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23-R-01 Homestead Agreements Unit 9 and Unit 11RESOLUTION NO.23-R-01 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AGREEMENTS WITH I LF- N-T OWNER, LP FOR SUBDIVISION IMPROVE MENTAGREEMENTS FOR HOMESTEAD UNIT 9 AND UNIT 11, AN AMENDED ROADWAY CAPI TAL RECOVERY OFFSET AGREEMENT AND REIMBURSEMENT AGREEMENT FOR CONST RUCTION OF PUBLIC IMPROVEMENTS IN THE CITY OF SCHERTZ, TEXAS, AND RELATED MATTERS IN CONNECTION THEREWITH WHEREAS, the Landowner desires to defer certain dedication and public improvements obligations for Homestead Units 9 and 11; 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, Developer intends to develop public roadways that are system facilities; and WHEREAS, in accordance with Ordinance 18-M-13 Roadway Capital Recovery Fees, the City shall offset the reasonable value of system facilities through an offset agreement; and WHEREAS, there is a lack of sewer service to serve an area of northern Schertz near the intersection of IH-35 and Schwab road; and WHEREAS, the sewer forcemain improvements offsite sewer improvements are needed to provide adequate sewer service to these areas and there is limited space to provide this public infrastructure; and WHEREAS, the Developer of the Homestead Subdivision agrees to construct sewer infrastructure of which the capacity is more than is required by the Homestead property; and WHEREAS, there is a benefit to oversizing sewer infrastructure to serve other properties, and WHEREAS, the developer has agreed to upsize certain a waterline in various phases of the Homestead development; and WHEREAS, the City Council finds that it is in the best interest of the City to enter into the Agreement with Developer for acquisition of the easement necessary for the construction of Public Improvement in order to provide the infrastructure to serve other properties outside the boundary of the proposed Homestead Subdivision plat. NOW THEREFORE, BE IT RESOLVED, THAT THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute the agreements generally in the form attached subject to approval of minor changes approved by the City Attorney as shown on Exhibit "A". Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 71h day of March, 2023. CITY OF C TZ, TEXAS R. h Gu ' ez, Mayor A S: r� Sheila Edmondson, City Secretary Exhibit A After Recording, Please Return To: City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF GUADALUPE § IMPROVEMENT AGREEMENT HOMESTEAD PHASE SUBDIVISION- UNIT 9— PUBLIC IMPROVEMENTS This IMPROVEMENT AGREEMENT (the "Agreement") is by and between ILF N-T Owner, LP (the "Owner"), and the CITY OF SCHERTZ, a Texas municipal corporation (the "City") and is effective upon the execution of this Agreement by the Owner and the City (the "Effective Date"); and WHEREAS, the Owner is the owner of that certain real property located in the City of Schertz, Guadalupe County, Texas, more specifically described on Exhibit "A", attached hereto and made a part hereof for all purposes (the "Pro e " or "Homestead Subdivision Unit 9"); and WHEREAS, the Owner seeks to develop a residential subdivision on the Property (the "Subdivision") that requires the construction of certain public improvements: and WHEREAS, this Agreement is made solely with respect to the final plat of Homestead Subdivision Unit 9 which was approved by the City of Schertz Planning and Zoning Commission on February 9, 2022; and WHEREAS, pursuant to Section 21.4.15(C.) (2.) and (F.) (1) of the City's Unified Development Code, the obligation to construct the public improvements that serve the Subdivision may be deferred if an Improvement Agreement is executed and if sufficient surety is provided to secure the obligation to construct the public improvements; and WHEREAS, the Owner seeks to defer the construction of the public improvements to a future date, not to exceed three years (3 years), after the recording of the final plat for Homestead Subdivision Unit 9 (the "Final Plat Recordation") pursuant to this Agreement and Section 21.4.15 of the City's Unified Development Code: 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: Homestead Subdivision Improvement Agreement Unit 9 1 312023 1. Ownership of the Property. The Owner hereby represents and warrants that, as of the Effective Date, it has not conveyed, assigned, or transferred all or any portion of its interest in the Property to any other person or entity (any such person or entity referred to herein as "Purchaser"), nor is it a party to any contract or other understanding to do so that is not subject to this Agreement with the exception of contracts for the sales of lots in ordinary course and dedications of utility and public improvements (unrelated to this Agreement) in the ordinary course of business. 2. Construction of Improvements: Covenants. The Owner and the City covenant and agree to the following: a) The Owner is obligated by Section 21.12.10 of the City's Unified Development Code to construct, or cause to be constructed, a roadway segment improvements more particularly shown on Exhibit `B" and in the "Construction Plans" approved March 11, 2022 and that are included as part of the application for final plat approval for the subdivision titled Homestead Subdivision Unit 9 (such improvements shall be referred to herein as the "Improvements"). b) The Improvements shall be built and completed in accordance with City design standards within three years (3 years) after the Final Plat Recordation. c) The cost of the uncompleted Improvements for Homestead Subdivision Unit 9 is estimated to be One -Hundred and Ninety -Four Thousand, Six - Hundred and Sixteen and Ten Cents ($194,616.10), (the "Cost Estimate"), as more particularly shown on Exhibit "C" attached hereto and made a part hereof for all purposes. The Owner and the City agree that the amount of the Cost Estimate set forth herein is a commercially reasonable estimate of the cost of the Improvements. d) In lieu of the Owner's obligation to construct, or cause to be constructed, the Improvements, at or before the Final Plat Recordation, Owner shall provide to the City, concurrent with the execution of this Agreement, surety in the form attached hereto as Exhibit "D" (the "Surety") in an amount equal to 125% of the Cost Estimate amount Two -Hundred and Fom,- Three Thousand, Two -Hundred and Seventv Dollars and 13 Cents (243,070.13), (the "Improvement Funds"). e) Owner agrees within three years (3 years) of the Final Plat Recordation to complete the construction of the Improvements in accordance with the Construction Plans and in full compliance with City of Schertz Unified Development Code Section 21.4.15, which is incorporated by reference herein as though fully set forth in this Section of this Agreement. For the purpose of clarification, and in no way limiting Owner's obligations under Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 Section 21.4.15, the Parties agree that full completion of construction of the Improvements shall not occur until the City accepts the Improvements in the manner prescribed in Section 21.4.15. D., and Owner provides a warranty bond which may name the contractor as the principal (to expire twenty-four (24) months following such acceptance) which shall be exactly twenty percent (20%) of the total cost of construction of all the Improvements. f) In the event Owner fails to fully complete construction of the Improvements within three years (3 years) subject to subsection h) below, of the Final Plat Recordation in the manner prescribed herein, City may declare this Agreement to be in default and at the City's sole discretion: (i) require that all Improvements 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; (ii) unilaterally draw from the Improvement Funds sufficient amount to complete the Improvements itself or through a third party; or (iii) assign the Improvement Funds to any third party, including a subsequent owner of the Property, provided that such Improvements Funds shall only be assigned for the purpose of causing the construction of the Improvements 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 Improvements. g) Within 30 days of the City's acceptance of the Improvements, the City shall release the Surety to Owner and the Parties shall have no further obligation to each other under this Agreement. h) If Owner can document an inability to complete these improvements within the three (3) year timeframe due to causes beyond Owner's control, City will in good faith consider an extension. 