This instrument was acknowledged before ine, the undersigned Notary Public, on this 9 day of A�QAiZq , 2014, by qLE EE.4 S, General Manager GE Oil & Gas Inc., a Delaware corporation, on behalf of said corporation. JACKIE N. CLINE 1 MY COMMISSION EXPIRES rary P blic in and for the State of Texas May 24, 2017 [Signatures and aelmowledgements continue on the folloiving page] g e 50691089.3 CITY OF SCHERTZ, a Texas municipal corporation BY: John . Kessel, City Manager THE STATE OF TEXAS COUNTY OF GUADALUPE [ Signatures and acknowledgements continue on the following page] S -2 I P a g 50691089.3 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT T GE OIL & GAS INC. 'TTY'" OF SCIIERTZ ECONOMIC DEVELOPMENT CORPORATION, a Texas Non - profit Industrial Development Corporation row n, President THE STATE OF TEXAS COUNTY OF° GU FDA LUP This insti Went was acknowtedged betbre nie, the undersigned Notary Public, on this day of 2014, by Tien Brown, President of the City of Schertz Econornic Development Corporation, a `Pews non - profit industrial development corporation, on behalf of said non- profit industrial development corporation, S-3 I Pa g SIGNATURE PAGE 'r DEVELOPMENT AGREEMENT GE ILA & GAS INC. u.� i iida Dennis, City Secretary lets PP�,OVED AS TO CONTENT: -4 I P 0691 893 Legal Description: Lot 1, Block 2, Lack's Subdivision, according to the plat thereof recorded as Document #200706013878 in the plat records of Comal County, Texas. Exhibit A -1 I F, a i; 50691089.3 Exhibit % \� 0 i2s ISO 500 750 1,000 50691089,3 \ Legend \ Property » Railroads < \ : Building Footprints ROWUnes \ Exhibit 1I P Pj © ? Exhibit C: Infrastructure 0 50 IOU alGlim 3 Ob 506 5 Leger �rir z, f Rosa Extension - -- Existing Right of Way Exhibit -1 1 P a ;r, e c � Graphic Scale: Feet 0 25 50 100 150 200 250 300 50691059.3 Legend - Proposed Driveway Cut - - - - -- Existing Right of Way Road Extension Exhibit D -1 I P a cg e RESOLUTION 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 b. 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 athended. 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 Ov— day of A , 2014. CITY OF S TZ, T S Mayor ATT EST: e City Secretary (CITY SEAL) EXUIBIT DEVELOPMENT ENS' Gas Inc. AMENDMENT NO. 1 TO THE DEVELOPMENT AGREEMENT (GE OIL & GAS, INC.) This Amendment 1 to the Development Agreement is entered into to be effective as of the day of , 2016 (hereinafter called "Effective Date "), by and between the Schertz Economic Development Corporation, located in Guadalupe County, Texas (hereinafter called "SEDC "), a Texas non - profit corporation incorporated under the TEX. Loc. Gov. CODE chapters 501, 502 and 505 and the Texas Non -Profit Corporation Act, the City of Schertz, Texas (hereinafter called "City "), a Texas municipal corporation located in Guadalupe County, Texas and GE Oil & Gas Inc., a Delaware Corporation (hereinafter referred to as "Developer ", and collectively with City and SEDC, the "Parties "). WHEREAS, the PARTIES entered into a Development Agreement affective as of February 4, 2014; and, WHEREAS, the DEVELOPER has established an Existing Gross Payroll of $24,548,099 by March 04, 2014 for the two hundred twenty five (225) Full Time Jobs located at the property and are apart of the Project, in accordance with the Agreement; and WHEREAS, the DEVELOPER has completed the New Capital Investment of Eight Million and No /100 Dollars ($8,000,000) in accordance with the Agreement; and WHEREAS, by February 15, 2015, the DEVELOPER has created 271 Full -Time Jobs with a New Gross :Payroll of $30,516,658 which exceeds the minimum requirements for the 2014 . Calendar Year, in accordance with the Agreement; and WHEREAS, by February 15, 2016, the DEVELOPER has created 333 Full -Time Jobs with a New Gross :Payroll of $35,226,318 which exceeds the minimum requirements for the 2015 . Calendar Year, in accordance with the Agreement; and WHEREAS, the Development Agreement states that no amendment shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of the Parties; NOW, THEREFORE, for and in consideration of the premises and mutual covenants and promises set forth, the Parties hereby agree as follows: Section 5 Baseline and Reporting Requirements subsection 5.1.3 of the original Development Agreement is deleted in its entirety and replaced as follows: Amendments and Restatements of Section 5.1.3 DEVELOPER shall certify annually, no later than February 15 of each year, to the City the amounts of the Existing Gross Payroll and the New Gross Payroll maintained at the Property. Developer shall submit the Annual. Certification :Report as provided in Exhibit A (attached to this Agreement) in place of the Texas Employers Quarterly Wage Report. The City retains the right to request the Texas Employers Quarterly Wage Report from the DEVELOPER upon request. The timely and accurate submission of the Annual Certification Report and Texas Employers Quarterly Wage Reports shall be the responsibility of the DEVELOPER and each must be signed by the General Manager of the DEVELOPER. 