Loading...
04-02-2019 Agenda with backupMEETING AGENDA City Council REGULAR SESSION CITY COUNCIL April 2, 2019 HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS 1400 SCHERTZ PARKWAY BUILDING #4 SCHERTZ, TEXAS 78154 City of Schertz Core Values Do the right thing Do the best you can Treat others the way you would want to be treated Work together cooperatively as a tea.. Opening Prayer and Pledges of Allegiance to the Flay of the United States and State of Texas. (Councilmember Gutierrez) Presentation • Proclamation recognizing Child Abuse Prevention & Awareness Month • Proclamation recognizing National Crime Victims' Rights Week • Proclamation recognizing National Sexual Assault Awareness and Prevention Month • Proclamation recognizing April as the Month of the Military Child and Purple Up for Military Kids Day New Employee Recognition • Police: Michael Barlow, Scott Carlson, Police Cadets; Melissa Fleck, Records Specialist; Gary Medina, Communications Officer; Marc Yamazi, Code Enforcement Officer; Nicole Hansen, Animal. Services Officer; Noelle Monserrate and Ashley Draughon, Kennel Techs • EMS: Matthew Short, Adam Rohach, Christopher Wienke, Amy Anderson — EMS Paramedics; Toby Green, EMT: Erica Abellas, EMS Administrative Assistant • Public Works: Christopher Griffey, Drainage Worker 1 City Events and Announcements • Announcements of upcoming City Events (B. James /S. Gonzalez) • Announcements and recognitions by the City Manager (M. Browne) • Announcements and recognitions by the Mayor (M. Carpenter) Hearing of Residents 4 -2 -2019 Council Agenda 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 Couneilmember. 1. Minutes — Consideration and /or action regarding the approval of the minutes of the regular meeting of March 26, 2019. . (B. Dennis) 2. Resolution No. 19 -R -33 Consideration and/or action approving a Resolution authorizing EMS debt revenue adjustment, Utility Billing debt revenue adjustments and Schertz Magazine debt revenue adjustments for certain inactive outstanding receivables. (B. James /J. Walters /R. Rosales /J. Mabbitt /L. Klepper) 3. Resolution No. 19 -R -44 - Consideration and /or action approving a Resolution accepting the appraised value offer of the Texas Department of Transportation (TxDOT) to acquire a parcel of land needed for the FM 1518 expansion project, and other matters in connection therewith. (B. James /K. Woodlee) 4. Resolution No. 19 -R -45 — Consideration and /or action approving a resolution authorizing expenditures with Metro Fire totaling no more than $72,000.00 for Firefighting Supplies and Equipment during the 2018 -2019 Fiscal. Year and other matters in connection therewith. (B. James /K. Long) Discussion and Action Items 5. Resolution No. 19 -R -46 - Consideration and /or action approving a Resolution authorizing a program and expenditures of funds for the Economic Development Performance Agreement between the City of Schertz Economic Development Corporation and Schertz 31.2, LLC. (M. Browne /K. Kinateder) Roll Call Vote Confirmation Requests and Announcements • Announcements by the City Manager. 4 -2 -2019 City Council Agenda Page - 2 - • Requests by Mayor and Councilmembers that items be placed on a future City Council agenda. • Announcements by Mayor and Councilmembers • City and community events attended and to be attended • City Council Committee and Liaison Assignments (see assignments below) • Continuing education events attended and to be attended • Recognition of actions by City employees • Recognition of actions by community volunteers 6. Information available in City Council Packets - NO DISCUSSION TO OCCUR • Committee of Committees written update (B. James) • Aquatic Center Appreciation email (M. Browne) • Monthly update on major projects in progress /CIP (B. James /K. Woodlee /J. Harshman) Closed Session 7. City Council will meet in closed session under Section 551.087 of the Texas Government Code, Deliberation Regarding Economic Development Negotiations; Closed Meeting. The governmental body is not required to conduct an open meeting (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect. - Project E -052 - Project E -053 Reconvene into Regular Session 7a. Take any action based on discussions held in closed session under Agenda Item 7. Roll Call Vote Confirmation Adjournment CERTIFICATION I, GAYLE WILKINSON, DEPUTY 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 MARCH 2019 AT 4:00 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. r-tAYLE Wf L1< f NSDN 4 -2 -2019 City Council Agenda Page - 3 - Gayle Wilkinson, Deputy City Secretar 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 , 2019. 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 closed session at any time during the course of this meeting to discuss any of the matters listed above, as authorized by the Texas Open Meetings Act. Closed Sessions Authorized: This agenda has been reviewed and approved by the City's legal counsel and the presence of any subject in any Closed Session portion of the agenda constitutes a written interpretation of Texas Government Code Chapter 551 by legal counsel for the governmental body and constitutes an opinion by the attorney that the items discussed therein may be legally discussed in the closed portion of the meeting considering available opinions of a court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to this agenda with the intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and the meeting is conducted by all participants in reliance on this opinion. COUNCIL COMMITTEE AND LIAISON ASSIGNMENTS Mayor Carpenter Councilmember Scagliola — Place 5 Main Street Committee Interview Committee for Boards and Commissions - Alternate Hal Baldwin Scholarship Committee Schertz- Seguin Local Government Corporation Cibolo Valley Local Government Corporation - Alternate Councilmember Davis— Place 1 Councilmember Gutierrez — Place 2 Audit Committee Audit Committee Schertz Housing Authority Board Investment Advisory Committee Interview Committee for Boards and Interview Committee for Boards and Commissions Commissions Main Street Committee — Chair TIRZ 11 Board Councilmember Larson — Place 3 Councilmember Edwards — Place 4 Main Street Committee — Vice Chair Interview Committee for Boards and Commissions Cibolo Valley Local Government Corporation Main Street Committee Councilmember Heyward — Place 6 Councilmember Brown — Place 7 Schertz Animal Services Advisory Commission Audit Committee Investment Advisory Committee Schertz- Seguin Local Government Corporation - Alternate 4 -2 -2019 City Council Agenda Page - 4 - Agenda No. 1 C X111 &WOL11"LlusIady1DIU to] 710 Rod 1 City Council Meeting: April 2, 2019 Department: Subject: BACKGROUND City Secretary Minutes The City Council held a Regular City Council meeting on March 26, 2019. FISCAL IMPACT None RECOMMENDATION Staff recommends Council approve the minutes of the regular meeting of March 26, 2019. ATTACHMENTS Minutes of the regular meeting of March 26, 2019. MINUTES REGULAR MEETING March 26, 2019 A Regular Meeting was held by the Schertz City Council of the City of Schertz, Texas, on March 26, 2019, . at 6:00 p.m. in the Hal Baldwin Municipal Complex Council Chambers, 1.400 Schertz Parkway, Building #4, Schertz, Texas. The following members present to -wit: Mayor Michael Carpenter Councilmember Mark Davis Councilmember Scott Larson Councilmember David Scagliola Staff Present: Assistant City Manager Brian. James City Secretary Brenda Dennis Assistant to the City Manager Sarah Gonzalez to Order — Mayor Carpenter called the regular meeting Texas. (Councilmember Councilmember Davis p Flags of the United State Presentation • Introduction of t Carpenter) Student Mayors - Ben Longhway Student Counciln 7th Grade Santan, Mayor Pro -Tem Allison Heyward Councilmember Ralph Gutierrez Councilmember_ Cedric Edwards Councilmember Tim Brown City Manager Dr. Mark Browne City Attorney Daniel Santee Deputy City Secretary Gayle Wilkinson at 6:03 p.m. Flats of the United States and State of followed by the Pledges of Allegiance to the and Student Councilmembers for the Day. (Mayor Jr. High, 8th Grade Ellis Campbell and Corbett Jr. High, 8th Grade mbers — Dobie Jr. High, 7th Grade Mia Rodriguez and Corbett Jr. High, Lockear Mayor Carpenter recognized City Secretary Brenda Dennis who provided information regarding the program. Ms. Dennis thanked all those involved in the success of the meeting. Student Mayors and Student Councilmembers for the day introduced themselves and provided information on what they observed and learned. Mayor Carpenter and City Manager Dr. Mark Browne presented each student with a certificate and plaque. 03 -26 -201.9 Minutes Page - 1 - • Presentation and update from Guadalupe Regional Medical Center — Prescription Assistance Report. (B. James /J. Riggs) Mayor Carpenter recognized Dr. Jerry Riggs who provided the report for September 1, 2018 through February 28, 2019. Mayor and Council thanked Dr. Riggs for their work with the Prescription Assistance Program. City Events and Announcements • Announcements of upcoming City Events (B. James /S The following announcement were provided: Friday, March 29 Movie in the Park - Featuring "HOP" 7:00 pm Wendy Swan Memorial Park 4601 Cherry Tree Drive Come along as E.B., the Easter Bunny's teenage soy become a drummer in a rock 'n' roll band. Will E.1 Find out and join us for the first Music and Movies in Friday, March 29 — 30 Read Before — Book Store Book Sale 10:00 am tc Schertz Public Library - 798 Schertz Parkway It's the Spring Book Sale. Fill up a bag for $4.00 City Council Friday, April 5 City Council Pre- Budget Retreat 830 am Schertz-Cibolo- Universal City (SCUC) ISD Board Room 1030 Elbel Road, Schertz :) Hollywood, determined to fame over family tradition? series event of 2019 . be provided) Sunday, April 7 Movin On Main Noon to 4:00 pm Schertz Main Street Fitness demos, exercise stations, cycle route, live music, health and wellness vendors, food and refreshments, and much more! Mr. James announced that former City Manager and City Employee Mark Marquez passed away last week, and the services will be held on April 3, 2019 at 11:30 a.m. at the Schertz Funeral Home. Our condolences to the family members. • Announcements and recognitions by the City Manager (M. Browne) 03 -26 -201.9 Minutes Page - 2 - Dr. Browne had several recognitions as listed below: Business Retention Manager J. Kolbe was recognized for her work on the Employment Fair. She also wanted to recognize other staff members, the Civic Center, Economic Development, Public Affairs, and Public Works for their hard work. Police Officer Amanda Catoe successfully intervened in a life crisis event using good communication skills. Police Officers Jeff Krivacka and Dallas Hopper for a shooting victim. Police Officers Michael Rapier, Shawn O'Lear, lifesaving aide at the scene of a major accident. • Announcements and recognitions by the Mayor Carpenter also provided the service Marquez. Hearing of Residents Mayor Carpenter gave an • Mr. Brent Bolter, 2633 Clo Council on February 5th be • Mr. Dana Eldridge, 2628 G doing just what the old one He would also like the city • Mr. Michael Paul, 9123 Ea Response Team that he is a solicitation of funds for his • Mr. Mark Roberts, 4300 'Sr buildings; with an emphasis for re with life saving measures Adam Samanieao. rendered former City Manager Mark Tex Brook Lane commented on his remarks made to City ing interpreted as "bullying ". illant Fox Drive received his new water meter and stated it is did. Questioned the $50.00 fee for not using the new meter. )f Schertz to bring restaurants in. y Street who spoke regarding the Community Emergency member /president of and how he has received citations for organization in the city of Schertz. anish Oaks who spoke regarding building facades for new on stucco. Mayor Carpenter moved to Workshop #2 to allow Ms. Fraser to arrive. Workshops • Workshop discussion /possible action regarding the extension of FM 3009 to S. FM 78. (B. James /J. Nowak) Mayor Carpenter recognized City Engineer John Nowak