23-R-92 EDC Agreement Boomerange-LovettRESOLUTION 23-R-92
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ
TEXAS AUTHORIZING AN EXPENDITURE AS REFLECTED IN AN
ECONOMIC DEVELOPMENT PERFORMANCE AGREEMENT
BETWEEN THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION AND WITH BOOMERANG-LOVETT; 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 powers of the corporation are vested in the SEDC Board of Directors (the
"Board") appointed by the goveming body of the corporation's authorizing unity; and
WHEREAS, the Act authorizes a development corporation to fund certain projects as
defined by the Act and request development corporations to enter into performance agreements to
establish and provide for the direct incentive or make an expenditure on behalf of a business
enterprise under a project; and
WHEREAS, Boomerang intends to construct a minimum of 300,000 square foot cold
storage facility that will result in a minimum assessed value of the Boomerang Property of
$40,000,000.00 as determined by the Corral County Appraisal District and the proposed
development plan; and
WHEREAS, Lovett intends to construct a minimum of 500,000 square feet across multiple
buildings on the Lovett Property that will result in a minimum assessed value of the Lovett
Property of $35,000,000.00 as determined by the Comal County Appraisal District and the
proposed development plan; and
WHEREAS, Developers have requested the assistance of the City and SEDC to ensure a
path to securing wastewater service and alleviate costs associated with extending wastewater from
the Properties to the nearest connection point located near Abbey Rd; and
WHEREAS, the agreement provides that Boomerang -Lovett will receive not more than
TWO MILLION FIVE HUNDRED THOUSAND DOLLARS, ($2,500,000.00) for Public
Improvements; and
WHEREAS, Sections 501, 502, and 505 of the Texas Local Government Code ("Texas
LGC") authorizes the SEDC to fund certain projects as defined therein and 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 501.073 of the Act requires the SEDC's authorization 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 City of Schertz City Council hereby authorizes the expenditure
reflected in the Economic Development Performance Agreement attached hereto as
ATTACHMENT A and approves the participation of the City of Schertz as reflected therein.
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-)- day ofao"N23.
CITY OF SCHER
Rallilltie rez Mayor
lila
T:
Sdmonso; , City Secretary
SEDC RESOLUTION 2023-10
A RESOLUTION BY THE CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION, TEXAS AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION TO ENTER INTO A
PERFORMANCE AGREEMENT WITH BOOMERANG-
LOVETT; 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 powers of the corporation are vested in the SEDC Board of Directors (the
"Board") appointed by the governing body of the corporation's authorizing unity; and
WHEREAS, the Act authorizes a development corporation to fund certain projects as
defined by the Act and request development corporations to enter into performance agreements to
establish and provide for the direct incentive or make an expenditure on behalf of a business
enterprise under a project; and
WHEREAS, Boomerang intends to construct a minimum of 300,000 square foot cold
storage facility that will result in a minimum assessed value of the Boomerang Property of
$40,000,000.00 as determined by the Comal County Appraisal District and the proposed
development plan; and
WHEREAS, Lovett intends to construct a minimum of 500,000 square feet across multiple
buildings on the Lovett Property that will result in a minimum assessed value of the Lovett
Property of $35,000,000.00 as determined by the Comal County Appraisal District and the
proposed development plan; and
WHEREAS, Developers have requested the assistance of the City and SEDC to ensure a
path to securing wastewater service and alleviate costs associated with extending wastewater from
the Properties to the nearest connection point located near Abbey Rd; and
WHEREAS, the agreement provides that Boomerang -Lovett will receive not more than
TWO MILLION FIVE HUNDRED THOUSAND DOLLARS, (2,500,000.00) for Public
Improvements; and
WHEREAS, Sections 501, 502, and 505 of the Texas Local Government Code ("Texas
LGC") authorizes the SEDC to fund certain projects as defined therein and enter into performance
agreements to establish and provide forthe direct incentive or make an expenditure on behalf of a
business enterprise under a project; and
1
WHEREAS, Section 501.073 of the Act requires the SEDC's authorization 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. The Schertz Economic Development Board hereby approve the Economic
Development Performance Agreement attached hereto as ATTACHMENT A and authorizes the
President to execute and deliver in the substantial form as attached.
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 Board.
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 board 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 day of , 2023.
CITY OF SCHERTZ ECONOMIC
DEVELOPME :F,CORPORATION
_ s
Paul 4fdcaluso, SEDC Board President
�TTLST:
.--Akk� L4dj
Sammi Morrill, SEDC Board Secretary
2
BOOMERANG-LOVETT
ECONOMIC DEVELOPMENT AGREEMENT
THIS BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
("Agreement") by and among Boomerang Interests, LLC, a Texas limited liability company
("Boomerang"), LI Acquisitions, LLC, a Texas limited liability company ("Lovett" and, together
with Boomerang, the "Developers"), the City of Schertz, Texas ("City"), a Texas home rule
municipal corporation, and the Schertz Economic Development Corporation ("SEDC"), a Texas
non-profit industrial development corporation (City, SEDC and Developers are collectively
referred to as the "Parties" and sometimes individually as a "Party"), is made and entered into
effective as of er as, 2023 (the "Effective Date").
