22-R-42 - Subdivison Improvement Agreement with Crossvine Module 2, Unit 1RESOLUTION NO. 22-R42
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
AUTHORIZING A SUBDIVISION IMPROVEMENT AGREEMENT CROSSVINE
MODULE 2, UNIT 1, AND OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the Landowner desires to defer certain dedication and improvement obligation for
Crossvine Module 2, Unit 1; and
WHEREAS, pursuant to Section 21.4.15 of the City's Unified Development Code, the obligation
to dedicate and construct improvements for the Subdivision may be deferred if an Improvement
Agreement is executed and if sufficient surety is provided to secure the obligation to construct the
improvements; and
WHEREAS, the City staff of the City of Schertz has recommended that the City enter into a
Subdivision Improvement Agreement; and
WHEREAS, the City Council has determined that it is in the best interest of the City to authorize
the City Manager to enter into a Subdivision Improvement Agreement.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS:
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute a Subdivision
Improvement Agreement for Crossving Module 2, Unit 1.
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 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provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions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. If any provision of this Resolution or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this Resolution and the application of
such provision to other persons and circumstances shall nevertheless be valid, and the City Council
hereby declares that this Resolution would have been enacted without such invalid provision.
Section 5. This Resolution shall be construed and enforced in accordance with the laws of
the State of Texas and the United States of America.
Section 6. 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 12th day of April, 2022.
--4 7 -
Ralp�Ytier4 Mayor
ATTEST:
W Mij s
After Recordin Please Return To:
CITY OF SCHERTZ
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Secretary
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS.
COUNTY OF BEXAR §
SUBDIVISION IMPROVEMENT AGREEMENT
FOR
THE CROSSVINE MODULE 2, UNIT 1
THIS SUBDIVISION IMPROVEMENT AGREEMENT (hereinafter referred to as the
"Agreement ") is entered into by and between Schertz 1518, Ltd., a Texas limited partnership
(hereinafter referred to as the "Owner ") and the City of Schertz, Texas, a Texas Municipal
Corporation (hereinafter referred to as the "City ") and is effective upon the execution of this
Agreement by the Owner and the City (the "Effective Date ").
WHEREAS, the Owner is the owner of that certain real property located in the City of
Schertz, Bexar County, Texas, more specifically described on Exhibit "A ", attached hereto and
made a part hereof for all purposes (the "Property ", "The Crossvine Garden Homes ", or the
"Garden Homes ");
WHEREAS, the Owner intends to develop a residential subdivision containing garden
homes which are zero -lot line lots in The Crossvine Module 2, Unit 1 as graphically depicted
on the attached approved Final Plat set forth on Exhibit `B" attached hereto and incorporated
herein by reference (the "Plat "); and
WHEREAS, the Property is subject to The Crossvine PDD Third Amendment which was
passed by the City Council of Schertz, Texas as Ordinance 17 -S -01 on February 28, 2017 as
well as all previous versions of the PDD as referenced therein (collectively, the "PDD "); and
WHEREAS, the PDD establishes the requirements for Community and Public Amenity
Standards in Section 9 and specifically provides in Sections 9.2.3.1, 9.2.3.2, 9.2.3.3, 9.2.3.7,
and 9.2.3.15 that:
Installation of all required landscaping within the Common Area shall be
completed prior to the recording of the final plat. The developer may
request the deferral of the installation of the landscaping until after the
final plat recordation. Deferral of the installation of the required
landscaping shall be conditioned on the execution of a subdivision
improvement agreement and sufficient surety as determined by the City
not to exceed 100% of the publicly bid cost for required Common Area
landscaping.
WHEREAS, the Owner has requested, and the City has agreed, that the installation of
required landscaping within the Common Area may be deferred as permitted by the PDD and
as more specifically set forth herein, subject to posting a fiscal surety as provided in the PDD
which is satisfactory to the City to provide financial assurances that the Common Area
Landscaping will be completed and installed as agreed and set forth herein;
WHEREAS, this Agreement is made solely with respect to the Property.
NOW THEREFORE, in consideration of the agreements set forth herein and for other
reciprocal good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and stipulated by the parties, the Owner and the City, agree as follows:
Recitals. The Recitals set forth above are hereby incorporated herein by reference as if
fully set forth herein.
