07-25-2024 Agenda SEDC Board Reg Meeting with packet
NOTICE OF MEETING
AGENDA
JULY 25, 2024
6:00 P.M.
The City of Schertz Economic Development Corporation (SEDC) Board of Directors will hold a regular
monthly meeting on Thursday, JULY 25, 2024. at 6:00 p.m. at the Hal Baldwin Municipal Complex,
Council Chambers Conference Room, Building No. 4, 1400 Schertz Parkway, Schertz, Texas. This is an
open meeting, subject to the open meeting laws of the State of Texas.
In accordance with provisions of the Texas Open Meetings Act, Chapter 551, Texas Government Code
notice is hereby given that a Possible Quorum of the governing body of the City of Schertz, Texas may
take place at this meeting.
Call to Order
1.Roll call, recognition of visitors, and review of meeting instructions for effective Board
interaction and public participation.
Hearing of Residents
2.This time is set aside for any person who wishes to address the Board. Presentations should
be limited to no more than 3 minutes. The presiding officer will call on those persons who
have signed up to speak.
Minutes
3.Approval of the minutes for the Board of Directors Regular Monthly Meeting held
Thursday, June 27, 2024. (T.Miller)
Presentations
4.Staff briefing on SEDC monthly financial statement for the month of June 2024 and
Reserve Fund model. (S.Wayman)
5.Staff update on Schertz Station. (S.Wayman)
6.Presentation by Bob Stein with NAI Signage Solutions. (S.Wayman)
7.Presentation by Daryl John with Las Palapas. (S.Wayman)
Public Hearing
8.Resolution 2024-8 - Authorizing an Incentive Agreement between the City of Schertz
Economic Development Corporation and NAI Signage Solutions. (S.Wayman)
9.Resolution 2024-9 - Authorizing an Incentive Agreement between the City of Schertz
Economic Development Corporation and Las Palapas Schertz. (S.Wayman)
Discussion Items
10.Resolution 2024-10 - Approving authorization by the Executive Director to execute a
SEDC Agenda July 25, 2024 Page 1 of 2
10.Resolution 2024-10 - Approving authorization by the Executive Director to execute a
Consent to Security Agreement and Collateral Assignment with Ripps Kreusler LLC.
Closed Session
11.Called in accordance with Section 551.087 of the Texas Government Code,
Deliberation Regarding Economic Development Negotiations; Closed Meeting. The
governmental body is not required to conduct an open meeting (1) to discuss or deliberate
regarding commercial or financial information that the governmental body has received
from a business prospect that the governmental body seeks to have locate, stay, or expand
in or near the territory of the governmental body and with which the governmental body is
conducting economic development negotiations; or (2) the deliberate the offer of a financial
or other incentive to a business prospect.
Project E-95
Project E-96
Reconvene to Regular Session
12.Take any actions based on discussion held in closed session under Agenda Item No. 11.
Requests and Announcements
Announcements by staff:
Next Regular Board Meeting - August 22, 2024
Requests by Board Members to place items on a future SEDC Board Meeting agenda.
Adjournment
CERTIFICATION
I, Tracy Miller, Administrative Assistant, of the City of Schertz Economic Development Corporation, do hereby certify that
the above agenda was posted on the official bulletin boards on this the 18th day of July, 2024, at 5:00 p.m., which is a place
readily accessible to the public at all times and that said notice was posted in accordance with chapter 551, Texas Government
Code.
Tracy Miller
Administrative Assistant- Economic
Development
I certify that the attached notice and agenda of items to be considered by the Schertz Economic Development
Corporation Board of Directors was removed from the official bulletin board on _____day of _______________, 2024.
Name/Title:______________________________
This facility is accessible in accordance with the Americans with Disabilities Act. Handicapped parking spaces are available.
If you require special assistance or have a request for sign interpretative services or other services, please call 210-619-1070.
The Economic Development Corporation Board of Directors reserves the right to adjourn into closed session at any
time during the course of this meeting to discuss any of the matters listed above, as authorized by the Texas Open
Meetings Act.
Closed Sessions Authorized: This agenda has been reviewed and approved by the City’s legal counsel and the presence
of any subject in any Closed Session portion of the agenda constitutes a written interpretation of Texas Government
Code Chapter 551 by legal counsel for the governmental body and constitutes an opinion by the attorney that the items
discussed therein may be legally discussed in the closed portion of the meeting considering available opinions of a
court of record and opinions of the Texas Attorney General known to the attorney. This provision has been added to
this agenda with the intent to meet all elements necessary to satisfy Texas Government Code Chapter 551.144(c) and
the meeting is conducted by all participants in reliance on this opinion.
SEDC Agenda July 25, 2024 Page 2 of 2
Agenda No. 3.
SEDC MEMORANDUM
SEDC
Board Meeting:07/25/2024
Department:Economic Development Corporation
Subject:Approval of the minutes for the Board of Directors Regular Monthly
Meeting held Thursday, June 27, 2024. (T.Miller)
SUBJECT:
Approval of the minutes for the Board of Directors Regular Monthly Meeting held Thursday, June 27,
2024. (T.Miller)
Attachments
June 27, 2024 Minutes
MINUTES
Thursday, June 27, 2024
The City of Schertz Economic Development Corporation (SEDC) Board of Directors met for a Regular Monthly
Meeting on Thursday, June 27, 2024. at 6:00 p.m. at the Hal Baldwin Municipal Complex, Council Chambers
Conference Room, Building No. 4, 1400 Schertz Parkway, Schertz, Texas. This was an open meeting, subject to
the open meeting laws of the State of Texas.
In accordance with provisions of the Texas Open Meetings Act, Chapter 551, Texas Government Code notice is
hereby given that a Possible Quorum of the governing body of the City of Schertz, Texas may take place at this
meeting.
Call to Order
1.Roll call, recognition of visitors, and review of meeting instructions for effective Board interaction and
public participation.
Board President Sammi Morrill presided over the meeting and called it to order at 6:02 p.m.
Board of Directors Present:Staff Present:
Sammi Morrill, Board President Scott Wayman, Executive Director
Henry Hayes, Board Secretary Tracy Miller, Administrative Assistant
Donna Steward, Board Treasurer Brian James, Deputy City Manager
Mark Moody, Board Member
Eryn McElroy, Board Member
Board of Directors Absent:Others Present:
Bill Dixon, Board Vice President Tim Brown, Councilmember City Council EDC Liaison
Reynaldo "Ray" Chavez, Board Member Will Henry, Legacy Commercial Real Estate
Hearing of Residents
2.This time is set aside for any person who wishes to address the Board. Presentations should be limited to
no more than 3 minutes. The presiding officer will call on those persons who have signed up to speak.
Members of the Parks and Recreation Board were present and presented a gift of appreciation to the EDC
Board of Directors.
Cassie Paddock, Parks Recreation Manager - Thanked the Board for their support in approving
the funding for the parks projects and presented the Board with a gift basket.
1.
William Bosch, Parks Board Member - No comments were made.2.
Johnie McDow, Parks Board Member - Thanked the Board for giving their time and effort in giving
consideration for the quality of life issues in our city. Also, for helping with the funding for the
installation of lights, Hilltop Park and their support of the Parks and Rec's initiatives.
3.
Robert Sheridan, Parks Board Member - Thanked the Board for doing this initiative. This will help
to improve and expand our tournaments to bring more money to the city.
4.
Board President Sammi Morrill thanked the Parks Board for their leadership, thoughtful planning and
organization.
Minutes
3.Approval of the minutes for the Board of Director Regular Monthly Meeting held Thursday, May 23,
2024. (T.Miller)
Board President Sammi Morrill asked for a motion to approve the Minutes of the Board of Directors
Regular Monthly Meeting held on Thursday, May 23, 2024.
Moved by Board Member Eryn McElroy, seconded by Board Treasurer Donna Steward.
AYE: Board President Sammi Morrill, Board Secretary Henry Hayes, Board Treasurer Donna
Steward, Board Member Mark Moody, Board Member Eryn McElroy.
Unanimous affirmative vote - Motion carries.
Presentations
4.Staff briefing on SEDC monthly financial statement for the month of May 2024. (S.Wayman)
Scott Wayman, Executive Director provided a summary and overview of the SEDC Financial Report for
the month of May 2024.
May 2024 sales tax reviewed was $618,806.21, expenses were $4,888.39, a 5.3% increase over the years
prior. As the Federal Reserves has delayed rate drops, investment income has remained strong and is
poised to come higher than projected by year-end. The 12-month rolling average is 3.7% and no notable
expenditures for May 2024. Total Cash and Investments figure at the end of May was $36,038,192.30.
5.Staff briefing on Annual Report of Schertz Economic Development Corporation Year 2023. (S.Wayman)
Scott Wayman, Executive Director gave a brief overview of the Schertz Economic Development
Corporation Annual Report for fiscal year 2023 and stated it is located on the SEDC website.
Board President Sammi Morrill recessed Open Session to Closed Session at 6:15 p.m.
Closed Session
6.Called in accordance with Section 551.087 of the Texas Government Code, Deliberation Regarding
Economic Development Negotiations; Closed Meeting. The governmental body is not required to conduct
an open meeting (1) to discuss or deliberate regarding commercial or financial information that the
governmental body has received from a business prospect that the governmental body seeks to have
locate, stay, or expand in or near the territory of the governmental body and with which the governmental
body is conducting economic development negotiations; or (2) the deliberate the offer of a financial or
other incentive to a business prospect.
Project E-95
Project E-80
Project E-84
Project E-96
Start time: 6:16 p.m.
End time: 6:46 p.m.
Board President Sammi Morrill reconvened to Open Session at 6:46 p.m.
Reconvene to Regular Session
7.Take any actions based on discussion held in closed session under Agenda Item No. 6.
No action was taken based on discussion in Closed Session.
Requests and Announcements
Announcements by staff:
Office closed July 4-5, 2024 - Independence Day
SEDC Workshop - July 18, 2024
Workshop postponed until after EDC Deputy Director is hired.
Next SEDC Regular Meeting - July 25, 2024
Requests by Board Members to place items on a future SEDC Board Meeting agenda.
Board President Sammi Morrill requested an update on Schertz Station.
Board Treasurer Donna Steward requested a quarterly update on the Reserve Fund model.
Adjournment
Board President Sammi Morrill asked for a motion to adjourn the meeting.
Moved by Board Secretary Donna Steward, seconded by Board Member Mark Moody.
AYE: Board President Sammi Morrill, Board Secretary Henry Hayes, Board Treasurer Donna Steward,
Board Member Mark Moody, Board Member Eryn McElroy.
Unanimous affirmative vote - Motion carries.
Board President Sammi Morrill adjourned the meeting at 6:49 p.m.
MINUTES PASSED AND APPROVED THIS _____ DAY __________________ 2024.
____________________
Sammi Morrill
Board President
___________________
Henry Hayes
Board Secretary
Agenda No. 4.
SEDC MEMORANDUM
SEDC
Board Meeting:07/25/2024
Department:Economic Development Corporation
Subject:Staff briefing on SEDC monthly financial statement for the month of June
2024 and Reserve Fund model. (S.Wayman)
SUBJECT:
Staff briefing on SEDC monthly financial statement for the month of June 2024 and Reserve Fund
model. (S.Wayman)
Attachments
June Financials
620-SED CORPORATION
FINANCIAL SUMMARY OVERVIEW
Revenues
Sales Tax 599,266.27$ Payment Received in June*
5.7% Annual Increase
3.1%12-Month Rolling Average
Expenses
Auditor/Financial Statement 6,000.00$
TEDC Annual Dues 5,000.00$
Postcards and Socks-ICSC 3,409.83$
FY2023 Annual Report 3,200.00$
Year-to-Date
Total Revenue 6,678,297.72$
Total Expenses 853,061.56$
Over/Under 5,825,236.16$
Cash & Investments
Cash 326,332.14$
Investments 37,210,839.54$
Total 37,537,171.68$
*sales taxes are delayed 2 months from received to earned. Sales Taxes recognized in report are estimates and are adjusted to actual when payments are received.
