22-R-15 - EDC Performance Agreement - EDC and Sysco Corporation AKA Sysco USA I, Inc.RESOLUTION NO. 22-R-15
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ
TEXAS AUTHORIZING A PROJECT AND EXPENDITURE OF THE
SCHERTZ ECONOMIC DEVELOPMENT CORPORATION, TEXAS IN
THE FORM OF AN ECONOMIC DEVELOPMENT PERFORMANCE
AGREEMENT BETWEEN THE CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION AND SYSCO CORPORATION AKA
SYSCO USA I, INC.; AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City of Schertz Economic Development Corporation ( "SEDC ") is a non-
profit industrial development corporation duly established under the Development Corporation
Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the
Development Corporation Act of 1979) (the "Act ");
WHEREAS, all of the powers of the corporation are vested in the SEDC Board of Directors
(the "Board ") appointed by the governing body of the corporation's authorizing unit; and
WHEREAS, the Act authorizes a development corporation to fund certain projects as
defined by the Act and request development corporations 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, Sysco Corporation ( "Company ") through wholly -owned subsidiary Sysco
USA I, Inc. desires to expand its Texas operations within its existing building that is located at
1260 Schwab Rd, Schertz, Comal County, Texas 78132; and
WHEREAS, Company intends to maintain 450 full -time employees with a
minimum annual payroll of $24,800,000 and create an additional 40 jobs totaling 490 jobs and
a minimum annual payroll of $27,400,000; and
WHEREAS, the SEDC intends to provide a 50% incremental rebate based upon the real
and personal property taxes paid by Company calendar years 2023, 2024 and 2025 to the City of
Schertz; and
WHEREAS, the location of the Company, as proposed, will contribute to the economic
development of the City of Schertz by creating new jobs and increased employment, promoting
and developing expanded business enterprises, increased development, increased real property
value and tax revenue for the City of Schertz, and will have both a direct and indirect positive
overall improvement /stimulus in the local and state economy; and
WHEREAS, the SEDC desires to offer incentives to Company to enable Company to
expand its local Facility and workforce pursuant to this Agreement in substantial conformity with
the City of Schertz Economic Development Incentive Policy and the Act; and
WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a
minimum for a schedule of additional payroll or jobs to be created or retained and
capital investment to be made as consideration for any direct incentives provided or expenditures
made by the corporation under the agreement and to specify the terms under which repayment
must be made if the business enterprise does not meet the performance requirements specified in
the agreement; and
WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve
all programs and expenditures.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ TEXAS THAT:
1. The recitals contained in the preamble hereof are hereby found to be true, and such
recitals are hereby made a part of this Resolution for all purposes and are adopted as a part
of the judgment and findings of the Council.
2. The City Council hereby approves the project and expenditure as requested and
recommended by the SEDC as represented by the Economic Development Performance
Agreement attached hereto as Exhibit _A A.
3. The City Council acknowledges the recommendation from the SEDC to consider
nominating Company for a State Enterprise Project Designation and consider such by
separate Resolution.
4. All resolutions, or parts thereof, which are in conflict or inconsistent with any
provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved
herein.
5. This Resolution shall be construed and enforced in accordance with the laws of the
State of Texas and the United States of America.
6. If any provision of this Resolution or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this Resolution and the
application of such provision to other persons and circumstances shall nevertheless be
valid, and the board hereby declares that this Resolution would have been enacted without
such invalid provision.
7. It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Chapter 551, Texas Government Code, as
amended.
8. This Resolution shall be in force and effect from and after its final passage, and it
is so resolved.
PASSED AND ADOPTED, this day o , 2022.
CITY OF SCHERTZ
- 4 44�
Ra l utie4a, Mayor
ATTEST:
Brenda Dennis, City Secretary
Exhibit A
ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT
SYSCO CORPORATION.