2. Definitions.
A. "The Crossvine" shall mean the subdivision currently being developed by Owner
which is identified in the PDD, which subdivision may be platted through several
individual Plats pertaining to distinct portions of The Crossvine
B. "The Crossvine Module 2_ Unit 1" shall mean the property which is more fully
described and graphically depicted on the Final Plat attached hereto as Exhibit
"B ", which consists of a maximum of 77 buildable residential lots which are to be
developed as zero -lot line lots for the construction of Garden Homes as permitted
by the PDD.
C. "Common Area Landscal)inr," shall mean those landscaping improvements
graphically depicted on Exhibit "C" and to be constructed by Owner; which
Common Area Landscaping is composed of the Perimeter Public Landscaping and
the Greenspace Public Landscaping;
D "Final Plat" shall mean the Final Plat of The Crossvine, Module 2, Unit 1 which
has been approved by the City of Schertz and will be filed upon substantial
completion and acceptance of public improvements, subject to the terms and
conditions set forth herein.
E. "Garden Homes' shall mean the residential dwellings constructed on the Lots as
permitted by the PDD.
F. " Greenspace Public Landscapin;," shall mean that area labeled as such on Exhibit
"C ";
G. "Lots" shall mean each individual lot reflected in the Final Plat upon which a
Garden Home will be constructed.
H. "Perimeter Public Landscarin " shall mean that area labeled as such on Exhibit
"C ";
I. "Section" shall mean multiple Lots which are adjacent to or proximate to one
another upon which Garden Homes are constructed concurrently with one another.
The number of Lots and Garden Homes will vary between Sections and each
Section (including the Lots within each Section) will be determined by the builders
of the Garden Homes based on Garden Homes that have been sold, market
conditions, and other factors as determined by the builders.
J. "Value of Improvements" shall mean Six Hundred Seventeen Thousand Six
Hundred Forty -Four and No /100 Dollars ($617,644.00) which is the aggregate
dollar value of the Common Area Landscaping assigned to the Property which is
composed of the Value of Improvements- Perimeter Public Landscaping and the
Value of Improvements - Greenspace Public Landscaping.
K. "Value of Improvements - Greenspace Public Landscaping" shall mean Three
Hundred Two Thousand Six Hundred Forty-Five and 56/100 Dollars
($302,645.56) which is the aggregate dollar value of the Common Area
Landscaping which is for Greenspace Public Landscaping
L. "Value of Improvements- Pe_r_imeter Public Landscaping" means Three Hundred
Fourteen Thousand Nine Hundred Ninety -Eight and 44/100 Dollars ($314,998.44)
the aggregate dollar value of the Common Area Landscaping which is for
Perimeter Public Landscaping.
3. Installation of Common Area Landscaping; Covenants. The Owner and the City
covenant and agree to the following:
A. The Owner shall cause the installation of the bulk of Perimeter Public Landscaping
to be completed by no later than ninety (90) days after recording of the Final Plat,
with the acknowledgment and understanding that some portions of the Perimeter
Public Landscaping which abut Lots may be slightly delayed; and
B. Owner and the City acknowledge that the installation of Greenspace Public
Landscaping can only be undertaken after residential construction of Garden Homes
in Sections has been completed in order to maintain the integrity of grading and
drainage improvements.
C. The Owner shall cause the Greenspace Public Landscaping to be installed
periodically as Garden Homes are completed. It is acknowledged and understood
that Garden Homes will be constructed incrementally with Garden Homes in
Sections being developed at the same time.
D. As Garden Homes in separate Sections are completed, Owner shall promptly
undertake the installation of the Greenspace Public Landscaping adjacent to the
completed Garden Homes. The Greenspace Public Landscaping adjacent to Garden
Homes will be installed incrementally as Sections of Garden Homes are completed;
and shall be installed no later than sixty (60) days after the issuance of the last
Certificate of Occupancy for Garden Homes in each Section.
4. Surety. Prior to the recording of the final Plat, the Owner shall provide fiscal surety to
the City in accordance with the PDD, in an aggregate amount equal to the Value of
Improvements to assure the completion of the Common Area Landscaping. Owner may
elect to provide separate fiscal surety for the Perimeter Public Landscaping and for the
Greenspace Public Landscaping. The form of the fiscal surety shall be by a Letter of
Credit in the form attached hereto as Exhibit "D" or by such other form as the City may
approve.
