24-R-123 Authorizing Roadway Capital Recovery Offset agreements with CSLC at Interstate 10, LLCRESOLUTION NO.24-R-123
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING ROADWAY CAPITAL RECOVERY
OFFSET AGREEMENTS WITH C5LC AT INTERSTATE 10, LLC and
MERITAGE HOMES OF TEXAS, LLC FOR ROADWAY IMPACT FEE
CREDITS FOR THE EXTENSION OF SYSTEM ROADWAYS AND
OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, C5LC at Interstate 10, LLC is the developer of the C5LC at I-10 project
generally at IH-10 and Loop 1604; and
WHEREAS, Meritage Homes of Texas, LLC is the developer of the Carmel Ranch
single family residential subdivision; and
WHEREAS, the Developers intend to construct public roadways that are system
facilities; and
WHEREAS, in accordance with Ordinance 18-M-13 Roadway Capital Recovery Fees
and as amended, the City shall offset the reasonable value of system facilities through an offset
agreement.
WHEREAS, the Parties wish to amend and correct the Wastewater CCN Transfer
Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS THAT:
Section 1. The City Council hereby authorizes the City Manager to enter into roadway
offset agreements with C5LC at Interstate 10, LLC and Meritage Homes of Texas, LLC,
as generally as attached hereto as Exhibit "A" and Exhibit "B".
Section 2. The recitals contained in the preamble hereof are hereby found to be true, and
such recitals are hereby made a part of this Resolution for all purposes and are adopted as
a part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any
provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved
herein.
Section 4. This Resolution shall be construed and enforced in accordance with the laws
of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this Resolution and the
application of such provision to other persons and circumstances shall nevertheless be
valid, and the City Council hereby declares that this Resolution would have been enacted
without such invalid provision.
Section 6. It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Chapter 551, Texas Government Code, as
amended.
Section 7. This Resolution shall be in force and effect from and after its final passage,
and it is so resolved.
PASSED AND ADOPTED, this H day of -J 4.
CITY OF SF
TEXAS
Ralp G Herr ,Mayor
ATT T 9
Sheila Edmondson, City Secretary
Exhibit "A"
THE STATE OF TEXAS §
BEXAR COUNTY §
CORES LOGISTICS CENTER AT INTERSTATE 14
ROADWAY CAPITAL RECOVERY OFFSET AGREEMENT
This agreement ("AGREEMENT") is made by and between the City of Schertz, (hereinafter
"CITY") a Texas Home Rule municipality and C5LC AT INTERSTATE 10. LLC (hereinafter
"DEVELOPER") a Limited Partnership created under the laws of Texas, collectively, the
"PARTIES".
RECITALS
WHEREAS, pursuant to City of Schertz Code of Municipal Ordinances Chapter 78, Article VII,
the City of Schertz has adopted Roadway Capital Recovery Fees (sometimes hereinafter referred
to as "capital recovery fee"); and,
WHEREAS, pursuant to City of Schertz Code of Municipal Ordinances Section 78-178, where,
in order to serve new development, a developer is required to construct, contribute to, or dedicate,
a capital improvement or facility expansion identified in the capital improvements plan the CITY
and DEVELOPER may enter into this AGREEMENT whereby the developer is: (1) credited for
the reasonable and necessary costs of the capital improvement or facility expansion against the
impact fees otherwise due from the new development; or (2) reimbursed for all or a portion of the
reasonable and necessary costs of the capital improvement or facility expansion from impact fees
as received from other new developments that use the capital improvement or facility expansion;
and,
WHEREAS, CITY and DEVELOPER desire to enter into an agreement in order to memorialize
Roadway construction obligations and Roadway Capital Recovery Fee Credits achieved by the
Developer for reasonable and necessary cost of the capital improvement or facility expansion it
incurred.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the PARTIES hereto, intending to be legally bound,
hereby agree as follows:
Article I.