[SEE ATTACHED]
DocuSign Envelope ID: 6EEBB8E1 -E647- 4956- 8783- 659F87978714
SEDC RESOLUTION NO. 2022 -1
A RESOLUTION BY THE CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION, TEXAS AUTHORIZING AN
ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT
BETWEEN THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION AND SYSCO CORPORATION; AND OTHER MATTERS
IN CONNECTION THEREWITH
WHEREAS, the City of Schertz Economic Development Corporation ( "SEDC ") is a non-
profit industrial development corporation duly established under the Development Corporation
Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the
Development Corporation Act of 1979) (the "Act ");
WHEREAS, all of the powers of the corporation are vested in the SEDC Board of Directors
(the "Board ") appointed by the governing body of the corporation's authorizing unit; and
WHEREAS, the Act authorizes a development corporation to fund certain projects as
defined by the Act and request development corporations 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, Sysco Corporation ( "Company ") through wholly -owned subsidiary Sysco
USA I, Inc. desires to expand its Texas operations within its existing building that is located at
1260 Schwab Rd, Schertz, Comal County, Texas 78132; and
WHEREAS, Company intends to maintain 450 full time employees with a minimum
annual payroll of $24,800,000 and create an additional 50 jobs totaling 490 jobs and a minimum
annual payroll of $27,400,000; and
WHEREAS, the SEDC intends to provide a 50% incremental rebate based upon the real
and personal property taxes paid by Company for calendar years 2023, 2024 and 2025 to the City
of Schertz; and
WHEREAS, the location of the Company, as proposed, will contribute to the economic
development of the City of Schertz by creating new jobs and increased employment, promoting
and developing expanded business enterprises, increased development, increased real property
value and tax revenue for the City of Schertz, and will have both a direct and indirect positive
overall improvement/stimulus in the local and state economy; and
WHEREAS, the SEDC desires to offer incentives to Company to enable Company to
expand its local Facility and workforce pursuant to this Agreement in substantial conformity with
the City of Schertz Economic Development Incentive Policy and the Act; 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
DocuSign Envelope ID: 6EEBB8E1 -E647 -4956- 8783- 659F87978714
capital investment to be made as consideration for any direct incentives provided or expenditures
made by the corporation under the agreement and to specify the terms under which repayment
must be made if the business enterprise does not meet the performance requirements specified in
the agreement; and
WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve
all programs and expenditures.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION THAT:
1. The Board hereby approve the Economic Development Performance
Agreement attached hereto as Exhibit A and authorizes the President to execute same, in
substantially the same form attached, upon approval of the expenditure by the City
Council.
2. The Board hereby recommends the City Council of Schertz consider nomination of
Company for a State Enterprise Project Designation.
3. The recitals contained in the preamble hereof are hereby found to be true, and such
recitals are hereby made a part of this Resolution for all purposes and are adopted as a part
of the judgment and findings of the Board.
4. All resolutions, or parts thereof, which are in conflict or inconsistent with any
provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved
herein.
5. This Resolution shall be construed and enforced in accordance with the laws of the
State of Texas and the United States of America.
6. If any provision of this Resolution or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this Resolution and the
application of such provision to other persons and circumstances shall nevertheless be
valid, and the board hereby declares that this Resolution would have been enacted without
such invalid provision.
7. It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Chapter 551, Texas Government Code, as
amended.
8. This Resolution shall be in force and effect from and after its final passage, and it
is so resolved.
DocuSign Envelope ID: 6EEBBBE1 -E647- 4956 - 8783- 659F87978714
PASSED AND ADOPTED, this 27th day of January , 2022.
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
CDocuSigdd by'. I J
d1 mMi f v<.D{� (L
B79724DDE863462...
Sammi Morrill, SEDC Board Secretary for
Paul Macaluso, SEDC Board President
ATTEST:
CDocuSigned by:
CSCF031541184E3...
Jesse Carrasco, SEDC Board Treasurer
Page Break
DocuSign Envelope ID: 6EEBB8E1 -E647- 4956 - 8783- 659F87978714
Exhibit A
ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT
SYSCO CORPORATION.