Recording of Final Plat: Buildin - Permits; Certificates of Occupancv. The City shall
allow Owner to record the Final Plat upon (i) execution of this agreement by the
parties, (ii) posting of fiscal surety as provided for in Section 4 above, and (iii) the
City's acceptance of the public improvements required by the City as a condition
precedent to plat recordation with respect to the Final Plat. The deferral of the
installation of Common Area Landscaping shall not be a basis for the delay,
withholding, or denial of building permits or certificates of occupancy for individual
Garden Homes.
Completion of Common Area Landscaping; Release of Surety,°.
A. In the event Owner fails to (1) fully complete Perimeter Public Landscaping within
the required time frame as set forth herein, (ii) to fully complete Greenspace
Public Landscaping within the required time frame as set forth herein, or (iii) fully
complete construction of the Common Area Landscaping within 3 years of the
recordation of the Final Plat, the City may declare this Agreement to be in default
and at the City's sole discretion, as the City's sole and exclusive remedy:
1. Require that all Common Area Landscaping be installed by Owner
regardless of the extent of completion of the improvements on the
Property at the time the Agreement is declared to be in default;
2. Unilaterally draw from the Surety sufficient amount to complete the
Improvements itself or through a third party;
3. Assign the Surety to any third party, including a subsequent owner of the
Property, provided that funds from the Surety shall only be assigned for
the purpose of causing the construction of the Common Area
Landscaping by such third party and for no other purpose and in
exchange for the subsequent owner's agreement and posting of security
to complete the Common Area Landscaping;
B. Upon the completion of the Common Area Landscaping and acceptance and
approval by the City, the Owner may apply for the release of the Surety and the
City will undertake to release the Surety and execute such other instruments or
documents as may be necessary to reflect the satisfactory completion of the
installation of the Common Area Landscaping. If Owner has elected to post
separate fiscal surety for the Perimeter Public Landscaping and the Greenspace
Public Landscaping, then, in that event, Owner may request the release of the
surety for the Perimeter Public Landscaping separately from the release of the
surety for the Greenspace Public Landscaping, otherwise upon the same terms and
conditions set forth herein.
7. Electric Service. The City understands and acknowledges that CPS has had supply
chain challenges in the delivery of transformers and other equipment which has
resulted in delays in the provision of electrical services to the Garden Homes, to the
Property, and to streetlights located on the Property. The City agrees that the Final Plat
can be recorded prior to the completion of electrical service to the Property; provided,
however, a Certificate of Occupancy for residential occupancy of a Garden Home shall
not be issued until electrical service has been completed to the Garden Homes and the
Property.
A; roval of A.. reement. The City has approved the execution and delivery of this
Agreement pursuant to Section 21.4.15(C.)(2.) of the City's Unified Development
Code, and the Owner represents and warrants that it has taken all necessary action to
authorize its execution and delivery of this Agreement.
9. Governmental Immunit . The City does not waive or relinquish any immunity or
defense (if any) on behalf of itself, its officers, employees, Councilmembers, and
agents as a result of the execution of this Agreement and the performance of the
covenants and actions contained herein.
10. Bindin. Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, representatives, successors, and
assigns, and the terms hereof shall run with the Property.
11. Counte_ arts. This Agreement may be executed in any number of counterparts with the
same effect as if all signatory parties had signed the same document. All counterparts
shall be construed together and shall constitute one and the same Agreement.
12. Inte ration. This Agreement is the complete agreement between the parties as to the
subject matter hereof and cannot be varied except by the written agreement of the
Owner and the City. The Owner and the City each agrees that there are no oral
agreements, understandings, representations or warranties which are not expressly set
forth herein.
13. Notices. Any notice or communication required or permitted hereunder shall be
deemed to be delivered three (3) days after such notice is deposited in the United States
mail, postage fully prepaid, registered or certified mail return receipt requested, and
addressed to the intended recipient at the address shown herein. Any address for notice
may be changed by written notice delivered as provided herein. All notices hereunder
shall be in writing and served as follows:
If to the Owner:
Schertz 1518, Ltd.
314 E. Commerce, Suite 600
San Antonio, Texas 78205
Attention: Christopher K. Price
With copy to.