who provided information regarding the extension of FM 3009 to S. FM 78. Mr. Nowak provided several suggested route options for extension. Mr. Nowak addressed questions from Council. Mayor and 03 -26 -201.9 Minutes Page - 3 - Council agreed with staff to start looking at a plan and include TxDOT in workshops about the region, also noted that the MPO did not have this as a priority for a realignment project. • Resolution 19 -R -35 - CAFR FY2017 -18 - Presentation and consideration and /or action approving a Resolution authorizing the approval of the Comprehensive Annual Financial Report — CAFR Fiscal Year 2017 -2018. (B. James /J. Walters /D. Fraser) The following was read into record: RESOLUTION NO. 19 -R -35 A RESOLUTION BY THE CITY COUNCIL OF AUTHORIZING THE APPROVAL OF TIl FINANCIAL REPORT FOR FISCAL YEAR 20 CONNECTION THEREWITH Mayor Carpenter recognized Finance Director lames W Debra Fraser with Armstrong Vaugh & Associates Annual Financial report for fiscal year 2017 -18 ider comments and other information in the document as Council. �ITY OF SCHERTZ, TEXAS )MPREHENSIVE ANNUAL AND OTHER MATTERS IN k7twel Auditor irovided the Comprehensive g areas of the current year as answered questions from Mayor Carpenter recognized Councilmember Edwards who moved seconded by Councilmember Davis to approve Resolution No. 19 -R -35. The vote was unanimous with Mayor Pro -Tern Heyward, Couneilmembers Davis, Gutierrez, Larson, Edwards, Scagliola and Brown voting yes and no one voting no. Motion passed. • Workshop discus annexation develc Mayor Carpenter information on th Schertz and Soul reviewed develol Council. Mayor agreements whicl Mayor Carpenter move Consent Agenda Items action regarding annexation and the associated delayed ents. (B. James /L. Wood) sized Planner 1 Nick Koplyay who introduced this item providing s current Development Agreements of 2010 and 2011 . for Northern . ;chertz which will be coming due in 2020 and 2021 as well as agreement challenges. Mr. Koplyay addressed questions from ouncil agreed to proceed with annexations of the development ;ned and will be coming due. to the consent and discussion section of the agenda. Mayor Carpenter read the following consent agenda items: 1. Minutes — Consideration and /or action regarding the approval of the minutes of the regular meeting of March 12, 2019 and minutes of the special meeting of March 19, 2019. (B. Dennis) 03 -26 -2019 Minutes Page - 4 - The following was read into record: Approval of the minutes of the regular meeting of March 12, 2019 and minutes of the special meeting of March 19, 2019. 2. Ordinance No. 19 -S -10 — Consideration and /or action approving an Ordinance on a request to rezone approximately 2.5 acres of land from Pre - Development District (PRE) and General Business District (GB) to General Business District (GB), located at 6485 IH- 35, City of Schertz, Comal County, Texas. Final Reading (B.. James /L. Wood/N. Koplyay) The following was read into record: ORDINANCE NO. AN ORDINANCE BY THE CITY TEXAS APPOVING A REQUEST OF LAND FROM PRE- DEVELO BUSINESS DISTRICT (GB) T LOCATED AT 6486 IH -35, CITY FINAL READING. 3. Ordinance No. request for a Sr approximately 2. Texas. Final Rec The following 19 -S -11 — Consider, -cific . Use Permit to > acres of ,land, local ling (B. Jaynes /L. We s read into record: t '1 COUNCIL OF THE CITY OF SCHERTZ, TO REZONE APPROXIMATELY 2.5 ACRES PMENT DISTRICT (PRE) AND GENERAL O GENERAL BUSINESS DISTRICT (GB), OF SCHERTZ, COMAL COUNTY, TEXAS - end /or action approving an Ordinance on a an Automobile Repair, Major ]and use on 6485 IH -35, City of Schertz, Comal County, Koplyay) NO. 19 -S -I1. AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS TO APPROVE A SPECIFIC USE PERMIT TO ALLOW FOR OPERATION OF AN AUTOMOTIVE REPAIR, MAJOR LAND USE AT 6485 IH- 35, CITY OF SCHERTZ, COMAL COUNTY, TEXAS — FINAL READING. 4. Resolution No. 19 -R -31 — Consideration and /or action approving a Resolution authorizing the pursuit of Transportation Alternatives Program Funding and Safe Routes related to the Schools Infrastructure Program Funding for the Constructions of Sidewalks and Crosswalks near Schools within the City of Schertz. (:B. James /K. Woodlee /C. Palomo) The following was read into record: 03 -26 -201.9 Minutes Page - 5 - RESOLUTION NO. 19 -R -31 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE PURSUIT OF THE SAFE ROUTES TO SCHOOLS INFRASTRUCTURE PROGRAM FUNDING FOR THE CONSTRUCTION OF SIDEWALKS AND CROSSWALKS NEAR SCHOOLS WITHIN THE CITY OF SCHERTZ. 5. Resolution No. 19 -R -32 — Consideration and /or action authorizing the City Manager to sign an Interlocal. Agreement f with Bexar County. (B. James /K. Long) ro 7. The following was read into record: RESOLUTION NO. A RESOLUTION BY THE CITY COUNCIL OF THE AUTHORIZING THE CITY MANAGER TO ENTE AGREEMENT FOR FIRE PROTECTION SERVICE AND OTHER MATTERS IN CONNECTON THEREV Resolution No. 19 -R -39 - Consideration and /or a( authorizing a Subdivision Improvement Agreement w (B. James) The following was read into record: LUTION NO. 19 -R -39 CITY OF SCI iR INTO AN a Resolution ion Services Z, TEXAS ;RLOCAL COUNTY, approving a Resolution )ssvine MIU3 Phase A. A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A SUBDIVISION IMPROVEMENT AGREEMENT CROSSVINE MIU3 PHASE A, AND OTHER MATTERS IN CONNECTION THEREWITH. Resolution No. 19 -R -34 — Consideration and/or action approving a Resolution authorizing the release and abandonment of a Water line Easement Agreement which is no longer needed with Schertz- Cibolo- Universal City Independent School District on the Samuel Clemens High School Campus. (B. James /K. Woodlee) The following was read into record: RESOLUTION NO. 19 -R -34 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE RELEASE AND ABANDONMENT OF A WATER LINE EASEMENT AGREEMENT WHICH IS NO LONGER NEEDED WITH SCHERTZ - CIBOLO- UNIVERSAL CITY INDEPENDENT SCHOOL DISTRICT ON THE 03 -26 -201.9 Minutes Page - 6 - SAMUEL CLEMENS HIGH SCHOOL CAMPUS, AND OTHER MATTERS IN CONNECTION THEREWITH 8. Resolution No. 19 -R -36 — Consideration and/or action approving a Resolution authorizing an amendment and assignment to the Pump and Haul Agreement with the Developer for the Hallie's Cove Subdivision. (B. James /J. Hooks) The following was read into record: RESOLUTION NO. 19 -R -36 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT AND ASSIGNMENT TO THE AGREEMENT WITH THE DEVELOPER OF THE HALLIE'S''COVE SUBDIVISION PROJECT FOR SEWER PUMP AND HAUL. 9. Resolution No. 19 -R -37 - Consideration and /or action approving a Resolution authorizing expenditure in excess of $50,000 with Souzamaphone Marketing LLC for Graphic Design. Services for Schertz Magazine during the FY 2018 -2019 year. (M. Browne /S. Gonzalez /L. Klepper) The following was read into record: RESOLUTION NO. 19 -R -37 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING EXPENDITURES IN EXCESS OF $50,000 WITH SOUZAMAPHONE MARKETING LLC FOR GRAPHIC DESIGN SERGVICES FOR SCHERTZ MAGAZINE DURING THE 'FISCAL YEAR 2018 -2019 AND OTHER MATTERS IN CONNECTION THEREWITH 10. Resolution No. 19 -R -38 - Consideration and /or action approving a Resolution authorizing an amendment to the contract with BB Inspections for inspection and Plan Review Services and expenditures with BB Inspections totaling no more than $70,000 for Building Inspection Services for the Fiscal Year of 201.8- 201.9. (:B. James /L. Wood) The followine was read into record: RESOLUTION NO. 19 -R -38 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT TO THE CONTRACT WITH BB INSPECTIONS FOR INPSECTION AND PLAN REVIEW SERVICES AND EXPENDITURES WITH BB INSPECTIONS TOTALING NO MORE THAN $70,000.00 FOR BUILDING INSPECTION SERVICES FOR THE FISCAL YEAR OF 2018 -2019 AND OTHER MATTERS IN CONNECTION THEREWITH. 03 -26 -201.9 Minutes Page - 7 - Mayor Carpenter recognized Councilmember Edwards who requested item 9 be removed for separate action. Mayor stated that the consent agenda is now items 1 -8 and item 10. Mayor Carpenter recognized Councilmember Edwards who moved seconded by Councilmember Brown to approve the consent agenda items 1 through 8 and item 10. The vote was unanimous with Mayor Pro -Tem Heyward, Councilmembers Davis, Gutierrez, Larson, Edwards, Scagliola and Brown voting yes and no one voting no. Motion passed. Discussion and Action Items 9. Resolution No. 19 -R -37 - Consideration and /or action approving a Resolution authorizing expenditure in excess of $50,000 with Souzamaphone Marketing LLC for Graphic Design. Services for Schertz Magazine during the FY 2018 -2019 year. (M. Browne /S. Gonzalez /L. Klepper) The following was read into record: RESOLUTION NO. 19 -R -37 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING EXPENDITURES IN EXCESS OF $50,000 WITH SOUZAMAPHONE MARKETING LLC FOR GRAPHIC DESIGN SERGVICES FOR SCHERTZ MAGAZINE DURING THE FISCAL YEAR 2018 -2019 AND OTHER MATTERS IN CONNECTION THEREWITH Mayor Carpenter recognized Councilmember Edwards who asked for clarification of the amount, the item says $50,000 but inside the document is says $80,000, in answer Ms. Klepper stated it authorizing expenditures in excess of $50,000 but we are limiting it to $80,000. Mayor Carpenter recognized Councilmember Edwards who moved seconded by Councilmember Davis to approve Resolution No. 19 -R -37. The vote was unanimous with Mayor Pro -Tern Heyward, Councilmembers Davis, Gutierrez, Larson, Edwards, Scagliola and Brown voting yes and no one voting no. Motion passed. 1.1. Ordinance No. 19 -M -12 — Consideration and/or action approving an Ordinance by amending the City of Schertz Code of Ordinances and certain other ordinances by amending and establishing fees for certain licenses, permits, and other services provided by the City of Schertz by adding a manual meter read fee. First Reading (B. James /J. Walters) The following was read into record: 03 -26 -201.9 Minutes Page - 8 - a a r s s, am I Mayor Carpenter recognized Assistant City Manager Brian James, France Director James Walters and Utility Billing Manager Dawnieca Hardin- Trussel who tag teamed in the introduction. Councilmember provided their thoughts and comment on this item. Staff addressed questions from Council. Mayor Carpenter recognized Mayor Carpenter moved from the Chair to approve Ordinance No. 19 -M -1.2 on first and final reading, seconded by Councilmember Brown to approve Ordinance No. 19 -M -12 on first and final reading. The vote was 6 -0 -1 with Mayor Pro - Tem Heyward, Councilmembers Davis, Gutierrez, Larson, Edwards, and Brown voting yes and Councilmember Scagliola voting no Motion passed. 12. Ordinance No. 19 -T -13 — Consideration and /or action approving an Ordinance by the City Council of the City of Schertz Texas authorizing an adjustment to the FY201.8 -19 Budget, repealing all ordinances or parts of ordinances in conflict with this ordinance; and providing an effective date; and declaring an emergency. First and Final Reading (B. James /J. Walters) The following was read into record: ORDINANCE NO. 19 -T -13 AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN ADJUSTMENT TO THE FISCAL YEAR 2018 -19 BUDGET, REPEALING ALL ORDINANCES OR PARTS OF ORDINANCES IN CONFLICT WITH' THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE; AND DECLARING AN EMERGENCY — FIRST AND FINAL READING. Mayor Carpenter recognized Assistance City Manager Brian James who stated that this item is related to the next item and introduced the areas with the fire station that require coming back to Council for more funds. Mr. James addressed questions from Council. Mayor Carpenter recognized Councilmember Scagliola who moved seconded by Councilmember Edwards to approve Ordinance No. 1.9 -T -13 first and final reading and declaring an emergency. The vote was unanimous with Mayor Pro -Tem Heyward, Councilmembers Davis, Gutierrez, Larson, Edwards, Scagliola and Brown voting yes and no one voting no. Motion passed. 