3. Approval of Agreement. 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. 4. Governmental Immunity. The City does not waive or relinquish any immunity or defense 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. 5. Binding 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. Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 6. Counterparts. 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. 7. Integration. 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. 8. 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: ILF N-T Owner, LP 500 Boylston Street Boston, MA 02116 Attention: Jesse Baker If to the City: CITY OF SCHERTZ 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager With copy to: Denton Navarro Rocha Bernal & Zech, P.C. 2517 N. Main Avenue San Antonio, Texas 78212 Attention: T. Daniel Santee 9. Legal 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 Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 any section. This Agreement will not be construed more or less favorably between the parties by reason of authorship or origin of language. 10. 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. 11. 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. 12. 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 Guadalupe 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. [ Signatures and acknowledgments on the following pages] Homestead Subdivision Improvement Agreement Unit 9 1 312023 Signature Page to Improvement A reement ILF N-T Owner, LP, a Delaware limited partnership By: ILF N-T GP, LLC, a Delaware limited liability company, its General Partner By: ILF N-T Holdings, LLC, a Delaware limited liability company, its Sole Member By: FCA Nor -Tex, LLC a Delaware limited liability company, its Administrative Member By: Name: Title: Authorized Signatory Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 Sienature Paee to Improvement Agreement This Improvement Agreement has been executed by the parties as of the dates of the Acknowledgments to be effective as of the Effective Date. Cam: CITY OF SCHERTZ, a Texas municipal corporation M. Name: Steven Williams, its City Manager Date: THE STATE OF TEXAS § COUNTY OF GUADALUPE § This instrument was acknowledged before me on the day of , 2023 by Steven Williams, City Manager of the City of Schertz, Texas, a Texas municipal corporation, on behalf of said City. (SEAL) Notary Public in and for The State of Texas My Commission Expires: Homestead Subdivision Improvement Agreement Unit 9 1 312023 EXHIBIT "A" The Property Approved Final Plat Exhibit and Legal Metes and Bounds [ See attached] Homestead Subdivision Improvement Agreement Unit 9 1 312023 SCC[�HIE R TZCOMMUNITY OPPORTUNITY PLANNING & COMMUNITY DEVELOPMENT February 11, 2022 EXHIBIT "A" ILF N-T Owner, LP via email: 600 Boylston Street, Suite 2010 Boston, Massachusetts, 02116 RE: PC2022-008 Homestead Unit 9 Dear Property Owner, The City of Schertr funning and Zoning Commission met on February 9, 2022 and has approved your application for the Homestead Unit 9 Final Plat. Please provide the Planning office with the following to record your plat in Guadalupe County: 1. 1 CD with pdf. and AutoCAD drawings 2. 1 Set of 18" by 24" paper set for City 3. Original certified tax cedificate(s) 4. Tax receipt(s)A check made payable to "Guadalupe County Clerk". Please use the following fee schedule from Guadalupe County to calculate the totat amount to be listed on the check: a. $121.00 for the first plat page b. $100.00 for each additional plat page c. $4.00 for each tax certificate for the property (Please note that the tax certificates provided should encompass the full acreage that is Included within the final exhibit) —Please note that f( a personal check is provided, the date of birth and the driver's license number di be needed — Please be aware that roadway Impact fees may be collected at time of new construction building pemrit. The tree affidavit submitted Indicates that no protected or heritage trees will be disturbed or removed, thus no fees are due. This proposed development requires inslatlal'wn of public infrastructure improvements, please review the Unified Development Code, Sec. 24.4.15 Public Infrastructure Improvements Construction Plans and Community Facilities Agreements as it relates to performance and maintenance bond requirements. The approval for the final plat shall remain in effect for a period of 2 years after the date the application was approved. If the final plat is not recorded within the two (2) year period, the final plat shall expire. If you should have any questions or concerns, pease feel free to contact me at 210-619-1782, Sincerely, Megan Harrison Planner cc: Behdad Zabrooni, MAonelNfheeler, Inc., via email ktbdadatilt 1490 sewn Paxway edwn, Texas 78154 210.619.1000 Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 EXHIBIT A' nrx�savr`rsrarya�msrxr�� '. y- ».« '=- ha7-. �-sl -� ti- NRYMMEMN '2J1. inM rtrnmJ'ii SIt cy Grow In. kcfHD PNFD7FPFI AJ L�G�FiJ..0.11SRFNIi�x ASNN7yAcl a. i. - m .v DVWMMOM"Zo. 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RI�SfN' RFYYNIRS,.[N�AfM} 11lY [YN \TY T KAS SAIL f 10 ) Homestead Subdivision Improvement Agreement Unit 9 1 312023 EXHIBIT "A" Page I of 6 Homestead Subdivision Unit 16.70 Acres DESCRIPTION OF A 16.70 ACRE TRACT, PREPARED BY DELTA SURVEY GROUP INC., IN JANUARY 2021, LOCATED IN THE P. SAN MIGUEL SURVEY NO. 256, ABSTRACT NO. 227, GUADALUPE COUNTY, TEXAS, BEING A PORTION OF THE REMAINDER OF A CALLED 522.18 ACRE TRACT CONVEYED TOO ILF N-T OWNER, LP., AND DESCRIBED IN DOCUMENT NUMBER 2014022581, OFFICIAL PUBLIC RECORDS, GUADALUPE COUNTY, TEXAS, SAID 16.70 ACRE TRACT, AS SHOWN ON ACCOMMNG SKETCH, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a %z inch iron rod with "KFW ' cap found for the northwest corner of said remainder tract, same being in the east line of The Links at Scenic Hills Unit 1, a subdivision of record in Volume 7, Page 369, Official Public Records, Guadalupe County, Texas, and also being the southwest corner of a called 23.76 acre tract conveyed to Board of Trustees of the Shertz-Cibolo-Universal City Independent School District described in Volume 4176, Page 283, Official Public Records, Guadalupe County, Texas, for the POINT OF COMMENCEMENT, from which a '/z inch iron rod with "KFW" cap found in the north line of said remainder tract, same being the south line of said 23.76 acre tract, bears N79° 12'55"E, a distance of 596.06 feet; THENCE crossing said remainder tract, S50°55'53"E, a distance of 1170.48 feet to a calculated point for the POINT OF BEGINNING; THENCE continuing to cross said remainder tract, the following fifty-eight (58) courses and distances: I N25° 18'06"E, a distance of 50.00 feet to a calculated point, 2. N26°38'38"E, a distance of 157.34 feet to a calculated point, 3. N26°43'24"E, a distance of 39.72 feet to a calculated point, 4, N28"1 TO 1 "E, a distance of 39.73 feet to a calculated point, 5 N30°13'20"E, a distance of 41.09 feet to a calculated point, 6. N329 6'42"E, a distance of 41.09 feet to a calculated point, 7. N34020'04"E, a distance of 41.09 feet to a calculated point, 8. N36°23'25"E, a distance of 41.09 feet to a calculated point, 9. N38'26'47"E, a distance of 41.09 feet to a calculated point, 10. N40°30'09"E, a distance of 41,09 feet to a calculated point, 11. N42°3738"E, a distance of 43.83 feet to a calculated point, 12. N44'49'13"E, a distance of 43.83 feet to a calculated point, 13. N47°00'48"E, a distance of 43.83 feel to a calculated point, 14. N49°12'24"E, a distance of 43.83 feet to a calculated point, 15, NS 1°23'59"E, a distance of 43.83 feet to a calculated point, 16. N53"35'34"E, a distance of 43.83 feet to a calculated point, 17, N55°53'56"E, a distance of48.33 feet to a calculated point, 18, N58" 19'03"E, a distance of 49.33 feet to a calculated point, 19. with the arc of