[SEE ATTACHED]
DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1EC8
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
Sysco Corporation
This Economic Development Incentive Agreement ( "Agreement ") is entered into to be
effective as of February 8th, 2022 , by and between the Schertz Economic Development
Corporation, located in Guadalupe County, Texas (hereinafter called "Corporation "), 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
and Sysco Corporation, a Delaware Corporation authorized to do business in Texas (hereinafter
called "Company "), otherwise known as the "Parties" to this Agreement.
RECITALS
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 expenditures on behalf of a business enterprise under a project; 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, Company, through wholly -owned subsidiary Sysco USA I, Inc. desires expand its
Schertz Texas operations within an existing building that is located at 1260 Schwab Rd, Schertz,
Comal County, Texas 78132; and
WHEREAS, over the term of the Agreement, Company intends to create an additional 40 and
maintain 450 full time employees with a minimum annual payroll of $27,400,000; and
WHEREAS, Corporation intends to provide a 50% incremental rebate based upon the real and
personal property taxes paid by Company calendar years 2023, 2024 and 2025 and other terms and
conditions set forth in this Agreement; and
WHEREAS, the expansion of the Company, as proposed, will contribute to the economic
development of the City of Schertz by creating new jobs and increased employment, promoting
and developing expanded business enterprises, increased development, increased real property
value and tax revenue for the City of Schertz, and will have both a direct and indirect positive
overall improvement /stimulus in the local and state economy;
WHEREAS, the Corporation desires to offer incentives to Company to enable Company to
expand the existing Facility pursuant to this Agreement in substantial conformity with the City of
Schertz Economic Development Incentive Policy and the Act; and
DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1EC8
WHEREAS, the Parties are executing and entering into this Agreement to set forth certain terms
and obligations of the Parties with respect to such matters; and
WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms 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:
ARTICLE I
RECITALS
1 Recitals. The recitals set forth above are declared true and correct by the Parties
and are hereby incorporated as part of this Agreement.
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 Company is acting in reliance upon the Corporation's performance of its obligations under
this Agreement in making the decision to commit substantial resources and money to the
establishment of the Project, hereinafter 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 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 in the form of an incremental real and
personal property tax rebate to cover certain costs associated with Company's Project and
specifically state the covenants, representations of the Parties, and the incentives associated with
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
2
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specific requirements of the Act. It is expressly agreed that this Agreement constitutes a single
transaction. A failure to perform any obligation by the Company may constitute a breach of the
entire Agreement and terminate any further commitments (if any) by the Corporation 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.
"Annual Payroll" shall mean the total wages paid, exclusive of employee benefits, to Full -
time Employees at the Schertz Facility.
"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
bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed
within ninety (90) days after the filing thereof.
"Certificate of Occupancy" shall mean the signed certificate issued by the City of Schertz
Inspections Division granting the Company the right to occupy the Facility and confirming that
the entire work covered by the permit and plans are in place.
"Default" shall mean failure by any Party to timely and substantially comply with any
performance requirement, duty, or covenant if uncured within sixty (60) days of receiving written
notice from any other Party.
"Effective Date" shall be the date of the last signature authorizing this agreement.
"Expiration Date" shall mean the earlier of:
1. April 15, 2028; or
2. The date of termination, provided for under Article VII of this Agreement.
"Facility" shall mean the property and improvements that house the Project and being
located at 1260 Schwab Rd, Schertz, Comal County, Texas 78132.
"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,
DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 8600- 4AB5E3CF1EC8
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.
"Full -time Employee" shall mean: (1) an employee with a regular work schedule of at least
36 hours per week as reported on the Texas Employers Quarterly Wage Report from the Texas
Workforce Commission and (2) are entitled to at least the customary employer- sponsored
employee benefits package afforded by the Company to its similarly situated employees at other
locations.
"Grant" shall mean the three cash payments from Corporation to Company in the form of
a 50% property tax rebate for taxes paid to the City of Schertz on New Incremental Value for
calendar years 2023, 2024 and 2025 based upon the taxes paid by Company for the real and
tangible personal property on -site at Company's Schertz operation.
"New Incremental Value" shall mean, as used herein, calendar year 2023 real and personal
property assessment as determined by the Comal County Appraisal District less the 2021 Assessed
Value or other means acceptable to the Schertz Economic Development Corporation for the
purpose of validating incremental assessed value from the base value established for Calendar year
2021 and associated with new construction for the planned expansion and excluding new personal
property investment in the existing facility.