03 -26 -201.9 Minutes Page - 9 - 13. Resolution No. 19 -R -40 — Consideration and /action approving a Resolution authorizing an amendment to the existing GMP Agreement with the Construction Manager at Risk Agreement for the Construction Phase Services for Fire Station #3. (M. Browne /B. James /K. Long) The following was read into record: RESOLUTION NO. 19 -R -40 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AMENDMENT TO THE EXISTING GMP AGREEMENT WITH THE CONSTRUCTION MANAGER AT RISK AGREEMENT FOR THE CONSTRUCTION PHASE SERVCIES TO FIRE STATION #3 AND OTHER MATTERS IN CONNECTION THEREWITH. Mayor Carpenter recognized Assistant City Manager Brian James who introduced this item addressing questions from Council. Mayor Carpenter recognized Councilmember Edwards who moved seconded by Councilmember Davis to approve Resolution No. 19 -R -40. The vote was unanimous with Mayor Pro -Tem Heyward, Councilmembers Davis, Gutierrez, Larson, Edwards, Scagliola and Brown voting yes and no one voting no. Motion passed. Mayor Carpenter moved back to the works • Workshop discussion /possible action regarding Unified Development Code (UDC) updates. (B. James /L. Wood) Director of Planning and Community Development Lesa Wood and Planner 1 Emily Delgado introduced this item and discussed recent challenges, concerns, and struggles that have been noted on a daily basis with the city and developers with a consensus from Council to have input from the public and businesses for UDC updates. • Workshop discussion/possible action regarding the Comprehensive Land Plan. (B. James /B. Cox) Senior Planner B. Cox made a Power Point presentation regarding southern and northern Schertz in reference to updating Comprehensive Land Planning and recommended a comprehensive review for updates. The consensus from Counsel was to move forward with a plan. Roll Call Vote Confirmation Mayor Carpenter recognized Deputy City Secretary Gayle Wilkinson who provided the roll call votes for items 1 - 13. 03 -26 -201.9 Minutes Page -10 - Requests and Announcements • Announcements by the City Manager. No other announcement. • Requests by Pro -Tem Mayor and Councilmembers that items be placed on a future City Council agenda. No requested items. • 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 Mayor Pro -Tem Heyward announced she attended the following events: • Employee Remembrance Day event • SSLGC Hal Baldwin plaque dedication ceremony • Senior Center Board meeting • AACOG Planning and Zoning workshop • The Taste Event • BVYA Opening Ceremony • Ben E. Keith Grand Opening - Selma • Audi Grand Opening— Selma • C hold Park-, Kite Festival Alamo Area Metropolitan Planning Organization meeting Student Mayor /Council for day program event he attended the following events: • Employee Remembrance Day event • SSLGC Hal Baldwin plaque dedication ceremony • AACOG Planning and Zoning Workshop • HOA Presidents & Council meeting • The Taste Event • BVYA Opening Ceremony — Johnie McDow Park Dedication Ceremony • Schertz Shred Day event • Participated in the Waste Management Spring Cleanup • Ben E. Keith Grand Opening - Selma • Audi Grand Opening — Selma • Alamo Area Metropolitan Planning Organization meeting 03 -26 -2019 Minutes Page - 11 - • Today EDC Job Fair • Student Mayor /Student Council for day program event Councilmember Edwards announced he attended the following events: • The Taste Event • BVYA Opening Ceremony — Johnie McDow Park Dedication Ceremony • Ben E. Keith Grand Opening - Selma • Student Mayor /Student Council for day program Councilmember Scagliola announced he attended the • Chamber Luncheon • Employee Remembrance Day event • SSLGC Hal Baldwin plaque dedication ceremony • The Taste Event • BVYA Opening Ceremony — Johnie McDow Park Dedication C • Senior Center Market Day • Ben E. Keith Grand Opening,- Selma Councilmember Brown announced • HOA Presidents & Council meeting • Late night Audit Review Committee meeting • The Taste Event • Ben E. Keith Grand Opening — Selma • Visited the Capital with the Realtor Community reviewing what was going Mayor Carpenter stated he attended many of the events mentioned and he also attended last Thursday evening the Thursday night fight night which is an event put on largely by the development community in support of all businesses that support the development community in San Antonio. He met and spoke to many people who all seemed to know where Schertz is and what we are doing even though we may only be a city of 40,000 we have an impact. 1.4. Information available in City Council Packets - NO DISCUSSION TO OCCUR • Classification & Compensation Study Update (B. James /J. Kurz) Adjournment As there was no further business, Mayor Carpenter adjourned the meeting at 9:49 p.m. 03 -26 -2019 Minutes Page -12 - Mayor, Michael Carpenter ATTEST: Gayle Wilkinson, Deputy City Secretary 03-26-2019 Minutes Page -13 - City Council Meeting: Department: Subject: BACKGROUND: Agenda No. 2 CITY COUNCIL MEMORANDUM April 2, 2019 Finance Resolution No. 19 -R -33 — A resolution by the City Council of the City of Schertz, Texas authorizing EMS debt revenue adjustments, Utility Billing debt revenue adjustments and Schertz Magazine debt revenue adjustments for certain inactive outstanding receivables and other matters in connection therewith In the EMS, Utility Billing, and Magazine functions, services are provided to customers up front and billing is settled later. Since services are provided before receiving payment, inevitably the City has customers that do not pay for the services provided. When this occurs, staff reaches out to the customer to try to collect the outstanding payment including follow up notices and phone calls to try and reach out to the customer to remind them of the outstanding balance and encourage payment. However, the longer the customer account goes without a payment the less likely that any payment will be received. Once a customer account reaches 180 days without payment, Staff brings those accounts to the City Council to be "written off'. This process is an accounting procedure following the Generally Accepted Accounted Principles (GAAP), which lays the framework of accounting practices in the U.S. This designation means it is unlikely those outstanding balances will ever be collected. This leads to an accounting adjustment on the City's Financial Statements to accurately show how much is still outstanding and is reasonable to expect collection. If a customer's account has been written off, this does not erase or forgive that debt. The city can and does collect some portion of the amount owed by those customers. This can be through the debt collection agency used by EMS or if the customer returns to the City and requests new services through the Magazine or Utility Billing. The resolution authorizes the debt for these areas that is more than 180 days outstanding as of March 01, 2019 to be written off. These write offs come before council quarterly and last came before council on January 8, 2019. City Council Memorandum Page 2 Previous Write off Amount: February 2017: $621,138.97 June 2017: $544,944.16 September 2017: $510,516.01 January 2018: $510,637.79 March 2018: $433,427.15 June 2018: $439,627.14 September 2018: $521,281.82 December 2018 $727,307.39 FISCAL IMPACT This accounting adjustment will not affect the City's Budget or financial standing. The amount written off is estimated during the budget process and is accounted for in the revenue estimations and the bad debt expense accounts. The action taken tonight will reduce the amount shown as owed to the City by $564,227.77 and set it equal to the amount seen as still reasonably collectible. The breakdown is as follows: EMS - $540,601.62 Utility Billing - $23,626.15 Magazine - $0.00 RECOMMENDATION Staff recommends Council approve Resolution No. 19 -R -33 ATTACHMENTS Resolution No. 19 -R -33 RESOLUTION NO. 19 -R -33 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING EMS DEBT REVENUE ADJUSTMENTS, UTILITY BILLING DEBT REVENUE ADJUSTMENTS AND SCHERTZ MAGAZINE DEBT REVENUE ADJUSTMENTS FOR CERTAIN INACTIVE OUTSTANDING RECEIVABLES AND OTHER MATTERS IN CONNECTION THEREWITH. WHEREAS, the City staff of the City of Schertz (the "City ") has recommended that the City maintains quarterly debt revenue adjustments for inactive outstanding accounts; and WHEREAS, the City Council has determined that it is in the best interest of the City that all inactive outstanding accounts after 180 days nonpayment will be sent to City Council for consideration for write offs. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the write off in the amount and distribution of accounts below: Function I Amount EMS $540,601.62 Utility Billing $23,626.1.5 Magazine $0.00 Total $564,227.77 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 finding of the City Council. Section 3. All resolutions or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas 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 2nd day of April 2019. CITY OF SCHERTZ, TEXAS Mayor Michael R. Carpenter ATTEST: City Secretary, Brenda Dennis (CITY SEAL) Agenda No. 3 CITY COUNCIL MEMORANDUM City Council Meeting: April 2, 2019 Department: Engineering Subject: Resolution No. 19 -R -44 A Resolution by the City Council of the City of Schertz, Texas, accepting the appraised value offer of the Texas Department of Transportation (TxDOT) to acquire a parcel of land needed for the FM: 1518 expansion project, and other matters in connection therewith. The Texas Department of Transportation (TxDOT) is working on a project to widen the right of way and paving of FM 1.518 between IH 10 and FM 78 in the City of Schertz. The $45 million project is being funded with federal funds administered through the Alamo Area Metropolitan Planning Organization (AAMPO), TxDOT, the City of Schertz, and Bexar County. In order to construct and operate the planned improvements to FM 1.51.8, portions of numerous properties along the current right of way are needed and are proposed to be purchased by TxDOT. One of those parcels is owned by the City of Schertz. The parcel identified as "Parcel 104" is located on the west side of FM 1518, approximately 1,500 feet south of the intersection. of FM 1518 and Woman Hollering Road (see attached Exhibit A). The street address is 8217 E FM 151.8 N (see Exhibit A). TxDOT had a survey and appraisal performed for the parcel. Table 1 provides a summary of information regarding the City -owned parcel. TABLE 1 Parcel Summary Information Parcel ID Parcel 104 Area of Parcel ac 0.0181 ac Area of Parcels . ft. 788 s . ft. Appraised value $ per s . ft. $1,300 $1.65 Value of Improvements $1,568 Damages to Remaining Property $1,940 Total Offer Amount $4,808 Goal The goal of this resolution is to accept compensation from TxDOT to provide necessary right of way for the FM 1.518 improvement project within the City of Schertz. Benefit Once necessary rights of way for the project have been acquired, TxDOT will be able to proceed with construction of the FM 1.51.8 improvement project. City Council Memorandum Page 2 FISCAL IMPACT The City of Schertz will receive $4,808 in compensation for the property. RECOMMENDATION Staff recommends that the City Council approve Resolution 1.9 -R -44, accepting the appraised value offers from TxDOT for the minor parcel needed as right of way for the FM 1518 improvement project. ATTACHMENTS Resolution 19 -R -44 Exhibit A — Parcel 104 RESOLUTION NO. 19 -R -44 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS, ACCEPTING THE APPRAISED VALUE OFFER OF THE TEXAS DEPARTMENT OF TRANSPORTATION (TXDOT) TO ACQUIRE A PARCEL OF LAND NEEDED FOR THE FM 1518 EXPANSION PROJECT, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, TxDOT has begun a project to expand FM 1518 between I 10 and FM 78; and, WHEREAS, the City owns a parcel of land located at 8217 E FM 1518 North on which a sanitary sewer lift station is situated; and, WHEREAS TxDOT needs to acquire a portion of that lot for the expansion project; and, WHEREAS, City Council authorization is needed for the City to sell the property to TxDOT; and, WHEREAS, the right of way acquisition consultant for TxDOT has sent offer letters, a formal appraisal and a deed for signature should the City choose to accept the offers. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby accepts the appraised value offer to purchase the parcel labeled as Parcel 1.04 and depicted in the attached Exhibit A in the amount of FOUR THOUSAND EIGHT HUNDRED EIGHT DOLLARS AND NO CENTS ($4,808.00) from TxDOT and authorizes the City Manager to execute and deliver all documents necessary to complete the transaction. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person . or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which. this Resolution is adopted was open to the public and public notice of the time, place, and subject Error! Unknown document property name. 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 2nd day of April, 2019. CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) Error! Unknown document property name. N W +E S 0 50 100 200 300 400 Feet This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on- the - ground survey and represents only the approximate relative location of property boundaries. City of Schertz i RESOLUTION .. Y ■ B A Agenda No. 4 CITY COUNCIL MEMORANDUM City Council Meeting: April 2, 2019 Department: Facilities Services Subject: Resolution No. 19 -R -45 - A resolution by the City Council of the City of Schertz, Texas authorizing expenditures with Metro Fire totaling no more than $72,000.00 for Firefighting Supplies and Equipment during the 2018 -2019 Fiscal Year and other matters in connection therewith C• � 1 Staff brought forward an idea to open a temporary Fire Station in Southern Schertz back in February 2018. This resulted in Schertz Fire leasing property from CCMA for the temporary location until such time that the Fire Station #3 building project is completed. The temporary Fire Station opened April 28, 2018. Paratech Rescue Equipment was ordered for Engine #3 from Metro Fire. This equipment was backordered and did not arrive until October of 2018 causing the purchase to be counted toward the 2018 -2019 Fiscal. Year Budget. The Fire Department also budgeted to purchase additional routine firefighting equipment, such as firefighting foam, fire stream nozzles, and other general use items. To date, the City has spent approximately $42,000 with Metro Fire for firefighting supplies and equipment. For the remainder of the Fiscal Year, the Fire Department anticipates at least $20,000 in additional firefighting supplies and equipment but is requesting a not to exceed amount that includes an additional $10,000 to be able to purchase supplies quickly. GOAL To obtain authorization from City Council for expenditures with Metro Fire for firefighting supplies and equipment in an amount not to exceed $72,000 for the remainder of the Fiscal Year. COMMUNITY BENEFIT The items purchased from Metro Fire are in support of Fire suppression activities as well as technical rescue assistance. SUMMARY OF RECOMMENDED ACTION The items purchased from Metro Fire are in support of Fire suppression activities as well as technical rescue assistance. RHZTG • ' • 4" Funds (the not to exceed amount of $72,000 for firefighting supplies and equipment are budgeted and available. ATTACHMENTS Resolution 19 -R -45 RESOLUTION NO. 19 -R -45 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING EXPENDITURES WITH METRO FIRE TOTALING NO MORE THAN $72,000.00 FOR FIRE FIGHTING SUPPLIES AND EQUIPMENT DURING THE 2018 -2019 FISCAL YEAR AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Schertz (the "City ") requires the purchase of Fire Fighting Supplies and Equipment; and WHEREAS, the City has already purchased items with Metro Fire this Fiscal Year totaling approximately $42,000; and WHEREAS, the City Council authorizes City Staff to request additional Firefighting Supplies and Equipment by Metro Fire to be invoiced in an amount not to exceed $72,000.00 for the remainder of Fiscal Year 2018 -2019. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS Section 1. The City Council hereby authorizes expenditures with Metro Fire not to exceed $72,000.00 for Fiscal Year 2018 -2019. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 2nd day of April, 2019 . Brenda Dennis, City Secretary (CITY SEAL) CITY OF SCHERTZ, TEXAS Michael R. Carpenter, Mayor M Agenda No. 5 CITY COUNCIL MEMORANDUM City Council Meeting: April 2, 2019 Department: Economic Development Subject: Resolution No. 19 -R -46 Consideration and /or action approving a Resolution authorizing a program and expenditures of funds for the Economic Development Performance Agreement between the City of Schertz Economic Development Corporation and Schertz 312, LLC. (M. Browne /K. Kinateder) BACKGROUND On May 1, 2018, the City of Schertz Economic Development Corporation ( "SEDC ") Board of Directors approved an Economic Development Performance Agreement with Schertz 312 LLC ( "Schertz 31.2 "). Under that agreement, the SEDC agreed to reimburse up to $4 million for the construction of infrastructure improvements (road, water, and wastewater) needed for a future million square foot user. In connection with that agreement, the parties outlined their desire for a future Phase II project that included property currently located within the San Antonio extraterritorial jurisdiction. The Phase II project would extend the roadway improvements from the current Schertz City limits to Alamo Parkway in Selma. On March 28, 2019, . the SEDC Board of Directors approved SEDC Resolution 2019 -5 that authorized, subject to City Council approval, an Economic Development Performance Agreement ( "Phase II Agreement ") attached hereto as Exhibit A. Under the Phase II Agreement, the SEDC will reimburse Schertz 312 up to $2.5 million dollars for a roadway extension and railroad crossing. The Phase II Agreement is conditioned upon the property being annexed into the City of Schertz, the completion of the infrastructure improvements, and a capital investment of $9 million upon the property. In accordance with Section 501.073 of the Texas Local Government Code ( "LGC "), the City of Schertz City Council must approve the program and expenditures specified in the Phase II Agreement. COMMUNITY BENEFIT In accordance with Section 501.103 of the LGC, the SEDC Board of Directors have found that the infrastructure improvements are necessary to promote or develop new or expanded business enterprises and grow the Schertz economy. FISCAL IMPACT Under the Phase II Agreement, Schertz 31.2 LLC would be entitled to receive up to $2.5 million for the specified infrastructure improvements. All funds would be paid from SEDC funds. The SEDC currently has $18,91.7,368 in reserves. SUMMARY OF RECOMMENDED ACTION To authorize the program and expenditures specified in the Phase II Agreement. On March 28, 2019, the SEDC Board of Directors voted unanimously to approve the SEDC Resolution No. 2019 -5 authorizing the Economic Development Performance Agreement subject to the authorization of funds by the City of Schertz City Council. ATTACHMENTS Economic Development Performance Agreement Schertz 312 — Phase II RESOLUTION NO. 19 -R -46 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PROGRAM AND EXPENDITURES AS PROVIDED FOR IN THE PHASE II ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT BETWEEN THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION (THE "SEDC ") AND SCHERTZ 312, LLC (THE "COMPANY "); AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Development Corporation Act of 1979, as amended (Section 501.001 et seq, Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act ") authorizes a development corporation to fund certain projects as defined by the Act and requires development corporation to enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by the corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, Section 501.1.59 of the Act requires that a corporation hold at least one public hearing on the proposed project before spending money to undertake the project, the public hearing was held on March 28, 2019; and WHEREAS, the SEDC Board of Directors approved SEDC Resolution 2019 -5 which, subject to the authorization of funds by the City of Schertz City Council, approved the Economic Development Performance Agreement Schertz 312 — Phase II agreement attached hereto as Exhibit A between the SEDC, and the Company, pursuant to the Act, and the SEDC's Board of Directors meeting on March 28, 2019; and WHEREAS, Section 501.073 of the Act requires that the corporation's authorizing unit to approve all programs and expenditures of a corporation; and WHEREAS, the SEDC has recommended that the City authorize the program and expenditures associated therewith; and NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the program and expenditures as provided for in the Economic Development Performance Agreement as 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 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 2nd day of April 201.9. CITY OF SCHERTZ, TEXAS Michael. Carpenter, Mayor ATTEST: Brenda Dennis, City Secretary (CITY SEAL) EXHIBIT A ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT SCHERTZ 312 - PHASE II ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT SCHERTZ 312 - PHASE 11 THIS ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT — SCHERTZ 312 — PHASE 11 ("Agreement") is entered into as of the Effective Date (as defined in Article III below), by and between the City of Schertz Economic Development Corporation, located in Guadalupe County, Texas, a Texas non -profit industrial development corporation under the Development Corporation Act and governed by TEX. Loc. Gov. CODE chapters 501, 502 and 505 and the Texas Non -Profit Corporation Act (hereinafter called "Corporation ") created by and for the benefit of the City of Schertz, Texas (hereinafter the called the "City "), and Schertz 312, LLC, a Texas limited liability company, its successors or assigns (hereinafter called "Company "), the Corporation and the Company collectively known as the "Parties" to this Agreement. WHEREAS, the Development Corporation Act of 1979, as amended (Section 501.001 et seq, Texas Local Government Code, formerly the Development Corporation Act of 1979) (the "Act ") authorizes a development corporation to fund certain projects as defined by the Act and requires development corporations to enter into performance agreements to establish and provide for the direct incentive or make an expenditure on behalf of a business enterprise under a project; and WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement projects that are found by the board of directors to be required or suitable for infrastructure necessary to promote or develop new or expanded business enterprises; and WHEREAS, Section 501.158 of the Act requires a performance agreement to provide at a minimum for a schedule of additional payroll or jobs to be created or retained and capital investment to be made as consideration for any direct incentives provided or expenditures made by a corporation under the agreement and to specify the terms under which repayment must be made if the business enterprise does not meet the performance requirements specified in the agreement; and WHEREAS, the Company or its affiliates is owner of that certain real property containing approximately 312 acres of land, of which 171 acres is within the City of Schertz, Texas ( "Schertz Land "), and approximately 141 acres located in Comal County, City of San Antonio Extra - Territorial Jurisdiction, Texas ( "SA ETJ Land "), the Schertz Land and the SA ETJ Land as described on Exhibit "A" and as approximately depicted on Exhibit `B ", each attached hereto and incorporated herein by reference; WHEREAS, the Parties have entered into that Economic Development Performance Agreement (Schertz 312) made effective May 7, 2018 . for the design, engineering and construction . of certain Infrastructure Improvements (as defined therein) upon the Schertz Land ( "Phase I PA "); 1 WHEREAS, the Road Infrastructure as defined herein is a continuation of the Infrastructure Improvements being constructed pursuant to the terms of the Phase