2. No Other Amendment. Except as herein modified, the Development Agreement shall continue in full force and effect. Executed on this day of 2016. ATTEST: ATTEST: City Secretary APPROVED AS To FORM: . City Attorney CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION Tim Brown, President CITY OF SCHERTZ, TEXAS C John C. Kessel, City Manager Executed on this day of , 2016 By: _ Name: Title: APPROVED AS To FORM: Mm Exhibit A . , . , Annual Certification Report Reporting Period: January 1 to December 31, 20_ The Annual Certification Report for the Development Agreement between the City of Schertz, Texas, City of Schertz Economic Development Corporation and GE Oil & Gas Inc. and is due on February 15, 20_. Please sign and return the Annual Certification Report form with accompanying narrative. Project Information: 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 Jobs located at the Schertz facility during the calendar year? What is the total Existing Gross Payroll for the Schertz facility during the calendar year? What is the total New Gross Payroll for the Schertz facility during the calendar year? Narrative: A brief narrative explaining the current year's activities and /or any potential defaults has been provided? ❑ Yes ❑ No Employment: Total full -time employees: Total annual payroll: Number of full -time jobs added in past year: Number of employees that live in Schertz, Texas: Interested in being contacted about workforce training opportunities? ❑ Yes ❑ No Interested in being contacted for assistance with City permits? i I Yes ❑ No 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 the Development 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 GE Oil & Gas Inc. 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 GE Oil & Gas Inc. Name of Certifying Officer Certifying Officer's Title Phone Number 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 namel, 2M for GE Oil & Gas Inc., a Delaware Corporation, on behalf of said agency. Notary Public, State of Texas Notary's typed or printed name My commission expires The Annual Certification Report is to be completed, signed and returned on or before February 15, 20. Please send an original to the following address: Attention: Executive Director City of Schertz Economic Development Corporation 1400 Schertz Parkway, Bldg. No. 2 Schertz, TX 78154 Agenda No. 5 CITY COUNCIL MEMORANDUM City Council Meeting: May 3, 2016 Department: Planning and Community Development Subject: Ordinance 16 -A -10 Conduct a Public Hearing and consideration and /or action approving an Ordinance by the City Council of the City of Schertz, Texas, providing for the extension of the boundary lines of the City of Schertz, Texas by the annexation of approximately 4.138 acres of land located in the William Bracken Survey No. 74, Abstract No. 43, Bexar County No. 5056, and the W. S. Bennett Survey No. 75, Abstract No. 61, Bexar County No. 5057, located all in Bexar County approximately 3,000 feet east of the intersection of FM 1518 and Ray Corbett Drive. First Reading BACKGROUND In 2010 the City of San Antonio released 3,486 acres of its Extraterritorial Jurisdiction (ETJ) to the City of Schertz. City Council accepted the area into the City of Schertz ETJ. The subject property is currently located in the Extra Territorial Jurisdiction (ETJ) of the City of Schertz and is owned by City of Schertz. The City is proposing to construct an elevated water storage facility in this location to provide additional capacity for community growth. The subject property, if annexed, is being considered concurrently with the associated zoning request (ZC2016 -004). The zoning request will encompass the same land contained within the annexation ordinance. The request to zone the subject property Public Use District (PUB) which is intended to identify and provide for land owned or may be owned by the City, County, State or Federal Government or the School District; land that has been dedicated to the City for public use such as parks and recreation, and land designated and dedicated to the City as a greenbelt. On April 27, 2016 the Planning and Zoning Commission unanimously voted to forward a recommended to City Council that the property be zoned Public Use District (PUB). City Council Memorandum Page 2 Goal Annex land into the city boundaries in order to construct an elevated storage water tank. This land is owned by the City of Schertz Community Benefit Promote the safe, orderly, efficient development and ensure compliance with the City's vision of future growth. Summary of Recommended Action Approval of the first reading of the proposed ordinance. FISCAL IMPACT In accordance with Texas Local Government Code (LGC) Chapter 43 the City must provide services to the land on the effective date of the annexation. City of Schertz must provide police protection, fire protection, emergency medical services, operation and maintenance of streets, solid waste collection, water service and sewer service. Approval of the annexation Ordinance 16 -A -1.0 on first reading. ATTACHMENT Ordinance 1.6 -A -10 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, PROVIDING FOR THE EXTENSION OF THE BOUNDARY LINES OF THE CITY OF SCHERTZ, TEXAS BY THE ANNEXATION OF APPROXIMATELY 4.138 ACRES OF LAND LOCATED IN BEXAR COUNTY APPROXIMATELY 3,000 FEET EAST OF THE INTERSECTION OF FM 1518 AND RAY CORBETT DRIVE. WHEREAS, the Texas Local Government Code Section 43.021 authorizes a home -rule municipality to annex areas adjacent to its municipal limits according to rules as may be provided by the municipalities charter and not inconsistent with the procedural rules of Chapter 43 of the Texas Local Government Code; and WHEREAS, the City of Schertz (the "City ") home -rule charter provides that the City Council shall have the power by ordinance to annex territory lying adjacent to the City, with or without the consent of the owners or inhabitants thereof limited