PROJECT DESCRIPTION
Schertz Roadway Capital Recovery Offset Agreement
A. Project. The project is The Core5,Logistics Center at Interstate 10.
B. Location. The project is located at the northwest corner of IB-10zand Scenic Lake
Drive. as more precisely described in Exhibit "A ".
Article II.
ROADWAY CAPITAL RECOVERY FEES
A. Roadway Capital Recovery Fees. The Roadway Capital Recovery Fees for the project are
currently assessed at $2,386.93 per service unit based on the anticipated plat filing date.
Article III.
CAPITAL IMPROVEMENT PLAN IMPROVEMENTS MADE BY DEVELOPER
A. Rough Proportionality. The PARTIES acknowledge that as provided in Texas Local
Government Code Section 212.904, the CITY may require DEVELOPER to contribute a
portion of the costs =of municipal infrastructure improvements by the making of dedications,
the payment of fees, or the payment of construction costs (collectively the "Infrastructure -
Costs"), provided DEVELOPER'S portion of Infrastructure Costs do not exceed the
amount required for infrastructure improvements that are roughly proportionate to the
PROJECT impact (the "Proportionate Costs").
Article IV.
ROADWAY CAPITAL RECOVERY FEE OFFSET CREDIT
A. Roadway Capital Recovery Fee Offset Credit Calculation.
i. The total number of service unit equivalents of capacity supplied by the system
facilities contributed by the DEVELOPER within the City of Schertz is estimated to be
697_service units._Additionally, the developer is constructinfacilities that directly
connect. but are outside of the City and add approximately 368 more service units of
ca?acitr ,that benefit the City. The road sections that the Developer is z3o n to_construct
per this aereement are depicted in Exhibit `W
ii. The estimated number of vehicle miles of demand can vary significantly depending on
the actual land use type mix developed but could be as high as 6,543 vehicle -miles. ,
iii. Given that the estimated number of service units being supplied by the system facilities
contributed by the DEVELOPER is likely to be roughly equal to the number of vehicle
miles being added to the system, the likely mix and size of land uses to be developed
and the Developer's desire for clarify as to costs, the CITY and the DEVELOPER agree
Schertz Roadway Capital Recovery Offset Agreement
that no roadway impact fees shall be due from the development within the Project and
no excess offsets shall be reimbursed by the CITY.
Article V.
MISCELLANEOUS
The following miscellaneous provisions are made part of this AGREEMENT:
1. CITY and DEVELOPER acknowledge that the Prior Agreement is hereby replaced
in its entirety by this Agreement.
2. Additional Instruments. CITY and DEVELOPER agree and covenant to cooperate,
negotiate in good faith, and to execute such other and further instruments and
documents as may be reasonably required to fulfill the public purposes provided
for and included within this AGREEMENT.
3. Amendments. This AGREEMENT constitutes the entire understanding and
agreement of the parties as to the matters set forth in this AGREEMENT. No
alteration of or amendment to this AGREEMENT shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the
alteration or amendment.
4. Applicable Law and Venue. This AGREEMENT shall be governed by and
construed in accordance with the laws of the State of Texas, and all obligations of
the parties created hereunder are performable in Guadalupe County, Texas. Venue
for any action arising under this AGREEMENT shall lie in the state district courts
of Guadalupe County, Texas.
5. Assignment. The DEVELOPER may assign this AGREEMENT with the CITY's
consent (such consent not to be unreasonably conditioned, withheld or delayed, but
in no event shall the offsets provided for in the AGREEMENT be transferred to
any development not subject to the plat associated with such offsets.
6. Binding Obligation. This AGREEMENT shall become a binding obligation on the
signatories upon execution by all signatories hereto. The CITY warrants and
represents that the individual executing this AGREEMENT on behalf of the CITY
has full authority to execute this AGREEMENT and bind the CITY to the same.
DEVELOPER warrants and represents that the individual executing this
AGREEMENT on its behalf has full authority to execute this AGREEMENT and
bind it to the same.
Schertz Roadway Capital Recovery Offset Agreement
7. Counterparts, This AGREEMENT may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one and
the same document.