I PA, the design of which has commenced and is pending approval by the City; WHEREAS, the City, on behalf of the Corporation, has at its sole cost and expense, petitioned the City of San Antonio, Texas for the voluntary annexation of the SA ETJ Land into the City boundaries and such application is currently pending resolution therewith; WHEREAS, the Company desires to further develop the SA ETJ Land by installing certain Infrastructure Improvements (as defined below) as more fully set forth herein; WHEREAS, the Corporation adopted the Schertz Incentive Policy in May 2017 to guide and ensure consistency when providing incentives within the City to promote economic development; and WHEREAS, upon annexation of the SA ETJ Land into the City boundaries, the Corporation desires to offer an Infrastructure Grant to the Company to enable it to develop the SA ETJ Land pursuant to this Agreement in substantial conformity with the Schertz Incentive Policy and the Act; and WHEREAS, the construction of the Infrastructure Improvements, as proposed, will contribute to the economic development of the City promoting and developing expanded business enterprises, increased development, increased real property value and tax revenue for the City, and will have both a direct and indirect positive overall improvement /stimulus in the local and state economy; and WHEREAS, the Parties are executing and entering into this Agreement to set forth certain terms and obligations of the Parties with respect to such matters herein; and WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms and provisions hereof are subject to the laws of the State of Texas and all rules, regulations and interpretations of any agency or subdivision thereof at any time governing the subject matters hereof, and WHEREAS, the Parties agree that all conditions precedent for this Agreement to become a binding agreement have occurred and been complied with, including all requirements pursuant to the Texas Open Meetings Act and all public notices and hearings; if any, have been conducted in accordance with Texas law; and WHEREAS, on the Effective Date, the commitments contained in this Agreement shall become legally binding obligations of the Parties. NOW, THEREFORE, in consideration of the mutual covenants, benefits and agreements described and contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and further described herein, the Parties agree as follows: W ARTICLE I RECITALS The recitals set forth above are declared true and correct by the Parties and are hereby incorporated as part of this Agreement. ARTICLE II AUTHORITY AND TERM 1. Authority. The Corporation's execution of this Agreement is authorized by the Act and constitutes a valid and binding obligation of the Corporation. The Corporation acknowledges that the Company is acting in reliance upon the Corporation's performance of its obligations under this Agreement in making the decision to commit substantial resources and money to the construction and establishment of the Project (as defined below), hereinafter constructed and established. 2. Term. This Agreement shall become enforceable upon the Effective Date, hereinafter established, and shall continue until the Expiration Date, hereinafter established, unless terminated sooner or extended by written mutual agreement of the Parties in the manner provided for herein. 3. Purpose. The purpose of this Agreement is to formalize the agreements between the Company and the Corporation for the granting of funds to cover certain costs associated with the Project and specifically state the covenants, representations of the Parties, and the incentives associated with the Company's commitment to abide by the provisions of the Act and to abide by the terms of this Agreement which has been approved by the Corporation and the Company as complying with the specific requirements of the Act. It is expressly agreed that this Agreement constitutes a single transaction. A failure to perform any obligation by the Parties may constitute a Default and shall terminate any further commitments (if any) by the non - defaulting Party unless an alternative penalty or remedy is provided for herein. 4. Administration of Agreement. Upon the Effective Date, the Corporation delegates the administration and oversight of this Agreement to the Executive Director of the Corporation. Any proposed amendments to the Agreement shall require the approval of the Board of Directors of the Corporation. ARTICLE III DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed below. All undefined terms shall retain their usual and customary meaning as ascribed by common and ordinary usage. "Bankruptcy" shall mean the dissolution or termination of a Party's existence as a going business, insolvency, appointment of receiver for any party of such Party's property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any 3 bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed within ninety (90) days after the filing thereof. "Calendar Year" shall mean January l through December 31. "Certificate of Occupancy" shall mean the signed certificate issued by the City of Schertz Inspection Division confirming that the entire work covered by the building permit and plans are in place for the Facility or Facilities. "Default" unless otherwise specifically defined or limited by this Agreement shall mean failure by any Party to timely and substantially comply with any performance requirement, duty, or covenant set forth in this Agreement. "Effective Date" shall be the date upon which the last party hereto executes this Agreement. "Expiration Date" shall mean the earlier of: 1. May 7, 2033; 2. Confirmation from the City of San Antonio that the City's application for voluntary annexation of the SA EJA Land has been denied and all appeal options have been thereafter exhausted by the City; or 3. The date of termination provided for under Article VII of this Agreement. "Facility or Facilities" shall mean one or more vertical commercial or industrial improvements constructed on SA ETJ Land by Company, its affiliates, successors or assigns. "Force Majeure" shall mean any contingency or cause beyond the reasonable control of a Party, including, without limitation, acts of God or the public enemy, war riot, civil commotion, insurrection, government or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of a Party), fires, explosions or floods, strikes, slowdowns or work stoppages. "Infrastructure Grant" shall have the meaning set forth in Article IV, Section 1. "Infrastructure Improvements" shall mean the Road Infrastructure and the Rail Crossing Infrastructure as defined in Article V, Section 1 below, as approximately depicted in Exhibit `B" and constructed pursuant to the Road Plan Set and the Rail Crossing Plan Set as defined in Article V, Section 1. "Letter of Acceptance" shall mean a signed letter issued by the City accepting the Road Infrastructure. "Project" shall mean the design, engineering and construction of the Infrastructure Improvements. "Project Costs" shall mean all hard and soft costs incurred by Company for the design, engineering and construction of the Infrastructure Improvements, and shall specifically include, but not be limited to, due diligence costs, engineering, surveying, permitting, financing, planning, and construction, and exclude any management fee for Company. M "State of Texas" shall mean the Office of the Texas Comptroller, or its successor. ARTICLE IV CORPORATION OBLIGATION 1. Infrastructure Grant. Subject to the satisfaction of all the terms and conditions of this Agreement and the obligation of the Company to repay the Infrastructure Grant pursuant to Article VIII hereof, the Corporation shall pay the Company, for the Project, the Project Costs incurred by the Company to design, engineer and construct the Infrastructure Improvements, in an amount not to exceed TWO MILLION FIVE HUNDRED THOUSAND DOLLARS and NO /100 ($2,500,000.00), (the "Infrastructure Grant "). The Corporation shall pay the Company the Infrastructure Grant as follows, each instance of payment being concurrent with, or independent of, each other: (a) An amount not to exceed $2,250,000 of the Infrastructure Grant for the construction of the Road Infrastructure as set forth in Article V, Section 1(a) below upon receipt of the Letter of Acceptance and confirmation that the Company has paid ONE HUNDRED PERCENT (1.00 %) of all costs associated thereto. (b) The lesser of (i) an amount not to exceed $250,000 of the Infrastructure Grant, or (ii) FIFTY PERCENT (50 %) of the actual Project Costs for the construction of the Rail Crossing Infrastructure as set forth in Article V, Section 1(b) below upon receipt of an agreement of acceptance from Union Pacific Railroad Company or its related or affiliated companies ( "UPRC ") and confirmation that the Company has paid ONE HUNDRED PERCENT (100 %) of all costs associated thereto. 2. Current Revenue. The Infrastructure Grant shall be paid solely from lawfully available funds of the Corporation. Under no circumstances shall the obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. The Corporation represents and warrants that it has funds available for distribution sufficient to fully and timely pay the full Infrastructure Grant, will reserve such funds solely for such purpose, and will not make any special or general allocations of the Corporation's current and future funds that would render the Corporation unable to timely make the full Infrastructure Grant along with its other obligations. None of the obligations under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and /or similar financial institution. 3. Confidentiality. The Corporation agrees to keep all information and documentation received pursuant to this Agreement confidential to the extent allowed under the Texas Public Information Act (TPIA). In the event a request is made for such information, Corporation will notify the Company and follow the process stated in the TPIA for determining what information . must be released and what information should be withheld until seeking a ruling from the Attorney General of Texas. 5 ARTICLE V PERFORMANCE OBLIGATIONS OF COMPANY The obligation of the Corporation to pay funds from the Infrastructure Grant shall be conditioned upon the Company's continued compliance with and satisfaction of each of the performance obligations set forth in this Agreement. 1. Infrastructure Improvements. The Company will perform the following upon the SA ETJ Land: (a) Construct a road, drainage, utilities and related improvements thereto ( "Road Infrastructure ") from the existing Alamo Parkway as approximately depicted in Exhibit "B" and as set forth in the plans and specifications for such improvements ( "Road Plan Set ") as submitted and to be approved by the City. The Company shall: 1. Construct the Road Infrastructure in accordance with City of Schertz Public Works Design Specifications, as applicable; 2. Competitively bid all of the :Road Infrastructure; 3. Allow access by the Corporation to all construction documents related to the Road Infrastructure during the term of the Agreement; 4. Dedicate all right -of -way upon which the Road Infrastructure is constructed per the :Road Plan Set to the City without additional compensation. (b) Construct a railroad crossing and related improvements thereto ( "Rail Crossing Infrastructure ") in the location as approximately depicted in Exhibit `B" and as set forth in the plans and specification for such improvements as determined by Company to be submitted and approved by UPRC ( "Crossing Plan Set "). Notwithstanding the foregoing or anything herein to the contrary, the Company shall construct the Rail Crossing Infrastructure at its sole discretion. Should the Company elect, in its sole discretion, to not construct the Rail Crossing Infrastructure, the Corporation shall have no further obligation to pay such amount to the Company. (c) Complete the Infrastructure Improvements on or before May 7, 2033. 