22-R-104-SEDC Agreement Schertz Medical Building, LLCRESOLUTION NO. 22 -R -104
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN ECONOMIC DEVELOPMENT
PERFORMANCE AGREEMENT BETWEEN THE CITY OF SCHERTZ
ECONOMIC DEVELOPMENT CORPORATION AND SCHERTZ
MEDICAL BUILDING, LLC; AND OTHER MATTERS IN
CONNECTION THEREWITH
WHEREAS, the City of Schertz, Texas (the "City") has previously adopted
guidelines and regulations for community development and established the Schertz
Economic Development Corporation to accomplish said public purpose; and,
WHEREAS, the City of Schertz Economic Development Corporation ( "SEDC ") is a non-
profit industrial development corporation duly established under the Development Corporation
Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the
Development Corporation Act of 1979) (the "Act ");
WHEREAS, all of the powers of the corporation are vested in the SEDC Board of
Directors (the "Board ") appointed by the governing body of the corporation's authorizing unit;
and
WHEREAS, the Act authorizes a development corporation to fund certain projects
as defined by the Act and request development corporations enter into performance agreements
to establish and provide for the direct incentive or make an expenditure on behalf of a business
enterprise under a project; and
WHEREAS, Schertz Medical Building, LLC ( "Company ") desires to construct and
operate a medical office building with an ambulatory surgical center that would be located at
17766 Verde Parkway, Schertz, Guadalupe County, Texas 78154; and
WHEREAS, Company's Project is expected to result in the creation of 20 new full -time
jobs while the project will directly involve a capital investment of $9,784,585 for land, and
construction of the minimum of 50,000 square foot, two -story Facility; and
WHEREAS, Corporation intends to provide an Infrastructure Reimbursement Grant of
not more than $30,000.00 for qualifying costs, payable upon Company receiving a Certificate of
Occupancy for the new Facility and written approval from the City of Schertz regarding
completion of construction of improvement depicted and situated as represented in Attachment A
and any other documentation required by the terms of this Agreement; and
WHEREAS, the location of the Company's new medical facility, as proposed, will
increase available medical office space in Schertz as well as provide greater access and traffic
flow in the immediate area of the facility while also creating new jobs and increased
employment, promoting and developing expanded business enterprises, increased development,
increased real property value and tax revenue for the City of Schertz, and will have both a direct
and indirect positive overall improvement /stimulus in the local and state economy;
WHEREAS, the Corporation desires to offer incentives to Company to enable Company
to construct its Facility and expand the workforce pursuant to this Agreement in substantial
conformity with the City of Schertz Economic Development Incentive Policy and the Act; and
WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure
improvement projects that are found by the board of directors to be required or suitable for
infrastructure necessary to promote or develop new or expanded business enterprises; and
WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a
minimum for a schedule of additional payroll or jobs to be created or retained and capital
investment to be made as consideration for any direct incentives provided or expenditures made
by the corporation under the agreement and to specify the terms under which repayment must
be made if the business enterprise does not meet the performance requirements specified in the
agreement; and
WHEREAS, Section 505.159 of the Act requires that a corporation hold at least one
public hearing on the proposed project before spending money to undertake the project, the
public hearing was held on August 25, 2022; and
WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to
approve all programs and expenditures.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SCHERTZ, TEXAS THAT:
Section 1. The recitals contained in the preamble hereof are hereby found to be true, and such
recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of
the judgment and findings of the City Council.
Section 2. The City Council hereby authorizes the SEDC to offer incentives to Company in
substantial conformity with the City of Schertz Economic Development Incentive Policy and
applicable state law, and further authorizes the execution of the Agreement attached as Exhibit
A.
Section 3. All resolutions or parts thereof, which are in conflict or inconsistent with any
provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the laws of the
State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended.
This Resolution shall be in force and effect from and after its final passage, and it is so resolved.
PASSED AND ADOPTED on this L�day of +_ � 2.