a curve to the right an arc distance of 106.04 feet, through a central angle of 01°36'26, having a radius of 3780.00 feet, and whose chord bears S28°16'39"E, a distance of 106.04 feet to a calculated point, 20. with the arc of a curve to the right an arc distance of 22.50 feet, through a central angle of Homestead Subdivision Improvement Agreement Unit 9 1 312023 Page 2 of 6 Homestead Subdivision Unit 9 16.70 Acres 85°57'05", having a radius of 15.00 feet, and whose chord bears S 15°30'07"W, a distance of 20.45 feet to a calculated point, 21. with the are of a curve to the left an arc distance of 27,99 feet, through a central angle of 01 °33'52", having a radius of 1025.00 feet, and whose chord bears S57°41'43"W, a distance of 27.99 feet to a calculated point, 22. S33°05' 1 YE, a distance of 50.00 feet to a calculated point, 23, with the arc of a curve to the right an arc distance of 20.00 feet, through a central angle of 01910'31", having a radius of 975.00 feet, and whose chord bears N57°30'03"E, a distance of 20.00 feet to a calculated point, 24. with the arc of a curve to the right an arc distance of 25.04 feet, through a central angle of 95°39'35", having a radius of 15.00 feet, and whose chord bears S74°04'54"E, a distance of 22.23 feet to a calculated point, 25. with the are of a curve to the right an arc distance of 20.33 feet, through a central angle of 00°18'30", having a radius of 3780.00 feet, and whose chord bears S26°05'52"E, a distance of 20.33 feet to a calculated point, 26, N64°03'23"E, a distance of 50.00 feet to a calculated point, 27. with the arc of a curve to the left an are distance of 15.00 feet, through a central angle of 00°13'28", having a radius of 3830.00 feet, and whose chord bears N26°03'21"W, a distance of 15.00 feet to a calculated point, 28. N63°05'02"E, a distance of 120,01 feet to a calculated point, 29. with the are of a curve to the right an arc distance of 703.75 feet, through a central angle of 10°12'29", having a radius of 3950.00 feet, and whose chord bears S21°05'12"E, a distance of 702.82 feet to a calculated point, 30. with the are of a curve to the right an arc distance of 58.33 feet, through a central angle of 07°10'04", having a radius of 466.25 feet, and whose chord bears S12°23'56"E, a distance of 58.29 feet to a calculated point, 31. S08°48'53"E, a distance of 100,03 feet to a calculated point, 32. with the are of a curve to the left an are distance of 116,27 feet, through a central angle of 40°07'68", having a radius of 166.00 feet, and whose chord bears S34°37'30"W, a distance of 113.91 feet to a calculated point, 33, $72645'04"W, a distance of4.34 feet to a calculated point, 34, S17°14'56"E, a distance of31.00 feet to a calculated point, 35, S72045'04"W, a distance of 34.96 feet to a calculated point, 36. S 12"56'39"E, a distance of 85,61 feet to a calculated point, 37. S81°20'42"W, a distance of 62,56 feet to a calculated point, 38, with the arc of a curve to the leA an arc distance of 103.77 feet, through a central angle of 12017'03", having a radius of 484.00 feet, and whose chord bears S75°12'11"W, a distance of 103.57 feet to a calculated point, 39. with the arc of a curve to the left an arc distance of 207.75 feet, through a central angle of I r52'54", having a radius of 665.67 feet, and whose chord bears S60°06'24"W, a distance of 206.91 feet to a calculated point, 40, N38°50'19"W, a distance of 70.00 feet to a calculated point, 41. with the arc of a curve to the right an arc distance of 16.82 feet, through a central angle of 01°18'41", having a radius of 735.00 feet, and whose chord bears N51°49'01"E, a distance of 16.82 feet to a calculated point, 42. with the arc of a curve to the lets an arc distance of 38.64 feet, through a central angle of Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 Page 3 of 6 Homestead Subdivision Unit 9 16.70 Acres 88°33'05", having a radius of 25.00 feet, and whose chord bears N08°I 1'49"E, a distance of 34.91 feet to a calculated point, 43. N36°04'43"W, a distance of 80.33 feet to a calculated point, 44, with the arc of a curve to the left an arc distance of 23.69 feet, through a central angle of 90°29'33", having a radius of 15.00 feet, and whose chord bears N81° 19'30"W, a distance of 21.30 feet to a calculated point, 45. with the arc of a curve to the left an arc distance of 49.25 feet, through a central angle of 03°18'02", having a radius of 855.00 feet, and whose chord bears S51°4642"W, a distance of 49.25 Feet to a calculated point, 46, N38°22'08"W, a distance of 175.85 feel to a calculated point, 47. N56`2747"E, a distance of 36.22 feet to a calculated point, 48. N19°40'53"W, a distance of255.72 feet to a calculated point, 49. N30° 11'26"W, a distance of 201.18 feet to a calculated point, 50. S26038'38"W, a distance of 162.57 feet to a calculated point, 51. with the are of a curve to the lets an arc distance of 23.58 feet, through a central angle of 90*03'11", having a radius of 15.00 feet, and whose chord bears S18°22'58"E, a distance of 21.22 feet to a calculated point, 52. with the are of a curve to the right an arc distance of 12.00 feet, through a central angle of 05°30'08", having a radius of 125.00 feet, and whose chord bears $60°39'29"E, a distance of 12.00 feet to a calculated point, 53. S32'05'36"W, a distance of 50.00 feet to a calculated point, 54. with the arc of a curve to the left an arc distance of 27.60 feet, through a central angle of 105°25'51", lowing a radius of 15.00 feet, and whose chord bears S69°22'40"W, a distance of 23.87 feet to a calculated point, 55, N73°20'15"W, a distance of 50.00 feet to a calculated point, 56. with the arc of a curve to the right an arc distance of 12.15 feet, through a central angle of 01°32'50", having a radius of 450.00 feet, and whose chord bears N17°26'09"E, a distance of 12.15 feet to a calculated point, 57. with the arc of a curve to the left an arc distance of 21.71 feet, through a central angle of 82*54'29", having a radius of 15.00 feet, and whose chord bears N23°14'40"W, a distance of 19.86 feet to a calculated point, and Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 Page 4 of 6 Homestead Subdivision Unit 9 16.70 Acres 58. N64°41'54"W, a distance of 108.54 feet to the POINT OF BEGINNING and containing 16.70 acres of land, more or less. BEARING BASIS: Texas State Plane Coordinate System, South Central Zone, NAD83/COBS 6-3-21 Date Jol F1It, m-'1rpr�:?1, Re isterssional land Surveyor rk E No, 505f Texas �� r E tsos� �4r Delta Survey Uroup, Ine. �s_ iau'0 bpi 8213 Brodie Lane, Suite 102 Austin-, Texas 78745 TBPI S Finn No. I OfW700 Homestead Subdivision Improvement Agreement Unit 9 1 312023 0' 300' 600' 900, GRAPHIC SCALE 1"=soD' 23.76 AC RFS BOARD OF TRUSTEES OF IHE SHERTZ•CIBILO-UNIW ASAL �7 CITY INDEPE NDENT SCHOOL DISTRICT VOL. 4176, M. 283 n', x Y30�' OYR.G.C.TX. P.00. P SAN MIGUEL SURVEY NO. 256 GUADALUPE COUNTY, TEXAS JUNE 2021 5OF6 ,I REMAINDER OF 522.1E ACRES B.F N-TOUWEK LP DOC. NO.2014022591 O.P.R.G.C.TX. 1670 ACRES REMAINDER OF 522.18 AC fWS ILFNTOWNER,LP P.O,D, [: C. WC. NO, 2014022581 O.P.R.O.C.TX. REMAINDFROF 522.18 ACRES 1LF N-T O WNF.R, LP DOC. NO.201402258! O,P.R.G.CSX. LEGEND +0 J4 INCH IRON ROD WCIH "KFW` CAP FOUND O.P,R.T.C.TX, OFF'ICIALPLfB13CRECORDS,GUADAL4IPEC(RfNTY,TEXAS P.O.B. POINT OF BEGINNING P.O.C. POINT OF COMMENCEMENT POINTS ARE CALCULATFD UNI ESS OTHFRWISE NOTED BEARING BASIS: TTXAS STATF. PLANE COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NAD831CORS AIL SEE PAGE 6 OF 6 FOR LINE AND CURVE TABLES •SKETCII TO ACCOMPANY FIELD NOTES - Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 P. SAN MIGUEL SURVEY NO.256 GUADALUPE COUNTY, TEXAS JUNE 2021 6OF6 LINE AND CURVE TABLES CURVE RADIUS ARC CHORD BEARING DELTA Cl 3750.00' 1 106.04- 106.04' S28°16'39"E 1"3626" 6 15.00' 22.50' 20A5' SIS'30'07'W 85'57'05" C3 1025.W 27.99' 27,99' S57'41'43'W 1'33'52" C4 975.00' 20,00' 20,00, N57°IO'O3"E 1110'31" C5 15.00' 25.04' 2223' S74'04'54"E 95°03S" C6 3780A0 20,33' 20.33' S24 M2"E 0'I00" C7 3830.00' MOO, 15.00' N26°03'21"W W13'28" C8 3950.00' _ 703.75' 702,82' S21'05'12"E 10,1229" C9 466.25' 58,33' 1 5827 S12°2356"E T'1004" CIO 166.00 116.27 113,91' S34'3T30"W _ 40'07'58" ell 454.00' 103.77 103,57' S75'12'11"W 12717'03" C12 665.6T 207.75' 206.91' SGO'Ob'24"W 17`52'54" CI3 735.00' MST 16.82' N51"-0701"E 1'IS'41" C14 2$.00' 38.64' 34.91' 88133'OS" C15 15.00' 23.69' 21.30' _NOS'II'49"E 118199'30"W 90'29'33" CI6 855.00' 49.25' 49.25' S51-46-42"W _ " 3'18V2" CI7 15.00' 23.56' 21.22' SI8°22'38"E 9W'03'ii" CIS 125,W 12.00' 12.00' SW'39'9"E 5^3008' C19 15.00' 27.60' 23,87' S69'22'40"W 105'25'51" L20 450.W 12,15' 12.15' NI7'2 OYT 1132'SO" 82'54'29" C21 15.00' 21.71' 19.86' N23'14'40"W Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 EXHIBIT "B" The Improvements [ See attached] Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 MOO CL .