2. Payment of Legal Fees. Each Party shall bear its own legal fees in connection with the negotiation of this Agreement. The Company commits to reimburse the Corporation for the necessary legal fees in the preparation of any amendments to this Agreement, if and when such amendment is required by the Company. Timely payment shall be made within sixty (60) days of submittal of invoice to the Company by the Corporation or its assigns. 3. Jobs Created. The Company's capital investment will result in the initial creation of a minimum Zero (0) jobs at business enterprises operating within the SA ETJ Land on or before May 7, 2033. 0 4. Capital Investment. A minimum capital investment of NINE MILLION DOLLARS and NO /100 ($9,000,000.00), on or before May 7, 2033, in the form of the development and construction of any Facility or Facilities, the totality of which satisfies the aforementioned capital investment requirement, (commenced as of the Effective Date herein evidenced by issued building permit for the Facility or Facilities, as the case may be) by Company, its affiliates, successors or assigns, upon the SA ETJ Land and verified through the receipt of a signed Certificate of Occupancy for said Facility or Facilities confirming that the entire work covered by the building permit and plans are in place for said Facility or Facilities, issued by the City of Schertz Inspections Division before the Expiration Date of the Agreement. ARTICLE VI COVENANTS AND DUTIES 1. The Company's Covenants and Duties. The Company makes the following covenants and warranties to the Corporation, and agrees to timely and fully perform the obligations and duties contained in Article V of this Agreement. Any false or substantially misleading statements contained herein or failure to timely and fully perform those obligations and duties within this Agreement shall be an act of Default by the Company. (a) The Company is authorized to do business and is in good standing in the State of Texas and shall remain in good standing in the State of Texas during any term of this Agreement. (b) The execution of this Agreement has been duly authorized by the Company's authorized agent, and the individual signing this Agreement is empowered to execute such Agreement and bind the Company. Said authorization, signing, and binding effect is not in contravention of any law, rule, regulation, or of the provisions of the Company's operating agreement, or of any agreement or instrument to which the Company is a party to or by which it may be bound. (c) The Company is not a party to any Bankruptcy proceedings currently pending or contemplated, and the Company has not been informed of any potential involuntary Bankruptcy proceedings. (d) To its current, actual knowledge, the Company has acquired and maintained all necessary rights, licenses, permits, and authority to carry on its business in the City and will continue to use its best efforts to maintain all necessary rights, licenses, permits, and authority. (e) The Company agrees to obtain or cause to be obtained, all necessary permits and approvals from City and /or all other governmental agencies or private authorities having jurisdiction over the construction of the Infrastructure Improvements. (f) The Company shall be responsible for paying, or causing to be paid, to the City and all other governmental agencies or private authorities the cost of all applicable permit fees and licenses required for construction of the Infrastructure Improvements. The Company agrees to construct the Road Infrastructure in 0 accordance with the ordinances, rules, and regulations of the City in effect on the date the Road Plan Set is approved by the City. The Company, in its sole discretion, may choose to comply with any or all City rules promulgated after the Effective Date of this Agreement. (g) The Company agrees to commence and complete the Project in strict accordance with this Agreement. (h) The Company shall cooperate with the Corporation in providing all necessary information to assist them in complying with this Agreement. (i) During the term of this Agreement, Company agrees to not knowingly employ any undocumented workers as part of the Project, and, if convicted of a violation under 8 U.S.C. Section 1324a (1), Company shall be in Default (subject to the remedies in Article V above). Company is not liable for an unknown violation . of this Section by a subsidiary, affiliate, or franchisee of Company or by a person with whom Company contracts provided however that identical federal law requirements provided for herein shall be included as part of any agreement or contract which Company enters into with any subsidiary, assignee, affiliate, or franchisee for which the Infrastructure Grant provided herein will be used. (j) Company shall not be in arrears and shall be current in the payment of all taxes and fees as to the SA ETJ Land. (k) Company acknowledges that no other economic development incentives, except a sales tax incentive, if applicable, will be given to a subsequent successor or assign of the SA ETJ Land and will market the SA ETJ Land accordingly. 2. Corporation's Covenants and Duties. (a) The Corporation is obligated to pay the Company an Infrastructure Grant in the amount up to TWO MILLION FIVE HUNDRED THOUSAND DOLLARS and NO /1.00 ($2,500,000.00). The Infrastructure Grant shall be paid in accordance with Article IV, Section 1 within thirty (30) days after receiving written notice from the Company. (b) The Corporation represents and warrants to the Company that this Agreement is within their authority, and that they are duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court of competent jurisdiction. (c) The Corporation shall cooperate with the Company in providing all necessary information and documentation to assist them in complying with this Agreement. (d) Corporation shall assist the Company, where applicable, in securing other applicable incentives from Comal County or the State of Texas in connection with any end user of any facility constructed within the SA ETJ Land. (e) Corporation shall assist the Company, where applicable, in securing applicable Sales Tax Incentives from the Corporation, the City of Schertz, and Coma] County in connection with the end user of any facility constructed within the SA ETJ Land. 3. Compliance and Default. Failure by the Company to timely comply with any performance requirement, duty, or covenant shall be considered an act of Default and shall give the Corporation the right to terminate this Agreement and collect the Recapture Amount (as defined below), if applicable. ARTICLE VII TERMINATION 1. Termination. This Agreement shall terminate upon the earliest occurrence of any one or more of the following: (a) The written agreement of the Parties, or their affiliates, successors or assigns; (b) The Company, its affiliates, successors or assigns satisfying the performance obligations set forth in Article V; (c) The Agreement's Expiration. Date; or (d) Default by the Company of the terms and conditions set forth herein. ARTICLE VIII DEFAULT 1. The Company's Events of Default. The following shall be considered an Event of Default by the Company: (a) Failure of the Company to perform any term, covenant or agreement contained in this Agreement; (b) The Corporation determines that any representation or warranty contained herein or in any financial statement, certificate, report or opinion prepared and submitted to Corporation in connection with or pursuant to the requirements of this Agreement was incorrect or misleading in any material respect when made; (c) Any judgment is assessed against the Company or any attachment or other levy against the property of the Company with respect to a claim remains unpaid, unstayed on appeal, not discharged, not bonded or not dismissed for a period of ninety (90) days; (d) The Company makes an assignment for the benefit of creditors; files a petition in bankruptcy; is adjudicated insolvent or bankrupt; petitions or applies to any tribunal for any receiver or any trustee of the Company or any substantial part of the SA ETJ Land; commences any action relating to the Company under any 0 reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction whether now or hereafter in effect; or if there is commenced against the Company any such action and such action remains undismissed or unanswered for a period of ninety (90) days from such filing; or (e) The Company changes its present ownership more than fifty -one (51%) without written notification to the Corporation within thirty (30) days of such change. 2. Corporation Events of Default. The Corporation fails to fulfill an obligation set forth within the terms and conditions of this Agreement. 3. Remedies for Default (a) The Company's sole remedy under this Agreement is specific performance for Corporation's Default of its obligations under Section IV of this Agreement. (b) In the event of Default by the Company, the Corporation shall provide the Company written notice of Default, and a minimum period of ninety (90) days after the receipt of said notice to cure such default. If the Company fails to cure such default or fails to take significant action to cure such default, the Corporation shall, as its sole and exclusive remedy for Default hereunder, have the right to terminate this Agreement, and (i) not make the Infrastructure Grant payment(s) if distribution in accordance with Article IV, Section 1 has not yet occurred, or (ii) recapture one hundred percent (100 %) of the funds actually distributed from the Infrastructure Grant to Company if payment(s) under Article IV, Section 1 has already been distributed (the "Recapture Amount "). The Recaptured Amount shall be paid by Company within thirty (30) days after the date Company is notified by the Corporation of such Default (the "Payment Date "). In the event the Recaptured Amount is not repaid by the applicable Payment Date, the unpaid portion thereof shall accrue interest at the rate of three percent (3 %) per annum from the Effective Date until paid in full. 4. Limitation on Use of Funds in the Event of Default. Under no circumstances will the funds received under this Agreement be used, either directly or indirectly, to pay costs or attorney fees incurred in any adversarial proceeding regarding this Agreement against the City or the Corporation. ARTICLE IX MISCELLANEOUS 1. Binding Agreement. The terms and conditions of this Agreement shall be binding on and inure to the benefit of the Parties, and their respective successors and assigns. The Executive Director of the Corporation shall be responsible for the administration of this Agreement and shall have the authority to execute any instruments, duly approved by the Corporation, on behalf of the Parties related thereto. 1.0 2. Mutual Assistance. The Parties will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions. 3. Assignment. The Company shall have the right to assign all or part of its rights, duties, and obligations under this Agreement to a duly qualified third party with prior written approval of the Corporation, which approval shall not be unreasonably withheld, conditioned or delayed. Any assignment provided for herein shall not serve to enlarge or diminish the obligations and requirements of this Agreement, nor shall they relieve the Company of any liability to the Corporation including any required indemnity in the event that any Assignee hereof shall at any time be in Default of the terms of this Agreement The Corporation may demand and receive adequate assurance of performance including the deposit or provision of financial security by any proposed assignee prior to its approval of an assignment. 