WHEREAS, Boomerang is the indirect owner of approximately 25.13 acres shown as
Parcel ID 81088 in the records of the Comal County Appraisal District, and located on FM 2252,
said property being more particularly described as set forth in Exhibit "A" (the "Boomerang
Property"); and
WHEREAS, Boomerang intends to construct a minimum of 300,000 square foot cold
storage facility that will result in a minimum assessed value of the Boomerang Property of
$40,000,000.00 as determined by the Comal County Appraisal District and the proposed
development plan is illustrated as set forth in Exhibit "B" (the "Boomerang Project"); and
WHEREAS, Lovett is under contract to purchase approximately 43 total acres made up of
Parcel ID 378449 and Parcel ID 379114 located on FM 2252, said property being more particularly
described as set forth in Exhibit "C" (the "Lovett Property" and, together with the Boomerang
Property, the "Properties"); and,
WHEREAS, Lovett intends to construct a minimum of 500,000 square feet across multiple
buildings on the Lovett Property that will result in a minimum assessed value of the Lovett
Property of $35,000,000,00 as determined by the Comal County Appraisal District and the
proposed development plan is illustrated as set forth in Exhibit "D" (the "Lovett Project" and,
together with the Boomerang Project, the "Projects"); and,
WHEREAS, Developers have requested the assistance of the City and SEDC to ensure a
path to securing wastewater service and alleviate costs associated with extending wastewater from
the Properties to the nearest connection point located near Abbey Rd. as set forth in Exhibit "E-
I" (the "Public Improvements"); and,
WHEREAS, Exhibit "F" sets forth the proposed scope of work and associated costs for
Phase One (as more fully described below); and
WHEREAS, Sections 501, 502, and 505 of the Texas Local Government Code ("Texas
LGC") authorizes the SEDC to fund certain projects as defined therein and 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 505.105 of the Texas LGC limits the use of eminent domain by SEDC
to those instances specifically authorized by the governing body of the City and in accordance
with, and subject to the laws applicable to the City; and
Page 1 of 23
WHEREAS, Developers, in exchange and as consideration for the contemplated funding
by SEDC, wish to satisfy and comply with certain terms and conditions, including the construction
of the Public Improvements (as more fully defined below); and
WHEREAS, the Parties believe that the provisions of this Agreement substantially advance
a legitimate interest of the City and SEDC by providing public infrastructure, expanding the tax
base of the City, increasing employment and promoting economic development.
NOW, THEREFORE, for and in consideration of the promises and the mutual agreements
set forth herein, the Parties hereby agree as follows:
ARTICLE I
RECITALS
1. Recitals. The recitals set forth above are declared true and correct by the Parties
and are hereby incorporated as part of this Agreement.
ARTICLE II
AUTHORITY AND TERM
1. Authority. The City, by its execution of this Agreement, represents to other Parties
that the City's execution of this Agreement is authorized by Chapter 380, 501 and 505 of the Texas
LGC. The SEDC, by its execution of this Agreement, represents to other Parties that the SEDC's
execution of this Agreement is authorized by Chapter 501 and 505 of the Texas LGC. The City
and SEDC acknowledge that the Developers are acting in reliance upon the SEDC's performance
of its obligations under this Agreement in making their decision to commit substantial resources
and money to the establishment of the Projects hereinafter set forth. The involvement of the City
is limited in scope to the non -financial assistance in acquiring public utility easements, inspection
of installed public utilities, and staff level professional support.
2. Term. This Agreement shall become enforceable upon the Effective Date,
hereinafter established, and shall continue until the Expiration Date (as defined below), unless
terminated sooner in accordance with the terms of this Agreement.
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.
"Actual Total Improvement Costs" means the actual cost of the Public Improvements
including, but not limited to, Easement Acquisition Costs (as defined below), architectural,
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Boomerang/Lovett
engineering, legal fees, construction, labor, materials, and the costs to "carry" the foregoing, as
substantiated with receipts and invoices.
"Bankruptcy" or "Insolvency" means 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.
"Easement Acquisition Costs" means all costs borne by Developers associated with
acquiring easements (including costs of the easements themselves) necessary to construct the
Public Improvements.
"Expiration Date" means the earlier to occur of:
1. The SEDC's reimbursement of the Maximum Grant Amount to Developers;
2. Five (5) years from the Effective Date of this Agreement, however, the Agreement
may be renewed by the Developers in their sole discretion for an additional five (5)
year period if Developers have not yet received the Maximum Grant Amount; and
3. The date of termination provided for under Article VIII of this Agreement.
"Force Majcure" means 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, pandemic, epidemic, infectious
disease outbreak, strikes, slowdowns or work stoppages.
"Fiscal Year" means October 1st of any given calendar year through September 30th of
any given following calendar year.
"Developer Escrow Account" means each escrow account as established by Lovett and
Boomerang, separately, and which each online escrow account transfer information will be
delivered by each Developer to SEDC. The purpose of each Developer Escrow Account is for the
receipt of Grant Payments (as defined below) from the SEDC under the terms of this Agreement
for distribution to the particular Developer under the terms and conditions of this Agreement.
Boomerang's Developer Escrow Account may be referred to as "Boomerang's Escrow Account"
and Lovett's Developer Escrow Account may be referred to as "Lovett's Escrow Account".
"Maximum Grant Amount" means an amount not to exceed TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS ($2,500,000.00); provided, however, than any Developer -
incurred costs and expenses related to the Public Improvements that exceed the Maximum Grant
Amount shall be addressed in pro rata agreements to be entered into by and between each
Developer and the City.
"Projects" shall have the meaning as ascribed to such term in the recitals as set forth above.
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Boomerang/Lovett
"Properties" shall have the meaning as ascribed to such term in the recitals as set forth
above.
"Public Improvements" means the improvements constructed by the Developers for the
purpose of extending a wastewater line to serve the Developers' Property as more particularly
depicted in Exhibit 66E-199.
"Texas Comptroller" means the Texas Comptroller of Public Accounts, or its successor.
ARTICLE IV
ECONOMIC DEVELOPMENT GRANTS
1. Grants
a. SEDC's Funding
In consideration of the Developers' pursuit of the construction of the Projects and
Public Improvements, the SEDC agrees to participate in the funding of the Actual Total
Improvements Cost of the Public Improvements as set forth in Exhibit "E-1" in an amount not to
exceed the Maximum Grant Amount. Actual Total Improvement Costs shall be verified by the
SEDC via documentation of receipts and invoices. Notwithstanding the foregoing, the SEDC
hereby agrees that the tasks set forth in Exhibit "F" are reasonable and necessary to Phase One
(as defined below) and hereby approves such costs and expenses associated with such tasks and
agrees to make Grant Payments to the Developers for such Phase One costs and expenses in
accordance with the terms of this Agreement. The Developers will make reasonable attempts to
provide the SEDC with detailed proposals related to the work described in Exhibit "F" for the
SEDC's review and approval, subject to the terms of Article X, Section I herein, prior to
commencing work.
b. Reimbursement Basis
SEDC's grant payments shall be funded to the applicable Developer Escrow
Account in two (2) separate installments (each installment, a "Grant Payment," and together, the
"Grant Payments"). SEDC shall cause the first Grant Payment of not more than 55% of the
Maximum Grant Amount to be paid to the associated Developer Escrow Account within thirty
(30) days of submission of a letter of acceptance from the City for the Public Improvements and
Certificate of Completion (building shell complete) for a Project. SEDC shall cause the second
Grant Payment of up to the remaining 45% of the Maximum Grant Amount to be paid to the
associated Developer Escrow Account upon the later of (x) thirty (30) days after submission of
documentation by a Developer evidencing leases covering 75% of the aggregate square footage of
either Project and (y) the records of the Guadalupe County Tax Appraiser reflecting the minimum
appraised value set forth in the recitals of this Agreement for the applicable Project.