ATTEST:
Sheila Edmondson, Interim City Secretary
t A ^ A
CITY OF SCHERTZ, TEXAS
,I &f
Ralph Gutierrez, Mayor
SEDC RESOLUTION NO. 2022-11
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 SCHERTZ MEDICAL BUILDING, LLC; AND
OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, the City of Schertz Economic Development Corporation ( "SEDC ") is a non-
profit industrial development corporation duly established under the Development Corporation
Act of 1979, as amended (Section 501.001 et seq. Texas Local Government Code, formerly the
Development Corporation Act of 1979) (the "Act ");
WHEREAS, all of the powers of the corporation are vested in the SEDC Board of Directors
(the "Board ") appointed by the governing body of the corporation's authorizing unit; and
WHEREAS, the Act authorizes a development corporation to fund certain projects as
defined by the Act and request development corporations enter into performance agreements to
establish and provide for the direct incentive or make an expenditure on behalf of a business
enterprise under a project; and
WHEREAS, Schertz Medical Building, LLC ( "Company") desires to construct and operate
a medical office building with an ambulatory surgical center that would be located at 17766 Verde
Parkway, Schertz, Guadalupe County, Texas 78154; and
WHEREAS, Company's Project is expected to result in the creation of 20 new full -time
jobs while the project will directly involve a capital investment of $9,784,585 for land, and
construction of the minimum of 50,000 square foot, two -story Facility; and
WHEREAS, Corporation intends to provide an Infrastructure Reimbursement Grant of not
more than $30,000.00 for qualifying costs, payable upon Company receiving a Certificate of
Occupancy for the new Facility and written approval from the City of Schertz regarding
completion of construction of improvement depicted and situated as represented in Attachment A
and any other documentation required by the terms of this Agreement; and
WHEREAS, the location of the Company's new medical facility, as proposed, will increase
available medical office space in Schertz as well as provide greater access and traffic flow in the
immediate area of the facility while also creating new jobs and increased employment, promoting
and developing expanded business enterprises, increased development, increased real property
value and tax revenue for the City of Schertz, and will have both a direct and indirect positive
overall improvement/stimulus in the local and state economy;
WHEREAS, the Corporation desires to offer incentives to Company to enable Company
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to construct its Facility and expand the workforce pursuant to this Agreement in substantial
conformity with the City of Schertz Economic Development Incentive Policy and the Act; and
WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure
improvement projects that are found by the board of directors to be required or suitable for
infrastructure necessary to promote or develop new or expanded business enterprises; and
WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a
minimum for a schedule of additional payroll or jobs to be created or retained and capital
investment to be made as consideration for any direct incentives provided or expenditures made
by the corporation under the agreement and to specify the terms under which repayment must be
made if the business enterprise does not meet the performance requirements specified in the
agreement; and
WHEREAS, Section 505.159 of the Act requires that a corporation hold at least one public
hearing on the proposed project before spending money to undertake the project, the public hearing
was held on August 25, 2022; and
WHEREAS, Section 501.073 of the Act requires the SEDC's authorizing unit to approve
all programs and expenditures.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
CITY OF SCHERTZ ECONOMIC DEVELOMENT CORPORATION THAT:
Section 1. Subject to the authorization of funds by the City of Schertz City Council,
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 as attached.
Section 2. The Board hereby recommends the City Council for the City of Schertz
consider approving a Resolution authorizing the expenditures contemplated herein for the reasons
stated in the foregoing recitals.
Section 3. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the Board.
Section 4. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved herein.
Section 5. This Resolution shall be construed and enforced in accordance with the laws
of the State of Texas and the United States of America.
Section 6. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application of
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such provision to other persons and circumstances shall nevertheless be valid, and the board hereby
declares that this Resolution would have been enacted without such invalid provision.
Section 7. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 8. This Resolution shall be in force and effect from and after its final passage,
and it is so resolved.
PASSED AND ADOPTED, this 25th day of Au ust 2022.
A17ST;
` 11
Sammi Morrill, SEDC Board Secretary
CITY OF SCHE_RTZ ECONOMIC
DEVELOP CORPORATION
Paul Macaluso, SEDC Board President
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Exhibit A
ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT
SCHERTZ MEDICAL BUILDING, LLC
[SEE ATTACHED]
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ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
Schertz Medical Building LLC.