S. Construction. The PARTIES acknowledge that the PARTIES and their counsel
have reviewed and revised the AGREEMENT and that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the AGREEMENT.
9. Enforcement. The City Attorney or his or her designee may enforce all legal rights
and obligations under this AGREEMENT without further authorization.
DEVELOPER shall provide to the City Attorney all documents and records that the
City Attorney requests to assist in determining DEVELOPER'S compliance with
this AGREEMENT.
10. Entire Agreement. This AGREEMENT constitutes the entire agreement between
the Parties with respect to the subject matter covered in this AGREEMENT. There
is no other collateral oral or written agreement between the Parties that, in any
manner, relates to the subject matter of this AGREEMENT, except as provided for
in any Exhibits attached hereto or duly approved amendments to this
AGREEMENT, as approved by the City Council of the City of Schertz, Texas.
11. Execution of AGREEMENT.
a) City Council has authorized the City Manager to execute this
AGREEMENT on behalf of the CITY, as evidenced by Resolution [23-R-
XXXX], dated XXXXXXXX XX, 2022.3
b) Linda Booker is authorized to execute this AGREEMENT on of the
Developer.
12. Exhibits and Attachments. All Exhibits and Attachments referenced in this
AGREEMENT are attached hereto and incorporated herein for all purposes.
13. Force Majeure. It is expressly understood and agreed by the parties to this
AGREEMENT that if the performance of any obligations hereunder is delayed by
reason of war, civil commotion, acts of God, inclement weather, fire or other
casualty, or court injunction, inability to obtain labor or materials or reasonable
substitutes therefore, governmental restrictions, governmental regulations,
governmental controls, governmental action, delay in issuance of permits or
approvals (including, without limitation, fire marshal approvals), enemy or hostile
governmental action, civil commotion, fire or other casualty, and other causes
Schertz Roadway Capital Recovery Offset Agreement
beyond the reasonable control of the obligated party and delays caused by the other
party, the party so obligated or permitted shall be excused from doing or performing
the same during such period of delay, so that the time period applicable to such
obligation or requirement shall be extended for a period of time equal to the period
such party was delayed.
14. Gender. The gender of the wording throughout this AGREEMENT shall always
be interpreted to mean either sex, and where the context requires, the plural of any
word shall include the singular.
15. Governmental Records. All invoices, records and other documents required for
submission to the CITY pursuant to the terms of this AGREEMENT are
Governmental Records for the purposes of Texas Penal Code Section 37.10.
16. Immunities and defenses.
a) By entering into this AGREEMENT, the PARTIES do not waive, and shall not
be deemed to have waived, any rights, immunities, or defenses either may have,
including the defense of parties, and nothing contained herein shall ever be
construed as a waiver of sovereign, statutory or official immunity by the CITY
with such rights being expressly reserved to the fullest extent authorized by law
and to the same extent which existed prior to the execution hereof.
b) No employee of CITY, or any councilmember or agent of CITY, shall be
personally responsible for any liability arising under or growing out of this
AGREEMENT.
17. Mutual Assistance. CITY and DEVELOPER will do all things reasonably
necessary or appropriate to carry out the terms and provisions of this
AGREEMENT and to aid and assist each other in carrying out such terms and
provisions.
18. Notices. Any notice, statement and/or communication required and/or permitted to
be delivered hereunder shall be in writing and shall be mailed by first-class mail,
postage prepaid, or delivered by hand, by messenger, by facsimile, or by reputable
overnight carrier, and shall be deemed delivered when received at the addresses of
the Parties set forth below, or at such other address furnished in writing to the other
Parties thereto:
DEVELOPER: C5LC AT INTERSTATE 10, LLC
Attn: Linda Booker
1230 Peachtree Street, NE Suite 3560
Atlanta, GA 30309
Schertz Roadway Capital Recovery Offset Agreement
WITH COPY TO LEGAL COUNSEL:
XXXX
XXXX
XXXX
City: City Manager
City of Schertz
1400 Schertz Parkway
Schertz, TX 78154
Phone: (210) 619-1000
Fax: (210) 619-1029
WITH COPY TO: Denton Navarro Rocha Bernal & Zech
A Professional Corporation
Attn. T. Daniel Santee
2517 N. Main Avenue
San Antonio, Texas 78212
Phone: (210) 227-3243
Fax: (210) 225-4481
19. Ordinance Applicability. The signatories hereto shall be subject to all ordinances
of the CITY, whether now existing or in the future arising provided however no
ordinance shall reduce or diminish the contractual obligations contained herein.