�P M X ai 7 41" fill lip 1, HOMESTEAD SUMVISM UNTS 5 & 9 SCIIERTZ. TFXM TREFT PLANS PROFILE - lVe OM PASS FWD COUPUS $. WMWIOAD WAY EXHIBIT "C" The Cost Estimate Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 [See attached] Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 Added graphics) MALONE WHEEL&,' HOMESTEAD UNITS b 3 9 - SUNDOWN PARKWAY - SURFACE IMPROVEMENTS ,Nw't C",W, N►o"%t Gta ..- — — irWM7io�,�lOilflpe+waOGii� .. _ w wm wouwr y� rt� OIl.Wfrr••' oAr1 ' wrr.rs ""Wf piwt �`' �aca+rraw eaa.rterr ; ,s+r , ,yrwwy �wmaraw� �rfr ur pyWn*r, , r f t _ S•aF ;r 'i f�� Al. _ ll�mJrw - NM ti1aMGrY►_NOW_W vi•. f . .rAYat iiiw � ft• L7x1nlR' I [AY ,C0T /1Y.`[ lY6"ANWYfC PW" rrarrrsfwr+iwrtani r- - — — — iuiror��w�we��e�gwoeii�+�i w;wrcrx w�wiw iwe,�n�n � � � x' i���or�icn n+wfp_ arRnorOW"h a .�.�, .,.-�...u...r o... - r.. , ,r..e . �..a� .r ,.. e.. ,.r ....,....e �--- • .. nnr . r...r...�..... �. ,� a. Jr. ..r....r..,,.... a.... � PP w....,..r.., .,� � ... ,.......ter .. �.. ,.,r.n....w,. �. nr- �....,.�..r r.• a.,� ...._� t..a..rr v., aM . �.•.r—.on... w..sarm ow — a. r� rr. � i... r ar. +rev rs w ,..err .�... w...r r. w• . r...r 4�rt' � � • 71 • � 'j�'xAy�j1�81+' M 112�77 f�+� spa . apal Z.?; Homestead Subdivision Improvement Agreement Unit 9 1 312023 EXHIBIT "D" The Surety See attached] Homestead Subdivision Improvement Agreement Unit 9 1 31 2023 Summary report: Litera® Change -Pro for Word 10.14.0.46 Document comparison done on 9/12/2022 5:06:41 PM Style name: Default Style Intelligent Table Comparison: Active Original filename: Sub Impr Agr- Homestead 9 4 22 2022_3 6.16.22 4.docx CC Comments Modified filename: Sub Im r A r- Homestead 9 6 3 2022.docx Changes: Add 27 lie 55 Tim 0 Move To 0 Table Insert 0 T.,LrccoicDelete 0 Table moves to 0 Table .ti. s F ..,,,. 0 Embedded Graphics (Visio, ChemDraw, Ima es etc. 2 Embedded Excel 0 Format changes 0 Total Changes: 84 After Recording Please Return To: City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF GUADALUPE § IMPROVEMENT AGREEMENT HOMESTEAD PHASE SUBDIVISION- UNIT I I— PUBLIC IMPROVEMENTS This IMPROVEMENT AGREEMENT (the "AgreemenY') is by and between ILF N-T Owner, LP (the "Owner'), and the CITY OF SCHERTZ, a Texas municipal corporation (the "Ciff") and is effective upon the execution of this Agreement by the Owner and the City (the "Effective Date"); and WHEREAS, the Owner is the owner of that certain real property located in the City of Schertz, Guadalupe County, Texas, more specifically described on Exhibit "A", attached hereto and made a part hereof for all purposes (the "Pro e " or "Homestead Subdivision Unit I 1"); and WHEREAS, the Owner seeks to develop a residential subdivision on the Property (the "Subdivision") that requires the construction of certain public improvements: and WHEREAS, this Agreement is made solely with respect to the final plat of Homestead Subdivision Unit 11 which was approved by the City of Schertz Planning and Zoning Commission on M, 2022; and Commented [All: TBD - still going through plan check will need to update once approved WHEREAS, pursuant to Section 21.4.15(C.) (2.) and (F.) (1) of the City's Unified Development Code, the obligation to construct the public improvements that serve the Subdivision may be deferred if an Improvement Agreement is executed and if sufficient surety is provided to secure the obligation to construct the public improvements; and WHEREAS, the Owner seeks to defer the construction of the public improvements to a future date, not to exceed three years (3 years), after the recording of the final plat for Homestead Subdivision Unit 11 (the "Final Plat Recordation") pursuant to this Agreement and Section 21.4.15 of the City's Unified Development Code: 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: 1. Ownership of the Property. The Owner hereby represents and warrants that, as of the Effective Date, it has not conveyed, assigned, or transferred all or any portion of its interest in the Property to any other person or entity (any such person or entity referred to herein as "Purchaser"), nor is it a party to any contract or other understanding to do so that is not subject to Homestead Subdivision Improvement Agreement Unit 111312023 this Agreement with the exception of contracts for the sales of lots in ordinary course and dedications of utility and public improvements (unrelated to this Agreement) in the ordinary course of business. 2. Construction of Improvements, Covenants. The Owner and the City covenant and agree to the following: a) The Owner is obligated by Section 21.12.10 of the City's Unified Development Code to construct, or cause to be constructed, a roadway segment improvements more particularly shown on Exhibit "B" and in the "Construction Plans" approved I insert date approved] and that are included as part of the application for final plat approval for the subdivision titled Homestead Subdivision Unit 11 (such improvements shall be referred to herein as the "Improvements"). b) The Improvements shall be built and completed in accordance with City design standards within three years (3 years) after the Final Plat Recordation. c) The cost of the uncompleted Improvements for Homestead Subdivision Unit 11 is estimated to be Three Hundred and Twenty -One Thousand Nine Hundred Eighty - Four Dollars and Ninety Cents ($321,984.90), (the "Cost Estimate"), as more particularly shown on Exhibit "C" attached hereto and made a part hereof for all purposes. The Owner and the City agree that the amount of the Cost Estimate set forth herein is a commercially reasonable estimate of the cost of the Improvements. d) In lieu of the Owner's obligation to construct, or cause to be constructed, the Improvements, at or before the Final Plat Recordation, Owner shall provide to the City, concurrent with the execution of this Agreement, surety in the form attached hereto as Exhibit "D" (the "Sure ") in an amount equal to 125% of the Cost Estimate amount Four Hundred and Two Thousand Four Hundred and Eighty One Dollars and Twenty Five Cents ($402,481.25). (the "Improvement Funds"). e) Owner agrees within three years (3 years) of the Final Plat Recordation to complete the construction of the Improvements in accordance with the Construction Plans and in full compliance with City of Schertz Unified Development Code Section 21.4.15, which is incorporated by reference herein as though fully set forth in this Section of this Agreement. For the purpose of clarification, and in no way limiting Owner's obligations under Section 21.4.15, the Parties agree that full completion of construction of the Improvements shall not occur until the City accepts the Improvements in the manner prescribed in Section 21.4.15. D., and Owner provides a warranty bond which may name the contractor as the principal (to expire twenty- four (24) months following such acceptance) which shall be exactly twenty percent (201/6) of the total cost of construction of all the Improvements. f) In the event Owner fails to fully complete construction of the Improvements within three years (3 years) subject to subsection h) below, of the Final Plat Recordation Homestead Subdivision Improvement Agreement Unit 111312023 in the manner prescribed herein, City may declare this Agreement to be in default and at the City's sole discretion: (i) require that all Improvements 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; (ii) unilaterally draw from the Improvement Funds sufficient amount to complete the Improvements itself or through a third party; or (iii) assign the Improvement Funds to any third party, including a subsequent owner of the Property, provided that such Improvements Funds shall only be assigned for the purpose of causing the construction of the Improvements 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 Improvements. g) Within 30 days of the City's acceptance of the Improvements, the City shall release the Surety to Owner and the Parties shall have no further obligation to each other under this Agreement. h) If Owner can document an inability to complete these improvements within the three (3) year timeframe due to causes beyond Owner's control, City will in good faith consider an extension. 