C I T Y O F S C H E R T Z
*************************************************** 2 0 2 3 - 2 0 2 4 ***************************************************
REVENUE AND EXPENSE REPORT (UNAUDITED)
AS OF: June 30th, 2024
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620-SED CORPORATION CURRENT CURRENT PRIOR YEAR CURRENT Y-T-D BUDGET % OF
FINANCIAL SUMMARY BUDGET PERIOD Y-T-D ACTUAL Y-T-D ACTUAL ENCUMBR BALANCE BUDGET
REVENUE SUMMARY
Taxes 7,092,000 532,865.49 4,934,767.85 5,113,783.76 - 1,978,216.24 72.11%
Fund Transfers - - - 190,391.66 - (190,392) 0.00%
Miscellaneous 1,315,000 153,103.34 865,138.06 1,374,122.30 - (59,122.30) 104.50%
TOTAL REVENUES 8,407,000 685,968.83 5,799,905.91 6,678,297.72 - 1,728,702.28 79.44%
EXPENDITURE SUMMARY
NONDEPARTMENTAL
City Supported Services 11,677,510 - 81,944.29 58,984.70 - 11,618,525.30 0.51%
TOTAL NONDEPARTMENTAL 11,677,510 - 81,944 58,984.70 - 11,618,525.30 0.51%
ECONOMIC DEVELOPMENT
Personnel Services 24,575 1,980.50 11,750.93 11,561.14 - 13,013.86 47.04%
Supplies & Equipment 61,175 795.89 19,887.53 14,547.99 - 46,627.01 23.78%
City Supported Services 214,500 30.57 49,324.13 3,687.46 - 210,812.54 1.72%
Utility Services 975 - 93.30 137.09 - 837.91 14.06%
Operating Expense 398,135 13,529.73 80,449.71 208,970.18 - 189,164.82 52.49%
Professional Services 61,300 6,253.00 43,695.50 8,290.00 - 53,010.00 13.52%
Fund Charges/Transfers 546,883 - 542,221.00 546,883.00 - - 100.00%
TOTAL ECONO DEVELOPMENT 1,307,543 22,589.69 747,422.10 794,076.86 - 513,466.14 60.73%
TOTAL EXPENDITURES 12,985,053 22,589.69 829,366.39 853,061.56 - 12,131,991.44 6.57%
** REVENUE OVER(UNDER) EXPEND (4,578,053) 663,379.14 4,970,540 5,825,236
C I T Y O F S C H E R T Z
*************************************************** 2 0 2 3 - 2 0 2 4 ***************************************************
REVENUE AND EXPENSE REPORT (UNAUDITED)
AS OF: June 30th, 2024
2 of 7
620-SED CORPORATION CURRENT CURRENT PRIOR YEAR CURRENT Y-T-D BUDGET % OF
REVENUES BUDGET PERIOD Y-T-D ACTUAL Y-T-D ACTUAL ENCUMBR BALANCE BUDGET
Taxes
000-411500 Sales Tax Revenue (4B)7,092,000 532,865.49 4,934,767.85 5,113,783.76 - 1,978,216.24 72.11%
TOTAL Taxes 7,092,000 532,865.49 4,934,767.85 5,113,783.76 - 1,978,216.24 72.11%
Fund Transfers
000-486000 Transfer In - - - 190,391.66 - (190,391.66) 0.00%
TOTAL Fund Transfers - - - 190,391.66 - (190,391.66) 0.00%
Miscellaneous
000-491000 Interest Earned 15,000 636.81 8,339.18 9,139.01 - 5,860.99 60.93%
000-491200 Investment Earnings 1,300,000 152,466.53 856,798.88 1,364,983.29 - (64,983.29) 105.00%
TOTAL Miscellaneous 1,315,000 153,103.34 865,138.06 1,374,122.30 - (59,122.30) 104.50%
TOTAL REVENUES 8,407,000 685,968.83 5,799,905.91 6,678,297.72 - 1,728,702.28 79.44%
C I T Y O F S C H E R T Z
REVENUE REPORT (UNAUDITED)
*************************************************** 2 0 2 3 - 2 0 2 4 ***************************************************
AS OF: June 30th, 2024
3 of 7
Investment
Cash in Bank Type Yield Maturity Amount
Claim on Operating Cash Pool-Checking Bank 5.37 -326,332.14$
Cash in Investments
Texas Class Investment-Economic Development Corp Pool*5.43 -34,891,603.53
Schertz Bank & Trust-Certificate of Deposit 1 Year CD 3.75 5/10/2025 1,183,962.21
Schertz Bank & Trust-Certificate of Deposit 1 Year CD 3.50 1/5/2025 1,135,273.80
Total Cash in Bank & Investments 37,537,171.68$
*Local Government Investment Pool, most comparable to a Money Market Mutual Fund
CASH IN BANK AND INVESTMENTS
AS OF: June 30th, 2024
SED CORPORATION
4 of 7
16.3%-0.2%
3.9%
3.3%
-4.0%
-2.5%6.6%
5.3%5.7%
-
100,000
200,000
300,000
400,000
500,000
600,000
700,000
800,000
OCT NOV DEC JAN FEB MAR APR MAY JUN JUL AUG SEP
4B SALES TAX
By Collection Month
2023-24 2022-23 2021-22 2020-21
5 of 7
-5.0%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
1 3 5 7 9 11 13 15 17 19 21 23 25 27 29 31 33 35 37 39 41 43 45 47 49 51 53 55 57 59 61 63 65 67 69 71 73 75 77 79 81 83 85 87 89 91 93 95 97 99
10
1
10
3
10
5
10
7
12 Month Rolling Average
Oct 2014 -Present
Rolling 12 Month Average Long Term Average
6 of 7
VENDOR NAME DESCRIPTION AMOUNT
SED CORPORATION SCOTT WAYMAN Per Diem TCMA Annual Conference 100.50
ICSC Transportation 34.91
CITIBANK TEDC 2024 ED Courses 800.00
Form Assembly- monthly sub.198.00
Adobe-monthly sub.29.99
Office Chair 299.00
Coffee 12.01
SAMA July Luncheon 25.00
NEP Luncheon 3 Seats 60.00
SAMA Associate Annual Membership 750.00
ICSC Paris Las Vegas Hotel 494.17
Lucky Cab ICSC 19.28
Paris Las Vegas Hotel Deposit 644.00
Curb LV Taxi ICSC 34.91
Monorail 2024 ISCSC Las Vegas 32.00
P.F. Pettibone & Co Minute Paper-500 sheets 102.98
AMAZON CAPITAL SERVICES INC.Office Supplies 85.93
Desk Lamp 79.99
ASHLEY RITCHEY Supplies-Regional Job Fair 30.57
SelectUSA Investment Summit 340.50
LIANE GARRET Postcards and Socks-ICSC 3,409.83
Drew Vincent Creative FY2023 Annual Report 3,200.00
UBEO, LLC Monthly Copier Charge 553.12
Texas Economic Development Corporation TEDC Annual Dues 5,000.00
Patillo, Brown, and Hill Auditor/Financial Statement 6,000.00
Denton, Navarro, Rodriguez Bernal Santee & Zech May 2024 Legal 253.00
TOTAL:$22,589.69
JUNE 2024 PAYABLES REPORT
7 of 7
Agenda No. 8.
SEDC MEMORANDUM
SEDC
Board Meeting:07/25/2024
Department:Economic Development Corporation
Subject:Resolution 2024-8 - Authorizing an Incentive Agreement between the City of
Schertz Economic Development Corporation and NAI Signage Solutions.
(S.Wayman)
SUBJECT:
Resolution 2024-8 - Authorizing an Incentive Agreement between the City of Schertz Economic
Development Corporation and NAI Signage Solutions. (S.Wayman)
Attachments
Res. 2024-8
1
SEDC RESOLUTION 2024-8
A RESOLUTION BY THE CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION, TEXAS AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION TO ENTER INTO AN
INCENTIVE AGREEMENT WITH NAI SIGNAGE SOLUTIONS
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”); and
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, 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 an Incentive
Agreements to establish and provide for the direct incentive or make an expenditure on behalf of
a business enterprise under a project; and
WHEREAS, the Act authorizes a development corporation to fund certain projects as
defined by the Act and requires development corporations to enter into performance agreements
to establish and provide for the direct incentive or make an expenditure on behalf of a business
enterprise under a project; and
WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure
improvement projects that are found by the Board of Directors to be required or suitable for
infrastructure necessary to promote of develop new or expanded business enterprises; and
WHEREAS, Company desires to develop a 78,000 square feet manufacturing facility
located in Schertz, Texas, on property more particularly described as 17680 Four Oaks Dr.,
Schertz, Texas; and
WHEREAS, Company desires to construct and extend Public Infrastructure Improvements
including water line extension and relocation of approximately 493 feet, sewer line extension of
approximately 560 feet and would provide roadway to enhance the future thoroughfare plan of the
city approximately 535 feet of complete roadway width and improvements, at 17680 Four Oaks
Dr., in Schertz, Texas; and
WHEREAS, Section 501.073 of the Act requires the SEDC’s authorizing unit to approve
all programs and expenditures; and
2
WHEREAS, the construction of the Company, as proposed, will contribute to the
economic development of the City of Schertz by creating new jobs and increased employment,
promoting and developing expanded business enterprises, increased development, increased real
property value and tax revenue for the City of Schertz, and will have both a direct and indirect
positive overall improvements stimulus in the local and state economy.
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 Incentive Agreement attached hereto as ATTACHMENT A and authorizes the
President to execute and deliver in the substantial form as attached upon approval of the
expenditure by the City Council.
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 _____________, 2024.
3
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
_______________________________
Sammi Morrill, SEDC Board President
ATTEST:
_______________________________
Henry Hayes, SEDC Board Secretary
4
ATTACHMENT A
5
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
NAI Signs
This Economic Development Incentive Agreement (“Agreement”) is entered into to be
effective as of __________________, by and between the Schertz Economic Development
Corporation, located in Guadalupe County, Texas (hereinafter called “Corporation”), a Texas non-
profit industrial development corporation under the Development Corporation Act and governed
by TEX. LOC. GOV. CODE chapters 501, 502 and 505 and the Texas Non-Profit Corporation Act
and NAI Signage Solutions, a Texas Corporation authorized to do business in Texas (hereinafter
called “Company”), otherwise known as the “Parties” to this Agreement.