This AGREEMENT shall confer no vested rights on the PROJECT unless
specifically enumerated herein.
20. Severability. In the event any provision of this AGREEMENT is illegal, invalid, or
unenforceable under the present or future laws, then, and in that event, it is the
intention of the PARTIES hereto that the remainder of this AGREEMENT shall
not be affected thereby, and it is also the intention of the Parties to this
AGREEMENT that in lieu of each clause or provision that is found to be illegal,
invalid, or unenforceable a provision be added to this AGREEMENT which is
legal, valid and enforceability and is a similar in terms as possible to the provision
found to be illegal, invalid or unenforceable.
21. Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the PARTIES, as well as any rights and benefits of the PARTIES,
pertaining to a period of time following the termination of this AGREEMENT shall
survive termination.
Schertz Roadway Capital Recovery Offset Agreement
[Page Ends Here — Signature Pages Follow]
Schertz Roadway Capital Recovery Offset Agreement
EXECUTED in duplicate originals to be effective as of the date of the last signature below.
DEVELOPER:
C5LC at Interstate 10, LLC
Name:
Title: Authorized Signatory
Date:
The State of Texas
County of Bexar
This instrument was acknowledged before me on the day of , 2023
by __ the _ of C5LC at Interstate 10, LLC, on behalf
of said limited liability company,
(Personalized Sea])
Schertz Roadway Capital Recovery Offset Agreement
Notary Public's Signature
CITY:
CITY OF SCHERTZ, TEXAS,
MIA
Date:
ATTEST:
Schertz Roadway Capital Recovery Offset Agreement
Exhibit "A"
The Property
Sehertz Roadway Capital Recovery Offset Agreement
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Exhibit `B"
Developer Constructed Roads
Schertz Roadway Capital Recovery Offset Agreement
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Exhibit "B"
THE STATE OF TEXAS §
GUADALUPE COUNTY §
ROADWAY CAPITAL RECOVERY OFFSET AGREEMENT
This Roadway Capital Recovery Offset Agreement (this "AGREEMENT") is made
by and between the City of Schertz (hereinafter "CITY"), a Texas Home Rule municipality
and Meritage Homes of Texas, LLC (hereinafter "DEVELOPER"), a Texas limited
liability company created under the laws of Texas, collectively, the "PARTIES".
RECITALS
WHEREAS, pursuant to City of Schertz Code of Municipal Ordinances Chapter
78, Article VII, the City of Schertz has adopted Roadway Capital Recovery Fees
(sometimes hereinafter referred to as "capital recovery fee"); and,
WHEREAS, pursuant to City of Schertz Code of Municipal Ordinances Section
78-178, where, in order to serve new development, a developer is required to construct,
contribute to, or dedicate, capital improvement or facility expansion identified in the capital
improvements plan, the CITY and DEVELOPER may enter into this AGREEMENT
whereby the developer is: (1) credited for the reasonable and necessary costs of the capital
improvement or facility expansion against the impact fees otherwise due from the new
development; or (2) reimbursed for all or a portion of the reasonable and necessary costs
of the capital improvement or facility expansion from impact fees as received from other
new developments that use the capital improvement or facility expansion; and,
WHEREAS, CITY and DEVELOPER desire to enter into this AGREEMENT in
order to memorialize Roadway Capital Recovery Fee Credits (sometimes hereinafter
referred to as the "Credits") achieved by DEVELOPER for reasonable and necessary
costs of the capital improvement or facility expansion it incurred.