and controlled only by the applicable annexation laws of the State; and WHEREAS, the Land is owned by the City of Schertz, is located entirely within the extraterritorial jurisdiction of the City, is contiguous and adjacent to the corporate boundaries of the City and may be annexed pursuant to Chapter 43 of the Texas Local Government Code and the City home -rule charter; and WHEREAS, the City Council of the City of Schertz (the "City ") has determined that it should annex the territory described on Exhibit A attached hereto and made a part hereof (the "Land "); and WHEREAS; the City Council of the City finds that (i) the Land is suitable for municipal purposes and (ii) it is in the best interest of the City and the citizens and inhabitants thereof that the Land be annexed to and made a part of the City. JVE- .4 Section 1. The City hereby annexes the Land described in Exhibit A. Section 2. The Land shall be included within the City's corporate limits effective on the effective date of this Ordinance. 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 Ordinance 16 -A -10 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 Chapter 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 3RD of May, 2016. PASSED, APPROVED AND ADOPTED on final reading the 10th day of May, 2016. Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (SEAL OF THE CITY) Ordinance 16 -A -10 I Exhibit A "The Land" RIING19, INC. I -S00 332- Dq1. "? Ordinance 16 -A -10 nA ANTONIO, al b 762 t 7 (21Cl) 590-0W FAX, 6Yz, -4gio Web SAV : TWIF W F -1 1 -1 10927 Ordinance 16-A-10 FORD ENGINEERING. INC. for the katthewqtcrrr corner of this tract, front which a I irwh iron pi ibund for the pipe Northeastern corn r or flie said 0-289 acrc tTgct, the NorthAe&lern comer of that ce-ripfin 25 ()] act c t of land conveyed to Board. of 71"Ttvaca of the Schcrtz-Obolo-Universal City Inftendent School District in Voliunc. 14299, Pago 7of the Official Public R&cord,-; of Real PrcW, y of Boxar County, "Fexas bears, N 50114'22" F. — 72,97 feet-, THENCE- S 50'14'22' W— 3733 feet along the Southern lincof1hp mid 14,49ac-re tract, the Norflxrn line of the said 0.289 acre tract to, at % inch Iran cod with cap maA cd 'Tr f6wid 16r the F-asternmost comer of drat c 0.708 aciv tract of JmW miveyed to Board ol"Trust"S of the ich ilarsl lfrdi I City Independent ScImil District in Volume, 14-143, Page 1960 of the Official Public Record% of RLal Property of Elexar. county,'rexMI fm comer of this tract of land; T1JFNC.E: Along the Northern line (if Ac said O 709 acre tract, a litre of tire rent aii nder of dic said 14A9 acre tract, with a curve to the right having c Ddia to of MrIV24" a Radius of 3700 fect, an Are 1crqLh of 259-86 Ica and a (Arord beatinofS 9-3013"" W --'254.55 feet, to a!/5 inch iron Tx)d with ye[low plastic cap nwkod "Ford Eng Inca fbr a corner of the said (1.709 acre tract, as car of the rernainder of the said 14,.48 acre tract, for a cortrex of this tract 00=41- THE NC , E: N 76139'42" W — 63,74 feet cxxit[rluing 21cint The Niorthcna line of the said 0,309 acre tract, a line of dic reinainder of the said 14A5 acre tram to a 1% inch iron rod, wIlth yellow rAmile cap maTk-c01FqT-d Eng Inc" set for a cornerof the wWri 0.708 acre tract, a corner of the, remainder o.f the said 14.49 acre uract, for a cATmer of this tract of 1"XI-1 ,HEARINGS ARE BASED ON TIJE NOR TH AMERICAN DAIUM OF 19g.3 (CORS 19,9,6) FROM THE TEX4SSTATFPI-ANr COORMIN4TE T11-WASSOUTU CE ZONE. Rex I.- llacketf, RE J,.S-L-S. Registered Professional LandSurveyor Liuen NuttibLr 5573 1027 WYE, I'Alve, SUFF, 104, -,AN ANTDNVI,, T-EXA5 78217 1210! 590-4777 FAX 59G-4940 1-800-33213*9 10/e25 SlLe: www.fbrdetWnLehngera TWE No. F -1162 Ordinance 16-A-10 Ordinance 16 -A -10 Agenda No. 6 CITY COUNCIL MEMORANDUM City Council Meeting: May 3, 2016 Department: Planning and Community Development Subject: Ordinance No. 16 -S -11 — Conduct a Public Hearing and consideration and /or action approving an Ordinance by the City Council of the City of Schertz, Texas regarding a request to zone approximately 4.138 acres of land to Public Use District (PUB). The property is more specifically described as a portion of the William Bracken Survey No. 74, Abstract No. 43, Bexar County No. 5056, and the W.S. Bennett Survey No. 75, Abstract No. 61, Bexar County No. 5057, located all in Bexar County; located approximately 3,000 feet east of the intersection of FM 1518 and Ray Corbett Drive. First Reading This is a request to zone approximately 4.138 acres of land generally located 3,000 feet east of the intersection of FM 151.8 and Ray Corbett Drive to Public Use District (PUB). Public Use District (PUB) is intended to identify and provide for land owned or may be owned by the City, County, State or Federal Government or the School District; land that has been dedicated to the City for public use such as parks and recreation, and land designated and dedicated to the City as a greenbelt. The subject property is currently located in the Extra Territorial Jurisdiction (ETJ) of the City of Schertz and is owned by City of Schertz. The City is proposing to construct an elevated water storage facility in this location to provide additional capacity for community growth. The public hearing notice was published in "The Daily Commercial Recorder" on April 15, 2016 and the "Herald" on April 20, 2015. Six (6) public hearing notices were mailed to surrounding property owners within two hundred (200) feet of the subject property