This Economic Development Incentive Agreement ( "Agreement ") is entered into to be
effective as of . 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 Schertz Medical Building, LLC, a limited liability company 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 expenditure 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 desires to construct and operate a medical office building with an
ambulatory surgical center that would be located at 17766 Verde Parkway, Schertz, Guadalupe
County, Texas 78154; and
WHEREAS, Company's Project is expected to result in the creation of 20 new full -time jobs
while the project will directly involve a capital investment of $9,784,585 for land, and construction
of the minimum of a 50,000 square foot, two -story Facility; and
WHEREAS, Corporation intends to provide an Infrastructure Reimbursement Grant of not more
than $30,000.00 for qualifying costs, payable upon Company receiving a Certificate of Occupancy
for the new Facility and written approval from the City of Schertz regarding completion of
construction of improvement depicted and situated as represented in Attachment A and any other
documentation required by the terms of this Agreement; and
WHEREAS, the location of the Company's new medical facility, as proposed, will increase
available medical office space in Schertz as well as provide greater access and traffic flow in the
immediate area of the facility while also creating new jobs and increased employment, promoting
and developing expanded business enterprises, increased development, increased real property
value and tax revenue for the City of Schertz, and will have both a direct and indirect positive
overall improvement/stimulus in the local and state economy;
WHEREAS, the Corporation desires to offer incentives to Company to enable Company to
construct its Facility and expand the workforce pursuant to this Agreement in substantial
conformity with the City of Schertz Economic Development Incentive Policy and the Act; and
WHEREAS, 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. Authorit% . 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 Infrastructure
2
Reimbursement Grant to assist with 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 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 Agi eement. 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
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, 2024; or
2. The date of termination, provided for under Article VII of this Agreement.
"Facility" shall mean the minimum 50,000 square foot, two -story medical office building
located at 17766 Verde Parkway, Schertz, Guadalupe County, Texas 78154.
3
"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.
"Grant" shall mean the $30,000.00 Infrastructure Reimbursement Grant cash payment
from Corporation to Company.
"Project' ' shall mean the purchase of five acres of land, and construction of a minimum of
50,000 square foot medical office building with an ambulatory surgical center and associated
infrastructure located at 17766 Verde Parkway, Schertz, Guadalupe County, Texas 78154.
"Project Reimbursements" shall mean all design, engineering and construction costs up to
$30,000.00 associated with design and construction of improvements depicted and situated as
represented in Attachment A.
ARTICLE IV
ECONOMIC DEVELOPMENT GRANT TERMS AND CONDITIONS
1. Grant.
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 a Grant in the amount not to exceed thirty thousand dollars and no cents
($30,000.00). The Grant shall be paid within sixty (60) days after receipt of the Annual Report
certifying the creation of 20 new full -time jobs and approximately $9,784,585 in investment; and
a copy of the Certificate of Occupancy for the Facility and approval of the City of Schertz
regarding completion of construction of improvements as represented in Attachment A. Company
must further provide documentation reflecting total actual costs of improvements to the site that
are eligible as Project Reimbursements. Acceptable documentation includes bill of sale, executed
contracts, or estimated values submitted as required by permitting process and proof of payment
for such improvements. The Infrastructure Reimbursement Grant shall be in the amount qualifying
as Project Reimbursements, up to and not exceeding the maximum set forth above and shall be
payable by Corporation no sooner than the 60th day after receipt of the supporting documentation
stated herein.
2. Current Revenue. The funds distributed hereunder shall be paid solely from
lawfully available funds of the Corporation. Under no circumstances shall the obligations
hereunder be deemed to create any debt within the meaning 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. Confidentiality. The Corporation agrees to the extent allowed by law, to keep all
tax information and documentation received, pursuant to this Agreement hereof, confidential. In
4
the event a request is made for such information pursuant to the Texas Public Information Act or
the Open Records Act or the Freedom of 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 successfully obtaining a Certificate of Occupancy
from the City of Schertz and receiving written approval from the City of Schertz for the completion
of construction of improvements depicted and situated as represented in Attachment A and the
continued compliance with and satisfaction of each of the conditions set forth in this Agreement.
5. Annual Report. The Company, if required, 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 15th. The Annual Report should substantially conform to the
Annual Report Form attached as Exhibit B to this Agreement. The first Annual Report will be due
February 151h, 2023
ARTICLE V
COVENANTS AND DUTIES
1. Comhanv'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 N 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 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 Grant provided herein will be used.