"Project" shall mean the expansion of Company's Schertz Facility along with the creation
of 40 Full -time Employee jobs.
"State of Texas" shall mean the Office of the Texas Comptroller, or its successor.
"Tangible Personal Property" shall mean tangible personal property, equipment,
machinery, fixtures and inventory owned or leased by Company that is added to the Project
subsequent to the execution of this Agreement and is accounted on the tax rolls by the Comal
County Appraisal District.
ARTICLE IV
ECONOMIC DEVELOPMENT INCENTIVE TERMS AND CONDITIONS
1. Incentive.
Subject to the satisfaction of all the terms and conditions of this Agreement and the obligation of
Company to repay the Grant pursuant to Article V hereof, the Corporation agrees to provide
Company with the following economic development incentives:
Incremental Property Tax Rebate:
Corporation shall provide an incremental property tax rebate of 50% of the New Incremental Value
created by the expansion project for calendar year 2023, 2024, and 2025 in the form of an annual
grant of up to $25,000, whichever is less.
DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1EC8
The Grant shall be paid within sixty (60) days after receipt of a copy of the Annual Report
reflecting that the applicable performance period objectives have been met as shown in the
following Performance Table:
Performance Table
Performance
Period Jan 1 -
Dec 31
Existing
Jobs
New
Jobs
Total
Jobs at
an Avg
of $70K
Total
Minimum
Payroll
Real
Property
Investment
Personal
Property
Investment
Proposed
Incremental
Value Rebate
Yr. 0 — 2022
450
$24.8M
$10M
$2.6M
Yr. 1 — 2023
8
458
$25.2M
_
50%
Yr. 2 — 2024
8
466
$26.1M
50%
Yr. 3 — 2025
8
474
$26.5M
50%
Yr. 4 — 2026
8
482
$27M
Yr. 5 — 2027
8
490
$27AM
State Enterprise Zone Project Nomination :
The Corporation will facilitate the City of Schertz adopting an enabling ordinance and nominate
Company's project for a State Enterprise Project designation for the March 1, 2022 round of
applications.
2. Current Revenue. The funds distributed hereunder shall be paid solely from
lawfully available funds to the Corporation. Under no circumstances shall the obligations
hereunder be deemed to create any debt within the meaning of any constitutional or statutory
provision. 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. Confidentialit � . The Corporation agrees to the extent allowed by law, to keep all
tax information and documentation received, pursuant to this Agreement hereof, confidential. In
the event a request is made for such information pursuant to the Texas Public Information Act,
Corporation will not disclose the information unless required to do so by the Attorney General of
Texas under the provisions of the applicable statutes.
4. Conditions Precedent. The obligation of the Corporation to pay funds in the form
of a Grant shall be conditioned upon Company's continued compliance with and satisfaction of
each of the conditions set forth in this Agreement as reflected in the Performance Table above.
5. Annual Report. The Company shall submit an Annual Report (an "Annual Report")
for the preceding Calendar Year to the Executive Director of the Corporation each year not later
than February 15tt' The Annual Report should substantially conform to the Annual Report Form
attached as Exhibit A to this Agreement. The first Annual Report will be due February 15th, 2022.
ARTICLE V
COVENANTS AND DUTIES
5
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1. Comlyanr's Covenants and Duties. Company makes the covenants and warranties
to the Corporation, and agrees to timely and fully perform the obligations and duties contained in
Article IV 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) 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 and the United
States of America during any term of this Agreement and shall timely and fully
comply with all of the terms and conditions of this Agreement to commence and
complete the Project in accordance with the Agreement.
(b) The execution of this Agreement has been duly authorized by Company's
authorized agent, and the individual signing this Agreement is empowered to
execute such Agreement and bind the entity. Said authorization, signing, and
binding effect is not in contravention of any law, rule, regulation, or of the
provisions of Company's by -laws, or of any agreement or instrument to which
Company is a party to or by which it may be bound.