on April 1.6, 2016. . At the time of this report no reply form with responses have been received. City Council Memorandum Page 2 Comments and questions received at the April 27, 2016 Planning and Zoning Commission public hearing included clarification on the required legal notice requirements and sizing of the proposed elevated storage tank. Goal Zone approximate 4.138 acre tract of land to Public Use District (PUB). Community Benefit Promote safe, orderly, efficient development and ensure compliance with the City's vision of future growth. Summary of Recommended Action Staff reviewed the request for conformance with the Comprehensive Land Plan and the Future Land Use Plan (FLUP). The Future Land Use Plan (FLUP) designates the subject property for Mixed Use Neighborhood which is defined in the Comprehensive Land Plan as intended to accommodate the development of walkable neighborhoods within South Schertz in the vicinity of FM 1518 and Lower Seguin Road which includes various residential and live work uses. • Comprehensive Plan Goals and Objectives: The proposed rezoning request is generally in conformance with the goals and objectives of the Comprehensive Plan. In particular, the proposed zone change supports the goal to ensure adequate development of public facilities as well as upgrade public facilities and services in order to meet the challenges of growth. • Impact of Infrastructure: The proposed zone change will have an impact on the waste infrastructure system by providing additional capacity for community growth. • Impact of Public Facilities /Services: The proposed rezoning request should have a minimal impact on public services, such as schools, fire, police, parks and sanitation services. • Compatibility with Existing and Potential Adjacent Land Uses: The subject property is currently surrounded by undeveloped land, single family residential and agriculture uses which is currently consistent with the Comprehensive Land Use Plan. FISCAL IMPACT None RECOMMENDATION The Planning and Zoning Commission conducted the public hearing on April 27, 2016 and offered a recommendation of approval by a unanimous vote. City Council Memorandum Page 3 Staff recommends approval of Ordinance 16 -S -11 to zone the subject property to Public Use District (PUB). ATTACHMENT Ordinance No. 16 -S -11 ORDINANCE NO. 16 -S -11 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING THE OFFICIAL ZONING MAP BY ZONING APPROXIMATELY 4.138 ACRE TRACT OF LAND LOCATED APPROXIMATELY 3,000 FEET EAST OF THE INTERSECTION OF FM 1518 AND RAY CORBETT DRIVE TO PUBLIC USE DISTRICT (PUB). WHEREAS, an application to zone approximately 4.138 acres of land described in the Exhibit A and Exhibit B 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 conditions 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 "Conditions "); and WHEREAS, on April 27, 2016, the Planning and Zoning Commission conducted a public hearing and, after considering the Conditions, hereby makes a recommendation of approval of the zoning; and WHEREAS, on May 3, 2016 the City Council conducted a public hearing and after considering the Conditions 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 Public Use District (PUB). 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 Chapter 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 3rd day of May, 2016. PASSED, APPROVED AND ADOPTED on final reading the IOth day of May, 2016. Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (SEAL OF THE CITY) Exhibit A "The Property" 111 Tr Date: Deceftil r 5 2014 FIELD NOTES DF.S(-'R]'PIION 4,11M kcres 8' 1- 300. 332,3109 VkbSitu% TT °firNn 0,1162 A -1 mm lm� ter the Sautbomitcrn, conicr of this tract, from �sUcb a J inch iron pipc found for the Northeastern corm, of the mid 0-289 acm tract, the Northvmstem comer of that certain 25,Q I actc t of land conveyed to Id of TrustccA of Ilse Schertz-Oholo-Univem] Cily Indep, mdent Sclvjol District in Volu 14299, Pagc 7 of the, Official Public Rcivrd,,,, of Real Property of Boyar County, 1-eras hems N 50,'14'22" F — 72,97 fret; THENCE- S 5 4'2TW — J7.73 feet along the 'Southern line ofth c said 14.48, acre tract, the Nord m li m. of the said 0.289 ricre trart to as 1/2 inch iron rod with cap niaAed'TET" Ibmid fire the East mmoRt corner of iffiat certain 0.70 am tuct of land conveyed to, Board affrustccs of the fish tru-Cibula-Univemil City Independent &-hotA District in VolumG 14-343, Pa8c 1960 of the Officiall-lublic Records of Real Property of Bexar County, Team, for as corner of this n� .t or hand T,FWfNC,L- Along the Noehern line of Or ,� s-Aid 0,709acre tract, a lim of lite remajader of the said 14AS acre trael, With a curw to the rigjit having as Delta angle of 4W1412as"i a Radius of 370.00 fm, art .Ax length (if 259,86 Ica and a Chord bearmigof S 9301,1'W'W ­254.55 feet to a "44 inch iron Txid with yellow pl astic cap maAnd ITQFJ Frig Inn, set for a corner of the said 0,708, acre awt, as corner of the remainder of the said 14-0 acre tract, for a cormr of this tract of land; THENCE: N 76139'42" W — 6174 feet mitInuing along the Niorthcm line of the said 0.709 acre tract. a line of the remaindcr of the said 14A acre tract to a % inch iron rod with vellow jAastic cap mm—kcd IFqoJ Eng Inc" set fora cxaner of the said 0.708 acre, tract, a corner of the mmainder of the sold 14.49 We tract, for an corner of this tract of land-, A-2 HEARIAW ARE BASED ON THE NORTH AMERICAN DA TV M OF 1983 (COBS 1996) , FROM TUF TEXAS STA TF PIA NE