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and agreements contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the PARTIES hereto,
intending to be legally bound, hereby agree as follows:
Article I.
PROJECT DESCRIPTION
A. Project. The project is the Carmel Ranch master planned community.
B. Location. The project is located at the intersection of Lower Seguin Road and Carmel
Ranch, as more particularly described in Exhibit A (the "Project").
Article II.
ROADWAY CAPITAL RECOVERY FEES
A. Roadway Capital Recovery Fees. The Roadway Capital Recovery Fees for the project
are currently assessed as $1,061.26 per service unit. This assessment is based on the
calculations set out in Exhibit B, to this AGREEMENT.
Article III.
CAPITAL IMPROVEMENT PLAN IMPROVEMENTS MADE BY DEVELOPER
A. Rough Proportionality. The PARTIES acknowledge that as provided in Texas Local
Government Code Section 212.904, the CITY may require DEVELOPER to contribute a
portion of the costs of municipal infrastructure improvements by the making of dedications,
the payment of fees, or the payment of construction costs (collectively the "Infrastructure
Costs"), provided DEVELOPER'S portion of the Infrastructure Costs do not exceed the
amount required for infrastructure improvements that are roughly proportionate to the
impact of the project.
Article IV.
ROADWAY CAPITAL RECOVERY FEE OFFSET CREDIT
A. Roadway Capital Recovery Fee Offset Credit Calculation. As shown on Exhibit C, to
this AGREEMENT, the PARTIES agree to the following:
i. The total number of service unit equivalents of capacity supplied by the system facility
contributed by the DEVELOPER is estimated to be 448 service units.
ii. The Roadway Capital Recovery Fee Offset Credit that DEVELOPER is eligible to
receive is 448 service units calculated at 133 Lots eligible for Credit.
iii. The Roadway Capital Recovery Fee Offset Credits that the DEVELOPER shall receive
may be used to offset the roadway impact fees due in the Carmel Ranch Subdivision. The
City shall assign Credits the final plat is filed in accordance with this AGREEMENT.
iv. DEVELOPER shall receive the Roadway Capital Recovery Fee Offset Credit upon
completion of the public improvements shown on Exhibit D; and the City's acceptance of
same for public maintenance in accordance with the terms of applicable provisions of the
City's Code of Ordinances.
Article V.
REIMBURSEMENT OF EXCESS OFFSETS
A. DEVELOPER may apply for reimbursement of excess offsets following either
completion of all development subject to the plat with which the excess offsets are
associated or after ten (10) years following execution of this AGREEMENT.
i. The DEVELOPER must apply for reimbursement within six months following
either:
a. Completion of the Project development subject to the plat with which the excess
offsets are associated; or
b. Ten years after the date of execution of this AGREEMENT.
ii. The excess reimbursement shall be enforced in accordance with the following terms:
a. The excess offset amount to be reimbursed shall be equal to the number of excess
offsets (expressed as a number of service units) multiplied by a fraction equal to the capital
recovery fee per service unit to be collected, as set forth herein in effect on the date of
execution of this AGREEMENT, divided by the maximum assessable capital recovery fee
per service unit, as set forth in the capital recovery plan, established in accordance with the
City of Schertz Code of Municipal Ordinances Chapter 78, Article VII, in effect on the
date of execution of this AGREEMENT;
b. The amount to be reimbursed for excess offsets may be fiuther equitably reduced,
if fewer than 50 percent of the number of service units in the plat with which the system
facility giving rise to the excess offset have been developed on the date of application for
excess offsets;
c. Repayment of excess offsets shall be made within five years from the date of
execution of a reimbursement agreement between the PARTIES hereto pertaining to the
applicable excess offsets from roadway capital recovery fees collected within the same
roadway service area in which the property in question is located, subject to the availability
of such funds;
d. Termination or reduction of the CITY's authority under state law to impose
capital recovery fees for roadway facilities shall terminate or correspondingly reduce any
obligation of the CITY to make payments under this AGREEMENT or any reimbursement
agreement; and
e. In converting the excess offsets from service unit equivalents to a dollar value,
the number of service unit equivalents shall be multiplied by the value of a service unit
expressed in dollars using the rates in effect at the time this AGREEMENT was executed.