3. Approval of Agreement. 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. 4. Governmental Immunity. The City does not waive or relinquish any immunity or defense 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. 5. Binding, 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. 6. Counterparts. 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. 7. Integration. 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. Homestead Subdivision Improvement Agreement Unit 111312023 8. 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: ILF N-T Owner, LP 500 Boylston Street STE 2010 Boston, MA 02116 Attention: Jesse R. Baker If to the Cia: CITY OF SCHERTZ 1400 Schertz Parkway Schertz, Texas 78154 Attention: City Manager With cony to: Denton Navarro Rocha Bernal & Zech, P.C. 2517 N. Main Avenue San Antonio, Texas 78212 Attention: T. Daniel Santee 9. Legal 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. 10. 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. Homestead Subdivision Improvement Agreement Unit 111312023 11. 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. 12. Choice of LaNy. 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 Guadalupe 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. [ Signatures and acknowledgments on the following pages ] Homestead Subdivision Improvement Agreement Unit 111312023 Si -nature Pa�e to Improvement &� reement ILF N-T Owner, LP, a Delaware limited partnership By: ILF N-T GP, LLC, a Delaware limited liability company, its General Partner By: ILF N-T Holdings, LLC, a Delaware limited liability company, its Sole Member By: FCA Nor -Tex, LLC a Delaware limited liability company, its Administrative Member BY: Name: Jesse R. Baker Title: Authorized Signatory Homestead Subdivision Improvement Agreement Unit 111312023 Sig -nature Page to Improvement Agreement This Improvement Agreement has been executed by the parties as of the dates of the Acknowledgments to be effective as of the Effective Date. City: CITY OF SCHERTZ, a Texas municipal corporation By: Name: Steven Williams, its City Manager Date: THE STATE OF TEXAS § COUNTY OF GUADALUPE § This instrument was acknowledged before me on the day of , 2023 by Steven Williams, City Manager of the City of Schertz, Texas, a Texas municipal corporation, on behalf of said City. (SEAL) Notary Public in and for The State of Texas My Commission Expires: Homestead Subdivision Improvement Agreement Unit 111312023 EXHIBIT "A" The Property Approved Final Plat Exhibit and Legal Metes and Bounds See attached] Homestead Subdivision Improvement Agreement Unit 111312023 EXHIBIT "B" The Improvements (See attached] Homestead Subdivision Improvement Agreement Unit 111312023 EXHIBIT "C" The Cost Estimate See attached] Homestead Subdivision Improvement Agreement Unit 111312023 EXHIBIT "D" The Surety [See attached] Homestead Subdivision Improvement Agreement Unit 111312023 THE STATE OF TEXAS § 0 GUADALUPE COUNTY § 2023 AMENDED AND RESTATED HOMESTEAD ROADWAY CAPITAL RECOVERY OFFSET AGREEMENT This agreement ("AGREEMENT") is made by and between the City of Schertz, (hereinafter "CITY") a Texas Home Rule municipality and ILF N-T Owner LP (hereinafter "DEVELOPER") a Limited Partnership created under the laws of Texas, collectively, the "PARTIES". RECITALS WHEREAS, pursuant to City of Schertz Code of Municipal Ordinances Chapter 78, Article VII, the City of Schertz has adopted Roadway Capital Recovery Fees (sometimes hereinafter referred to as "capital recovery fee"); and, WHEREAS, pursuant to City of Schertz Code of Municipal Ordinances Section 78-178, where, in order to serve new development, a developer is required to construct, contribute to, or dedicate, a capital improvement or facility expansion identified in the capital improvements plan the CITY and DEVELOPER may enter into this AGREEMENT whereby the developer is: (1) credited for the reasonable and necessary costs of the capital improvement or facility expansion against the impact fees otherwise due from the new development; or (2) reimbursed for all or a portion of the reasonable and necessary costs of the capital improvement or facility expansion from impact fees as received from other new developments that use the capital improvement or facility expansion; and, WHEREAS, CITY and DEVELOPER entered into the initial Roadway Impact Fee Offset Agreement dated December 19, 2019 (the "Prior Agreement'); and, WHEREAS, the City Council of the City of Schertz authorized the City Manager to enter into the First Amendment to the Roadway Capital Recovery Offset Agreement Between the City of Schertz and ILF N-T Owner, LP in order to memorialize Roadway Capital Recovery Fee Credits (sometimes hereinafter referred to as the "Credits") achieved by DEVELOPER for reasonable and necessary costs of the capital improvement or facility expansion it incurred, but this agreement was never executed; and, WHEREAS, CITY and DEVELOPER desire to amend and restate the Prior Agreement as a result of an additional section of Sundown Parkway which is designated as Project Number 24 of the Schertz Roadway Capital Recovery Offset Agreement 1 31 2023 Final 2022 Roadway Impact Fee Program Amendment Technical Memorandum, adopted on April 5, 2022 per Resolution 22-R-24. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the PARTIES hereto, intending to be legally bound, hereby agree as follows: Article I. PROJECT DESCRIPTION A. Project. The project is The Homestead master planned community. B. Location. The project is located at the southwest corner of IH-35 and Schwab Road, as more precisely described in Exhibit "A". Article II. ROADWAY CAPITAL RECOVERY FEES A. Roadway Capital Recovery Fees. The Roadway Capital Recovery Fees for the project are currently assessed at $1,647.53 or $1,614.54 per service unit based on the plat filing date. Article III. CAPITAL IMPROVEMENT PLAN IMPROVEMENTS MADE BY DEVELOPER A. Rough Proportionality. The PARTIES acknowledge that as provided in Texas Local Government Code Section 212.904, the CITY may require DEVELOPER to contribute a portion of the costs of municipal infrastructure improvements by the making of dedications, the payment of fees, or the payment of construction costs (collectively the "Infrastructure Costs"), provided DEVELOPER'S portion of Infrastructure Costs do not exceed the amount required for infrastructure improvements that are roughly proportionate to the PROJECT impact (the "Proportionate Costs"). Article IV. ROADWAY CAPITAL RECOVERY FEE OFFSET CREDIT A. Roadway Capital Recovery Fee Offset Credit Calculation. i. The total number of service unit equivalents of capacity supplied by the system facilities contributed by the DEVELOPER is estimated to be 2.272 service units. Schertz Roadway Capital Recovery Offset Agreement 1 312023 ii. The Roadway Capital Recovery Fee Offset Credits that the DEVELOPER shall receive may be used to offset the roadway impact fees due in Units IA, 113, 2, 3A, 313, 3C, 4, 5, 6, 7A, 713, 8, 9, 10, 11, 13 and 18. The City shall assign Credits to the unit when a final plat is filed in accordance with this AGREEMENT. iii. The estimated number of single-family homes within the development is approximately 749 and the number of multi -family units is up to 211. iv. Given that the estimated number of service units being supplied by the system facilities contributed by the DEVELOPER is roughly equal to the number of vehicle miles being added to the system by the residential units within the project, the CITY and the DEVELOPER agree that no roadway impact fees shall be due from the development within the Project and no excess offsets shall be reimbursed by the CITY. Article V. MISCELLANEOUS The following miscellaneous provisions are made part of this AGREEMENT: 1. CITY and DEVELOPER acknowledge that the Prior Agreement is hereby replaced in its entirety by this Agreement. 