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Boomerang/Lovett
c. Failure bOne Partv
If Lovett fails to complete the purchase of the Lovett Property or, following
Lovett's purchase of the Lovett Property, either Boomerang or Lovett notify all Parties in writing
to this Agreement that such Party is unable to develop the Boomerang Project or the Lovett Project,
as the case may be, the Maximum Grant Amount shall not be reduced, and this Agreement shall
remain in full force and effect. The remaining Developer, either Boomerang or Lovett, as the case
may be, shall be entitled to construct the Public Improvements and develop and lease their
individual Project, and all of the provisions of this Agreement and the reimbursement rights
hereunder shall remain in full force and effect, including but not limited to the Grant Payments to
be made by the SEDC up to the Maximum Grant Amount. In addition, if Lovett fails to complete
the purchase of the Lovett Property or is unable to develop the Lovett Property, the wastewater
route shall be as set forth in Exhibit "E-2. For clarification, the Maximum Grant Amount shall not
be decreased for any reason.
d. Current Revenue.
The Grant Payments made hereunder shall be paid solely from lawfully available
funds that have been appropriated by the SEDC. Under no circumstances shall the SEDC's
obligations hereunder be deemed to create any debt of the City within the meaning of any
constitutional or statutory provision. SEDC shall not be obligated to pay any commercial bank
lender or similar institution for any loan or credit agreement made by Developers, nor shall any of
the SEDC's obligations under this Agreement be pledged or otherwise encumbered in favor of any
commercial lender and/or similar financial institution.
ARTICLE V
CONDITIONS TO ECONOMIC DEVELOPMENT GRANTS
The obligation of the SEDC to pay each Grant Payment shall be conditioned upon
Developers' compliance with and satisfaction of each of the conditions set forth in this Agreement.
A. PHASE ONE
1. Shall consist of public utility easement acquisition by Developers, at their sole cost
and expense. Exhibit "F", which is attached and incorporated herein, sets forth the Phase One
tasks which the SEDC hereby pre -approves.
a. Developers shall utilize Stateside Right of Way Services, LLC as right of
way acquisition consultants, which has previously been agreed to by SEDC.
b. Developers shall diligently pursue the acquisition of all easements required
for the installation of the proposed wastewater line and shall have the right to
request the assistance of the SEDC and City for the acquisition of necessary
easements.
C. Developers shall be responsible for the cost of acquisition of the necessary
easements and will pay all costs and expenses necessary to acquire any easements,
however, any costs incurred by Developers on behalf of the SEDC or City shall be
reimbursed to Developers in accordance with the terms of this Agreement.
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Boomerang/Lovett
d. The Parties agree that should the SEDC and/or the City be unable to assist
the Developers in acquiring the necessary easements during Phase One, either or
both Developers, in such Developer's sole and absolute discretion, may terminate
this Agreement without further obligations other than such obligations expressly
set forth in this Agreement that survive the Agreement's termination or expiration.
Either Developer may terminate its obligations under this Agreement by sending
written notice thirty (30) days in advance to the SEDC and the City (each a
"Developer's Termination Notice") and included in the Developer's Termination
Notice shall be such Developer's demand for reimbursement for their actual costs
and expenses incurred, which the City and SEDC shall have thirty (30) days after
receipt of Developer's Termination Notice to reimburse the Developer. SEDC will
reimburse the Developers for their actual costs and expenses in furtherance of the
Projects, including but not limited to hiring third party consultants and easement
acquisition costs, up to $365,972.00. and this obligation shall survive termination
of the Agreement. The easements that have been acquired up to that time shall be
transferred by Developers to the City.
e. The City has previously acquired certain easements that are beneficial and
necessary to the Developers' construction of the Public Improvements. The City
and SEDC hereby acknowledge and agree that such easements, copies of which
have been provided to or obtained by Developers, have been obtained in furtherance
of the City's and SEDC's master wastewater plan and the easements may be
accessed and utilized by Developers for design and construction of the Public
Improvements. Furthermore, the City and SEDC hereby affirm the easements
previously acquired are sufficient for the design and construction of the Public
Improvements contemplated hereby.
B. PHASE TWO
1. Shall consist of construction of the Projects as set forth in Exhibit "B" and Exhibit
"D" and the Public Improvements as set forth in Exhibit "E-1".
ARTICLE VI
COVENANTS AND DUTIES
1. Develo is Covenants and Duties. Each Developer individually and not jointly
makes the covenants and warranties to the City and agrees to timely and fully perform the
obligations and duties contained in Article V of this Agreement. Any false or substantially
misleading statements contained herein or failure to timely and fully perform those obligations and
duties within this Agreement, subject to all applicable notice and cure periods, shall be an act of
Default by the Developer who made the false or misleading statement.
(a) Developer is authorized to do business with the Texas Comptroller and is
in good standing in with the Texas Secretary of State and shall remain in good
standing in with the Texas Secretary of State during the term of this Agreement.
(b) The execution of this Agreement has been duly authorized by Developer's
authorized agent, and the individual signing this Agreement is empowered to
execute such Agreement and bind the entity. Said authorization, signing, and
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Boomerang/Lovett
binding effect is not in contravention of any law, rule, regulation, or of the
provisions of Developer's governing documents, or of any agreement or instrument
to which Developer is a party to or by which it may be bound.
(c) To its current, actual knowledge, Developer is not a party to any
bankruptcy proceedings currently pending or contemplated, and Developer has not
been informed of any potential involuntary bankruptcy proceedings.
(d) To its current, actual knowledge, Developer has acquired and maintained
all necessary rights, licenses, permits, and authority to carry on its business in the
City and will continue to use reasonable efforts to maintain all necessary rights,
licenses, permits, and authority.