4. Independent Contractors. (a) It is expressly understood and agreed by all Parties hereto that in performing their services hereunder, Company at no time will be acting as an agent of the Corporation and that all consultants or contractors engaged by Company respectively will be independent contractors of Company; and nothing contained in this Agreement is intended by the Parties to create a partnership or joint venture between the Parties and any implication to the contrary is hereby expressly disavowed the Parties hereto understand and agree that the Corporation will not be liable for any claims that may be asserted by any third party occurring in connection with services performed by Company respectively under this Agreement, unless any such claims are due to the fault of the Corporation. (b) By entering into this Agreement, except as specifically set forth herein, the Parties do not waive, and shall not be deemed to have waived, any rights, immunities, or defenses either may have, including the defense of parties, and nothing contained herein shall ever be construed as a waiver of sovereign or official immunity by the Corporation with such rights being expressly reserved to the fullest extent authorized by law and to the same extent which existed prior to the execution hereof. (c) No employee of the Corporation, or any board member, or agent of the Corporation, shall be personally responsible for any liability arising under or growing out of this Agreement. 5. Notice. Any notice required or permitted to be delivered hereunder shall be deemed delivered by actual delivery, or on the first business day after depositing the same in the hands of a reputable overnight courier (such as United States Postal Service, FedEx or UPS) and addressed to the Party at the address set forth below: If intended for SEDC: City of Schertz Economic Development Corporation Attention: Exec. Dir. of Economic Development 1400 Schertz Parkway Schertz, TX 781.54 With a copy to: Denton, Navarro, Rocha, Bernal, & Zech, PC Attention: Charles E. Zech 2517 North Main Avenue San Antonio, TX 78212 If to Company: Schertz 31.2, LLC Attention: Kevin L. Reid 9601 McAllister Fwy., Suite 1120 San Antonio, TX 78216 With a copy to: Titan Development Attn: Christopher M. Pacheco 6300 Riverside Plaza Ln. NW, Suite 200 Albuquerque, NM 87120 Any Party may designate a different address at any time upon written notice to the other Parties. 6. Governmental Records. All invoices, records and other documents required for submission to the City pursuant to the terms of this Agreement are Governmental Records for the purposes of Texas Penal Code Section 37.10. 7. Governing Law. The Agreement shall be governed by the laws of the State of Texas, and the venue for any action concerning this Agreement shall be in the Courts of Guadalupe County. The :Parties agree to submit to the personal and subject matter jurisdiction of said court. 8. Amendment. This Agreement may be amended by mutual written agreement of the Parties, as approved by the Board of Directors of the Corporation. 9. Legal Construction. In the event any one or more of the provisions contained in this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions of this Agreement, and it is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or unenforceable. 1.0. Interpretation. Each of the Parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which Party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, whatever its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any Party. 1.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written agreement between the Parties that, in any manner, relates to the subject matter of 12 this Agreement, except as provided for in any Exhibits attached hereto or duly approved amendments to this Agreement, as approved by the Board of Directors of the Corporation. 12. Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 13. Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 14. Exhibits. Any exhibits attached hereto are incorporated by reference for all purposes. 1.5. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 1.6. Indemnification. COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD THE CORPORATION AND THE CITY, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, JUDGEMENTS, ATTORNEY FEES, COSTS, EXPENSES AND ANY CAUSE OF ACTION THAT DIRECTLY RELATES TO ANY OF THE FOLLOWING: ANY CLAIMS OR DEMANDS BY THE STATE OF TEXAS THAT THE CORPORATION HAS BEEN ERRONEOUSLY OR OVER -PAID SALES AND USE TAX FOR ANY PERIOD DURING THE TERM OF THIS AGREEMENT AS A RESULT OF THE FAILURE OF COMPANY TO MAINTAIN A PLACE OF BUSINESS AT THE PROPERTY OR IN THE CITY OF SCHERTZ, OR AS A RESULT OF ANY ACT OR OMISSION OR BREACH OR NON - PERFORMANCE BY COMPANY UNDER THIS AGREEMENT EXCEPT THAT THE IMDEMNITY PROVIDED HEREIN SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE ACTION OR OMISSIONS OF THE CORPORATION OR CITY. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT BEING THE INTENTION OF THE PARTIES THAT COMPANY SHALL BE RESPONSIBLE FOR THE REPAYMENT OF ANY FUNDS PAID TO COMPANY HEREIN THAT INCLUDES CITY SALES TAX RECEIPTS THAT THE STATE OF TEXAS HAS DETERMINED WAS ERRONEOUSLY PAID, DISTRIBUTED OR ALLOCATED TO THE CORPORATION. 1.7. Additional Instruments. The Parties agree and covenant to cooperate, negotiate in good faith, and to execute such other and further instruments and documents as may be reasonably required to fulfill the public purposes provided for and included within this Agreement. 18. Force Majeure. Whenever a period of time is herein prescribed for action to be taken by Company, Company shall not be liable or responsible for, and there shall be excluded 1.3 from the computation of any such period of time, any delays due to causes of any kind whatsoever which are caused by Force Majeure. 19. Time Periods. Unless otherwise expressly provided herein, all periods for delivery or review and the like will be determined on a "calendar" day basis. If any date for performance, approval, delivery or Closing falls on a Saturday, Sunday or legal holiday (state or federal) in the State of Texas, the time therefor will be extended to the next day which is not a Saturday, Sunday or legal holiday. , 111111 111,21N, I RN ''I'll - 1�1 � 115!1 �� 111 MiMMUMMM 1.4 Executed on this day of , 2019. COMPANY: SCHERTZ 312, LLC a Texas limited liability company By: Schertz 312 Management, LLC Its Manager By: Titan Lone Star, LLC Its Manager Lo COUNTY OF BEXAR Kevin L. Reid, Manager This information was acknowledged before me on this day of , 2019 . by Kevin L. Reid, as Manager of Titan Lone Star, LLC, as manager of Schertz 312 Management, LLC, as manager of Schertz 312, LLC, a Texas limited liability company, on behalf of said company. Notary :Public, State of Texas Notary's typed or printed name My commission expires 15 Executed on this day of , 2019. CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION Lo Name: Paul Macaluso Title: President STATE OF TEXAS X COUNTY OF GUADALUPE X This information was acknowledged before me on this day of , 2019 . by Paul Macaluso, as President of the City of Schertz Economic Development Corporation, a Texas non - profit industrial development corporation, on behalf of said agency. APPROVED AS TO FORM: ME , SEDC Attorney 1.6 Notary Public, State of Texas Notary's typed or printed name My commission expires 10.14 Is I 13 Y (See Attached) 1.7 i, , 1� nUD E (t4v< F 7 3, Yo y tliJ 0 2di4 i$CRE DO Y fiti 7 17,717 ACRES'. �Y =aa 9'`S ' JOy,.•r' 38449ACf1E`a . " YY ,a tts "SA ETT LAND, �� DATE b4PY1 i }f�M °X� za sn 514 ACRE w on. FR13aECf 9ii r .wavx F, vw aRAW#BT eB r B &J W k NOW—..:3. 98lpk5 5} a 142,096I CRES " y w t rrE'iF.RA1 FC,SE`s:. r ... uweu.:s,•�v t'F#Ffii X ,s� x, "K wax.n+a. uP641Yg wfi�A6 hz t S T : vhcxEinzR^x l� r B. z a u is 3 urr x �. estu.mx r r; rv+ie.:. .5•,! �ryr,+YCVN4. a' za,us,mnrr;5z ... €.__ 4 k EXHIBIT "B" DEPICTION OR SCIIERTZ LAND, SA ETJ LAND AND INFRASTRUCTURE IMPROVEMENTS UK 110 IFE- Ylli.ZiM1[VNDoIOFIQ "LISIV 11y130l�.y ■ m ■ m Proposed Road /Sidewalk — — Existing Railroad Existing High Pressure Gas Line W N S E Not to scale After March 20, 2019 Reports from Boards and Commissions — Since December 19, 2018 Board of Adjustment — February 4, 2019 BOA denied a variance request for an electrified fence. Planning and Zoning Commission — January 9, January 23, February 13, February 27 and March 13. P &Z recommended approval of a rezoning request for a property on Main Street to be zoned Main Street Mixed use which allows the property to be used as either a business or residence (City Council subsequently approved this request). P &Z also approved a plat with a septic waiver off of FM 2252. P &Z approved a plat associated with the Homestead Development in northern Schertz. P &Z approved a rezoning request and SUP for an auto repair facility on IH 35 (City Council subsequently approved this request). The Commission also approved plats for the tracts of land on Schertz Parkway on either side of Woodland Oaks Drive. The Commission denied a rezoning request for an additional phase of Parklands Residential development. P &Z approved a plat for a future phase of the Rhein Valley Development in southern Schertz. P &Z recommended approval of a Specific Use Permit request to allow gas pumps with a convenience store at FM 3009 and Ripps- Kreusler Blvd. TSAC — January 3 (cancelled), February 7 and March 7 TSAC recommended approval of construction speed limits on IH 35 main lanes and frontage roads (City Council subsequently approved this). TSAC also discussed in what circumstances parking should be allowed or prohibited in bike lanes. Historical Preservation — January 24 The Historical Preservation Committee discussed the Winter 2019 Newsletter and Remembrances Special Edition Articles which are available on the City's website. They discussed the disposition of some of the items they have been storing. Longtime Chairperson Dean Weirtz declined the nomination to serve a Chairperson but was elected Vice - Chair. In conjunction with the Crossvine the Committee hosted the screening of the Schertz Now & Then at the library on March 6. A link to the video is available on the City's website. Parks and Recreation Advisory Board — January 24 The Parks Board received a presentation on the status of recent repairs and improvements to the outdoor pools. They also discussed priorities for park repairs and upgrades in light of increased funding this fiscal year. Their recommendation was passed along to City Council and work has begun on a number of those projects. Library Board — January 7, February 4, and March 4 At all of the meetings, the Library Board received reports on the board's finances, library usage and the bookstore. The Board discussed the reading clubs and materials funding. They discussed the collection development policy as well as staff appreciation day. Schertz Economic Development Corporation — January 24 and February 28, 2019 Over the last two regular monthly meetings of the year, the SEDC held one roundtable for manufacturers and warehouse and distribution companies, visited four (primary job creators) businesses, and worked with the Post Office on the installment of a new mail box cluster for several primary job employers at Commercial Place. The Board approved a resolution for the provision of economic development services with Comal County which allows the SEDC to partner with Comal County on economic development negotiations between prospective businesses and the County. The Board also approved an SEDC resolution for amendments related to the changes in the legal entity of Amazon.com agreement. The Board was briefed on the compliance of all the annual certification reports received for the 2018 period from 13 active agreement (except Amazon.com which is due to certify this year in May 2019). As part of the SEDC Reserves planning and forecasting, the Board participated in a visioning exercise from a list of potential projects that could grow the Schertz economy. The Board accepted the Independent Auditor's Report for the year ended September 30, 2018. Lastly, the Board approved an SEDC resolution extending the construction deadline with Schertz 312 LLC. Committee of Committees Advisory Board Summary CCAB Notes 3/20/19: Mark Browne gave the City Manager Report introducing Amber Briggs Beard, General Manager of the Schertz Seguin Local Government Corporation (SSLGC) who provided an overview of