2. Additional Instruments. CITY and DEVELOPER 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. 3. Amendments. This AGREEMENT constitutes the entire understanding and agreement of the parties as to the matters set forth in this AGREEMENT. No alteration of or amendment to this AGREEMENT shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 4. Applicable Law and Venue. This AGREEMENT shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Guadalupe County, Texas. Venue for any action arising under this AGREEMENT shall lie in the state district courts of Guadalupe County, Texas. Schertz Roadway Capital Recovery Offset Agreement 131 2023 5. Assignment. The DEVELOPER may assign this AGREEMENT with the CITY's consent (such consent not to be unreasonably conditioned, withheld or delayed, but in no event shall the offsets provided for in the AGREEMENT be transferred to any development not subject to the plat associated with such offsets. 6. Binding Obligation. This AGREEMENT shall become a binding obligation on the signatories upon execution by all signatories hereto. The CITY warrants and represents that the individual executing this AGREEMENT on behalf of the CITY has full authority to execute this AGREEMENT and bind the CITY to the same. DEVELOPER warrants and represents that the individual executing this AGREEMENT on its behalf has full authority to execute this AGREEMENT and bind it to the same. 7. Counterparts. This AGREEMENT may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. 8. Construction. The PARTIES acknowledge that the PARTIES and their counsel have reviewed and revised the AGREEMENT and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the AGREEMENT. 9. Enforcement. The City Attorney or his or her designee may enforce all legal rights and obligations under this AGREEMENT without further authorization. DEVELOPER shall provide to the City Attorney all documents and records that the City Attorney requests to assist in determining DEVELOPER'S compliance with this AGREEMENT. 10. 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 City Council of the City of Schertz, Texas. 11. Execution of AGREEMENT. a) City Council has authorized the City Manager to execute this AGREEMENT on behalf of the CITY, as evidenced by Resolution 23-R- 01, dated February 14, 2023. Schertz Roadway Capital Recovery Offset Agreement 1 31 2023 b) Jesse R. Baker and Thomas C. Tischer are authorized to execute this AGREEMENT on its behalf, as evidenced by Company Resolution, dated May 18, 2015, and attached hereto as Attached hereto as Exhibit `B". 12. Exhibits and Attachments. All Exhibits and Attachments referenced in this AGREEMENT are attached hereto and incorporated herein for all purposes. 13. Force Majeure. It is expressly understood and agreed by the parties to this AGREEMENT that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather, fire or other casualty, or court injunction, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions, governmental regulations, governmental controls, governmental action, delay in issuance of permits or approvals (including, without limitation, fire marshal approvals), enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the obligated party and delays caused by the other party, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such obligation or requirement shall be extended for a period of time equal to the period such party was delayed. 14. Gender. The gender of the wording throughout this AGREEMENT shall always be interpreted to mean either sex, and where the context requires, the plural of any word shall include the singular. 15. 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. 16. Immunities and defenses. a) By entering into this AGREEMENT, 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, statutory or official immunity by the CITY 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. b) No employee of CITY, or any councilmember or agent of CITY, shall be personally responsible for any liability arising under or growing out of this AGREEMENT. Schertz Roadway Capital Recovery Offset Agreement 1 312023 17. Mutual Assistance. CITY and DEVELOPER 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. 18. Notices. Any notice, statement and/or communication required and/or permitted to be delivered hereunder shall be in writing and shall be mailed by first-class mail, postage prepaid, or delivered by hand, by messenger, by facsimile, or by reputable overnight carrier, and shall be deemed delivered when received at the addresses of the Parties set forth below, or at such other address furnished in writing to the other Parties thereto: DEVELOPER: ILF N-T Owner, LP Attn: Legal Dept. 500 Boylston Street Boston, MA 02116 legal(%freeholdcm.com and Matt D. Matthews 8601 Ranch Road 2222 Building 1, Suite 260 Austin, TX 78730 mdm@freeholdcommunitites.com WITH COPY TO LEGAL COUNSEL: Tony Corbett McLean & Howard L.L.P. Barton Oaks Plaza, Building II 901 South MoPac Expy, Suite 225 Austin, TX 78746 tcorbett(&mcleanhowardlaw.com City: City Manager City of Schertz 1400 Schertz Parkway Schertz, TX 78154 Phone: (210) 619-1000 Fax: (210) 619-1029 Schertz Roadway Capital Recovery Offset Agreement 1 31 2023 WITH COPY TO: Denton Navarro Rocha Bernal & Zech A Professional Corporation Attn. T. Daniel Santee 2517 N. Main Avenue San Antonio, Texas 78212 Phone: (210) 227-3243 Fax: (210) 225-4481 19. Ordinance Applicability. The signatories hereto shall be subject to all ordinances of the CITY, whether now existing or in the future arising provided however no ordinance shall reduce or diminish the contractual obligations contained herein. This AGREEMENT shall confer no vested rights on the PROJECT unless specifically enumerated herein. 20. Severability. In the event any provision of this AGREEMENT is illegal, invalid, or unenforceable under the present or future laws, then, and in that event, it is the intention of the PARTIES hereto that the remainder of this AGREEMENT shall not be affected thereby, and it is also the intention of the Parties to this AGREEMENT that in lieu of each clause or provision that is found to be illegal, invalid, or unenforceable a provision be added to this AGREEMENT which is legal, valid and enforceability and is a similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 21. 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. [Page Ends Here — Signature Pages Follow] Schertz Roadway Capital Recovery Offset Agreement 1 312023 EXECUTED in duplicate originals to be effective as of the date of the last signature below. DEVELOPER: ILF N-T OWNER, LP, a Delaware limited partnership By: ILF N-T GP, LLC, a Delaware limited liability company, its General Partner By: ILF N-T Holdings, LLC, a Delaware limited liability company, its Sole Member By: FCA Nor -Tex, LLC, a Delaware limited lability company, its Administrative Member LN Name: Title: Authorized Signatory Date: Commonwealth of Massachusetts County of Suffolk Before me, the undersigned authority, on this day personally appeared , known to me to be the Authorized Signatory of FCA Nor -Tex, LLC, Administrative Member of ILF N-T Holdings, LLC, Sole Member of ILF N-T GP, LLC, General Partner of ILF N-T Owner, LP on behalf of said limited partnership and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated. (Personalized Seal) Notary Public's Signature Schertz Roadway Capital Recovery Offset Agreement 1 31 2023 Signature Page to 2023 AMENDED AND RESTATED ROADWAY CAPITAL RECOVERY OFFSET AGREEMENT This Community Facilities Agreement has been executed by the parties as of the dates of the Acknowledgments to be effective as of the Effective Date. Cam: CITY OF SCHERTZ, a Texas municipal corporation By: Name: Steven Williams, its City Manager THE STATE OF TEXAS § COUNTY OF GUADALUPE § This instrument was acknowledged before me on the day of _, 2023 by Steven Williams, City Manager of the City of