RECITALS
WHEREAS, the Development Corporation Act of 1979, as amended (Section 501.001 et seq,
Texas Local Government Code, formerly the Development Corporation Act of 1979) (the “Act”)
authorizes a development corporation to fund certain projects as defined by the Act and requires
development corporations to enter into performance agreements to establish and provide for the
direct incentive or make an expenditure on behalf of a business enterprise under a project; and
WHEREAS, for purposes of the Act 501.101, the “project” includes equipment, facilities,
expenditures, targeted infrastructure, and improvements that are for the creation or retention of
primary jobs and found by the SEDC board of directors to be required or suitable for the
development or expansion of manufacturing and industrial facilities; and
WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a minimum
for a schedule of additional payroll or jobs to be created or retained and capital investment to be
made as consideration for any direct incentives provided or expenditures made by the corporation
under the agreement and to specify the terms under which repayment must be made if the business
enterprise does not meet the performance requirements specified in the agreement; and
WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement
projects that are found by the board of directors to be required or suitable for infrastructure
necessary to promote or develop new or expanded business enterprises; and
WHEREAS, Company desires to develop a 78,000 square feet manufacturing facility located in
Schertz, Texas, on the property more particularly described as 17680 Four Oaks Dr., Schertz,
Texas; and
WHEREAS, the Company desires to construct and extend Public Infrastructure Improvements,
including water line extension and relocation of approximately 493 feet, sewer line extension of
approximately 560 feet and would provide roadway to enhance the future thoroughfare plan of the
city approximately 535 feet of complete roadway width and improvements, at 17680 Four Oaks
Dr., in Schertz, Texas, more clearly described on Attachment “B” attached hereto; and
WHEREAS, the construction and business planned in conjunction with the Project, as proposed,
will contribute to the economic development of the City of Schertz (“City”) by creating new jobs
6
and increased employment, promoting and developing expanded business enterprises, increased
development, increased real property value and tax revenue for the City, and will have both a direct
and indirect positive overall improvement/stimulus in the local and state economy; and
WHEREAS, the Corporation desires to offer incentives to Company to enable Company to
construct the Project pursuant to this Agreement in substantial conformity with the City Economic
Development Incentive Policy and the Act; and
WHEREAS, the Parties are executing and entering into this Agreement to set forth certain terms
and obligations of the Parties with respect to such matters; and
WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms and
provisions hereof are subject to the laws of the State of Texas and all rules, regulations and
interpretations of any agency or subdivision thereof at any time governing the subject matters
hereof; and
WHEREAS, the Parties agree that all conditions precedent for this Agreement to become a
binding agreement have occurred and been complied with, including all requirements pursuant to
the Texas Open Meetings Act and all public notices and hearings; if any, have been conducted in
accordance with Texas law; and
WHEREAS, on the Effective Date, the commitments contained in this Agreement shall become
legally binding obligations of the Parties.
NOW, THEREFORE, in consideration of the mutual covenants, benefits and agreements
described and contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and further described herein, the Parties
agree as follows:
ARTICLE I
RECITALS
1. Recitals. The recitals set forth above are declared true and correct by the Parties
and are hereby incorporated as part of this Agreement.
ARTICLE II
AUTHORITY AND TERM
1. Authority. The Corporation’s execution of this Agreement is authorized by the Act
and constitutes a valid and binding obligation of the Corporation. The Corporation acknowledges
that Company is acting in reliance upon the Corporation’s performance of its obligations under
this Agreement in making the decision to commit substantial resources and money to the
establishment of the Project, hereinafter established.
2. Term. This Agreement shall become enforceable upon the Effective Date,
hereinafter established, and shall continue until the Expiration Date, hereinafter established, unless
7
terminated sooner or extended by mutual agreement of the Parties in the manner provided for
herein.
3. Administration of Agreement. Upon the Effective Date, the Corporation delegates
the administration and oversight of this Agreement to the Executive Director of the Corporation.
Any proposed amendments to the Agreement shall require the approval of the Board of Directors
of the Corporation.
ARTICLE III
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings ascribed below.
All undefined terms shall retain their usual and customary meaning as ascribed by common and
ordinary usage.
“Actual Total Improvement Costs” means the actual cost of the Public Improvements
including, but not limited to engineering, legal fees, construction, labor, materials, and the costs to
“carry” the foregoing, as substantiated with receipts and invoices.
“Bankruptcy” shall mean the dissolution or termination of a Party’s existence as a going
business, insolvency, appointment of receiver for any party of such Party’s property and such
appointment is not terminated within ninety (90) days after such appointment is initially made, any
general assignment for the benefit of creditors, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed
within ninety (90) days after the filing thereof.
“Business Condition” shall mean a manufacturing facility obtains a Certificate of
Occupancy and opens for business at the Project Property and facility with staffing deemed
appropriate by the business for its operation.
“Certificate of Occupancy” shall mean the signed certificate issued by the City of Schertz
Inspections Division granting the Company the right to occupy the Facility and confirming that
the entire work covered by the permit and plans are in place.
“Default” shall mean failure by any Party to timely and substantially comply with any
performance requirement, duty, or covenant if uncured within sixty (60) days of receiving written
notice from any other Party.
“Effective Date” shall be ________, 2024.
“Expiration Date” shall mean the earlier of:
1. ________; or
2. The date of termination, provided for under Article VII of this Agreement.
8
“Facility” shall mean the manufacturing facility and associated improvements that house a
signage manufacturing business of 78,000 square feet and being located at 17680 Four Oaks Dr,
Schertz, Texas.
“Force Majeure” shall mean any contingency or cause beyond the reasonable control of a
party, including, without limitation, acts of God or the public enemy, war riot, civil commotion,
insurrection, government or de facto governmental action (unless caused by the intentionally
wrongful acts or omissions of a party), fires, explosions or floods, strikes, slowdowns or work
stoppages.
“Reimbursement Grant” shall mean the two cash payments from Corporation to Company
for public infrastructure extension on the project site at Company’s Schertz location, not to exceed
Maximum Reimbursement Amount.
“Maximum Reimbursement Amount” shall mean not to exceed FOUR HUNDRED AND
SEVENTY TWO THOUSAND, SIX HUNDRED AND TWENTY FIVE. ($472,625)
“Project” shall mean Public Infrastructure Improvements (“the Project”), including water
line extension and relocation of approximately 493 feet, sewer line extension of approximately
560 feet and would provide roadway and connectivity to enhance the future thoroughfare plan of
the city approximately 535 feet of complete roadway width, at 17680 Four Oaks Drive in the
Schertz, Texas, more clearly described on Attachment “B”.
“Public Improvements” means the improvements constructed by the Company for the
purpose of extending and relocating a water line, sewer line and public roadway to serve the
Company’s Property, as described in Attachment “B”.
“State of Texas” shall mean the Office of the Texas Comptroller, or its successor.
ARTICLE IV
ECONOMIC DEVELOPMENT INCENTIVE TERMS AND CONDITIONS
1. Incentive.
Subject to the satisfaction of all the terms and conditions of this Agreement and the obligation of
Company to repay the Grant pursuant to Article V hereof, the Corporation agrees to provide
Company with the following economic development incentives:
Phase I. Corporation will provide a reimbursement Grant to Company of up to one half of the
Actual Total Improvement costs of public improvements described in Attachment “B” at the
time the public improvements are accepted by the city. Company agrees to provide Corporation
receipts of total costs, and the Reimbursement Grant shall be paid within sixty (60) days after
receipt of acceptance letter and proof of receipts.
9
Phase II. At the time of Certificate of Occupancy for a manufacturing facility at the location and
staffed deemed appropriate by the manufacturer for its operation, satisfying the Business
Condition, Corporation will provide the remaining 50% of the Total Improvement Cost. The
amount paid by the Corporation to Company will not exceed the Maximum Reimbursement
Amount and all payments will be substantiated by receipts. The Reimbursement Grant shall be
paid within sixty (60) days after receipt of Certificate of Occupancy and information establishing
a sign manufacturing facility and met the requirements of Business Condition.
2. Current Revenue. The funds distributed hereunder shall be paid solely from
lawfully available funds to the Corporation. Under no circumstances shall the obligations
hereunder be deemed to create any debt within the meaning of any constitutional or statutory
provision. None of the obligations under this Agreement shall be pledged or otherwise encumbered
in favor of any commercial lender and/or similar financial institution.
3. Confidentiality. The Corporation agrees to the extent allowed by law, to keep all
tax information and documentation received, pursuant to this Agreement hereof, confidential. In
the event a request is made for such information pursuant to the Texas Public Information Act,
Corporation will not disclose the information unless required to do so by the Attorney General of
Texas under the provisions of the applicable statutes.
ARTICLE V
COVENANTS AND DUTIES
1. Company’s Covenants and Duties. Company makes the covenants and
warranties to the Corporation, and agrees to timely and fully perform the obligations and duties
contained in Article IV of this Agreement. Any false or substantially misleading statements
contained herein or failure to timely and fully perform those obligations and duties within this
Agreement shall be an act of Default by the Company.
(a) Company is authorized to do business and is in good standing in the State
of Texas and shall remain in good standing in the State of Texas and the United
States of America during any term of this Agreement and shall timely and fully
comply with all the terms and conditions of this Agreement to commence and
complete the Project in accordance with the Agreement.
(b) The execution of this Agreement has been duly authorized by Company’s
authorized agent, and the individual signing this Agreement is empowered to
execute such Agreement and bind the entity. Said authorization, signing, and
binding effect is not in contravention of any law, rule, regulation, or of the
provisions of Company’s by-laws, or of any agreement or instrument to which
Company is a party to or by which it may be bound.
(c) Company is not a party to any Bankruptcy proceedings currently pending
or contemplated, and Company has not been informed of any potential involuntary
Bankruptcy proceedings.
(d) To its current, actual knowledge, and subject to the Certificate of
Occupancy (or other approvals and permits to be obtained under subpart (f)
immediately below), Company has acquired and maintained all necessary rights,
10
licenses, permits, and authority to carry on its business in the City of Schertz and
will continue to use its best efforts to maintain all necessary rights, licenses,
permits, and authority.
(e) Company agrees to obtain or cause to be obtained, all necessary permits and
approvals from City of Schertz and/or all other governmental agencies having
jurisdiction over the construction of any improvements to the Facility and shall be
responsible for paying, or causing to be paid, to City of Schertz and all other
governmental agencies the cost of all applicable permit fees and licenses required
for construction of the Project.
(f) Company shall cooperate with the Corporation in providing all necessary
information to assist them in complying with this Agreement.
(g) During the term of this Agreement, Company agrees to not knowingly
employ any undocumented workers as part of the Project, and, if convicted of a
violation under 8 U.S.C. Section 1324a(1), Company shall be in Default (subject to
the remedies in Article V above). Company is not liable for an unknown violation
of this Section by a subsidiary, affiliate, or franchisee of Company or by a person
with whom Company contracts provided however that identical federal law
requirements provided for herein shall be included as part of any agreement or
contract which Company enters into with any subsidiary, assignee, affiliate, or
franchisee for which Grant provided herein will be used.
(h) Maintain and prepare financial statements in accordance with generally
accepted accounting principles in the United States of America as established by
the Financial Accounting Standards Board and permit Corporation to visit,
examine, audit, inspect, and make and take away copies or reproductions of
Company’s book of accounts and other records at mutually agreed upon times
(provided, Corporation shall pay the reasonable fees and disbursements of any
accountants or other agents of Corporation, selected by Corporation, for the
foregoing purposes). Unless written notice of another location is given to
Corporation, Company’s books and records will be located at Four Oaks Dr,
Schertz, Comal County, Texas 78154.
(i) Grant Corporation the right to periodically (and with reasonable advance
notice) verify the terms and conditions of this Agreement including, but not limited
to, the number of persons employed by Company as a result of the assistance
provided hereunder, the addresses of those persons, the number of hours each
employee worked during the previous 12 months, the total expenses attributable to
training and employing those employees, and the cumulative payroll for
Company’s Schertz operation.