B. Execution of an excess offset reimbursement agreement with respect to a plat as
provided for in above pursuant to City of Schertz Code of Municipal Ordinances Section
78-178 shall automatically terminate any excess offsets associated with that plat pursuant
to this AGREEMENT. Any new development within the area subject to such plat shall pay
roadway capital recovery fees then in effect under said Municipal Ordinance.
Article VI.
MISCELLANEOUS
The following miscellaneous provisions are made part of this AGREEMENT:
1. Additional Instruments. CITY and DEVELOPER agree and covenant to cooperate,
negotiate in good faith, and to execute such other and further instruments and documents
as may be reasonably required to fulfill the public purposes provided for and included
within this AGREEMENT.
2. Amendments. This AGREEMENT constitutes the entire understanding and agreement
of the PARTIES as to the matters set forth in this AGREEMENT. No alteration of or
amendment to this AGREEMENT shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or amendment.
3. Applicable Law and Venue. This AGREEMENT shall be governed by and construed in
accordance with the laws of the State of Texas, and all obligations of the PARTIES created
hereunder are performable in Guadalupe County, Texas. Venue for any action arising under
this AGREEMENT shall lie in the state district courts of Guadalupe County, Texas.
4. Assignment. The DEVELOPER may assign this AGREEMENT with the CITY's
consent {such consent not to be unreasonably conditioned, withheld or delayed, but in no
event shall the offsets provided for in the AGREEMENT be transferred to any development
not subject to the plat associated with such offsets.
5. Binding Obligation. This AGREEMENT shall become a binding obligation on the
signatories upon execution by all signatories hereto. The CITY warrants and represents
that the individual executing this AGREEMENT on behalf of the CITY has full authority
to execute this AGREEMENT and bind the CITY to the same. DEVELOPER warrants and
represents that the individual executing this AGREEMENT on its behalf has full authority
to execute this AGREEMENT and bind it to the same.
6. Counterparts. This AGREEMENT may be executed in one or more counterparts, each
of which shall be deemed an original and all of which shall constitute one and the same
document.
7. Construction. The PARTIES acknowledge that the PARTIES and their counsel have
reviewed and revised the AGREEMENT and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting parry shall not be
employed in the interpretation of the AGREEMENT.
8. Enforcement. The City Attorney or his or her designee may enforce all legal rights and
obligations under this AGREEMENT without further authorization. DEVELOPER shall
provide to the City Attorney all documents and records that the City Attorney requests to
assist in determining DEVELOPER'S compliance with this AGREEMENT.
9. Entire Agreement. This AGREEMENT constitutes the entire agreement between the
PARTIES with respect to the subject matter covered in this AGREEMENT. There is no
other collateral oral or written agreement between the PARTIES that, in any manner,
relates to the subject matter of this AGREEMENT, except as provided for in any Exhibits
attached hereto or duly approved amendments to this AGREEMENT, as approved by the
City Council of the City of Schertz, Texas.
10. Execution of AGREEMENT.
a) City Council has authorized the City Manager to execute this AGREEMENT on behalf
of the CITY, as evidenced by Resolution 24-R-123, dated 171 September, 2024.
b) Brian Otto is authorized to execute this AGREEMENT on Developer's behalf, as
evidenced by Company Resolution, dated and attached hereto as Exhibit
F.
11. Exhibits and Attachments. All Exhibits and Attachments referenced in this
AGREEMENT are attached hereto and incorporated herein for all purposes.