(e) Developer shall timely and fully, subject to any applicable notice and cure
periods, comply with all of the terms and conditions of this Agreement.
(0 Developer agrees to use reasonable efforts to complete, or cause to be
completed, the Public Improvements described herein at its sole cost and expense,
subject to SEDC's funding of the Developer Escrow Account.
(g) Developer's project will not be obligated to directly create or retain any jobs
and will result in a minimum assessed value of a capital investment, including land,
of at least FORTY MILLION AND NO/100 DOLLARS ($40,000,000) for
Boomerang's development and THIRTY-FIVE MILLION AND NO/100
DOLLARS for Lovett. Notwithstanding the foregoing, should a disagreement arise
over the calculation of the total capital investment, then the full assessed property
value, land plus all improvements, as determined by Comal County Appraisal
District shall govern.
(h) Developer agrees to use reasonable efforts to obtain, or cause to be obtained,
all necessary permits and approvals from City and/or all other governmental
agencies having jurisdiction over the construction of Public Improvements to the
Properties.
(i) To the extent not already attached to this Agreement as Exhibit "E-1,"
Developer agrees to prepare, or cause to be prepared, plans and specifications for
the Public Improvements prior to starting any construction.
0) Developer agrees to supervise the construction of the Project and cause the
construction to be performed substantially in accordance with the Public
Improvements approved by the City in accordance with federal, state, and local
laws and ordinances and this Agreement.
(k) Contingent upon Developer receiving disbursements from the Developer
Escrow Account, Developer shall be responsible for paying, or causing to be paid,
to City and all other governmental agencies the cost of all applicable permit fees
and licenses required for construction of the Project. Developer agrees to develop
the Project in accordance with the ordinances, rules, and regulations of the City in
effect on the date the Project was designated, unless specified otherwise in this
Agreement. Developer, in its sole discretion, may choose to comply with any or
all City rules promulgated after the Effective Date of this Agreement.
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Boomerang/Lovett
0) Developer, at the City's and SEDC's expense, shall dedicate, convey and
transfer all easements and public utilities to the City within ninety (90) days after
Developers' receipt of the second payment for reimbursement as set forth in Article
IV.
(m) Developer shall cooperate with SEDC in providing all necessary
information to assist City in complying with this Agreement.
(n) The cost of the Public Improvements and all other improvement expenses
associated with the Project shall be funded through the use of Developer's own
capital or through credit secured solely by the Developer.
(o) In accordance with Texas Government Code Section 2264.051, Developer
will not knowingly employ an undocumented worker, as that term is defined in the
section.
(p) [Intentionally Left Blank]
2. SEDC's Covenants and Duties.
(a) SEDC Grant Payment. The SEDC is obligated to pay Developers an
amount not to exceed the Maximum Grant Amount from sources contemplated by
this Agreement, subject to Developers' timely and full satisfaction of all applicable
terms and conditions of this Agreement. Further, SEDC's obligations to pay
Developer shall cease upon the earlier of: (1) payment in full of the Maximum
Grant Amount and payment of any remaining Actual Total Improvement Costs
through allocations and reimbursements from a pro rata agreement between the City
and the Developers; (2) reaching the Agreement's Expiration Date; or (3) Default
by Developer in accordance with the terms of this Agreement.
(b) Substantial Compliance and Default. Failure by either 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 the non -defaulting Party. Failure of Developer to timely and
substantially cure a default will give the SEDC the right to terminate this
Agreement, as reasonably determined by the SEDC's Board of Directors, however,
if Developer completes the required curative action prior to SEDC's termination
then Developer will no longer be in default and SEDC will no longer have the
option to terminate this Agreement for that specific default by Developer.
Notwithstanding the foregoing, if the SEDC terminates this Agreement in
accordance with this provision, the SEDC's obligation to fund the Grant Payment
and any other reimbursement obligation that was otherwise due and payable as of
the date of termination shall not survive termination..
ARTICLE VII
DEVELOPMENT STANDARDS
Boomerang/Lovett
81Page
1. Plan. The Projects shall be developed in substantial accordance with the
Boomerang Project and the Lovett Project as depicted in Exhibits "B" and "D".
ARTICLE VIII
TERMINATION
1. Termination. This Agreement, or the rights and obligations with respect to a
Developer, may be terminated upon any one or more of the following:
(a) A written agreement of termination signed by all Parties;
(b) By Lovett, in its sole and absolute discretion, if Lovett does not acquire the
Lovett Property;
(c) Upon thirty (30) days written notice from either Developer to SEDC and
City, if (i) either Boomerang or Lovett are unable to acquire, in either Boomerang
or Lovett's sole and absolute discretion, the necessary easements during Phase One,
regardless of the SEDC or the City's assistance or (ii) either Boomerang or Lovett
are unable to construct the Projects or the Public Improvements, in either
Boomerang or Lovett's sole and absolute discretion;
(d) On the Expiration Date in accordance with the terms of this Agreement; or
(e) Default by Developer, subject to all applicable notice and cure provisions.
ARTICLE IX
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 non -binding mediation
under the Commercial Mediation Rules of the American Arbitration Association, San Antonio,
Texas, before resorting to litigation, or some other dispute resolution procedure; 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 negotiations among the
Parties. 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. Alternate dispute resolution
("ADR") and all costs related to ADR shall be assessed equally between the SEDC and Developer
with each Party bearing their own costs for attorneys' fees, experts, and other costs of ADR and
any ensuing litigation, if any.
2. During the term of this Agreement, if Developer files and/or pursues an adversarial
proceeding against the SEDC and/or City regarding this Agreement without first engaging in good
faith mediation of the dispute, then, at the SEDC's option, all access to the Maximum Grant
Amount provided for hereunder may be deposited with a mutually acceptable escrow agent that
will deposit such finds in an interest bearing account until the resolution of such adversarial
proceeding.
911'age
Boomerang/Lovett
3. Under no circumstances will the Grant Payments 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 SEDC or City.
ARTICLE X
MISCELLANEOUS
1. Binding, A reement. The terms and conditions of this Agreement shall be binding
on and inure to the benefit of the SEDC, City, Developers, and their respective successors and
assigns. Steve Williams, ICMA-CM, MPA, CGFO (the "City Manager'), his designee, or the City
shall be responsible for the administration of this Agreement and shall have the authority to execute
any instrument, duly approved by the SEDC Board of Directors and City Council of the City of
Schertz, Texas, on behalf of the SEDC and City related thereto.