2. Corporation’s Covenants and Duties. The Corporation is obligated to pay
Company a Reimbursement Grant not to exceed the Maximum Grant Amount from sources
contemplated by this agreement, subject to Company’s timely and full satisfaction of all applicable
terms and conditions of this agreement. Further, the Corporation’s obligations to pay Company
shall cease after the earlier of: 1) payment in full of Maximum Grant amount; 2) reaching the
Agreement’s Expiration Date: or 3) Default by Company in accordance with the terms of this
11
Agreement. The Grant payments shall be paid in conformance with Article IV Section 1 of this
agreement.
3. Substantial Compliance and Default. Failure by any Party to timely and
substantially comply with any performance requirement, duty, or covenant shall be considered an
act of Default if uncured within sixty (60) days of receiving written notice from any other Party.
Failure of Company to timely and substantially cure a default will give the Corporation the right
to terminate this Agreement, as reasonably determined by the Board of Directors of the
Corporation.
4. Recapture. In the event of Default by the Company, or if the manufacturing facility
ceases operations, the Corporation shall as its sole and exclusive remedy for Default hereunder,
after providing Company notice and an opportunity to cure, have the right to discontinue all future
Grant payments and recapture the amount paid to Company for improvements paid in accordance
with the table below: (as applicable, the “Recaptured Amount”).
If Manufacture Operation ceases % recapture of Total Public Improvements
Year 1 90%
Year 2 80%
Year 3 70%
Year 4 60%
Year 5 50%
The Recaptured Amount shall be paid by the Company within one hundred twenty (120) days after
the date Company is notified by the Corporation of such Default (the “Payment Date”) provided
said Default was not cured. In the event the Recaptured Amount is not repaid by the applicable
Payment Date, the unpaid portion thereof shall accrue interest at the rate of two percent (2.00%)
per annum from the Effective Date until paid in full.
ARTICLE VI
TERMINATION
1. Termination. This Agreement shall terminate upon the earliest occurrence of any
one or more of the following:
(a) The written agreement of the Parties;
(b) The Agreement’s Expiration Date;
(c) Default by Company (at the option of the Corporation).
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ARTICLE VII
DISPUTE RESOLUTION
1. Mediation. If a dispute arises out of or relates to this Agreement or the breach
thereof, the Parties shall first in good faith seek to resolve the dispute through negotiation between
the upper management of each respective Party. If such dispute cannot be settled through
negotiation, the Parties agree to try in good faith to settle the dispute by mediation under the
Commercial Mediation Rules of the American Arbitration Association, San Antonio, Texas,
before resorting to litigation; provided that a Party may not invoke mediation unless it has provided
the other Party with written notice of the dispute and has attempted in good faith to resolve such
dispute through negotiation. Notwithstanding the foregoing, any Party may seek immediate
equitable relief, without attempting to settle a dispute through mediation, in any case where such
Party is entitled to equitable relief by law, the terms of the Agreement, or otherwise. All costs of
negotiation and mediation collectively known as alternate dispute resolution (“ADR”) shall be
assessed equally between the Parties with each party bearing their own costs for attorneys’ fees,
experts, and other costs of ADR and any ensuing litigation.
2. During the term of this Agreement, if Company files and/or pursues an adversarial
proceeding against the Corporation regarding this Agreement without first engaging in good faith
mediation of the dispute, then, at the Corporation’s option, all access to the funds provided for
hereunder may be deposited with a mutually acceptable escrow agent that will deposit such funds
in an interest bearing account until the resolution of such adversarial proceeding.
3. Under no circumstances will the funds received under this Agreement be used,
either directly or indirectly, to pay costs or attorney fees incurred in any adversarial proceeding
regarding this Agreement against either the Corporation or the City of Schertz.
ARTICLE VIII
MISCELLANEOUS
1. Binding Agreement. The terms and conditions of this Agreement shall be binding
on and inure to the benefit of the Parties, and their respective successors and assigns. The Executive
Director of the Corporation shall be responsible for the administration of this Agreement and shall
have the authority to execute any instruments, duly approved by the Corporation, on behalf of the
Parties related thereto. Notwithstanding any other provision of this Agreement to the contrary,
performance of either Party under this Agreement is specifically contingent on Company obtaining
a Certificate of Occupancy from the City of Schertz and commencing operations at the Facility
under the terms of this Agreement.
2. Mutual Assistance. The Parties will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other
in carrying out such terms and provisions.
3. Representations and Warranties. The Corporation represents and warrants to
Company that this Agreement is within their authority, and that they are duly authorized and
empowered to enter into this Agreement, unless otherwise ordered by a court of competent
jurisdiction. Company represents and warrants to the Corporation that it has the requisite authority
to enter into this Agreement.
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4. Assignment. Company shall have the right to assign all of its rights, duties, and
obligations under this Agreement to a duly qualified third party with prior written approval of the
Corporation. Any assignment provided for herein shall not serve to enlarge or diminish the
obligations and requirements of this Agreement, nor shall they relieve Company of any liability to
the Corporation including any required indemnity in the event that any Assignee hereof shall at
any time be in Default of the terms of this Agreement. The Corporation may demand and receive
adequate assurance of performance including the deposit or provision of financial security by any
proposed Assignee prior to its approval of an assignment.
5. Independent Contractors.
(a) It is expressly understood and agreed by all Parties hereto that in performing
their services hereunder, Company at no time will be acting as an agent of the
Corporation and that all consultants or contractors engaged by Company
respectively will be independent contractors of Company; and nothing contained in
this Agreement is intended by the Parties to create a partnership or joint venture
between the Parties and any implication to the contrary is hereby expressly
disavowed the Parties hereto understand and agree that the Corporation will not be
liable for any claims that may be asserted by any third party occurring in connection
with services performed by Company respectively under this Agreement, unless
any such claims are due to the fault of the Corporation.
(b) By entering into this Agreement, except as specifically set forth herein, the
Parties do not waive, and shall not be deemed to have waived, any rights,
immunities, or defenses either may have, including the defense of parties, and
nothing contained herein shall ever be construed as a waiver of sovereign or official
immunity by the Corporation with such rights being expressly reserved to the fullest
extent authorized by law and to the same extent which existed prior to the execution
hereof.
(c) No employee of the Corporation, or any board member, or agent of the
Corporation, shall be personally responsible for any liability arising under or
growing out of this Agreement.
6. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
delivered by actual delivery, or on the first business day after depositing the same in the hands of
a reputable overnight courier (such as United States Postal Service, FedEx or UPS) and addressed
to the Party at the address set forth below:
If intended for SEDC: Schertz Economic Development Corporation
Attention: Exec. Dir. of Economic Development
1400 Schertz Parkway
Schertz, TX 78154
14
With a copy to:
Denton, Navarro, Rodriguez, Bernal, Santee & Zech
Attention: T. Daniel Santee
2517 North Main Avenue
San Antonio, TX 78212
If to the Company: Nationwide Applications LLC (NAI Signs)
Attention: ________________
17680 Four Oaks Dr.
Schertz, TX 78154
With a copy to:
__________________________
Attention: _________________
__________________________
__________________________
Any Party may designate a different address at any time upon written notice to the other
Parties.
7. Governmental Records. All invoices, records and other documents required for
submission to the City pursuant to the terms of this Agreement are Governmental Records for the
purposes of Texas Penal Code Section 37.10
8. Governing Law. The Agreement shall be governed by the laws of the State of
Texas, and the venue for any action concerning this Agreement (subject to the dispute resolution
mechanisms of Article VIII above) shall be in the Courts of Guadalupe County. The Parties agree
to submit to the personal and subject matter jurisdiction of said court.
9. Amendment. This Agreement may be amended by mutual written agreement of the
Parties, as approved by the Board of Directors of the Corporation.
10. 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.
11. Payment of Legal Fees. Company commits to reimburse the Corporation for the
necessary legal fees in the preparation of any amendment to this Agreement requested by
Company. Timely payment shall be made within 60 days of submittal of invoice to Company by
the Corporation or its assigns. Each Party shall bear its own attorney’s fees in connection with the
negotiation of this Agreement.
12. 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
15
meaning or application, be interpreted fairly and reasonably and neither more strongly for or
against any Party.
13. 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 Board of Directors of the Corporation.
14. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the various and
several paragraphs.
15. Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
16. Exhibits. Any Exhibits attached hereto are incorporated by reference for all
purposes.
17. Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
18. Indemnification.
COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD THE CORPORATION
AND CITY, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES
HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES,
DAMAGES, CLAIMS, LAWSUITS, JUDGEMENTS, ATTORNEY FEES, COSTS,
EXPENSES AND ANY CAUSE OF ACTION THAT DIRECTLY RELATES TO ANY OF
THE FOLLOWING: ANY CLAIMS OR DEMANDS BY THE STATE OF TEXAS THAT
THE CORPORATION HAS BEEN ERRONEOUSLY OR OVER-PAID SALES AND USE
TAX FOR ANY PERIOD DURING THE TERM OF THIS AGREEMENT AS A RESULT
OF THE FAILURE OF COMPANY TO MAINTAIN A PLACE OF BUSINESS AT THE
PROPERTY OR IN THE CITY OF SCHERTZ, OR AS A RESULT OF ANY ACT OR
OMISSION OR BREACH OR NON-PERFORMANCE BY COMPANY UNDER THIS
AGREEMENT EXCEPT THAT THE IMDEMNITY PROVIDED HEREIN SHALL NOT
APPLY TO ANY LIABILITY RESULTING FROM THE ACTION OR OMISSIONS OF
THE CORPORATION OR CITY. THE PROVISIONS OF THIS SECTION ARE SOLELY
FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE
OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER
PERSON OR ENTITY. IT BEING THE INTENTION OF THE PARTIES THAT
COMPANY SHALL BE RESPONSIBLE FOR THE REPAYMENT OF ANY ANNUAL
GRANTS PAID TO COMPANY HEREIN THAT INCLUDES CITY SALES TAX
RECEIPTS THAT THE STATE OF TEXAS HAS DETERMINED WAS ERRONEOUSLY
PAID, DISTRIBUTED OR ALLOCATED TO THE CORPORATION.
16
19. Additional Instruments. The Parties agree and covenant to cooperate, negotiate in
good faith, and to execute such other and further instruments and documents as may be reasonably
required to fulfill the public purposes provided for and included within this Agreement.
20. Force Majeure. Whenever a period of time is herein prescribed for action to be
taken by the Company, the Company shall not be liable or responsible for, and there shall be
excluded from the computation of any such period of time, any delays due to causes of any kind
whatsoever which are caused by Force Majeure.
Executed on this _______ day of ___________ 2024.
SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION
By: ________________________________
_________________
ATTEST:
By: ________________________________
_______________
17
Executed on this ______ day of __________________, 2024
COMPANY
Nationwide Applications LLC (NAI Signs)
By: _______________________________
Name:
Title:
18
Attachment A
SAMPLE ANNUAL CERTIFICATION REPORT FORM
[SEE ATTACHED]
19
The Annual Certification Report for the Economic Development Incentive Agreement between the City of Schertz
Economic Development Corporation and _________________, is due on February 15, 20___. Please sign and return
the Annual Certification Report form with accompanying narrative.