COORPINA TE TEXASSOUTH CENTRAL ZONE. Rex L- Ilgickelf i S-T...S. Rogisteiv-d J�o -ssiomd Land Stwvc�w Licen.se Number 5 573 1092 7 ME 9191W, WHF, 10C ',AX A?4TD?4KI, TEXA5 78217 121U1 5W-4777 FAk 590-4M m Exhibit B "The Property" Agenda No. 7 CITY COUNCIL MEMORANDUM City Council Meeting: May 3, 2016 Department: Development Services Subject: Ordinance No. 16 -S -12 — Conduct a Public Hearing and consideration and /or action approving an Ordinance by the City Council of the City of Schertz, Texas on a request to rezone approximately 2.76 acres of land in the Verde Enterprise Business Park Planned Unit Development (PUD) Ordinance 07 -S- 14A to Planned Development District (PDD). The property is specifically Lot 1, Block 9 of the Verde Enterprise Business Park Unit 2 and is located at 17145 IH -35N in the City of Schertz, Guadalupe County, Texas. (First Reading) Blanco Business Center LP is proposing to rezone approximately 2.76 acres of land in the Verde Enterprise Business Park Planned Unit Development (PUD) Ordinance 07 -S -14A to Planned Development District (PDD). The Verde Enterprise Business Park PUD Ordinance 07 -S -14A was approved by City Council on March 6, 2007 to allow a mix of commercial and industrial uses. The request is to develop Lot 1, Block 9 of Unit 2 in the Business Park in accordance with the existing PUD Ordinance 07 -S -14A with a modification to the building setback adjacent to property located outside that is commercial or industrial. The public hearing notice was published in "The Daily Commercial Recorder" on April 15, 2016 and the "Herald" on April 20, 2016. Six (6) public hearing notices were mailed to surrounding property owners within two hundred (200) feet of the subject property on April 1, 2016. . No responses have been received. Goal Sattz Candlewood LLC is requesting to rezone the approximate 2.76 acres tract of land to modify the development standards to change the setbacks for buildings from a perimeter lot line outside of the Planned Development District from a minimum of 50' to a minimum of 20'. City Council Memorandum Page 2 Community Benefit It is the City's desire to promote safe, orderly, efficient development and ensure compliance with the City's vision of future growth. Summary of Recommended Action The subject property is an approximately 2.76 acre tract of land that is located on the north east corner of the intersection of Mid- Cities Parkway and IH -35. The property is currently undeveloped. The applicant is requesting to rezone the subject property to modify the development standards to change the setbacks for buildings from a perimeter lot line or property outside of the PUD from fifty foot (50') to twenty foot (20'). The subject property shall develop in accordance with the regulations of Ordinance 07-S- 14A except as follows: A.1 Building Setback All buildings shall have a setback of at least twenty feet (20') from a perimeter lot line of property outside of the PUD. [7.9A(c)]. Staff has reviewed the request and is of the opinion that that proposed zoning request will be compatible with the surrounding adjacent land uses. It is unclear why the PUD was written to have a greater setback adjacent to commercial or industrial uses when the current zoning of General Business (GB) for the adjacent property located outside the PDD has a minimum side yard setback of zero (0). FISCAL IMPACT None RECOMMENDATION The Planning and Zoning Commission conducted the public hearing on April 13, 2016 and offered a recommendation of approval by a unanimous vote. Staff recommends approval of the zoning request. ATTACHMENT Ordinance No. 16 -S -12 ORDINANCE NO. 16 -S -12 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AMENDING THE OFFICIAL ZONING MAP BY ZONING APPROXIMATELY 2.76 ACRES OF LAND THAT IS SPECIFICALLY LOT 1, BLOCK 9 OF THE VERDE ENTERPRISE BUSINESS PARK UNIT 2 AND IS LOCATED AT 17145 IH -35 N FROM PLANNED UNIT DEVELOPMENT (PUD) TO PLANNED DEVELOPMENT DISTRICT (PDD). WHEREAS, an application to rezone approximately 2.76 acres of land described in the Exhibit A and Exhibit B 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 conditions 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 "Conditions "); and WHEREAS, on April 13, 2016, the Planning and Zoning Commission conducted a public hearing and, after considering the Conditions, herby makes a recommendation of approval of the rezoning according to the development standards set forth in Exhibit C attached herein (the "Development Standards "); and WHEREAS, on May 3, 2016 the City Council conducted a public hearing and after considering the Conditions 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 Chapter 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 3rd day of May, 2016. PASSED, APPROVED AND ADOPTED on final reading the 10th day of May, 2016. Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (SEAL OF THE CITY) Exhibit A "The Property" In0.' s' ��.,,. `. � .� �,e._- �� - -. _ §```S30bS SaE 3ia U9 �r:A2ec, },. �•� 1 d ,pry � — —FO�rvo �ary Pry i y n�rva i m BI.GK 9 4FQ1 10 Sf FI.E LO + xaas um=-- k f w . H -. , Y aoaw MORE �o- 7e.' t c zaysn• 2i .« o t 1 I s, Paa� �«m µ o-, OWL . mI macr +s a€.c a+wc 3? "°"� •"`•`°• •,"•P• Mt, 1�/.. mwa11 aaw r F i K P.