(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 750 E. Mulberry
Avenue, Suite 305, San Antonio, Bexar County, Texas 78212.
2. Corporation's Covenants and Duties. The Corporation is obligated to pay
Company's Infrastructure Reimbursement as set forth in Article IV, (1).
3. Substantial Com �lE iance 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
In
Payment Date, the unpaid portion thereof shall accrue interest at the rate of two percent (2.00 %)
per annum from the Effective Date until paid in full.
ARTICLE VI
TERMINATION
1. Termination. This Agreement shall terminate upon the earliest occurrence of any
one or more of the following:
(a) The written agreement of the Parties;
(b) The Agreement's Expiration Date;
(c) Default by 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 C 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. Bindin>> 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
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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 and from the City of Schertz and reaching the target job creation
milestone the Facility under the terms of this Agreement.
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
H.'
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 S_EDC: Schertz Economic Development Corporation
Attention: Exec. Dir. of Economic Development
1400 Schertz Parkway
Schertz, TX 78154
With a copy to:
Denton, Navarro, Rocha, & Bernal, PC
Attention: T. Daniel Santee
2517 North Main Avenue
San Antonio, TX 78212
If to the Com17anv: Schertz Medical Building, LLC
Attention: Matthew Bradley
750 E. Mulberry Avenue
Suite 305
San Antonio, TX 78212
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. Leal 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. Each Party shall bear its own attorney's fees in connection
with the negotiation of this Agreement.
12. Inter])retation. 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
0
meaning or application, be interpreted fairly and reasonably and neither more strongly for or
against any Party.
13. Entire A {reement. 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, Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the various and
several paragraphs.
15. Countegiarts. 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, JUDGMENTS, 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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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 Maieure. 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 Z6 _ day of ` 2022.
ATT 'ST
ammi Morrill, Secretary
SCHERTZ ECONOMIC DEVELOPMENT
CORPORATIO .-
By:
Paul Maca uso, President
11
Executed on this day of _ , 2022
COMPANY
SCHERTZ MEDICAL BUILDING LLC
a Texas limited liability company
By: Schertz Manager, LLC, a Texas limited liability
company
Its: Manager
By:
Name: Matthew Bradley
Title: Vice President
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Exhibit B
SAMPLE ANNUAL CERTIFICATION REPORT FORM
[SEE ATTACHED]
17
Annual Certification Deport
Reporting Period: January 1 to December 31, 2022
The Annual Certification Report for the Economic Development Incentive Agreement between the City of Schertz
Economic Development Corporation and Schertz Medical Building LLC, is due on February 15, 2023. Please sign and
return the Annual Certification Report form with accompanying narrative.
Project Information:
Company's legal name:
Project address subject to incentive:
Company primary contact: _ Title:.
Phone number. E -mail address: _
IL REPORTING INFORMATION
Employment and Wage Information:
Has the Company employed undocumented workers? ❑ Yes ❑ No
What is the total number of Full -time Employees located at the Schertz facility during the calendar year?
Investment Information:
What is the 20_ appraised ad valorem tax value for Real Property?
Narrative:
A brief narrative explaining the current year's activities and/or any potential defaults has been provided? ❑ Yes ❑ No
V
1V. CERTIFICATION
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 Schertz Medical Building LLC remakes those representations and warranties as of the date
hereof.
I further certify that the employment and wage information provided is true and accurate to the best of my knowledge and I
can provide documentation from the Texas Workforce Commission to support my claim I so requested.
I understand that this Certificate is being relied upon by the SEDC in connection with the expenditure of public funds.
I have the legal and express authority to sign this Certificate on behalf of Schertz Medical Building LLC
Name of Certifying Officer
Phone Number
Certifying Officer's Title
E -Mail Address
Signature of Certifying Officer Date
STATE OF TEXAS X
COUNTY OF GUADALUPE X
This information was acknowledged before me on this day of by
Lfirst and last name] , (titlel for Schertz Medical Building LLC, a Texas limited liability company, on behalf
of said agency.
otary 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, 2023.
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
19