Round One Capital
9525 N. Capital of Texas Hwy., Suite 123
Austin, Texas 78759
Attn: Bradford L. Pittenger
If to the Ci � :
CITY OF SCHERTZ
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Manager
With co, ,v to:
Denton Navarro Rocha Bernal & Zech, P.C.
2517 N. Main Avenue
San Antonio, Texas 78212
Attention: Schertz City Attorney
14. Le�.al Construction. If any provision in this Agreement is for any reason unenforceable,
to the extent the unenforceability does not destroy the basis of the bargain among the
parties, such unenforceability will not affect any other provision hereof, and this
Agreement will be construed as if the unenforceable provision had never been a part of
this Agreement. Whenever the context requires, the singular will include the plural and
neuter include the masculine or feminine gender, and vice versa. Article and section
headings in this Agreement are for reference only and are not intended to restrict or
define the text of any section. This Agreement will not be construed more or less
favorably between the parties by reason of authorship or origin of language.
15. Recitals: Exhibits. Any recitals in this Agreement are represented by the parties hereto
to be accurate, constitute a part of the parties' substantive agreement, and are fully
incorporated herein as matters of contract and not mere recitals. Further, any exhibits to
this Agreement are incorporated herein as matters of contract and not mere exhibits.
16. No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof
are not intended to, and shall not be deemed to, create a partnership or joint venture
among the parties.
17 Choice of Law. This Agreement will be construed under the laws of the State of Texas
without regard to choice -of -law rules of any jurisdiction. Venue shall be in the State
District Courts of Bexar County, Texas with respect to any lawsuit arising out of or
construing the terms and provisions of this Agreement. No provision of this Agreement
shall constitute consent by suit by any party.
IN WITNESS WHEREOF, the parties hereto have executed the foregoing to be effective as of
the dates of the Acknowledgments to be effective as of the Effective Date.
Exhibits List:
Exhibit A: Legal Description
Exhibit B: Form of Final Plat
Exhibit C: Common Area Landscaping (incl. Perimeter Public Landscaping and Greenspace
Public Landscaping)
Exhibit D: Letter of Credit Form
[ Signatures and acknowledgments on the following pages]
Signature Page to
Subdivision Improvement Agreement for
The Crossvine, Module 2, Unit 1
This Subdivision Improvement Agreement for The Crossvine, Module 2, Unit lhas
been executed by the parties as of the dates of the Acknowledgments to be effective as of the
Effective Date.
SCHERTZ 1518, LTD.,
a Texas limited partnership
By: MTR - Schertz 1518 Management Company, LLC
a Texas limited liability company,
its general partner
fto
THE STATE OF TEXAS
C 01 8 J� MWIC 6 J 2 :3 _
Christopher K. Price, President
This instrument was acknowledged before me on , 2022 by Christopher K. Price as President
of MTR - Schertz 1518 Management Company, LLC, a Texas limited liability company, the General Partner of
SCHERTZ 1518, LTD., a Texas limited partnership, on behalf of said entities.
[SEAL]
NOTARY PUBLIC, State of Texas
My Commission Expires: Print Name:
Signature Page to
Subdivision Improvement Agreement for
The Crossvine, Module 2. Unit 1
This Subdivision Improvement Agreement for The Crossvine, Module 2, Unit
1 has been executed by the parties as of the dates of the Acknowledgments to be effective
as of the Effective Date.
CITY OF SCHERTZ,
a Texas municipal corporation
By:
Name: Mark Browne, City Manager
Date:
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
This instrument was acknowledged before me on the day of , 2022 by
Mark Browne, City Manager of the City of Schertz, Texas, a Texas municipal corporation, on behalf
of said City.
(SEAL)
01
Notary Public in and for
The State of Texas
My Commission Expires:
EXHIBIT A
Legal Description
The Crossvine Module 2, Unit 1, in the City of Schertz, Bexar County, Texas,
according to plat thereof recorded in Volume , Pages ,
Deed and Plat Records of Bexar County, Texas (collectively, the "Property ").
I
EXHIBIT B
Form of Final Plat
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EXHIBIT C
Common Area Landscaping
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HOLLERING VINE
EXHIBIT "D"
IRREVOCABLE STANDBY LETTER OF CREDIT NO.