Schertz, Texas, a Texas municipal corporation, on behalf of said City. (SEAL) Notary Public in and for The State of Texas My Commission Expires: Schertz Roadway Capital Recovery Offset Agreement 1 31 2023 Exhibit "A" The Project Schertz Roadway Capital Recovery Offset Agreement 1 312023 Exhibit "B" Company Resolution Schertz Roadway Capital Recovery Offset Agreement 1 31 2023 REIMBURSEMENT AGREEMENT WITH DEVELOPER FOR CONSTRUCTION OF PUBLIC IMPROVEMENT THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF GUADALUPE § This Development Agreement (the "Agreement") is by and between the City of Schertz, a Texas municipal corporation (the "City"), and ILF N-T, LP., owner and developer of certain hereinafter described property located within the City (the "Developer"), all collectively referred to as "Parties", and is effective upon the execution of this Agreement by the Developer and the City (the "Effective Date"). WHEREAS, Developer wishes to develop certain property (the "Property") located within the City limits, which is approximately 74.78 acres of land, Unit 3B being a 15.29 acres tract of land in the City of Schertz, Comal & Guadalupe County, Texas out of the J.F. Zapeda Survey No. 257, Abstract 685, The J.F. Zapeda Survey NO. 257, Abstract 471, and the P. San Miguel Survey No. 256, Abstract 227 and being out of a 522.18 acres tract of land; Unit 5 being 32.89 acres out of the J.F. Zepeda Survey Number 257, Abstract 471, Guadalupe County, Texas, being a remainder of a called 522.18 acres; and Unit 7A being a 26.60 acre tract of land, being out of the Pedro San Miguel Survey No. 256, Abstract 227, C.M. Gahagan Survey No. 258, Abstract 142 and State Survey, Abstract Tate2 of Guadalupe County and a 522.18 acre tract of land conveyed to ILF N-T Owner, LP of Record in Document Number 201406044206, official public records of Comal County, Texas. WHEREAS, the Property is the subject of the applications for Subdivision Plat establishing Homestead Unit 313, Homestead Unit 5 and Homestead Unit 7A; and WHEREAS, during the development planning stage for the Property, the Developer submitted to the City a request that the City participate in the completion of the Improvements, which will benefit portions of the City beyond the Homestead Unit 313, Homestead Unit 5 and Homestead Unit 7A Subdivisions; and WHEREAS, Developer has requested that it be allowed to construct all Improvements to serve the Property and share the costs with the City; and WHEREAS, Developer has constructed certain Improvements and commenced construction of the remainder of the Improvement; and WHEREAS, the City and Developer find it to be to their mutual advantage to enter into this Agreement for the construction of appropriate and necessary public facilities; and WHEREAS, Section 212.071, et. seq. of the Texas Local Government Code authorizes municipalities to enter into a contract with a developer of a subdivision or land in the municipality to construct public improvements related to the development without complying with the competitive sealed bidding procedures of Chapter 252 of the Texas Local Government Code; and, WHEREAS, Section 212.071, et. seq. of the Texas Local Government Code limits the participation by the municipality at a level not to exceed 30 percent of the total contract price. NOW THEREFORE, for and in consideration of the premises and mutual obligations, covenants, and benefits hereinafter set forth, the Parties agree as follows: ARTICLE I — Definitions. The following terms and phrases used in this Agreement shall have the meanings ascribed hereto: 1.1. "Agreement" means this agreement, including any amendments hereto, between the City and Developer. 1.2. "Contractor" shall mean each person, firm, corporation, partnership, association, or other entity awarded a contract by Developer for the construction and installation of the Improvements (or portion thereof). 1.3. "Improvements" shall mean the improvements described on Exhibit "A" 1.4. "City's Participation Costs" shall mean costs associated with the construction of the Improvements, as designated on Exhibit "C" as City of Schertz responsibility. ARTICLE II — Construction of Improvements. 2.1. Acquisition of Easements. Developer has acquired and dedicated all necessary utility easements as illustrated in Exhibit `B" attached hereto at the Developer's sole expense the City has approved and accepted the same and there shall be no participation by the City in any related easement acquisition costs. Easements were dedicated via approved recorded subdivision plat or through separate instrument approved by the City. 2.2. Construction of Improvements. Developer agrees to construct the Improvements in accordance with the plans and specifications for units 313, 5 and 7A as approved by the City Engineer on 12/05/2018, 1/25/2022 and 4/01/2020, respectively, as illustrated in Exhibit "A" attached hereto. No change in the shall be made by Developer without the prior written consent of the City Engineer, which consent shall be unreasonably conditioned, withheld or delayed. The entire cost of the construction of the Improvements shall be the responsibility and obligation of Developer, except as herein provided. 2.3. Contracts for Construction. Developer shall utilize the competitive sealed bidding procedure as defined in Local Government Code Sec.252 Subchapter C to select a qualified Contractor to construct the Improvements in accordance with the approved plans and specifications if required per Local Government Code Sec. 212 Subchapter C. The contract may be awarded via one or more contracts to either to the lowest responsible bidder(s) or to the bidder(s) who provides goods and services at the best value for the municipality. The City Engineer shall review all bid documents, contract documents, and costs estimates. Developer shall be solely responsible for payment of the work as it is completed, and shall make all payments in a timely manner to the Contractor, and any other parties under contract with the Developer in connection with the construction of the Improvements. 2.4. Performance, Payment and Warranty Bonds. Developer's Contractor shall post within the City faithful performance, payment, and warranty bonds for construction of the Improvements to ensure completion of the project. The bond must be executed by a corporate surety in accordance with Chapter 2253, Texas Government Code. The Developer shall covenant to warrant the public improvements for a period of two (2) years following acceptance by the City of all Improvments. A warranty bond shall be provided in the amount of 20% of the costs of the Improvements for such period. 2.5. Inspection. The City Engineer or designee shall periodically inspect the construction of the Improvements in the same manner, and shall possess the same authority, as is provided during the construction of subdivision improvements pursuant to the City of Schertz Subdivision Ordinance, as amended. 2.6. Insurance. The Contractor awarded the contract to construct the Improvements shall be required to carry Worker's Compensation Insurance on his employees and public liability and property damage insurance on his equipment and employees. The public liability insurance shall be not less than five hundred thousand dollars ($500,000.00) per person and one million dollars ($1,000,000.00) per occurrence, with property damage insurance of not less than five hundred thousand dollars ($500,000.00). In addition, City shall be furnished with Certificates of Insurance and shall be named an additional named insured on such Certificates, and City shall be notified within thirty calendar days of any cancellation of such insurance. 2.7. Accounting. Developer shall submit to City a complete accounting of all costs incurred by Developer in the construction of the Improvements. City will not contribute or pay for any costs incurred by Developer which were not approved by City prior to it being incurred. Developer shall maintain the accounting of the Improvements for a period of two years from the date of acceptance by the City, and the City may inspect the Developer's books and records related to the Improvements at any time with reasonable notice. 