(c) Company is not a party to any Bankruptcy proceedings currently pending
or contemplated, and Company has not been informed of any potential involuntary
Bankruptcy proceedings.
(d) To its current, actual knowledge, and subject to the Certificate of
Occupancy (or other approvals and permits to be obtained under subpart (f)
immediately below), Company has acquired and maintained all necessary rights,
licenses, permits, and authority to carry on its business in the City of Schertz and
will continue to use its best efforts to maintain all necessary rights, licenses,
permits, and authority.
(e) Company agrees to obtain or cause to be obtained, all necessary permits and
approvals from City of Schertz and /or all other governmental agencies having
jurisdiction over the construction of any improvements to the Facility and shall be
responsible for paying, or causing to be paid, to City of Schertz and all other
governmental agencies the cost of all applicable permit fees and licenses required
for construction of the Project.
(f) Company shall cooperate with the Corporation in providing all necessary
information to assist them in complying with this Agreement.
(g) 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 S 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 Grant provided herein will be used.
R
DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1EC8
(h) Maintain and prepare financial statements in accordance with generally
accepted accounting principles in the United States of America as established by
the Financial Accounting Standards Board and permit Corporation to visit,
examine, audit, inspect, and make and take away copies or reproductions of
Company's book of accounts and other records at mutually agreed upon times
(provided, Corporation shall pay the reasonable fees and disbursements of any
accountants or other agents of Corporation, selected by Corporation, for the
foregoing purposes). Unless written notice of another location is given to
Corporation, Company's books and records will be located at 1260 Schwab Rd,
Schertz, Comal County, Texas 78132.
(i) Grant Corporation the right to periodically (and with reasonable advance
notice) verify the terms and conditions of this Agreement including, but not limited
to, the number of persons employed by Company as a result of the assistance
provided hereunder, the addresses of those persons, the number of hours each
employee worked during the previous 12 months, the total expenses attributable to
training and employing those employees, and the cumulative payroll for
Company's Schertz operation.
2. Corporation's Covenants and Duties. The Corporation is obligated to pay
Company a Grant in the form of a rebate on personal property taxes paid to the City of Schertz as
outlined in Performance Table. The Grant shall be paid within sixty (60) days after receipt of a
copy of the Annual Report reflecting that the applicable performance period objectives have been
met as set forth in this Agreement.
3. Substantial Compliance and Default. Failure by any Party to timely and
substantially comply with any performance requirement, duty, or covenant shall be considered an
act of Default if uncured within sixty (60) days of receiving written notice from any other Party.
Failure of Company to timely and substantially cure a default will give the Corporation the right
to terminate this Agreement, as reasonably determined by the Board of Directors of the
Corporation.
4. Recapture. In the event of Default by the Company, the Corporation shall as its
sole and exclusive remedy for Default hereunder, after providing Company notice and an
opportunity to cure, have the right to discontinue all future Grant payments and recapture all
amounts previously paid under this Agreement (as applicable, the "Recaptured Amount ").
The Recaptured Amount shall be paid by the Company within one hundred twenty (120) days after
the date Company is notified by the Corporation of such Default (the "Payment Date ") provided
said Default was not cured. In the event the Recaptured Amount is not repaid by the applicable
Payment Date, the unpaid portion thereof shall accrue interest at the rate of two percent (2.00 %)
per annum from the Effective Date until paid in full.
ARTICLE VI
TERMINATION
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1. Termination. This Agreement shall terminate upon the earliest occurrence of any
one or more of the following:
(a) The written agreement of the Parties;
(b) The Agreement's Expiration Date;
(c) Default by Company (at the option of the Corporation).