SSLGC's operations including the status of the project to bring a second water feed from Seguin to Schertz. Mark Browne provided an overview of bills pending in the State Legislature that are of interest to the City — in particular bills that impact revenue, annexation authority and open meetings requirements. Brian James reviewed the Boards and Commission Report. From: Dale Seiler < z Sent: Saturday, March 23, 2019 6:07 AM To: Cedric Edwards; Cc: Mark Browne; Brian James; Brenda Dennis; David Scagliola Subject: Re: Schertz Aquatics Center Good morning. Yes, of course, my notes can be referenced. An addendum, which I neglected to include, were other, non- competitive groups making use of the Aquatics Center. A conversation yesterday with a colleague reminded me. While I don't recall the name of specific veteran's organizations, I have seen some organized events during the weekday to get vets in the water, apparently as a part of physical therapy or rehabilitation. That swimming is the only exercise that can be performed cradle -to -grave by pretty -much anyone underscores its importance, especially in a population such as that of Schertz. Thank you for the reply and for your endeavors on City Council. Your efforts are appreciated. Cordially. / /dale Get Outlook for iOS From: Cedric Edwards <cedwards @schertz.com> Sent: Saturday, March 23, 2019 00:26 To: Cc: Mark Browne; Brian James; Brenda Dennis; David Scagliola Subject: Re: Schertz Aquatics Center Dale, Thank you for reaching out, and with your permission will you allow me to have the city manager include this email in our next city council meeting packets? We are always excited to hear feedback at any level of leadership. This topic was just discussed in a recent council meeting and continues to be a point of reference. Very respectfully, Councilman Cedric Edwards Sr Sent from my iPad On Mar 19, 2019, at 10:34 AM, Dale Seiler A—MINNIfflomw wrote: Hi, Cedric. Just wanted to drop a long overdue line regarding the Schertz Aquatics Center —the pool at the YMCA. As you know, I grew up in Schertz, learning to swim at what is now known as Pickrell Park. More recently, my limited swim time is spent at the Aquatics Center (AC), given its year -round accessibility (thanks to heat, lights) and dedicated lane lines for lap swimming. The addition of the AC to the community has been a godsend, not only for my own use but also for all swimmers in the area. The AC is utilized most heavily by the high school teams, which have seen significant gains in performance with both Steele and Clemens sending more swimmers to the State Swim Meet this past February. Steele and the District celebrated its first podium placement at State with Evelyn Bruner taking 3rd in the 200 freestyle. Clemens also sent both an individual female in the 50 freestyle, and relay females in the 4x100 relay. This success would not have been possible without the AC. But swimming doesn't stop with high school students. Age Group swimmers ranging in age make use of the pool, as do area triathletes training for everything from local sprints to Ironman. Granted, the pool does have its shortcomings, mostly with the number of lanes. The lack of warm -up /cool -down lanes and limited deck space do complicate hosting meets (which can generate revenue for teams, the City) but these shortcoming are overcome as best is possible. I and others who make use of the AC are quite grateful for what we have; it's better than the vacant lot behind the old fire station that had been there. Thank you for your time, both in reading this and in serving the needs of the citizens of Schertz. Cordially. / /dale #cureMS 1 http: // main. nationalmssociety .org /goto /dale20l9 informational only X NI V 11. ON111►`[4I Ed 10I01 [o7 710 Rod I City Council Meeting: April 2, 2019 Department: City Manager Subject: Update on major projects in progress /CIP, City View, Utility Meter Swap Out, and Agenda Quick Software Background This is the monthly update on large capital projects that are in progress or in the planning process. This update is being provided so Council will be up to date on the progress of these large projects. If Council desires more information on any project or on projects not on this list, please reach out to staff and that information will be provided. Drainage Projects: East Dietz Creek Desilting: C-3 Environmental has completed all silt removal work in the channel and have sprayed the entire channel with hydromulch to begin revegetation. C- 3 also replaced the sidewalk at Gutierrez Park. The project is expected to be substantially complete by the first week in April. Final completion will be contingent on the establishment of vegetation in the channel. 2. Drainage Maintenance Projects: The signed contract with C -3 Environmental is in place. A preconstruction meeting was held on March 28th with City Staff and C -3 Environmental. Work is anticipated to begin the first part of April. The project has a 90 day duration to complete. Facilities Proiects: 1. Fire Station 3: Under slab mechanical, electric and plumbing is complete for the area of the building that is the office side. Block is being installed on the equipment bay side and the structural steel is on site. The concrete pour for the office slab is scheduled the week of 4-1-19. On site storm water issues are finalized. Sanitary sewer service is designed. Current substantial completion date is September 2019, barring any delays. 2. Animal Adoption Center: The epoxy flooring project is 80% complete. The office area and one kennel side are in the punch out phase. Animals should be moved into the newly floored kennels by the end of the week, 4 -1 -19. Work in the remaining kennels will start once the animals are moved. The facility will be closed during this time with adoptions occurring by appointment. Current completion time is late April. Water Projects: 1. E. Live Oak Ground Storage Tank Painting: Due to weather delays, the start of the project was pushed back. M &M: Tank Coatings is scheduled to begin work in early April. The project has a 120 day duration to complete. 2. Water Meter Change Out: As of March 29, 2019, approximately 8,000 meters have been changed out (of approximately 14,200 meters). Replacement of meters started in areas with the most manual reads by staff. Staff is currently estimating a June 2019 completion date for all meter change outs. 3. FM 1103 Utility Relocation Project: City Staff continues to work on acquiring the final two easements necessary to relocate water and wastewater lines that are in conflict with the planned roadway and drainage improvements associated with the TxDOT FM 1] 03 Improvement Project. Bids for the project were received on March 20th. Four bids were received and City Staff is currently working to evaluate the qualifications of the lowest bidder. City Staff plans to present the bid award recommendation to City Council on April 9th or 23rd. Enineerins! Projects: 1. 2018 Street Preservation and Maintenance /Rehabilitation Project: Staff is reviewing the construction plans for Schertz Parkway reconstruction from Maske to Woodland Oaks. Comments will be provided to LAN next week. This will allow the construction plans to be finalized and the consultant's internal QA /QC be completed. The City Attorney has reviewed the EJCDC Standard General Conditions draft Staff created. The document is being finalized and there are a couple items that need City Attorney clarification on. Staff is working to get the clarification on these items. This contract section should be complete in the next couple of weeks. Staff anticipates bidding the project in April. 2. Corbett Elevated Water Storage Tank: The Notice to Proceed was issued on February 1 I th and work onsite began in late - March. Landmark Structures and City Staff are working through the submittal process. Landmark Structures is also working to finalize the tank foundation design. The project is expected to be completed July of 2020. 3. Woman Hollering Creek Wastewater Interceptor Main and Lift Station: CobbFendley continues to work on making the final plan revisions and the bid documents. City Staff and CobbFendley continue to negotiate with property owners to acquire necessary easements for the project. Revised offer letters have been sent out to property owners and negotiations continue with property owners. CobbFendley is working to complete the City's platting and site plan process for the lift station site. The bidding of the project is dependent on easement acquisition, but the project is planned to be bid in the late Spring or early Summer of 2019. 4. Pedestrian Routes and Bike Lanes Project: Ford Engineering is scheduled to submit completed plans for review by City Staff by the end of March. Staff continues to work with LCRA to finalize the purchase of property for the hike and bike trail. City Staff continues to work through approvals with TxDOT. The letting date for the project has been pushed back by TxDOT to October 2019. 5. FM 1103 Bridge Project: Construction continues on the bridge structure. Bridge decks have been poured. The contractor is working on asphalt on the frontage roads and will shortly be pouring the concrete bridge rails and curb and sidewalk. Lane closures and traffic rerouting will continue as necessary. TxDOT and its contractors keep City Staff informed of detours and closures so that the City can assist in disseminating the information to the public in a timely fashion. The currently anticipated completion date remains June 2019 (weather permitting). 6. FM 1103 Improvement Project: Utility relocations are underway (including electric, communications, gas, water, and wastewater). Schertz Public Works is working to relocate water and wastewater lines that conflict with the planned roadway and drainage improvements (see FM 1103 Utility Relocation Project update). Due to issues with the numerous utilities and relocation projects, the target let date for a construction contract has been moved from October 2019 to May 2020. Construction of the complete project (IH 10 to Rodeo Way in Cibolo) is anticipated to take four years. 7. FM 1518 Improvement Project: Project has been environmentally cleared. TxDOT has formally begun the process of acquiring property needed for the expansion project. Initial offer letters have been sent to property owners. Approximately 1.40 parcels are affected by right of way needs, including a parcel of land owned by the City of Schertz (across the front of the existing Sedona Lift Station). TxDOT is also continuing to work on a value - engineering phase of the project. The project is currently scheduled for letting in September, 2022; construction may begin as early as January, 2023. Planning and Community Development Projects: 1. CityView Permitting and Development Software: We have been meeting with representatives from various city departments to work through the different permitting processes to wrap up the data collection phase which is the first step of the software implementation. We have also been working with the CityView project team to iron out how our various impact fees are calculated and assessed. Once the data collection is complete, the CityView Team will configure the software and return it to the City for User Acceptance Testing. The configured software is tested, we will move to staff user training and then go live with the software. 2. Agenda Quick software: The Planning Division utilized the AgendaQuick software, in the test site, to complete both the March 13th and March 27th Planning and Zoning Commission agendas and packets. Additionally, City staff and the AgendaQuick software team are finalizing the templates for City Council. City admin users have scheduled on- site user training for April 23rd and April 24th in order for all City staff that creates agenda items to have training with the AgendaQuick team. Once this on -site training is complete City admins will work with the AgendaQuick team to finalize any last remaining items / changes before the software officially "goes live ".