Annual Certification Report
Reporting Period: January 1 to December 31, 20__
I. Project Information
II. Reporting Information
Employment and Wage Information:
Has the Company employed undocumented workers? Yes No
What is the total number of Full-time Employees located at the Schertz facility during the calendar year? ______________
What is the total Annual Payroll for the Schertz facility during the calendar year? _______________
Investment Information:
What is the 20___ appraised ad valorem tax value for Tangible Personal Property? _______________
Narrative:
A brief narrative explaining the current year’s activities and/or any potential defaults has been provided? Yes No
III. Additional Information (Voluntary)
Employment:
Total full-time employees: ____________
Total annual payroll: ____________
Number of full-time jobs added in past year: ____________
Number of employees that live in Schertz, Texas: ____________
Interested in being contacted about workforce training opportunities? Yes No
Interested in being contacted for assistance with City permits? Yes No
Project Information:
Company’s legal name: ________________________________________________________________________
Project address subject to incentive: ______________________________________________________________
Company primary contact: ________________________________ Title: ______________________________
Phone number: ____________________________ E-mail address: ____________________________________
20
The Annual Certification Report is to be completed, signed and returned on or before February 15, 20__.
Please send an original to the following address:
Attention: Executive Director
City of Schertz Economic Development Corporation
1400 Schertz Parkway, Bldg. No. 2
Schertz, TX 78154
IV. Certification
I certify that, to the best of my knowledge and belief, the information and attachments provided herein are true and accurate
and in compliance with the terms of Economic Development Incentive Agreement.
I further certify that the representations and warranties contained within the Agreement remain true and correct as of the
date of this Certification, and XXX Corporation. remakes those representations and warranties as of the date hereof.
I further certify that the employment and wage information provided is true and accurate to the best of my knowledge and I
can provide documentation from the Texas Workforce Commission to support my claim if so requested.
I understand that this Certificate is being relied upon by the SEDC in connection with the expenditure of public funds.
I have the legal and express authority to sign this Certificate on behalf of [Company Name] Corporation.
.
________________________________________ _________________________________________
Name of Certifying Officer Certifying Officer’s Title
________________________________________ _________________________________________
Phone Number E-Mail Address
________________________________________ _________________________________________
Signature of Certifying Officer Date
STATE OF TEXAS X
COUNTY OF GUADALUPE X This information was acknowledged before me on this ______ day of _______________, ______ by [first and last name] , [title] for XX Corporation, a Texas corporation, on behalf of said agency.
______________________________ Notary Public, State of Texas ______________________________
Notary’s typed or printed name My commission expires _______________
21
Attachment B
Agenda No. 9.
SEDC MEMORANDUM
SEDC
Board Meeting:07/25/2024
Department:Economic Development Corporation
Subject:Resolution 2024-9 - Authorizing an Incentive Agreement between the City of
Schertz Economic Development Corporation and Las Palapas Schertz.
(S.Wayman)
SUBJECT:
Resolution 2024-9 - Authorizing an Incentive Agreement between the City of Schertz Economic
Development Corporation and Las Palapas Schertz. (S.Wayman)
Attachments
Res. 2024-9
1
SEDC RESOLUTION 2024-9
A RESOLUTION BY THE CITY OF SCHER TZ ECONOMIC
DEVELOPMENT CORPORATION, TEXAS AUTHORIZING THE
EXECUTIVE DIRECTOR OF THE SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION TO ENTER INTO AN
INCENTIVE AGREEMENT WITH LAS PALAPAS SCHERTZ
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”); and
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, 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 an Incentive
Agreements to establish and provide for the direct incentive or make an expenditure on behalf of
a business enterprise under a project; and
WHEREAS, the Act authorizes a development corporation to fund certain projects as
defined by the Act and requires development corporations to enter into performance agreements
to establish and provide for the direct incentive or make an expenditure on behalf of a business
enterprise under a project; and
WHEREAS, Company desires to develop a 5,900 square foot restaurant located in Schertz,
Texas 78154, on the property more particularly described as 16842 IH 35 North; and
WHEREAS, Company desires to construct and extend water infrastructure approximately,
712 feet, and additional public infrastructure to include sewer, drainage as well as associated
roadway connection and driveway approach upgrades in Schertz, Texas ; and
WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure
improvement projects that are found by the Board of Directors to be required or suitable for
infrastructure necessary to promote of develop new or expanded business enterprises; and
WHEREAS, Section 501.073 of the Act requires the SEDC’s authoriz ing unit to approve
all programs and expenditures; and
WHEREAS, the construction of the Company, as proposed, will contribute to the
economic development of the City of Schertz by creating new jobs and increased employment,
promoting and developing expanded business enterprises, increased development, increased real
2
property value and tax revenue for the City of Schertz, and will have both a direct and indirect
positive overall improvements stimulus in the local and state economy.
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 Incentive Agreement attached hereto as ATTACHMENT A and authorizes the
President to execute and deliver in the substantial form as attached upon approval of the
expenditure by the City Council.
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 _____________, 2024.
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
_______________________________
Sammi Morrill, SEDC Board President
ATTEST:
_______________________________
Henry Hayes, SEDC Board Secretary
3
ATTACHMENT A
4
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
Las Palapas Schertz
This Economic Development Incentive Agreement (“Agreement”) is entered into to be
effective as of __________________, by and between the Schertz Economic Development
Corporation, located in Guadalupe County, Texas (hereinafter called “Corporation”), a Texa s non-
profit industrial development corporation under the Development Corporation Act and governed
by TEX. LOC. GOV. CODE chapters 501, 502 and 505 and the Texas Non-Profit Corporation Act
and Las Palapas Schertz, a Texas Corporation authorized to do business in Texas (hereinafter
called “Company”), otherwise known as the “Parties” to this Agreement.
RECITALS
WHEREAS, the Development Corporation Act of 1979, as amended (Section 501.001 et seq,
Texas Local Government Code, formerly the Development Corporation Act of 1979) (the “Act”)
authorizes a development corporation to fund certain projects as defined by the Act an d requires
development corporations to enter into performance agreements to establish and provide for the
direct incentive or make an expenditure on behalf of a business enterprise under a project; and
WHEREAS, Section 501.103 authorizes expenditures for certain infrastructure improvement
projects that are found by the board of directors to be required or suitable for infrastructure
necessary to promote or develop new or expanded business enterprises; and
WHEREAS, Section 501.158 of the Act requires an incentive agreement to provide at a minimum
for a schedule of additional payroll or jobs to be created or retained and capital investment to be
made as consideration for any direct incentives provided or expenditures made by the corporation
under the agreement and to specify the terms under which repayment must be made if the business
enterprise does not meet the performance requirements specified in the agreement; and
WHEREAS, Company desires to develop a 5,900 square feet restaurant improvements located in
Schertz, Texas, on the property more particularly described as 16842 IH 35 North; and
WHEREAS, Company desires to construct and extend water infrastructure approximately, 712
feet, and additional public infrastructure to include sewer, drainage as well as associated roadway
connection and driveway approach upgrades in Schertz, Texas, and
WHEREAS, the water line extension is approximately 712 feet (“the Project”) and would provide
inter-connections as well as looping connections, to improve the Schertz Municipal Water System
as well as provides reliability and fire suppression improvements more par ticularly described on
Attachment B attached hereto; and
WHEREAS, the construction of the Project, as proposed, will contribute to the economic
development of the City of Schertz (“City”) by creating new jobs and increased employment,
promoting and developing expanded business enterprises, increased development, increa sed real
property value and property and sales tax revenue for the City, and will have both a direct and
indirect positive overall improvement/stimulus in the local and state economy; and
5
WHEREAS, the Corporation desires to offer incentives to Company to enable Company to
construct the Project pursuant to this Agreement in substantial conformity with the City Economic
Development Incentive Policy and the Act; and
WHEREAS, the Parties are executing and entering into this Agreement to set forth certain terms
and obligations of the Parties with respect to such matters; and
WHEREAS, the Parties recognize that all agreements of the Parties hereto and all terms and
provisions hereof are subject to the laws of the State of Texas and all rules, regulations and
interpretations of any agency or subdivision thereof at any time governing the subject matters
hereof; and
WHEREAS, the Parties agree that all conditions precedent for this Agreement to become a
binding agreement have occurred and been complied with, including all requirements pursuant to
the Texas Open Meetings Act and all public notices and hearings; if any, have be en conducted in
accordance with Texas law; and
WHEREAS, on the Effective Date, the commitments contained in this Agreement shall become
legally binding obligations of the Parties.
NOW, THEREFORE, in consideration of the mutual covenants, benefits and agreements
described and contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and further described herein, the Par ties
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 Corporation’s execution of this Agreement is authorized by the Act
and constitutes a valid and binding obligation of the Corporation. The Corporation acknowledges
that Company is acting in reliance upon the Corporation’s performance of its obligations under
this Agreement in making the decision to commit substantial resources and money to the
establishment of the Project, hereinafter established.
2. Term. This Agreement shall become enforceable upon the Effective Date,
hereinafter established, and shall continue until the Expiration Date, hereinafter established, unless
terminated sooner or extended by mutual agreement of the Parties in the manner provide d for
herein.
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3. Administration of Agreement. Upon the Effective Date, the Corporation delegates
the administration and oversight of this Agreement to the Executive Director of the Corporation.
Any proposed amendments to the Agreement shall require the approval of the Board of Directors
of the Corporation.
ARTICLE III
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings ascribed below.
All undefined terms shall retain their usual and customary meaning as ascribed by common and
ordinary usage.
“Actual Total Improvement Costs” means the actual cost of the Public Improvements
including, but not limited to, engineering, legal fees, construction, labor, materials, and the costs
to “carry” the foregoing, as substantiated with receipts and invoices.
“Adjoining Properties” shall mean the properties (Properties A and C) on both sides of the
project property (Property B) to be subject to water line extension described on Attachment “B”,
in which certain principals, or affiliates are partners.
“Bankruptcy” shall mean the dissolution or termination of a Party’s existence as a going
business, insolvency, appointment of receiver for any party of such Party’s property and such
appointment is not terminated within ninety (90) days after such appointm ent is initially made, any
general assignment for the benefit of creditors, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed
within ninety (90) days after the filing thereof.
“Certificate of Occupancy” shall mean the signed certificate issued by the City of Schertz
Inspections Division granting the Company the right to occupy the Facility and confirming that
the entire work covered by the permit and plans are in place.
“Default” shall mean failure by any Party to timely and substantially comply with any
performance requirement, duty, or covenant if uncured within sixty (60) days of receiving written
notice from any other Party.
“Effective Date” shall be ________, 2024.
“Expiration Date” shall mean the earlier of:
1. ________; or
2. The date of termination, provided for under Article VII of this Agreement.
“Facility” shall mean the property and improvements that house a restaurant of at least
5,900 square feet and being located at 16842 IH 35 North.
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“Force Majeure” shall mean any contingency or cause beyond the reasonable control of a
party, including, without limitation, acts of God or the public enemy, war riot, civil commotion,
insurrection, government or de facto governmental action (unless caused by the intentionally
wrongful acts or omissions of a party), fires, explosions or floods, strikes, slowdowns or work
stoppages.
“Reimbursement Grant” shall mean the two cash payments from Corporation to Company.
The first payment in the form of 100% of the cost of water infrastructure extension on adjoining
site (Properties A and C) at Company’s Schertz location. The second payment in the form of 100%
payment for the water infrastructure extension on the project site (Property B) and not to exceed
Maximum Reimbursement Amount.
“Maximum Reimbursement Amount” shall mean not to exceed ONE HUNDRED FIFTY -
FOUR THOUSAND, ONE HUNDRED DOLLARS ($154,100)
“Project” shall mean the provision of water infrastructure across Properties A, B and C, as
described in Attachment “B” and generally located at 16842 IH 35 North and adjoining
properties.