2.8. Indemnity. Developer agrees to protect, indemnify and save City harmless from and against all claims, demands and causes of action of every kind and character arising in favor of any third party on account of, or resulting from, the performance of this Agreement by Developer or Developer's agents, representatives, employees, contractors, or subcontractors. ARTICLE III — Obligations and Payments. 3.1. Developer Obligations. The City agrees that the Developer has dedicated to the City all necessary easements as illustrated on Exhibit `B" either by the final plat of Homestead Unit 313, Homestead Unit 5 and Homestead Unit 7A or by separate instrument. 3.2. City Obligations. The City agrees to pay to Developer City's Participation Costs which shall equate to the actual costs for the City's responsibility at as illustrated on Exhibit "C". Notwithstanding any provision of this Agreement to contrary, City's Obligation shall only be for the reimbursement of costs incurred by Developer and shall not in any event exceed SEVEN -HUNDRED SEVENTY- SEVEN THOUSAND ONE -HUNDRED DOLLARS AND FIFTY-FIVE CENTS ($777,100.55) (hereinafter the "City's Share"). 3.3. Payment Procedures. City shall deliver to Developer full payment of the City's Share as provided in this this section. 3.2.1 Submittal and review. Developer shall submit and the City Engineer shall review documentation, as may be reasonably required by City Engineer, showing final, actual construction costs paid by the Developer. 3.2.2 Upon the City Engineer's review and approval of the documents, a final inspection on the Improvements shall be conducted, noting any required corrections or repairs. Once corrections or repairs are made and deemed acceptable, the City will accept the Improvements. 3.2.3 Developer shall submit and the City Engineer shall review documentation dedicating all required utility easements listed in Exhibit `B" to the extend not recorded. If not recoded as of the date hereof, utility easements shall be considered dedicated upon appropriate approval, execution, and recordation of any documents establishing the easements with the Guadalupe County Clerk's office. Developer shall be responsible for any associated recording fees. 3.2.4 Within 30 days of both the acceptance of the Improvements and the dedication of all necessary utility easements, the City will pay to Developer the City's Participation Costs (Exhibit "C"). The $321,544.76 to be paid by the City for the oversize of the offsite sewer force main includes the ONE HUNDRED TWENTY-FIVE THOUSAND SIX HUNDRED FIFTY-FIVE DOLLARS AND 30 CENTS ($125,655.30) that the City is already obligated to contribute per the existing Subdivision Improvement Agreement that is attached as Exhibit "D". Article IV — Assignment, Modification and Waiver. 4. L Assignment. This Agreement shall bind and benefit the respective Parties and their legal successors and shall not be assignable, in whole or in party, by any party without first obtaining written consent of the other party. 4.2. Amendment or Modification. Except as otherwise provided in this Agreement, this Agreement shall be subject to change, amendment or modification only in writing, and by the signatures and mutual consent of the Parties. 4.3. Parties in Interest. This Agreement shall be for the sole and exclusive benefit of the Parties hereto and shall not be construed to confer any rights upon any third party. 4.4. Remedies Not Exclusive. The rights and remedies contained in this Agreement shall not be exclusive, but shall be cumulative of all rights and remedies now or hereinafter existing, by law or in equity. 4.5. Waiver. The failure of any party to insist in any one or more instances on the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, or condition, or right with respect to further performance. 4.6. Entire Agreement. This Agreement constitutes the entire agreement between the Parties related to the subject matter of this Agreement and supersedes any and all prior agreements, whether oral or written, dealing with the subject matter of this Agreement. 4.7. Venue. This Agreement shall be performable and enforceable in Guadalupe County, Texas, and shall be construed in accordance with the laws of the State of Texas. 4.8. Severability. If any term or provision of this Agreement is held to be invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall not in any way be invalidated, impaired or affected. 4.9. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by (i) depositing the same in the United States mail, addressed to the party to be notified, postage prepaid, registered or certified mail, return receipt requested; or (ii) by delivering the same in person to such party; or (iii) by overnight or messenger delivery service that retains regular records of delivery and receipt; or (iv) by facsimile; provided a copy of such notice is sent within one (1) day thereafter by another method provided above. The initial addresses of the parties for the purpose of notice under this Agreement shall be as follows: If to City: CITY OF SCHERTZ 1400 Schertz Parkway Schertz, TX 78154 Attention: City Manager With copy to: Denton Navarro Rocha Bernal & Zech, P.C. 2417 N. Main Avenue San Antonio, TX 78212 Attention: T. Daniel Santee If to Developer: ILF N-T Owner, LP 500 Boylston Street Boston, MA 02116 Attention: Matt Matthews 4.10. No Joint Venture. 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. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint either Party as an agent of the other for any purpose whatsoever. Except, as otherwise specifically provided herein, neither Party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. 4.11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which constitute one instrument. [ Signatures and acknowledgments on the following pages] Si nature Page to Aereement with Develmier for Construction of Public Iwrovement ILF N-T Owner, LP, a Delaware limited partnership By: ILF N-T GP, LLC, a Delaware limited liability company, its General Partner By: ILF N-T Holdings, LLC, a Delaware limited liability company, its Sole Member By: FCA Nor -Tex, LLC a Delaware limited liability company, its Administrative Member By: Name: Title: Authorized Signatory Si,==nature Paee to Agreement with Develoi)er for Construction of Public Imyrovement This Community Facilities Agreement has been executed by the parties as of the dates of the Acknowledgments to be effective as of the Effective Date. Cam: CITY OF SCHERTZ, a Texas municipal corporation By: Name THE STATE OF TEXAS COUNTY OF GUADALUPE Steve Williams, its City Manager This instrument was acknowledged before me on the day of , 2023 by Steve Williams, City Manager of the City of Schertz, Texas, a Texas municipal corporation, on behalf of said City. (SEAL) Notary Public in and for The State of Texas My Commission Expires: EXHIBIT A Improvements EXHIBIT B NECESSARY EASEMENTS Ex. Al. Michael Scott Turner — 0.239 Acre Ex. A2. Michael Scott Turner - 0.005 Acre Ex. A3. Schertz Commercial Park, L.P. — 0.572 Acre Ex. A4. Schertz Commercial Park, L.P.—0.062, 0.120 & 0,024 Acre Ex. A5. Schertz Commercial Park, L.P. — 0.10 Acre Ex. A6. Nolley Caribbean - 0.517 Acre Ex. A7. Nolley Caribbean — 0.013 Acre Ex. A8. Nolley Caribbean - 0.111 Acre EXHIBIT C CITY'S PARTICIPATION COSTS Exhibit C City's Participation Costs for Water Line Upsizing 1. $19,560.00 - Upsizing of the waterline in Unit 7A from 8" to 12" in Homestead Parkway 2. $101,970.00 - Upsizing of the waterline in Unit 7A from 8" to 12" in Schwab Road and Archer Pass 3. $41,800.79 - Upsizing of the waterline in Unit 313 from 8" to 12" in Winkler Trail 4. $292,225.00 - Providing a 12" water line in Unit 5 within the GVSUD CCN connecting Fred Couples way to Homestead Parkway $455,555.79 Sub Total City's Participation Costs for Phase 2 Offsite Sewer Forcemain Improvements (per agreement City's participation share is 21% to be capped at $348,966.64). 1. $223,975.65 — 21% of $1,066,550.70 for construction 2. $39,970.94 — 21% of $190,337.81 for engineering 3. $57,598.17 —21% of appraised value of easements $321,544.76 Sub Total $777,100.55 Total City's Participation Costs EXHIBIT D EXISTING SUBDIVISION IMPROVEMENT AGREEMENT