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, including but not limited to the execution of any
agreement or filing of a document that is reasonably related to this Agreement and is not in direct
contradiction of any terms contained herein.
3. Representations and Warranties. SEDC and City represent and warrant to
Developers that this Agreement is within their authority, and that they are duly authorized and
empowered to enter into this Agreement.
4. Assi ent. Developers 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
SEDC and City, such approval not to be unreasonably conditioned, delayed, or withheld.
Notwithstanding the foregoing or anything else in this Agreement, each Developer shall be
permitted, without consent from any other Party, to assign, transfer, and convey all of such
Developer's rights, title and interest under this Agreement to an affiliate of such Developer, but
must provide written notice to all other Parties of such assignment. An "affiliate" as referenced in
the previous sentence, must be in good standing with the Texas Secretary of State as of the effective
date of the assignment of any Developer's right, title and interest under this Agreement.
Additionally, notwithstanding the foregoing, in the event of a sale of either Lovett Property or
Boomerang Property to an unrelated third -party, Lovett or Boomerang shall be permitted, subject
to approval from SEDC and any other Party, such approval to not be unreasonably conditioned,
delayed, or withheld, to assign, transfer, and convey their respective rights, title and interest under
this Agreement as it relates to the Grant Payments from the SEDC, and must provide written notice
to all other Parties of such assignment. Any assignment provided for herein shall not serve to
enlarge or diminish the obligations and requirements of this Agreement, nor shall they relieve
Developers of any liability to the SEDC 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 SEDC 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, such approval
to not be unreasonably conditioned, delayed, or withheld.
5. Independent Contractors.
1011'ayge
Boomerang/Lovett
(a) It is expressly understood and agreed by all Parties hereto that in performing
their services hereunder, Developers at no time will be acting as an agent of the
SEDC or City and that all consultants, contractors, or third -parties engaged by
Developers respectively will be independent contractors of Developers; 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 SEDC
and City will not be liable for any claims that may be asserted by any third party
occurring in connection with services performed by Developers respectively under
this Agreement, unless any such claims are due to the fault or negligence of the
SEDC or City.
(b) 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 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.
(c) No employee of City, or any board member of SEDC or councilmember or
agent of City, shall be personally responsible for any liability arising under or
growing out of this Agreement, unless such person's act was fraudulent.
6. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
delivered by actual delivery, sent by recognized regional or national overnight delivery service,
facsimile with receipt confirmation, or by depositing the same in the United States Mail, postage
prepaid and certified with return receipt requested, addressed to the Party at the address set forth
below:
If intended for City: City of Schertz
1400 Schertz Pkwy
Schertz, Texas 78154
Attention: Steven Williams, ICMA-CM, MPA, CGFO, City Manager
With a copto: Denton, Navarro, Rocha, Bernal & Zech, PC
2517 North Main Avenue
San Antonio, Texas 78212
Attention: T. Daniel Santee
If to the Developers: Boomerang Interests, LLC
1885 St. James Place, Suite 1260
Houston, Texas 77056
Attention: Andrew N. Cyrus, Managing Partner
Email: acyrus@boomeranginterests.com
and
LI Acquisitions, LLC
c/o Lovett Industrial, LLC
I I I P a g e
Boomerang/Lovett
401 Franklin St., Suite 2555
Houston, Texas 77002
Attention: Seth Flechsig, Senior Managing Director
Email: seth.flechsig@lovettindustrial.com
With a copy to: Lovett Industrial, LLC
401 Franklin St., Suite 2555
Houston, Texas 77002
Attention: Legal Department
Email: LI-Legal@lovettindustrial.com
Either Party may designate a different address at any time upon written notice to the
other Party and shall only be effective upon actual receipt by the intended Party.
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 shall be in Guadalupe County,
Texas. 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 all
Parties, as approved by the SEDC and City Council of the City of Schertz, Texas.
10. Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect other provisions of this Agreement, and it
is the intention of the Parties to this Agreement that, in lieu of each provision that is found to be
illegal, invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid, or
unenforceable. Time is and shall be of the essence in this Agreement.
11. Interpretation. Each of the Parties has been represented by counsel of their
choosing in the negotiation and preparation of this Agreement. Regardless of which Party prepared
the initial draft of this Agreement, this Agreement shall, in the event of any dispute, whatever its
meaning or application, be interpreted fairly and reasonably and neither more strongly for or
against any Party. Any approval by the SEDC or the City as required by this Agreement shall be
construed as such approval shall not be unreasonably withheld, conditioned, or delayed by the
SEDC or the City. Further, any proposal by the Developers submitted for approval by the SEDC
and/or the City shall be deemed approved if the approving authority, either the SEDC or the City,
fails to respond to within ten (10) business days of delivery of such proposal.
12. 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 SEDC and City Council of the City of Schertz,
Texas.
121 Page
Boomerang/Lovett
13. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no wa_y enlarge or limit the scope or meaning of the various and
several paragraphs.
14. Countertiarts. This Agreement may be executed in multiple counterparts. Each of
the counterparts shall be deemed an original instrument, and all of the counterparts together shall
constitute one and the same instrument. Signatures provided by facsimile or electronic
transmission shall have the same force and effect as original signatures and shall be binding upon
the Parties.
15. Exhibits. Any Exhibits attached hereto are incorporated by reference for all
purposes.
16. 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.
17. Employment of Undocumented Workers. During the term of this Agreement,
Boomerang and Lovett, each separately and independent of the other, agree to not knowingly
employ any undocumented workers, and, if such Developer is found in violation of 8 U.S.C.
Section 1324a(1) by a court of competent jurisdiction, then only the Developer that is found to
have violated 8 U.S.C. Section 1324a(l), shall be in default under this Agreement and repay the
amount of the Grant Payments and any other funds received by the defaulting Developer from the
City or the SEDC as of the date of such violation within one hundred twenty (120) days after the
date such Developer is found to have violated 8 U.S.C. Section 1324a(1) by a court of competent
jurisdiction, plus interest at the rate of six percent (6.00%) compounded annually from the date of
the violation until paid in full. Developer is not liable for an unknown violation of this Section by
a subsidiary, affiliate, or franchisee of Developer or by a person with whom Developer contracts
for goods or services related to the Public Improvements, provided, however, that each Developer
will use reasonable efforts to inform any subsidiary, assignee, affiliate, or franchisee of Developer
that may receive funds from Grant Payments received by Developer of 8 U.S.C. Section 1324a(1).