“Project Property” shall mean the property described as 16842 IH 35 North and described
in Attachment “B”.
“Public Improvements” means the improvements constructed by the Company for the
purpose of extending a water line to serve the Developers’ Property, as well as the adjoining
properties and more particularly depicted in Attachment “B”.
“Restaurant condition” shall mean a restaurant obtains a Certificate of Occupancy and
opens for business at the Project Property and facility with staffing deemed appropriate by the
Restaurant for its operation.
“State of Texas” shall mean the Office of the Texas Comptroller, or its successor.
“Tangible Personal Property” shall mean tangible personal property, equipment,
machinery, fixtures and inventory owned or leased by Company that is added to the Project
subsequent to the execution of this Agreement and is accounted on the tax rolls by the Comal
County Appraisal District.
ARTICLE IV
ECONOMIC DEVELOPMENT INCENTIVE TERMS AND CONDITIONS
1. Incentive.
Subject to the satisfaction of all the terms and conditions of this Agreement and the obligation of
Company to repay the Grant pursuant to Article V hereof, the Corporation agrees to provide
Company with the following economic development incentives:
8
Phase I. Corporation will provide a Reimbursement Grant to Company for the Actual Total
Improvement costs for section A and C as depicted in Attachment “B” at the time the entire
water line (Sections A, B and C) is constructed and accepted by the city. Company agrees to
provide Corporation receipts of total costs, and the Reimbursement Grant shall be paid within
sixty (60) days after receipt of acceptance letter and proof of receipts.
Phase II. At the time of Certificate of Occupancy for a Restaurant and conditions met to satisfy
the Restaurant Condition at the Project Location with no less than 5,900 square feet and staffing
deemed appropriate by the restaurant for its operation, Corporation will provide Company a
reimbursement grant of the remainder of the Total Improvement Cost for Segment B of the
project and depicted in Attachment “B”. The amount paid by the Corporation to Company will
not exceed the Maximum Reimbursement Amount a nd all payments will be substantiated by
receipts. The reimbursement Grant shall be paid within sixty (60) days after receipt of
Certificate of Occupancy and information establishing restaurant meeting operational staffing.
2. Current Revenue. The funds distributed hereunder shall be paid solely from
lawfully available funds to the Corporation. Under no circumstances shall the obligations
hereunder be deemed to create any debt within the meaning of any constitutional or statutory
provision. None of the obligations under this Agreement shall be pledged or otherwise encumbered
in favor of any commercial lender and/or similar financial institution.
3. Confidentiality. The Corporation agrees to the extent allowed by law, to keep all
tax information and documentation received, pursuant to this Agreement hereof, confidential. In
the event a request is made for such information pursuant to the Texas Public Information Ac t,
Corporation will not disclose the information unless required to do so by the Attorney General of
Texas under the provisions of the applicable statutes.
ARTICLE V
COVENANTS AND DUTIES
1. Company’s Covenants and Duties. Company makes the covenants and
warranties to the Corporation, and agrees to timely and fully perform the obligations and duties
contained in Article IV of this Agreement. Any false or substantially misleading statements
contained herein or failure to timely and fully perform those obligations and duties within this
Agreement shall be an act of Default by the Company.
(a) Company is authorized to do business and is in good standing in the State
of Texas and shall remain in good standing in the State of Texas and the United
States of America during any term of this Agreement and shall timely and fully
comply with all the terms and conditions of this Agreement to commence and
complete the Project in accordance with the Agreement.
(b) The execution of this Agreement has been duly authorized by Company’s
authorized agent, and the individual signing this Agreement is empowered to
execute such Agreement and bind the entity. Said authorization, signing, and
binding effect is not in contravention of any law, rule, regulation, or of the
provisions of Company’s by-laws, or of any agreement or instrument to which
Company is a party to or by which it may be bound.
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(c) Company is not a party to any Bankruptcy proceedings currently pending
or contemplated, and Company has not been informed of any potential involuntary
Bankruptcy proceedings.
(d) To its current, actual knowledge, and subject to the Certificate of
Occupancy (or other approvals and permits to be obtained under subpart (f)
immediately below), Company has acquired and maintained all necessary rights,
licenses, permits, and authority to carry on its business in the City of Schertz and
will continue to use its best efforts to maintain all necessary rights, licenses,
permits, and authority.
(e) Company agrees to obtain or cause to be obtained, all necessary permits and
approvals from City of Schertz and/or all other governmental agencies having
jurisdiction over the construction of any improvements to the Facility and shall be
responsible for paying, or causing to be paid, to City of Schertz and all other
governmental agencies the cost of all applicable permit fees and licenses required
for construction of the Project.
(f) Company shall cooperate with the Corporation in providing all necessary
information to assist them in complying with this Agreement.
(g) During the term of this Agreement, Company agrees to not knowingly
employ any undocumented workers as part of the Project, and, if convicted of a
violation under 8 U.S.C. Section 1324a(1), Company shall be in Default (subject to
the remedies in Article V above). Company is not liable for an unknown violation
of this Section by a subsidiary, affiliate, or franchisee of Company or by a person
with whom Company contracts provided however that identical federal law
requirements provided for herein shall be included as part of any agreement or
contract which Company enters into with any subsidiary, assignee, affiliate, or
franchisee for which Grant provided herein will be used.
(h) Maintain and prepare financial statements in accordance with generally
accepted accounting principles in the United States of America as established by
the Financial Accounting Standards Board and permit Corporation to visit,
examine, audit, inspect, and make and take away copies or reproductions of
Company’s book of accounts and other records at mutually agreed upon times
(provided, Corporation shall pay the reasonable fees and disbursements of any
accountants or other agents of Corporation, selected by Co rporation, for the
foregoing purposes). Unless written notice of another location is given to
Corporation, Company’s books and records will be located at 16842 IH 35 North
Schertz, Guadalupe County, Texas 78154.
(i) Grant Corporation the right to periodically (and with reasonable advance
notice) verify the terms and conditions of this Agreement including, but not limited
to, the number of persons employed by Company as a result of the assistance
provided hereunder, the addresses of those persons, the number of hours each
employee worked during the previous 12 months, the total expenses attributable to
training and employing those employees, and the cumulative payroll for
Company’s Schertz operation.
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2. Corporation’s Covenants and Duties. The Corporation is obligated to pay
Company a Reimbursement Grant not to exceed the Maximum Grant Amount from sources
contemplated by this agreement, subject to Company’s timely and full satisfaction of all applicable
terms and conditions of this agreement. Further, the Corporation’s obligations to pay Company
shall cease after the earlier of: 1) payment in full of Maximum Grant amount; 2) reaching the
Agreement’s Expiration Date: or 3) Default by Company in accordance with the terms of this
Agreement. The Grant payments shall be paid within sixty (60) days after receipt of 1) copy of
acceptance letter by the city and proof of receipts for costs of Segments A and C, as depicted in
Attachment “B” and 2) within sixty (60) days of receipt of copy of Certificate of occupancy and
proof of restaurant obtaining Restaurant Condition.
3. Substantial Compliance and Default. Failure by any Party to timely and
substantially comply with any performance requirement, duty, or covenant shall be considered an
act of Default if uncured within sixty (60) days of receiving written notice from any other Party.
Failure of Company to timely and substantially cure a default will give the Corporation the right
to terminate this Agreement, as reasonably determined by the Board of Directors of the
Corporation.
4. Recapture. In the event of Default by the Company, or if the restaurant ceases
operations, the Corporation shall as its sole and exclusive remedy for Default hereunder, after
providing Company notice and an opportunity to cure, have the right to discontinue all future Grant
payments and recapture the amount paid to Company for improvements paid for Segment B, as
depicted in Attachment “B” of this agreement, in accordance with the table below: (as applicable,
the “Recaptured Amount”).
If Restaurant ceases operation % recapture of Segment B
Year 1 90%
Year 2 80%
Year 3 70%
Year 4 60%
Year 5 50%
The Recaptured Amount shall be paid by the Company within one hundred twenty (120) days after
the date Company is notified by the Corporation of such Default (the “Payment Date”) provided
said Default was not cured. In the event the Recaptured Amount is n ot repaid by the applicable
Payment Date, the unpaid portion thereof shall accrue interest at the rate of two percent (2.00%)
per annum from the Effective Date until paid in full.
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ARTICLE VI
TERMINATION
1. Termination. This Agreement shall terminate upon the earliest occurrence of any
one or more of the following:
(a) The written agreement of the Parties;
(b) The Agreement’s Expiration Date;
(c) Default by Company (at the option of the Corporation).
ARTICLE VII
DISPUTE RESOLUTION
1. Mediation. If a dispute arises out of or relates to this Agreement or the breach
thereof, the Parties shall first in good faith seek to resolve the dispute through negotiation between
the upper management of each respective Party. If such dispute cannot be settled through
negotiation, the Parties agree to try in good faith to settle the dispute by mediation under the
Commercial Mediation Rules of the American Arbitration Association, San Antonio, Texas,
before resorting to litigation; provided that a Party may not invoke mediation unless it has provided
the other Party with written notice of the dispute and has attempted in good faith to resolve such
dispute through negotiation. Notwithstanding the foregoing, any Party may seek immediate
equitable relief, without attempting to settle a dispute through mediation, in any case where such
Party is entitled to equitable relief by law, the terms of the Agreement, or otherwise. All costs of
negotiation and mediation collectively known as alternate dispute resolution (“ADR”) shall be
assessed equally between the Parties with each party bearing their own costs for attorneys’ fees,
experts, and other costs of ADR and any ensuing litigation.
2. During the term of this Agreement, if Company files and/or pursues an adversarial
proceeding against the Corporation regarding this Agreement without first engaging in good faith
mediation of the dispute, then, at the Corporation’s option, all access to th e funds provided for
hereunder may be deposited with a mutually acceptable escrow agent that will deposit such funds
in an interest bearing account until the resolution of such adversarial proceeding.
3. Under no circumstances will the funds received under this Agreement be used,
either directly or indirectly, to pay costs or attorney fees incurred in any adversarial proceeding
regarding this Agreement against either the Corporation or the City of Schertz.
ARTICLE VIII
MISCELLANEOUS
1. Binding Agreement. The terms and conditions of this Agreement shall be binding
on and inure to the benefit of the Parties, and their respective successors and assigns. The Executive
Director of the Corporation shall be responsible for the administration of this Agreement and shall
have the authority to execute any instruments, duly approved by the Corporation, on behalf of the
Parties related thereto. Notwithstanding any other provision of this Agreement to the contrary,
performance of either Party under this Agreement is specifically contingent on Company obtaining
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a Certificate of Occupancy from the City of Schertz and commencing operations at the Facility
under the terms of this Agreement.
2. Mutual Assistance. The Parties will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other
in carrying out such terms and provisions.
3. Representations and Warranties. The Corporation represents and warrants to
Company that this Agreement is within their authority, and that they are duly authorized and
empowered to enter into this Agreement, unless otherwise ordered by a court of competent
jurisdiction. Company represents and warrants to the Corporation that it has the requisite authority
to enter into this Agreement.
4. Assignment. Company shall have the right to assign all of its rights, duties, and
obligations under this Agreement to a duly qualified third party with prior written approval of the
Corporation. Any assignment provided for herein shall not serve to enlarge or diminish the
obligations and requirements of this Agreement, nor shall they relieve Company of any liability to
the Corporation including any required indemnity in the event tha t any Assignee hereof shall at
any time be in Default of the terms of this Agreement. The Corporation may demand and receive
adequate assurance of performance including the deposit or provision of financial security by any
proposed Assignee prior to its approval of an assignment.
