24-R-52 Reimbursement Agreement Construction Public ImprovementsRESOLUTION NO.24-R-52
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ,
TEXAS AUTHORIZING A REIMBURSEMENT AGREEMENT
FOR CONSTRUCTION OF PUBLIC IMPROVEMENTS
IN THE CITY OF SCHERTZ, TEXAS, AND RELATED MATTERS IN
CONNECTION THEREWITH
WHEREAS, the Developer of Saddlebrook is constructing public improvements and
the City desires for additional public improvements related to those improvements to be
constructed at this time; and
WHEREAS the Developer has agreed to construct the additional improvements if the
City agrees to participate by paying for the cost of those additional improvements; and
WHEREAS, the City Council finds that it is in the best interest of the City to enter
into the Pro-Rata Agreement, Roadway Impact Fee Credit Agreement and Reimbursement
Agreement with the Developer of the Saddlebrook development.
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
agreement 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any provision of this Resolution are hereby repealed to the extent of such conflict, and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 erect from and after its fmal
passage, and it is so resolved.
1�,
PASSED AND ADOPTED, this ! ' day of *4
, 2024.
ATT S
ILA
Sheila Edmondson, ity
Exhibit A
REIMBURSEMENT AGREEMENT WITH SADDLEBROOK DEVELOPER FOR
CONSTRUCTION OF PUBLIC IMPROVEMENTS
THE STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF GUADALUPE §
This REIMBURSEMENT AGREEMENT (the "Agreement") is by and between Jen Texas 32,
LLC. (the "Owner" or "Develoer" p) and t h e CITY OF SCHERTZ, a Texas municipal
corporation (the "City"), (sometimes collectively referred to as the "Parties") and is effective
upon the execution of this Agreement by the Developer and the City (the "Effective Date").
WHEREAS, the Owner is the owner of that certain real property located in the City of
Schertz, Bexar County, Texas, more specifically described on Exhibit "A", attached hereto and
made a part hereof for all purposes (the "Pro " or "Saddlebrook"); and
WHEREAS, the Owner seeks to develop a residential subdivision on the Property that
requires the construction of certain public improvements; 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 s o m e o f the
Improvements (the "Improvements"), which will benefit portions of the City beyond the
Saddlebrook property; and
WHEREAS, Developer has requested that it be allowed to construct the Improvements
to serve the Property, which will also benefit portions of the City beyond the Saddlebrook
property and share the costs with the City; and
WHEREAS, Developer has commenced construction or will commence construction of
the remainder of the Improvements; 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, 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:
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 "B"
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.
2. 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.
Construction of Improvements: Covenants: The Owner and the City covenant and agree
to the following:
3.1. Construction of Improvements. Developer agrees to construct the Improvements
in accordance with the plans and specifications for units 1 B, 2, & 3 as approved by
the City Engineer on June 13, 2023, June 15, 2023, and April 21, 2023,
respectively, as illustrated in Exhibit "B" 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.
3.2. 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.
3.3. 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
Improvements. A warranty bond shall be provided in the amount of 20% of the
costs of the Improvements for such period.
3.4. 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.
3.5. Insurance. The Contractor awarded the contract to construct the Improvements
shall be required to cant' 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.
3.6. 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.
3.7. 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.
4. ObIL-ations and Payments: The Owner and the City covenant and agree to the
following:
4.1. 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 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 One Hundred Ninety -
Four Thousand Nine Hundred Seventy -Six Dollars and Twenty -Four Cents
($194,976.24) (hereinafter the "City's Share").
4.2. Payment Procedures. City shall deliver to Developer full payment of the
City's Share as provided in this this section.
4.3. 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.
4.4. 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.
4.5. 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").
5. Assignments. Modifications and Waiver.
1. 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.
5.2. 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.
5.3. 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
parry.
5.4. 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.
5.5. 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.
5.6. 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.
5.7. Venue. This Agreement shall be performable and enforceable in Guadalupe
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County, Texas, and shall be construed in accordance with the laws of the State of
Texas.
5.8. 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.
5.9. 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: No Joint Venture.
If to the Owner:
Jen Texas 32, LLC
8023 Vantage Drive, Suite 220
San Antonio, TX 78230
Attention: Blake Harrington
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
5.10. 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
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of the liability of the other for acts of the other or obligations of the other.
5.11. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be considered an original, but all of which constitute one instrument.
5.12. 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.
5.13. 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.
5.14. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective successors and assigns.
15. 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.
5.16. 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.
17. 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.
5.18. 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.
[ Signatures and acknowledgments on the following pages]
G
Signature Page to
Agreement with Developer for Construction of Public Improvement
This Agreement has been executed by the Parties as of the dates of the Acknowledgments
to be effective as of the Effective Date.
Owner:
Jen Texas 32, LLC
By:
Name:
Title:
Date:
THE STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the day of , 2024 by
the of Jen Texas 32, LLC, on behalf of
said limited liability company.
(SEAL)
Notary Public in and for
The State of Texas
My Commission Expires:
N.
Signature Page to
Agreement with Developer for Construction of Public Improvement
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.
City
CITY OF SCHERTZ,
a Texas municipal corporation
By: -
Name: Steve Williams, its City Manager
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
This instrument was acknowledged before me on the day of , 2024 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:- -
9
I
EXHIBIT A
The Property
10
EXHIBIT B
The Improvements
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Irrigation Conduits
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13
EXHIBIT C
CITY'S PARTICIPATION COSTS
City of Schertz Oversizing Estimate
WATER IMPROVEMENTS - LOWER SEGUIN RD.
ITEM DESCRIPTION UNIT ESTIOTY $/UNIT AMOUNT
I
8` Pipe DR 14 PVC
LF
1,695
;
55.71
; _ (94,428.45)
2
Ir Pipe DI Pipe
LF
80
;
92AII
; Q? 366.00)
3
8' Gate Valve
EA
4
1,957.93
$ (7,831-72)
4
t2" Pipe DR 14 PVC
LF
1,765
;
96.93
$ 171,08IA5
5
12" Pipe Dl Pipe
LF
SO
;
96.93
$ 7,754A0
6
12" GSW Valve
EA
4
;
4,000.00
$ 16,000.00
TOTAL CONSTRUCTION COST
$ 85,206$8
Drain A- OffsKe & Lewer Seguin Rd Ceossing
ITEM DESCRIPTION UNIT ESTnTY :/UNIT AMOUNT
1 Addthonal 9 x 4' MBC LF 113 ; 9M.72 $ 94.775.36
TOTAL CONSTRUCTION COST ; 94,775.36
Conduits
ITEM
i
DESCRIPTION
Irrigation - 1-611-4" PVC Bundle
UNIT ESTIOTY WUNIT AMOUNT
LF 200 ; 74.97 ; 14,994A
TOTAL CONSTRUCTION COST ; 14,994.06
TOTAL OVERALL CONSTRUCTION COST $ 194,976.24
$194,976.24 Total City's Participation Costs
14