Date:
Beneficiary: City of Schertz
1400 Schertz Parkway, Building #1
Schertz, Texas 78154
Attn : City Manager
Applicant: Schertz 1518, Ltd..
314 E. Commerce, Suite 600
San Antonio, Texas 78205
Gentlemen:
Expiration Date: (+ three years)
We hereby issue our Irrevocable Standby Letter of Credit No. in your favor up to
the aggregate amount of US$ _.00 ( Thousand Hundred
and No/ 100 United States Dollars) ( "Stated Amount ") available by draft(s) drawn onus at sight,
marked "Drawn under Irrevocable Standby Letter of Credit No. of
Bank, , Texas" accompanied by the following:
1. Beneficiary's written statement signed by its authorized representative reading as follows:
"The undersigned is an authorized representative of the City of Schertz, Texas (hereinafter
"Beneficiary ") and has the authority to make any one of the following statements. 1) Schertz
1518, Ltd. (hereinafter "Applicant ") has provided security for the Subdivision Improvement
Agreement for The Crossvine, Module 2, Unit 1, as entered into by and between Schertz 1518,
Ltd. and the City of Schertz, Texas, a Texas Municipal Corporation (hereinafter the "Agreement
"); 2) Schertz 1518, Ltd . has failed to perform in accordance with the terms and conditions of
the Agreement; and 3) Beneficiary is entitled to the amount of linsert amount l under
Bank Irrevocable Standby Letter of Credit No. "
•'
"The undersigned is an authorized representative of the City of Schertz, Texas (hereinafter
"Beneficiary ") and has the authority to make any one of the following statements. 1) Beneficiary
has received notice from Bank that Standby Letter of Credit No.
will not be extended beyond its current expiration date and Beneficiary
has not received an acceptable replacement Letter of Credit or suitable Security from Applicant
and 2) Beneficiary is therefore entitled to the amount of linsert amount] under
Bank Irrevocable Standby Letter of Credit No.
2. This original Letter of Credit and any amendments thereto (if any).
Special Conditions:
Partial and multiple drawings are permitted however the aggregate amount of all
drawings may not exceed the Stated Amount. In the event of a partial drawing, the
12
original Letter of Credit will be endorsed and returned to you, unless the Letter of
Credit has expired or the amount available has been reduced to zero.
2. It is a condition of this Letter of Credit that it shall be automatically extended without
amendment for an additional period of one year from the current expiration date and
each future expiration date, unless and until you have been notified by us in writing
by registered mail or overnight courier, not less than one hundred eighty (180) days
before the expiration date, with a copy to Denton Navarro Rocha Bernal & Zech,
P.C., 2517 N. Main Avenue, San Antonio, Texas 78212, Attention: T. Daniel Santee,
that we elect not to extend this Letter of Credit.
3 This Letter of Credit sets forth in full the terms of our undertaking and such
undertaking shall not in any way be modified, amended or amplified by reference to
any document, instrument or agreement referred to herein or to which this letter of
credit relates, and any such reference shall not be deemed to incorporate herein by
reference any document, instrument or agreement, it being understood that any
reference to any such document, instrument or agreement is for informational purposes
only.
4. Except as expressly stated herein, this undertaking is not subject to any agreement,
condition or qualification. The obligation of Bank under this Letter of
Credit is the individual obligation of Bank, and is in no way
contingent upon reimbursement with respect thereto.
5 If, prior to the expiration date, the Applicant's obligation to you has been fulfilled
and you no longer require this Letter of Credit, we kindly request that you return the
original Letter of Credit and all original amendments (if any), together with your
signed letter, giving us your consent to close the Letter of Credit. The Letter of Credit
and your letter should be returned to Bank at the address listed below
6. All issuing bank fees shall be for the account of the Applicant.
We hereby engage with you that documents drawn under and in compliance with the to Ins
of this Irrevocable Standby Letter of Credit will be duly honored if presented for payment to
Bank, , Texas , Attention:
, prior to _:00 p.m. Central Time on or before the expiration date of this Letter
of Credit.
This Letter of Credit is subject to the International Standby Practices 1998, International
Chamber of Commerce Publication No. 590 ( "ISP98 "), in effect on the date this Letter of Credit
is issued, and as to matters not addressed by ISP98 is subject to and governed by Texas State
Law and applicable U.S. Federal Law.
Bank
Name:
Title:
13