18. Indemnification.
EACH DEVELOPER, SEPARATELY AND INDIVIDUALLY, AGREES TO
ONLY DEFEND, INDEMNIFY AND HOLD THE SEDC, CITY, AND THEIR
RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, AND
EMPLOYEES (COLLECTIVELY THE "CITY REPRESENTATIVE
PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL
REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS,
JUDGMENTS, ATTORNEY'S FEES, COSTS, EXPENSES AND ANY CAUSE
OF ACTION THAT DIRECTLY RELATES EACH DEVELOPER, SEPARATE
AND INDIVIDUALLY, TO ANY WILLFUL ACT OR GROSS NEGLIGENCE
BY THE DEVELOPER DETERMINED TO HAVE ACTED WILLFULLY OR
GROSSLY NEGLIGENT UNDER THIS AGREEMENT, SAVE AND EXCEPT
THAT THE DEVELOPERS' INDEMNITY PROVIDED HEREIN SHALL NOT
APPLY TO ANY LIABILITY RESULTING FROM ANY ACT OR OMISSION,
OR NEGLIGENCE OF THE SEDC OR CITY. NOTWITHSTANDING THE
FOREGOING, THE SEDC AND CITY EXPRESSLY WAIVE ANY AND ALL
RIGHTS TO RECOVER OR SEEK INDEMNIFICATION FROM
131Pag,e
Boomerang/Lovett
DEVELOPERS ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR
PUNITIVE DAMAGES ARISING UNDER THIS AGREEMENT AND
INCURRED BY SEDC OR THE CITY. THE DEVELOPER'S INDEMNITY
OBLIGATION SHALL ONLY APPLY TO CLAIMS MADE DIRECTLY BY
THE CITY OR SEDC AND SHALL NOT INCLUDE ANY CLAIMS MADE BY
THIRD PARTIES BY OR THROUGH THE CITY OR SEDC. EACH
DEVELOPER'S LIABILITY AND OBLIGATION AS SET FORTH IN THIS
SECTION SHALL BE PROPORTIONAL TO EACH PARTIES'
RESPONSIBILITY FOR THE INDEMNIFICATION CLAIM'S
PRECIPITATING ACT OR OMISSION. 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.
THIS PROVISION SHALL SURVIVE FOR SIX (6) MONTHS FROM THE
DATE OF TERMINATION OR EXPIRATION OF THIS AGREEMENT.
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. Future permits. Developers acknowledge that the inclusion of the Public
Improvements, as set forth in Exhibit "E-1" herein, in no way infers the approval, though such
approvals shall not be unreasonably conditioned, delayed, or withheld, of any aspect of the
proposed Project; but rather, such exhibits represent certain requirements for Developer's
eligibility to receive Grant Payments under this Agreement. All aspects of the Project must comply
with applicable provisions of the City's Code of Ordinances, Unified Development Code, and
other codes as may have been adopted by the City, in order to obtain necessary approvals of
officers or staff of the city under the review processes set out in such codes.
21. Disclosure of Business Relationships/Affiliations: Conflict of Interest
Questionnaire. Each developer represents that it is in compliance with the applicable filing and
disclosure requirements of Chapter 176 of the Texas LGC, Conflicts of Interest Questionnaire and
Chapter 2252 of the Texas Government Code, Form 1295 Certificate of interested Parties online
filing with the Texas Ethics Commission.
22. Boycott Israel requirement. Pursuant to State law, the Contractor recognizes that
ESD#1 may not enter into a contract with a company for goods and services unless the contract
contains a written verification from the company that it; (i) does not boycott Israel; and (ii) will
not boycott Israel during the term of the contract (Texas Government Code, Chapter 2270.002).
As such, the Contractor hereby verifies that it does not boycott Israel, and agrees that, during the
term of this Agreement, will not boycott Israel as that term is defined in the Texas Government
Code, Section 808.001, as amended. Further, the Contractor hereby certifies that it is not a
company identified under Texas Government Code, Section 2252.152 as a company engaged in
business with Iran, Sudan, or Foreign Terrorist Organization.
141Page
Boomerang/Lovett
[signature page to follow]
Boomerang/Lovett
151Page
Executed on this o� J`� day of twW 2023.
CITY OF SCHERTZ, TEXAS
By: _
City Manager
ATTEST:
City Secretary
Mr. Andrew N. Cyrus
Managing Partner Boomeran Interests, LLC
LI ACQUISITIONS, LLC,
a Texas limited liability company
By: _
Name: _ Charles F. Meyer, Jr.
Title: President
SEDC
f
By: —
Board resident
ATTEST:
B Secretary
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
SIGNATURE PAGE
EXHIBITS
Exhibit "A" Legal Description of the Boomerang Property
Exhibit `B" Depiction of the Boomerang Project
Exhibit "C" Legal Description of the Lovett Property
Exhibit "D" Depiction of the Lovett Project
Exhibit "E-I" Depiction of the Public Improvements
Exhibit "E-2" Depiction of the Public Improvements minus Lovett
Property
Exhibit "F" Phase One Tasks — Costs and Expenses
B00MERANG-LOvETT ECONOMIC DEVELOPMENT AGREEMENT
EXHIBITS
Exhibit "A"
Legal Description of the Boomerang Property
[to be attached]
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
E)MMIT "A"