ARTICLE VII
DISPUTE RESOLUTION
1 Mediation. If a dispute arises out of or relates to this Agreement or the breach
thereof, the Parties shall first in good faith seek to resolve the dispute through negotiation between
the upper management of each respective Party. If such dispute cannot be settled through
negotiation, the Parties agree to try in good faith to settle the dispute by mediation under the
Commercial Mediation Rules of the American Arbitration Association, San Antonio, Texas,
before resorting to litigation; provided that a Party may not invoke mediation unless it has provided
the other Party with written notice of the dispute and has attempted in good faith to resolve such
dispute through negotiation. Notwithstanding the foregoing, any Party may seek immediate
equitable relief, without attempting to settle a dispute through mediation, in any case where such
Party is entitled to equitable relief by law, the terms of the Agreement, or otherwise. All costs of
negotiation and mediation collectively known as alternate dispute resolution ( "ADR") shall be
assessed equally between the Parties with each party bearing their own costs for attorneys' fees,
experts, and other costs of ADR and any ensuing litigation.
2. During the term of this Agreement, if Company files and/or pursues an adversarial
proceeding against the Corporation regarding this Agreement without first engaging in good faith
mediation of the dispute, then, at the Corporation's option, all access to the funds provided for
hereunder may be deposited with a mutually acceptable escrow agent that will deposit such funds
in an interest bearing account until the resolution of such adversarial proceeding.
3. Under no circumstances will the funds received under this Agreement be used,
either directly or indirectly, to pay costs or attorney fees incurred in any adversarial proceeding
regarding this Agreement against either the Corporation or the City of Schertz.
ARTICLE VIII
MISCELLANEOUS
1. Binding Agreement. The terms and conditions of this Agreement shall be binding
on and inure to the benefit of the Parties, and their respective successors and assigns. The 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. Notwithstanding any other provision of this Agreement to the contrary,
performance of either Party under this Agreement is specifically contingent on Company obtaining
a Certificate of Occupancy from the City of Schertz and commencing operations at the Facility
under the terms of this Agreement.
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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. Representations and Warranties. The Corporation represents and warrants to
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. Company represents and warrants to the Corporation that it has the requisite authority
to enter into this Agreement.
4. Assignment. Company shall have the right to assign all of its rights, duties, and
obligations under this Agreement to a duly qualified third party with prior written approval of the
Corporation. Any assignment provided for herein shall not serve to enlarge or diminish the
obligations and requirements of this Agreement, nor shall they relieve 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.
5. 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.
6. 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:
DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1 EC8
If intended for SE_DC: Schertz Economic Development Corporation
Attention: Exec. Dir. of Economic Development
1400 Schertz Parkway
Schertz, TX 78154
With a coro. to:
Denton, Navarro, Rocha, & Bernal, PC
Attention: T. Daniel Santee
2517 North Main Avenue
San Antonio, TX 78212
If to the Comnan4 Sysco Corporation
Attention: Eddie Tantoco
Director of Tax & Business Incentives
1390 Enclave Pkwy
Houston, TX 77077
Any Party may designate a different address at any time upon written notice to the other
Parties.
7. Governmental Records. All invoices, records and other documents required for
submission to the City pursuant to the terms of this Agreement are Governmental Records for the
purposes of Texas Penal Code Section 37.10
8. Governing Law. The Agreement shall be governed by the laws of the State of
Texas, and the venue for any action concerning this Agreement (subject to the dispute resolution
mechanisms of Article VIII above) shall be in the Courts of Guadalupe County. The Parties agree
to submit to the personal and subject matter jurisdiction of said court.
9. Amendment. This Agreement may be amended by mutual written agreement of the
Parties, as approved by the Board of Directors of the Corporation.
10. Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect other provisions of this Agreement, and it
is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be
illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or
unenforceable.
11. Pa \ment of Legal Fees. Company commits to reimburse the Corporation for the
necessary legal fees in the preparation of any amendment to this Agreement requested by
Company. Timely payment shall be made within 60 days of submittal of invoice to Company by
the Corporation or its assigns. Each Party shall bear its own attorney's fees in connection with the
negotiation of this Agreement.
12. Int Spretation. 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
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DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1 EC8
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.
13. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter covered in this Agreement. There is no other collateral
oral or written agreement between the Parties that, in any manner, relates to the subject matter of
this Agreement, except as provided for in any Exhibits attached hereto or duly approved
amendments to this Agreement, as approved by the Board of Directors of the Corporation.
14. ParagraL)h Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the various and
several paragraphs.
15. Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
16. Exhibits. Any Exhibits attached hereto are incorporated by reference for all
purposes.
17. Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
18. Indemnification.
COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD THE CORPORATION
AND CITY, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES
HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES,
DAMAGES, CLAIMS, LAWSUITS, JUSTMENTS, 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 ANNUAL
GRANTS 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.
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DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1EC8
19. 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.
20. Force Majeure. Whenever a period of time is herein prescribed for action to be
taken by the Company, the Company shall not be liable or responsible for, and there shall be
excluded from the computation of any such period of time, any delays due to causes of any kind
whatsoever which are caused by Force Majeure.
Executed on this 27th day of January 2022.
ATTEST:
DocuSigned by:
B
y !`S/�/1R�Sd11 RAF��
Jesse Carrasco, SEDC Board Treasurer
SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION
DocuS
BJ ignend �by�:
V SWMt i M.NVrI.i,�
:
Sammi Morrill, SEDC Board Secretary for
Paul Macaluso, SEDC Board President
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DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1 EC8
Executed on this 3rd day of February 2022
COMPANY
SYSCO CORPORATION
DocuSigned 6y:
By: 91441. 'bWt&SU
1GB83231F45A462...
Name: Ani to Zielinski
Title: chief Accounting officer
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DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86CO- 4AB5E3CF1EC8
Exhibit A
SAMPLE ANNUAL CERTIFICATION REPORT FORM
[SEE ATTACHED]
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DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1EC8
Annual Certification Report
Reporting Period: January 1 to December 31, 20_
The Annual Certification Report for the Economic Development Incentive Agreement between the City of Schertz
Economic Development Corporation and , is due on February 15, 20_. Please sign and return
the Annual Certification Report form with accompanying narrative.
Project Information:
Company's legal name:
Project address subject to incentive:
Company primary contact:
Phone number:
E -mail address:
Title:
Employment and Wage Information:
Has the Company employed undocumented workers? ❑ Yes ❑ No
What is the total number of Full -time Employees located at the Schertz facility during the calendar year?
What is the total Annual Payroll for the Schertz facility during the calendar year?
Investment Information:
What is the 20_ appraised ad valorem tax value for Tangible Personal Property?
Narrative:
A brief narrative explaining the current year's activities and/or any potential defaults has been provided? ❑ Yes ❑ No
Employment:
Total full -time employees:
Total annual payroll:
Number of full -time jobs added in past year:
Number of employees that live in Schertz, Texas:
Interested in being contacted about workforce training opportunities? ❑ Yes :1 No
Interested in being contacted for assistance with City permits? ❑ Yes ❑ No
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DocuSign Envelope ID: D6A79385- 77CD- 4D7E- 86C0- 4AB5E3CF1 EC8
I certify that, to the best of my knowledge and belief, the information and attachments provided herein are true and accurate
and in compliance with the terms of Economic Development Incentive Agreement.
I further certify that the representations and warranties contained within the Agreement remain true and correct as of the
date of this Certification, and Sysco Corporation. remakes those representations and warranties as of the date hereof.
I further certify that the employment and wage information provided is true and accurate to the best of my knowledge and I
can provide documentation from the Texas Workforce Commission to support my claim if so requested.
I understand that this Certificate is being relied upon by the SEDC in connection with the expenditure of public funds.
I have the legal and express authority to sign this Certificate on behalf of Sysco Corporation.
Name of Certifying Officer Certifying Officer's Title
Phone Number
E -Mail Address
Signature of Certifying Officer Date
STATE OF TEXAS X
COUNTY OF GUADALUPE X
This information was acknowledged before me on this day of , by
I first and last name) . (title) for Sysco Corporation, a Texas corporation, on behalf of said agency.
Notary Public, State of Texas
Notary's typed or printed name
My commission expires
The Annual Certification Report is to be completed, signed and returned on or before February 15, 20_.
Please send an original to the following address:
Attention: Executive Director
City of Schertz Economic Development Corporation
1400 Schertz Parkway, Bldg. No. 2
Schertz, TX 78154
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