€�awe TMa c�aricw.w�c Exhibit B "The Property" Exhibit C "The Development Standards" The subject property will develop in accordance with the regulations of Ordinance 07 -S -14A except as follows: IV. AMENDMENTS TO COMMERCIAL AREA DEVELOPMENT STANDARDS A.1 Building Setback All buildings shall have a setback of at least twenty feet (20') from a perimeter lot line of property outside of the PUD. [7.9A (c)]. I►/ I W►/ [sT7_11 0 11001 City Council Meeting: Department: Subject: Informational Item 11 May 3, 2016 Economic Development Amazon.com 2015 Property Tax Grant according to the Economic Development Incentive Agreement History: In 2012, the City Council approved an Economic Development Incentive Agreement among the City of Schertz, the City of Schertz Economic Development Corporation, Guadalupe County, and Amazon.com.kydc, LLC. ( "Amazon ") (the "Agreement "). The Agreement includes the Property Tax Grant and Sales Tax Grant which are two annual incentives that Amazon may qualify to receive. Property Tax Grant: Under the Agreement and subsequent amendments, the City agreed to provide six (6) annual Property Tax Grants worth 70% for the first three years and 60% for the final three years on all property taxes paid. In consideration, Amazon agreed to construct a 1,261,980 square foot facility, create $166 million of New Investment, maintain at least $1.25 million of Taxable Property, and employ at least 380 full -time employees with at minimum. Annual Payroll of at Least $12 million. On April 15, 2016, Amazon reported its compliance to the Agreement. Amazon has paid all real and personal property taxes for the 2015 calendar year (Exhibit A). As part of the Annual Development Incentive and Compliance Report, Amazon reported that it had (Exhibit B): • Maintained its operations in Schertz according to the Agreement. Employed an average of 766 Full -Time Jobs through the year including 454 Full - Time Jobs on January 1, 2015 and 906 Full -Time Jobs on December 31, 2015. The number of Full -Time Jobs exceeds the minimum requirement of 380. • Paid $20,330,653 in Annual Payroll which is beyond the minimum Annual Payroll of $12,000,000. • Reported $140,609,160 in Taxable Property which is beyond the minimum Taxable Property threshold of $125,000,000. Sales Tax Grant: The Agreement provides a Sales Tax Grant if Amazon generates at least $100 million in Project Taxable Sales for the calendar year. In 2015, Amazon did not generate sufficient Project Taxable Sales so they did not qualify for the 2015 Sales Tax Grant. FISCAL IMPACT Amazon paid $716,721.63 in property taxes to the City of Schertz for the 2015 calendar year. As part of the 2015 Property Tax Grant, Amazon will receive a rebate of $486,377.79 and the City will receive $230,343.84. The 2015 Property Tax Grant will be paid by May 30, 2016 from the City's General Fund as budgeted in the City's FY 2015- 16 budget. The methodology outlined in the Agreement was used to calculate the 2015 Property Tax Grant and includes the following: • 2015 Property Tax Grant = New Ad Valorem Taxes * 2015 Schertz tax rate * Year 2 grant percentage • The New Ad Valorem Tax value equals $141,483,489.00 which was calculated by adding $63,525,409.00 in real property and $82,416,686 personal property and subtracting a base value of $4,458,606.00 • The 2015 Schertz tax rate was $0.4911 per $100 of taxable investment o The Year 2 grant percentage was 70% • Calculation: 141,483,489.00 * 0.4911% * 70% _ $486,377.79 STAFF RECOMMENDATION Staff has evaluated the Agreement and found that Amazon is compliant for the 2015 tax year. Staff recommends that the City Council authorize the reimbursement in accordance with the Agreement and pay $486,377.79. ATTACHMENT(S) Exhibit A: Statements of Account • Amazon.com.kydc LLC — Quick Reference ID: P331247 Machinery and Equipment • Amazon.com.kydc LLC — Quick Reference ID: P331248 Inventory • US Real Estate LP — Quick Reference ID: R31780 Land • US Real Estate LP — Quick Reference ID: 8677781 Improvements Exhibit B: 2015 Annual Development Incentive Compliance and Certification Report • Annual. Development Incentive Compliance and Certification Report • Attachment A — 2015 Local Sales & Use Tax • Attachment B — Narrative Exhibit A Statement of Accounts 02003 Tyler Technologies, Inc. QUickReflD: P331247 Issue Date: 4/5/2016 Page 1 of 1 Statement Of Account Issue Date : 4/5/2016 Office. of Tavie Murphy flax Assessor - Collector This is a statement of taxes paid and due as of 4/5/2016 based upon the tax Guadalupe Tax Office records of the Office of Tavie Murphy Tax Assessor - Collector. 307 W. Court This document is not a tax certificate and does not absolve a taxpayer from tax Seguin, TX 78155 Ph: (830) 379 -2315 Fax: (830) 303 -3421 liability in any way. Should this document be found to be in error, it may be corrected by the collections office. Responsibility to pay taxes remains with the taxpayer as outlined in the Texas Property Tax Code. Property Information i I Owner Information Property ID : 700002- 0295 - 00010 -3 -14 Owner ID : 00164274 Quick -Ref ID : P331247 Value Information AMAZON.COM.KYDC LLC Land HS $0 00'', PROPERTY TAX DEPT 5900 MID - CITIES PKWY Land NHS $0.00', P O BOX 81207 SCHERTZ 78154 Imp HS $0 00, SEATTLE, WA 98108 Imp NHS $0.00 MACHINERY & EQUIPMENT Ag Mkt $0.00', Ownership: 100.00% LOCATED @ 5900 MID Ag Use $0.00 CITIES PKWY SCHERTZ TX Tim Mkt $0.00' 78154 Tim Use $0.00 HS Cap Adj $0.00', Assessed $54,511,055.', Entity Year Tax Discount P &I Atty'Fee TOTAL i CSC 2015 267 703.79 0.00 0.00 0.00 0.00 GGU 2015 180,48611 000 000 ^ 0.00 0.00 RLT 2015 29,435.97 0.00 0.00 0.00 0.00 SCS ! 