5. Independent Contractors.
(a) It is expressly understood and agreed by all Parties hereto that in performing
their services hereunder, Company at no time will be acting as an agent of the
Corporation and that all consultants or contractors engaged by Company
respectively will be independent contractors of Company; and nothing contained in
this Agreement is intended by the Parties to create a partnership or joint venture
between the Parties and any implication to the contrary is hereby expressly
disavowed the Parties hereto understand and agree that the Corporation will not be
liable for any claims that may be asserted by any third party occurring in connection
with services performed by Company respectively under this Agreement, unless
any such claims are due to the fault of the Corporation.
(b) By entering into this Agreement, except as specifically set forth herein, the
Parties do not waive, and shall not be deemed to have waived, any rights,
immunities, or defenses either may have, including the defense of parties, and
nothing contained herein shall ever be construed as a waiver of sovereign or official
immunity by the Corporation with such rights being expressly reserved to the fullest
extent authorized by law and to the same extent which existed prior to the execution
hereof.
(c) No employee of the Corporation, or any board member, or agent of the
Corporation, shall be personally responsible for any liability arising under or
growing out of this Agreement.
6. Notice. Any notice required or permitted to be delivered hereunder shall be deemed
delivered by actual delivery, or on the first business day after depositing the same in the hands of
a reputable overnight courier (such as United States Postal Service, FedEx or U PS) and addressed
to the Party at the address set forth below:
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If intended for SEDC: Schertz Economic Development Corporation
Attention: Exec. Dir. of Economic Development
1400 Schertz Parkway
Schertz, TX 78154
With a copy to:
Denton, Navarro, Rodriguez, Bernal, Santee & Zech
Attention: T. Daniel Santee
2517 North Main Avenue
San Antonio, TX 78212
If to the Company: Las Palapas Schertz
Attention: Daryl John
XXX
With a copy to:
__________________________
Attention: _________________
__________________________
__________________________
Any Party may designate a different address at any time upon written notice to the other
Parties.
7. Governmental Records. All invoices, records and other documents required for
submission to the City pursuant to the terms of this Agreement are Governmental Records for the
purposes of Texas Penal Code Section 37.10
8. Governing Law. The Agreement shall be governed by the laws of the State of
Texas, and the venue for any action concerning this Agreement (subject to the dispute resolution
mechanisms of Article VIII above) shall be in the Courts of Guadalupe County. The Parties agree
to submit to the personal and subject matter jurisdiction of said court.
9. Amendment. This Agreement may be amended by mutual written agreement of the
Parties, as approved by the Board of Directors of the Corporation.
10. 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.
11. Payment of Legal Fees. Company commits to reimburse the Corporation for the
necessary legal fees in the preparation of any amendment to this Agreement requested by
Company. Timely payment shall be made within 60 days of submittal of invoice to Company by
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the Corporation or its assigns. Each Party shall bear its own attorney’s fees in connection with the
negotiation of this Agreement.
12. 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.
13. 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 matte r of
this Agreement, except as provided for in any Exhibits attached hereto or duly approved
amendments to this Agreement, as approved by the Board of Directors of the Corporation.
14. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and will in no way enlarge or limit the scope or meaning of the various and
several paragraphs.
15. Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
16. Exhibits. Any Exhibits attached hereto are incorporated by reference for all
purposes.
17. Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
18. Indemnification.
COMPANY AGREES TO DEFEND, INDEMNIFY AND HOLD THE CORPORATION
AND CITY, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES
HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES,
DAMAGES, CLAIMS, LAWSUITS, JUDGEMENTS, ATTORNEY FEES, COSTS,
EXPENSES AND ANY CAUSE OF ACTION THAT DIRECTLY RELATES TO ANY OF
THE FOLLOWING: ANY CLAIMS OR DEMANDS BY THE STATE OF TEXAS THAT
THE CORPORATION HAS BEEN ERRONEOUSLY OR OVER -PAID SALES AND USE
TAX FOR ANY PERIOD DURING THE TERM OF THIS AGREEMENT AS A RESULT
OF THE FAILURE OF COMPANY TO MAINTAIN A PLACE OF BUSINESS AT THE
PROPERTY OR IN THE CITY OF SCHERTZ, OR AS A RESULT OF ANY ACT OR
OMISSION OR BREACH OR NON -PERFORMANCE BY COMPANY UNDER THIS
AGREEMENT EXCEPT THAT THE IMDEMNITY PROVIDED HEREIN SHALL NOT
APPLY TO ANY LIABILITY RESULTING FROM THE ACTION OR OMISSIONS OF
THE CORPORATION OR CITY. THE PROVISIONS OF THIS SECTION ARE SOLELY
FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE
OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER
PERSON OR ENTITY. IT BEING THE INTENTION OF THE PARTIES THAT
COMPANY SHALL BE RESPONSIBLE FOR THE REPAYMENT OF ANY ANNUAL
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GRANTS PAID TO COMPANY HEREIN THAT INCLUDES CITY SALES TAX
RECEIPTS THAT THE STATE OF TEXAS HAS DETERMINED WAS ERRONEOUSLY
PAID, DISTRIBUTED OR ALLOCATED TO THE CORPORATION.
19. Additional Instruments. The Parties agree and covenant to cooperate, negotiate in
good faith, and to execute such other and further instruments and documents as may be reasonably
required to fulfill the public purposes provided for and included within this Agreement.
20. Force Majeure. Whenever a period of time is herein prescribed for action to be
taken by the Company, the Company shall not be liable or responsible for, and there shall be
excluded from the computation of any such period of time, any delays due to causes of any kind
whatsoever which are caused by Force Majeure.
Executed on this _______ day of ___________ 2024.
SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION
By: ________________________________
_________________
ATTEST:
By: ________________________________
_______________
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Executed on this ______ day of __________________, 2024
COMPANY
Las Palapas Schertz
By: _______________________________
Name:
Title:
17
Attachment A
SAMPLE ANNUAL CERTIFICATION REPORT FORM
[SEE ATTACHED]
18
The Annual Certification Report for the Economic Development Incentive Agreement between the City of Schertz
Economic Development Corporation and _________________, is due on February 15, 20___. Please sign and return
the Annual Certification Report form with accompanying narrative.
Annual Certification Report
Reporting Period: January 1 to December 31, 20__
I. Project Information
II. Reporting Information
Employment and Wage Information:
Has the Company employed undocumented workers? Yes No
What is the total number of Full-time Employees located at the Schertz facility during the calendar year? ______________
What is the total Annual Payroll for the Schertz facility during the calendar year? _______________
Investment Information:
What is the 20___ appraised ad valorem tax value for Tangible Personal Property? _______________
Narrative:
A brief narrative explaining the current year’s activities and/or any potential defaults has been provided? Yes No
III. Additional Information (Voluntary)
Employment:
Total full-time employees: ____________
Total annual payroll: ____________
Number of full-time jobs added in past year: ____________
Number of employees that live in Schertz, Texas: ____________
Interested in being contacted about workforce training opportunities? Yes No
Interested in being contacted for assistance with City permits? Yes No
Project Information:
Company’s legal name: ________________________________________________________________________
Project address subject to incentive: ______________________________________________________________
Company primary contact: ________________________________ Title: ______________________________
Phone number: ____________________________ E-mail address: ____________________________________
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The Annual Certification Report is to be completed, signed and returned on or before February 15, 20__.
Please send an original to the following address:
Attention: Executive Director
City of Schertz Economic Development Corporation
1400 Schertz Parkway, Bldg. No. 2
Schertz, TX 78154
IV. Certification
I certify that, to the best of my knowledge and belief, the information and attachments provided herein are true and accurate
and in compliance with the terms of Economic Development Incentive Agreement.
I further certify that the representations and warranties contained within the Agreement remain true and correct as of the
date of this Certification, and Las Palapas Schertz Corporation . remakes those representations and warranties as of the
date hereof.
I further certify that the employment and wage information provided is true and accurate to the best of my knowledge and I
can provide documentation from the Texas Workforce Commission to support my claim if so requested.
I understand that this Certificate is being relied upon by the SEDC in connection with the expenditure of public funds.
I have the legal and express authority to sign this Certificate on behalf of Las Palapas Schertz Corporation.
.
________________________________________ _________________________________________
Name of Certifying Officer Certifying Officer’s Title
________________________________________ _________________________________________
Phone Number E-Mail Address
________________________________________ _________________________________________
Signature of Certifying Officer Date
STATE OF TEXAS X
COUNTY OF GUADALUPE X
This information was acknowledged before me on this ______ day of _______________, ______ by
[first and last name] , [title] for XX Corporation, a Texas corporation, on behalf of said agency.
______________________________
Notary Public, State of Texas
______________________________
Notary’s typed or printed name
My commission expires
_______________
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Attachment B
Agenda No. 10.
SEDC MEMORANDUM
SEDC
Board Meeting:07/25/2024
Department:Economic Development Corporation
Subject:Resolution 2024-10 - Approving authorization by the Executive Director to
execute a Consent to Security Agreement and Collateral Assignment with
Ripps Kreusler LLC.
SUBJECT:
Resolution 2024-10 - Approving authorization by the Executive Director to execute a Consent to
Security Agreement and Collateral Assignment with Ripps Kreusler LLC.
Attachments
Res. 2024-10
SEDC RESOLUTION NO. 2024-10
A RESOLUTION BY THE CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION, TEXAS, APPROVING
AUTHORIZATION BY THE EXECUTIVE DIRECTOR TO
EXECUTE A CONSENT TO SECURITY AGREEMENT AND
COLLATERAL ASSIGNMENT WITH RIPPS KREUSLER
LLC AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, the City of Schertz Economic Development Corporation (“SEDC”) is
a non-profit industrial development corporation duly established under the Development
Corporation Act of 1979, as amended (Section 501.001 et seq. Texas Local Government
Code, formerly Development Corporation Act of 1979) (the “Act”); and
WHEREAS, pursuant to the terms of the existing Development Agreement, the
Schertz EDC has agreed to pay Ripps Kreusler LLC (Borrower) $4,000,000.00 at such time
the 0.44 mile extension of Ripps Kreusler Road as described in the Development Agreement
is complete;
WHEREAS, Vantage Bank Texas (Lender) has agreed to make Borrower a loan to
fund the cost of constructing and completing portions of the public infrastructure constructed
by Borrower in connection with the Project and other costs incurred in connection with the
development of its Property.
WHEREAS, the Loan will be secured by a Deed of Trust covering the 18.709 acre
tract of Land being developed; and
WHEREAS, Lender and Borrower have executed a Security Agreement and
Collateral Assignment of Payment Right, pursuant to which Borrower has granted a security
interest in and collateral assigned to Lender Borrower’s right, title and interest in and to
$3,600,000.00 of the Initial Payment under the Development Agreement, as additional
collateral for the Loan;
WHEREAS, the Board of Directors of the Corporation desires to give authorization
to the Executive Director to execute a Consent to Security Agreement and Collateral
Assignment Agreement with Ripps Kreusler, LLC by which the Corporation shall be
governed and the requirements for an action to be taken by the Board; and
WHEREAS, this limited assignment shall not serve to enlarge or diminish the
obligations and requirements of Borrower under their agreement with the SEDC, which is
not being assigned, nor shall they relieve Borrower of any liability to the Corporation
Page 2
including any required indemnity in the event that any time be in Default of the terms of the
Agreement.