JEM�
ENGINEERING & SURVEYING
410 N. Seguin Ave.
New Braunfels, TX 78130
HMTNB.COM
830.625.8555 - FAX:830.625.8556
TBPLS FIRM 10153600
METES AND BOUNDS DESCRIPTION
FOR A 25.134 ACRE TRACT
Being 25.134 acres of land located in the Edwin Woodruff Survey, Abstract 671, Comal County,
Texas, remainder of a Called 68.14 acre tract, recorded in Document No. 201006004237, Map
and Plat Records, Comal County, Texas. Said tract being more particularly described as
follows:
BEGINNING at a 1/2" iron pin found for the Northeast corner of said 68.14 acre tract and the
East corner of a called 10.000 acre tract as described in Volume 300, Page 183, Deed Records,
Comal County, Texas, and being the Northeast comer of the herein described tract;
THENCE along the Southwest right-of-way line of F.M. 2252, South 30°28'00" East, a distance
of 869.10 feet to a 1/2" iron pin found for a Northeast comer of a 10.01 acre tract as described
in Document No. 201206025110, Official Public Records, Comal County, Texas, and the East
corner of the herein described tract;
THENCE leaving said right-of-way line, along a Northwest line of said 10.01 acre tract,
South 59°32'57" West, at a distance of 1,253.32 feet to 1/2" iron pin w/ "KSC" cap found for a
corner of said 10.01 acre tract and the South comer of the herein described tract;
THENCE along a Northeast line of said 10.01 acre tract, North 3002419" West, a distance of
878.63 feet to a 1/2" iron pin found for a Northwest corner of aforementioned 68.14 acre tract
and the South corner of aforementioned 10.000 acre tract, and being the West corner of the
herein described tract;
THENCE along the Southeast line of said 10.000 acre tract, North 59'59'07" East, a distance of
1,252.42 feet to the POINT OF BEGINNING and containing 25.134 acres of land in Comal
County, Texas.
Bearings are based upon the Texas State Plane Coordinate System, South Central Zone (4204)
NAD83.
Surveyed this the 26th day of June, 2018.
Reference survey of said 25.134 acre tract of land prepared this same date.
1h; p OF
t
• , M.•MN,••,,.••.• ,r,•aR
t?OROTNY J. TAYt OR
Dorothy J. aylor +""g�95��i '
Registered Professional Land surveyor No.6295 +L'D00 o���
Job No. 073.014.,was; •'•4t.
Exhibit `B"
Depiction of the Boomerang Project
[to be attached]
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
EXHIBIT `B"
tvb� Omkqh
Exhibit "C"
Legal Description of the Lovett Property
[to be attached]
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
EXHIBIT "C'
�'v' l N D R 0 S E
LAND SURVEYING I PLATTING
DESCRIPTION OF
42.98 ACRE OR 1,872,287 SQ. FT.
A TRACT OR PARCEL CONTAINING 42.98 ACRE OR 1,872,287 SQUARE FEET OF LAND SITUATED IN THE EDWIN WOODRUFF
SURVEY NO.95, ABSTRACT NO. 671, COMAL COUNTY, TEXAS, BEING ALL OF A CALLED 33.00 ACRE TRACT, CONVEYED
TO LARRY KRIPPENDORF, AS RECORDED UNDER DOC. NO. 201206033847, OF THE OFFICIAL PUBLIC RECORDS OF
COMAL COUNTY, TEXAS (O.P.R.C.C.T.) AND ALL OF A CALLED 10.01 ACRE TRACT, CONVEYED TO KIPPCO ENTERPRISES,
INC., AS RECORDED UNDER DOC. NO. 201206025110, O.P.R.C.C.T., WITH SAID 42.98 ACRE TRACT BEING MORE
PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS, WITH ALL BEARINGS BASED ON THE TEXAS STATE PLANE
COORDINATE SYSTEM, CENTRAL ZONE (NAD 83):
BEGINNING AT A CAPPED 5/8 INCH IRON ROD FOUND ON THE WEST RIGHT-OF-WAY (R.O.W.) LINE OF F.M. 2252, BEING
THE SOUTHEAST CORNER OF A CALLED 25.134 ACRE TRACT, CONVEYED TO STX FRIO I INVESTMENTS, LLC, AS RECORDED
UNDER DOC. NO.202206039386, O.P.R.C.C.T., BEING A NORTH CORNER OF SAID 10.01 ACRETRACT AND OF THE HEREIN
DESCRIBED TRACT;
THENCE, SOUTH 30 DEG. 28 MIN. 26 SEC. EAST (CALLED SOUTH 30 DEG. 28 MIN. 19 SEC. EAST 120.71 FEET), WITH THE
LINE COMMON TO SAID 10.01 ACRE TRACT AND THE WEST R.O.W. LINE OF SAID F.M. 2252, A DISTANCE OF 120.71 FEET
TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE" SET FOR THE MOST EASTERLY CORNER OF SAID 10.01 ACRE
TRACT, BEING A NORTH CORNER OF SAID 33.00 ACRE TRACT AND AN ANGLE POINT OF THE HEREIN DESCRIBED TRACT;
THENCE, SOUTH 30 DEG. 28 MIN. 19 SEC. EAST (CALLED SOUTH 30 DEG. 28 MIN. 19 SEC. EAST 20.37 FEET), WITH THE LINE
COMMON TO SAID 33.00 ACRE TRACT AND THE WEST R.O.W. LINE OF SAID F.M. 2252, A DISTANCE OF 20.37 FEET TO A
CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE" SET FOR AN ANGLE POINT OF THE HEREIN DESCRIBED TRACT;
THENCE, SOUTH 30 DEG. 04 MIN. 18 SEC. EAST (CALLED SOUTH 30 DEG. 04 MIN. 18 SEC. EAST 279.63 FEET), CONTINUING
WITH THE LINE COMMON TO SAID 33.00 ACRE TRACT AND THE WEST R.O.W. LINE OF SAID F.M. 2252, A DISTANCE OF