2015 812,214.72 0.00 0.00 0.00 0.00 Total for current bills if paid by 4/30/2016: $0.00 Total due on all bills 4/30/2016: $0.00 2015 taxes paid for entity CSC $267,703.79 2015 taxes paid for entity GGU $180,486.11 2015 taxes paid for entity RLT $29,435.97 2015 taxes paid for entity SCS $812,214.72 2015 Total Taxes Paid : $1,289,840.59 Date of Last Payment : 12/18115 02003 Tyler Technologies, Inc. QUickReflD: P331247 Issue Date: 4/5/2016 Page 1 of 1 02003 Tyler Technologies, Inc. QUickReflD: P331248 Issue Date: 4/5/2016 Page 1 of 1 Statement Of Account Issue Date : 4/5/2016 Office of Tavie Murphy Tax Assessor - Collector This is a statement of taxes paid and due as of 4/5/2016 based upon the tax Guadalupe Tax Office records of the Office of Tavie Murphy Tax Assessor - Collector. 307 W. Court This document is not a tax certificate and does not absolve a taxpayer from tax Seguin, TX 78155 Ph: (830) 379 -2315 Fax: (830) 303 -3421 liability in any way. Should this document be found to be in error, it may be corrected by the collections office. Responsibility to pay taxes remains with the taxpayer as outlined in the Texas Property Tax Code. i Property Information Owner Information Property ID : 700002- 0295 - 00030 -3 -F1 Owner ID : 00164274 Quick -Ref ID : P331248 Value Information AMAZON.COM.KYDC LLC Land HS $0.00 PROPERTY TAX DEPT 5900 MID - CITIES PKWY Land NHS $0.00', P O BOX 81207 SCHERTZ 78154 Imp HS $0.00', SEATTLE, WA 98108 Imp NHS $0.00 INVENTORY LOCATED @ Ag Mkt $0.00', Ownership: 100.00% 5900 MID CITIES PKWY Ag Use $0.00 SCHERTZ TX 78154 Tim Mkt $0.00' Tim Use $0.00' HS Cap Act $0.00', Assessed $96,226,315.' Entity Year Tax Discount P &I AttyiFee TOTAL CSC 2015 137 044.56 0.00 0.00 0.00 000 GGU 2015 92,395 55 0.00 0.00 0.00 0.00 RLT 2015 15,069 04 0.00 ? 0.00 0.00 0.00 SCS I 2015 I 415,793.90 ! 0.00 0.00 ' 0.00 0.00 Total for current bills if paid by 4/30/2016: $0.00 Total due on all bills 4/30/2016: $0.00 2015 taxes paid for entity CSC $137,044.56 2015 taxes paid for entity GGU $92,395.55 2015 taxes paid for entity RLT $15,069.04 2015 taxes paid for entity SCS $415,793.90 2015 Total Taxes Paid : $660,303.05 Date of Last Payment : 12/18115 02003 Tyler Technologies, Inc. QUickReflD: P331248 Issue Date: 4/5/2016 Page 1 of 1 02003 Tyler Technologies, Inc. QUickReflD: R31780 Issue Date: 4/5/2016 Page 1 of 1 Statement Of Account Issue Date : 4/5/2016 Office of Tavie Murphy Tax Assessor-Cot lector This is a statement of taxes paid and due as of 4/5/2016 based upon the tax Guadalupe Tax Office records of the Office of Tavie Murphy Tax Assessor - Collector. 307 W. Court This document is not a tax certificate and does not absolve a taxpayer from tax Seguin, TX 78155 Ph: (830) 379 -2315 Fax: (830) 303 -3421 liability in any way. Should this document be found to be in error, it may be corrected by the collections office. Responsibility to pay taxes remains with the taxpayer as outlined in the Texas Property Tax Code. i Property Information Owner Information ' Property ID : 1G3383-1509-00400-0-00 Owner ID : 00154424 Quick -Ref ID : R31780 Value Information US REAL ESTATE L P Land HS $0 00', USAA REAL ESTATE CO 6000 SCHERTZ PARKWAY Land NHS $5,332,935.00', ATTN: DAVID J BUCK MANAGING SCHERTZ 78154 Imp HS $0.00', DIRECTOR Imp NHS $0.00 9830 COLONNADE BLVD STE 600 VERDE ENTERPRIS BUS Ag Mkt $0.00 SAN ANTONIO, TX 78230 PARK #15 BLK: 9 LOT: 4 ''AMAZON'' Ag Use $0.00 Ownership: 100.00% 96.06 ACS Tim Mkt $0.00' Tim Use $0.00' HS Cap Act $0.00', Assessed $5,332,935.00', Entity Year Tax Discount P &I AttyiFee TOTAL CSC 2015 26,190.04 0.00 0.00 0.00 000 GGU 2015 17,657.35 0.00 0.00 0.00 0.00 RLT 2015 2,879 78 0.00 '' 0.00 0.00 0.00 !' SCS 2015 I 79 460.73 0.00 0.00 ' 000 0.00 Total for current bills if paid by 4/30/2016: $0.00 Total due on all bills 4/30/2016: $0.00 2015 taxes paid for entity CSC $26,190.04 2015 taxes paid for entity GGU $17,657.35 2015 taxes paid for entity RLT $2,879.78 2015 taxes paid for entity SCS $79,460.73 2015 Total Taxes Paid : $126,187.90 Date of Last Payment : 01/20116 02003 Tyler Technologies, Inc. QUickReflD: R31780 Issue Date: 4/5/2016 Page 1 of 1 02003 Tyler Technologies, Inc. QUickReflD: R677781 Issue Date: 4111/2016 Page 1 of 1 Statement Of Account Issue Date : 4/11/2016 Office of Tavie Murphy Tax Assessor - Collector This is a statement of taxes paid and due as of 4/11/2016 based upon the tax Guadalupe Tax Office records of the Office of Tavie Murphy Tax Assessor - Collector. 307 W. Court This document is not a tax certificate and does not absolve a taxpayer from tax Seguin, TX 78155 Ph: (830) 379 -2315 Fax: (830) 303 -3421 liability in any way. Should this document be found to be in error, it may be corrected by the collections office. Responsibility to pay taxes remains with the taxpayer as outlined in the Texas Property Tax Code. i Property Information Owner Information Property ID : 700002- 1029 - 00010 -4 -13 Owner ID : 00151309 Quick -Ref ID : R677781 Value Information US REAL ESTATE LP Land HS $0 00', DBA USAA REAL ESTATE CO 5900 MID - CITIES PKWY Land NHS $0.00', 9830 COLONNADE BLVD SUITE 600 SCHERTZ Imp HS $0.00', SAN ANTONIO, TX 78230 Imp NHS $58,192,474 IMPROVEMENT LOCATED Ag Mkt $0.09 Ownership: 100.00% @ 5900 MID - CITIES PKWY Ag Use $0.00 SCHERTZ TX Tim Mkt $0.00' Tim Use $0.00 HS Cap Act $0.00', Assessed $58,192,474.' Entity Year Tax Discount P &I Atty Fee TOTAL CSC 2015 285,783.24 0.00 0.00 0.00 0.00 GGIJ 2015 192 675.28 0.00 0.00 0.00 0.00 RLT 2015 31,423.94 0.00 0.00 0.00 0.00 -' SCS 2015 867,067.86 0.00 0.00 0.00 000 Total for current bills if paid by 