WHEREAS, the Board of Directors hereby finds and determines that the adoption
of this Resolution is in the best interests of the citizens of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT
COPROPARTION THAT:
Section 1. The Board of Directors hereby authorizes the Executive Director to
execute a Consent to Security Agreement and Collateral Assignment Agreement with Ripps
Kreusler, LLC in substantially the same form as that attached as 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 Board.
Section 3. All ordinances and 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, as amended, Texas Government
Code.
Section 7. This Resolution shall be in force and effect from and after its final passage,
and it is so ordered.
PASSED AND ADOPTED, this ____ day of ________________ 2024.
Page 3
CITY OF SCHERTZ
ECONOMIC
DEVELOPMENT
CORPORATION
_______________________________
Sammi Morrill, SEDC Board President
ATTEST:
________________________________
Henry Hayes, SEDC Board Secretary
Page 4
EXHIBIT “A”
Page 5
CONSENT TO SECURITY AGREEMENT AND COLLATERAL ASSIGNMENT AND
AGREEMENT
This Consent to Security Agreement and Collateral Assignment and Agreement
(the “Consent Agreement” or “Agreement”) is made and entered into effective this ____
day of July, 2024, by and between the SCHERTZ ECONOMIC DEVELOPMENT
CORPORATION (the “Schertz EDC”), RIPPS KREUSLER, LTD., a Texas limited partnership
(the “Borrower”) and VANTAGE BANK TEXAS, a Texas state bank (the “Lender”).
W I T N E S S E T H :
WHEREAS, Borrower owns one or more commercial tracts of land in Schertz,
Texas, which Borrower is in the process of developing into a commercial development
(the “Project”);
WHEREAS, as part of such Project, Borrower has entered in an Economic
Development Incentive Agreement (the “Development Agreement”) dated February 15,
2024 between Borrower and the Schertz Economic Development Corporation (the
“Schertz EDC”);
WHEREAS, pursuant to the terms of the Development Agreement, the Schertz EDC
has agreed to pay Borrower $4,000,000.00 (the “Initial Payment”) at such time the 0.44
mile extension of Ripps Kreusler Road as described in the Development Agreement is
complete (the “Ripps Kreusler Road Extension Project”);
WHEREAS, the Bank has agreed to make Borrower a loan (the “Loan”) to fund the
cost of constructing and completing portions of the public infrastructure constructed by
Borrower in connection with the Project and other costs incurred in connection with the
development of its Property.
WHEREAS, the Loan will be secured by a Deed of Trust covering the 18.709 acre
tract of Land described on Exhibit “A” attached hereto; and
WHEREAS, Lender and Borrower have executed a Security Agreement and
Collateral Assignment of Payment Right dated of even date (the “Security and Assignment
Agreement”), pursuant to which Borrower has granted a security interest in and collateral
assigned to Lender Borrower’s right, title and interest in and to $3,600,000.00 of the
Initial Payment under the Development Agreement, as additional collateral for the Loan;
NOW, THEREFORE, Borrower, Lender and the Schertz EDC are executing this
Consent Agreement to evidence and confirm certain agreements and understandings the
parties have reached concerning the Development Agreement and the Security and
Assignment Agreement.
Page 6
1) Borrower has previously provided Lender with a fully executed copy of the
Development Agreement. There are no other oral or written agreements or
understandings between Borrower and the Schertz EDC concerning the
Development Agreement, other than as set forth in the Development
Agreement.
2) Borrower and the Schertz EDC agree that Lender will not be bound by any
subsequent material amendment to the terms and provisions of the
Development Agreement affecting the Initial Payment, unless Lender has
consented in writing to any such amendment or change, such consent not
to be unreasonably withheld, conditioned, or delayed.
3) The Schertz EDC hereby consents to Borrower collaterally assigning and
pledging to Lender all of Borrower’s right, title and interest in and to said
$3,600,000.00 portion of the Initial Payment under the Development
Agreement, including, but not limited to, Borrower’s right to receive such
payment due Borrower under the Development Agreement, and agrees that
Borrower’s pledge of its interest in the such payment shall not constitute an
event of default or breach of Borrower’s obligations under the Development
Agreement.
4) In the event of any default by Borrower of its obligations under the
Development Agreement prior to the payment of the Initial Payment, the
Schertz EDC will simultaneously provide Lender with a copy of the same
notice of default that the Schertz EDC mails or delivers to Borrower
specifying that Borrower is in default of its obligations under the
Development Agreement. Lender shall have the same period of time, as
given to Borrower, to cure any such default. Until the expiration of the
applicable cure period, the Schertz EDC agrees it will not exercise any rights
and remedies available to the Schertz EDC as a consequence of such default.
5) All notices or other communications required or permitted to be given
pursuant to this Consent Agreement shall be in writing and shall be
considered as properly given if (i) mailed by first class United States mail,
postage prepaid, registered or certified with return receipt requested, (ii) by
delivering same in person to the intended addressee, (iii) by delivery to an
independent third party commercial delivery service for same day or next
day delivery and providing for evidence of receipt at the office of the
intended addressee, or (iv) by facsimile or email to the addressee. Notice so
mailed shall be effective upon its deposit with the United States Postal
Service or any successor thereto; notice sent by such a commercial delivery
service shall be effective upon delivery to such commercial delivery service;
Page 7
notice given by personal delivery shall be effective only if and when received
by the addressee; and notice given by other means shall be effective only if
and when received by the intended addressee.
If to Schertz EDC: Schertz Economic Development Corporation
Attn: Exec. Dir. of Economic Development
1400 Schertz Parkway
Schertz, Texas 78154
If to Borrower: For notices and other communications that
are sent by means other than overnight
delivery or commercial delivery:
Ripps Kreusler, Ltd.
4040 Broadway, Suite 600
San Antonio, Texas 78279
Attn: James W. Collins, Jr.
Email: will@meritcre.com
For notices and other communications that
are sent by overnight delivery or commercial
delivery:
Ripps Kreusler, Ltd.
4040 Broadway, Suite 600
San Antonio, Texas 78279
Attn: James W. Collins, Jr.
Email: will@meritcre.com
If to Lender: Vantage Bank Texas
1800 S. Second Street
McAllen, Texas 78503
Attn: Brian Disque
E-mail: brian.disque@Vantage.Bank
With a copy to: Walsh McGurk Cordova Nixon, PLLC
1506 S. Lone Star Way, Suite 10
Edinburg, Texas 78539
Attn: C. Wesley Kittleman
E-mail: wkittleman@wmcnlaw.com
Page 8
6) This Agreement supersedes any and all prior agreements and
understandings of the parties hereto, whether written or oral, concerning
the matters addressed herein and this Agreement represents the entire
agreement of the parties with regard to these matters. The terms and
provisions of this Agreement may not be amended except by written
instrument signed by all parties hereto. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
executors, successors and assigns. This Agreement shall be governed by the
laws of the State of Texas. This Agreement may be executed in multiple
identical counterparts, all of which will be deemed an original, but together
constitute one and the same instrument.
[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES TO FOLLOW ]
Page 9
EXECUTED as of the date first above written.
SCHERTZ EDC:
SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
By:___________________________________
Name:________________________________
Title:_________________________________
Page 10
EXECUTED as of the date first above written.
BORROWER:
RIPPS KREUSLER, LTD.,
a Texas limited partnership
By: RIPPS KREUSLER GP, LLC,
a Texas limited liability company
Its: General Partner
By:_________________________________
James W. Collins, Jr., Manager
Page 11
EXECUTED as of the date first above written.
LENDER:
VANTAGE BANK TEXAS, a Texas state bank
By:___________________________________
Brian Disque, Senior Vice-President
Page 12
EXHIBIT “A”
Property
TRACT 1 (Fee Estate):
BEING a 18.709 acre (814,960 square feet) tract of land situated in the J.F. Walker Survey No. 113,
Abstract No. 244, Schertz EDC of Schertz, Guadalupe County, Texas; and being portion of that certain
200.198 acre tract described in instrument to San Antonio One, Limited Partnership and San Antonio
Three Limited Partnership, recorded in Volume 979, Page 475 of the Official Public Records of Guadalupe
County; and being more particularly described as follows:
COMMENCING at a 1/2 inch iron rod (with plastic cap stamped "KHA") set marking the west corner of Lot
1 of Wiederstein Ranch, plat of which is recorded in Document No. 201899009566 of the Official Public
Records of Guadalupe County;
THENCE, along the southwesterly boundary of said Lot 1 the following four (4) courses and distances:
1. South 45°52'46" East, 60.01 feet to a point for corner marking the POINT OF BEGINNING of
the herein described tract;
2. South 45°52'46" East, 42.37 feet to a 1/2 inch iron rod (with plastic cap stamped "KEW")
found for corner;
3. South 31°11'29" East, 62.78 feet to a 1/2 inch iron rod (with plastic cap stamped "KEW")
found for corner;
4. South 31°11'25" East, 659.74 feet to a 1/2 inch iron rod (with illegible plastic cap) found for
corner;
THENCE, crossing aforesaid 200.198 acre tract, the following eleven (11) courses and distances:
1. South 31°13'29" East, 24.55 feet to a point for corner;
2. in a southwesterly direction along a non-tangent curve to the left, having a radius of 870.00
feet, a chord South 37°59'25" West, 216.14 feet, a central angle of 14°16'16", and an arc
length of 216.70 feet to a point of reverse curvature;
3. in a southwesterly direction along a reverse tangent curve to the right, having a radius of
720.00 feet, a chord South 60°51'48" West, 720.18 feet, a central angle of 60°01'01 ", and an
arc length of 754.20 feet to a point of reverse curvature;
4. in a westerly direction along a reverse tangent curve to the left, having a radius of 800.00
feet, a chord South 83°20'44" West, 209.57 feet, a central angle of 15°03'10", and an arc
length of 210.17 feet to a point of reverse curvature;
5. in a westerly direction along a reverse tangent curve to the right, having a radius of 15.00
feet, a chord North 67°42'38" West, 17.83 feet, a central angle of 72°56'26", and an are
length of 19.10 feet to a point for corner;
6. North 31°14'25" West, 347.26 feet to a point of curvature;
7. in a northerly direction along a tangent curve to the right, having a radius of 100.00 feet, a
chord of North 05°19'11" East, 119.13 feet, a central angle of 73°07'11", and an arc length of
127.62 feet to a point for corner;
8. North 41°52'46" East, 326.56 feet to a point for corner;
9. North 42°44'43" East, 665.63 feet to a point for corner;
Page 13
10. South 48°07'14" East, 10.00 feet to a point for corner;
11. North 42°44'43" East, 90.24 feet to the POINT OF BEGINNING, and containing 18.709 acres of
land more or less in Guadalupe County, Texas.
TRACT 2 (Easement Estate):
Nonexclusive easement for ingress and egress created by Shared Access Easement Agreement recorded
November 17, 2023, under Document No. 202399028276, Official Public Records, Guadalupe County,
Texas.
TRACT 3 (Easement Estate):
Nonexclusive easement for temporary construction created by Temporary Construction Easement
Agreement recorded November 17, 2023, under Document No. 202399028274, Official Records,
Guadalupe County, Texas.
TRACT 4 (Easement Estate):
Nonexclusive easement for ingress and egress created by Easement Agreement recorded May 4, 2018,
under Document No. 201899009532, Official Public Records, Guadalupe County, Texas; as amended in
First Amendment to Easement Agreement recorded November 17, 2023, under Document No.
202399028269, Official Public Records, Guadalupe County, Texas.