279.63 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED "WINDROSE" SET FOR THE MOST EASTERLY CORNER OF SAID
33.00 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT;
THENCE, SOUTH 59 DEG. 10 MIN. 07 SEC. WEST (CALLED SOUTH 59 DEG. 05 MIN. 58 SEC. WEST 592.08 FEET), WITH THE
SOUTH LINE OF SAID 33.00 ACRE TRACT, A DISTANCE OF 591.76 FEET TO A CAPPED 5/8 INCH IRON ROD STAMPED
"WINDROSE" SET FOR AN ANGLE POINT OF THE HEREIN DESCRIBED TRACT;
THENCE, SOUTH 58 DEG. 40 MIN. 54 SEC. WEST (CALLED SOUTH 58 DEG.40 MIN. 54 SEC. WEST 867.47 FEET), CONTINUING
WITH THE SOUTH LINE OF SAID 33.00 ACRE TRACT, A DISTANCE OF 867.47 FEET TO A CAPPED 1 /2 INCH IRON ROD FOUND
FOR AN ANGLE POINT OF THE HEREIN DESCRIBED TRACT;
THENCE, SOUTH 58 DEG. 42 MIN, 30 SEC. WEST (CALLED SOUTH 58 DEG. 43 MIN. 34 SEC. WEST 1,040.72 FEET), WITH THE
LINE COMMON TO SAID 33.00 ACRE TRACT AND A CALLED 7.475 ACRE TRACT, CONVEYED TO LOCK AWAY STORAGE
SCHERTZ, LLC, AS RECORDED UNDER DOC. NO. 201406042727, O.P.R.C.T.C., DISTANCE OF 1,040.50 FEET TO A 1/2INCH
IRON ROD FOUND FOR THE SOUTHEAST CORNER OF A LOT 2, BLOCK 1, REPLAT OF LOT 1, STONE CREEK R.V. PARK, AS
RECORDED IN VOL. 7, PG. 537, OF THE MAP AND PLAT RECORDS COMAL COUNTY, TEXAS, (M.P.R.C.C.T.), BEING THE
SOUTH CORNER OF SAID 33.00 ACRE TRACT AND Of THE HEREIN DESCRIBED TRACT;
THENCE, NORTH 29 DEG. 51 MIN, 15 SEC. WEST (CALLED NORTH 29 DEG. 51 MIN. 15 SEC. WEST 1,077.66 FEET), WITH THE
LINE COMMON TO SAID LOT 2 AND SAID 33.00 ACRE TRACT, A DISTANCE OF 1,077.27 FEET TO A CAPPED 5/8 INCH IRON
ROD STAMPED "WINDROSE" SET FOR THE SOUTHWEST CORNER A CALLED 69.8 ACRE TRACT, CONVEYED TO STANLEY E.
STEHIN V
IS OHE MOST WESTERLY CORNER COEER OFSAIDO
L. 122, PG. 553, OF THE COMAL COUNTY DEED RECORDS
(C C.D.R.)BEING T00 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT;
713458,2281 1 i l Ill RICHMOND, STE 150, HOUSTON, TX 77082
THENCE, NORTH 58 DEG. 42 MIN. 01 SEC. EAST (CALLED NORTH 58 DEG. 42 MIN. 01 SEC. EAST 857.00 FEET), WITH THE
LINE COMMON TO SAID 69.8 ACRE TRACT AND SAID 33.00 ACRE TRACT, A DISTANCE OF 856.47 FEET TO A CAPPED 5/8
INCH IRON ROD STAMPED "WINDROSE" SET FOR THE COMMON NORTH CORNER OF SAID 33.00 ACRE TRACT AND
AFORESAID 10.01 ACRE TRACT AND AN ANGLE POINT OF THE HEREIN DESCRIBED TRACT;
THENCE, NORTH 58 DEG. 37 MIN. 50 SEC. EAST (CALLED NORTH 58 DEG. 42 MIN. 01 SEC. EAST 379.62 FEET), WITH THE
LINE COMMON TO SAID 69.8 ACRE TRACT AND SAID 10.01 ACRE TRACT, A DISTANCE OF 380.20 FEET TO A CAPPED 5/8
INCH IRON ROD STAMPED "WINDROSE" SET ON THE WEST LINE OF AFORESAID 25.134 ACRE TRACT, BEING THE NORTH
CORNER OF SAID 10.01 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT;
THENCE, SOUTH 30 DEG. 28 MIN. 19 SEC. EAST (CALLED SOUTH 30 DEG. 28 MIN. 19 SEC. EAST 642.95 FEET), WITH THE LINE
COMMON TO SAID 10.01 ACRE TRACT AND SAID 25.134 ACRE TRACT, A DISTANCE OF 642.95 FEET TO A CAPPED 5/8
INCH IRON ROD FOUND BEING THE SOUTH CORNER OF SAID 25.134 ACRE TRACT, BEING AN INTERIOR CORNER OF SAID
10.01 ACRE TRACT AND OF THE HEREIN DESCRIBED TRACT;
THENCE, NORTH 59 DEG. 32 MIN. 59 SEC. EAST (CALLED NORTH 59 DEG. 31 MIN. 41 SEC. EAST 1,253.89 FEET),
CONTINUING WITH THE LINE COMMON TO SAID 10.01 ACRE TRACT AND SAID 25.134 ACRE TRACT, A DISTANCE OF
1,253.32 FEET TO THE POINT OF BEGINNING AND CONTAINING 42.98 ACRES OR 1,872,287 SQUARE FEET OF LAND, AS
SHOWN ON JOB NO.58161, PREPARED BY WINDROSE LAND SERVICES.
713 458,2281 1 1111 RICHMOND, STE 150, HOUSTON. TX 77082
Exhibit "D"
Depiction of the Lovett Project
[to be attached]
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
ERHIBu "D„
Exhibit "E-1"
Depiction of the Public Improvements
[to be attached]
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
EXHIBIT "E-1"
Exhibit "E-2"
Depiction of the Public Improvements minus Lovett Property
[to be attached]
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
EXHiBTT " E-2"
Exhibit "F"
Phase One Tasks — Costs and Expenses
[to be attached]
BOOMERANG-LOVETT ECONOMIC DEVELOPMENT AGREEMENT
EXHIBIT IT'
Exhibit F
i Phase One Tasks - Costs and Expenses
(Stateside Right -of -Way
Project Management
File Setup
Title Research
Acquisition (Right of Entry) �Y
Total ROW - Acquisition/Nego
Civil Engineering
Civil Coordination
O_ffsite WW _Utility Design
Total Civil Costs
Boundary verification
aphic & Utility Survey
Exhibits & Legal Descri
Civil Coordination
Survey Costs
aisal 2
1 Appraisal Costs
l Easements
;Easement Acquisition 1
Easement Acquisition 2
Total Easement Acquisition Costs
Legal Costs
M isc. Costs
Contingency Costs (5%)
Total Phase One Costs
(1) Assumes eminent domain proceedings are not necessary.
$Sb,b44
91,641�
$148,284,