4/30/2016: $0.00 Total due on all bills 4/30/2016: $0.00 2015 taxes paid for entity CSC $285,783.24 2015 taxes paid for entity GGU $192,675.28 2015 taxes paid for entity RLT $31,423.94 2015 taxes paid for entity SCS $867,067.86 2015 Total Taxes Paid : $1,376,950.32 Date of Last Payment : 01/20/16 02003 Tyler Technologies, Inc. QUickReflD: R677781 Issue Date: 4111/2016 Page 1 of 1 Exhibit B 2015 Annual Development Incentive Compliance and Certification Report DocuSign Envelope ID: FDE905DF- 5DEB- 4CBC- BC46- EA04AF588A00 Annual Development Incentive Compliance and Certification Report Reporting Period: January 1 to December 31, 2015 Project Informatton: Project Name: SAT1 Address of Project subject to Incentive: 6000 Schertz Parkway, Schertz, TX 78154 Property Owner: USAA - US Real Estate Limited Partnership Company Name: Amazon.COm.kydCLLC Project Contact: Eric Murray Title: Sr Manager Economic Development Telephone: 202- 763 -5024 Email: murrayem amazon.com Employment: Employed undocumented workers at the project? Yes No Average Number of Full -Time Jobs located at the Project during the 2015 Calendar Year 766 Number of Full -Time Jobs located at Project on January 1, 2015= 454 Number of gull -Time Jobs located at Project on December 31, 2015: 906 Wages: Total Annual Payroll with respect to Full -Time Jobs located at the Project for the 2014" Calendar Year: $20,330,653 Real Property: 2015 appraised ad valorem tax value — land (Property 1D 64735): $ 5,332,935 2015 appraised ad valorem tax value — improvements (Property ID 149870): $ 58,192,474 Personal Property: 2015 appraised ad valorem tax value — machinery, equipment, and other business personal property (Property ID 153094): $ 54.511 .Q5_5 2015 appraised ad valorem tax value — inventory (Property ID 153095): $.96,226_315 ($27,905,631 taxable) Annual Development Incentive Compliance and Ceatification Report Page 1 of 2 DocuSign Envelope ID. FDE905DF- 5DEB- 4CBC- BC46- EA04AF588AOO Total Project Taxable Sales for Calendar Year 2015: $ Please see Attachment A. Copies of the sales tax reports filed with the corresponding receipts received from the Texas Comptroller for each of the reporting periods within the Calendar Year showing that the Project Sales Taxes for each reporting period have been paid in full and received by the Texas Comptroller, which reports and receipts may be redacted to remove information not related to the project or the Property (each a "Comptroller Receipt ") Brief narrative Highlighting the progress and status of the Project If applicable, a statement addressing any failure to meet requirements of the Incentive Agreement and a plan for rectification. Please see Attachment B. 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 (AMAZON.COM.KYDC LLC). I further certify that the representations and warranties of Developer contained within the Agreement remain true and correct as of the date of this Certification, and Amazon.com.kydc LLC remakes those representations and warranties as of the date hereof. I understand that this Certificate is being relied upon by the City and SEDC in connection with the expenditure of public funds. I have the authority to sign this Certificate on behalf of Amazon.com.kydc LLC. Michael Grella Vice President Name of Certifying Officer Certifying Officers Title 770 -508 -0208 206- 266 -6009 ".Number Fax Number fttC6a a April 13, 2016 Signature of Certifying Officer Date The following Annual Development Incentive and Compliance Report has been amended form its original form and approved as part of Amendment No. 2 to the Economic Development Agreement. Please sign and return an original to the following: City of Schertz Economic Development Corporation Guadalupe County Commissioner's Court 1400 Schertz Parkway, Bldg. No. 2 Guadalupe County Justice Center Schertz, TX 78154 211 West Court Street Seguin, TX78155 Annual Development Incentive Compliance and Cedifieation Report Page 2 ail Attachment B AMAZON.COM.KYDC, LLC Brief Narrative Highlighting The Progress and Status of the Project City of Schertz and Guadalupe County Annual Development Incentive Compliance and Certification Reports Section IX —Additional Information Brief Narrative Highlighting the Progress and Status of the Project After originally opening in September 2013, Amazon.com.kydc LLCs 5AT1 facility began a comprehensive retrofit in February 2014 in order to incorporate robotic technology. The planned improvements were completed in October 2014, with a certificate of occupancy issued in September 2014. As of December 31, 2015, the facility represented a cumulative taxable property value of $140,609,160 and employed 906 Full Time employees. A formal launch event occurred on April 17, 2015, after which the facility was deemed to be fully operational and the project was completed. ATTACHMENT A Summary of local sales and use tax from January 2015 through 12/31/15 January February March April May June July August September October November December Totals 2015 Local Sales & Use Tax 2015 Amount Subject to Local Tax $47,240.00 $56,361.00 $55,047.00 $54,598.00 $41,739.00 $6,729.00 $37,044.00 $93,990.00 $264,316.00 $92,058.00 $22,006.00 $231,613.00 1,002,741.00 Jurisdiction Guadalupe County 0.0050 Tax Rate $236.20 $281.81 $275.24 $272.99 $208.70 $33.65 $185.22 $469.95 $1,321.58 $460.29 $110.03 $1,158.07 ,013.71 City of Schertz 0.0150 Tax Rate $ 708.60 $845.42 $825.71 $818.97 $626.09 $100.94 $555.66 $1,409.85 $3,964.74 $1,380.87 $330.09 $3,474.20 $15,041.12