12. Force Majeure. It is expressly understood and agreed by the PARTIES to this
AGREEMENT that if the performance of any obligations hereunder is delayed by reason
of war, civil commotion, acts of God, inclement weather, fire or other casualty, or court
injunction, inability to obtain labor or materials or reasonable substitutes therefore,
governmental restrictions, governmental regulations, governmental controls, governmental
action, delay in issuance of permits or approvals (including, without limitation, fire marshal
approvals), enemy or hostile governmental action, civil commotion, fire or other casualty,
and other causes beyond the reasonable control of the obligated party and delays caused by
the other parry, the party so obligated or permitted shall be excused from doing or
performing the same during such period of delay, so that the time period applicable to such
obligation or requirement shall be extended for a period of time equal to the period
such party was delayed.
13. Gender. The gender of the wording throughout this AGREEMENT shall always be
interpreted to mean either sex, and where the context requires, the plural of any word shall
include the singular.
14. 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.
15. Immunities and defenses.
a) By entering into this AGREEMENT, the PARTIES do not waive, and shall not be
deemed to have waived, any rights, immunities, or defenses either may have, including the
defense of the PARTIES, and nothing contained herein shall ever be construed as a waiver
of sovereign, statutory or official immunity by the CITY with such rights being expressly
reserved to the fullest extent authorized by law and to the same extent which existed prior
to the execution hereof.
b) No employee of CITY, or any councilmember or agent of CITY, shall be personally
responsible for any liability arising under or growing out of this AGREEMENT.
16. Mutual Assistance. CITY and DEVELOPER will do all things reasonably necessary or
appropriate to carry out the terms and provisions of this AGREEMENT and to aid and
assist each other in carrying out such terms and provisions.
17. Notices. Any notice, statement and/or communication required and/or permitted to be
delivered hereunder shall be in writing and shall be mailed by first-class mail, postage
prepaid, or delivered by hand, by messenger, by facsimile, or by reputable overnight
carrier, and shall be deemed delivered when received at the addresses of the PARTIES set
forth below, or at such other address furnished in writing to the other PARTIES thereto:
If to Developer:
Meritage Homes of Texas, LLC
2722 Bitters Road, Suite 200
San Antonio, TX 78248
Attention: Tonda Alexander
With Copy to:
Meritage Homes of Texas, LLC
18655 North Claret Drive, Suite 400
Scottsdale, AZ 85255
Attention: Jay Berryman
If to the Citv:
City of Schertz
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Manager
With copy to:
Denton Navarro Rocha Bernal & Zech, P.C.
2517 N. Main Avenue
San Antonio, Texas 78212
Attention: T. Daniel Santee
18. Ordinance Applicability. The signatories hereto shall be subject to all ordinances of
CITY, whether now existing or in the future arising provided however no ordinance shall
reduce or diminish the contractual obligations contained herein. This AGREEMENT shall
confer no vested rights on the Project unless specifically enumerated herein.
19. Severability. In the event any provision of this AGREEMENT is illegal, invalid, or
unenforceable under the present or future laws, then, and in that event, it is the intention of
the PARTIES hereto that the remainder of this AGREEMENT shall not be affected
thereby, and it is also the intention of the PARTIES to this AGREEMENT that in lieu of
each clause or provision that is found to be illegal, invalid, or unenforceable a provision be
added to this AGREEMENT which is legal, valid and enforceability and is a similar in
terms as possible to the provision found to be illegal, invalid or unenforceable.
20. 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.
EXECUTED in duplicate originals to be effective as of the date of the last signature below
(the "Effective Date").
Sb,mature Paye to
Roadwa% Capital Recovery Offset Agreement
This Roadway Capital Recovery Offset Agreement has been executed by the
PARTIES as of the dates of the Acknowledgments to be effective as of the Effective
Date.
Owner:
MERITAGE HOMES OF TEXAS, LLC,
a Texas limited liability company
By:
Name: Brian Otto
Title: Vice President of Land
Acquisition and Development
Date:
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of , 2024
by Gordon V. Hartman, the President of Scrappy Development, LLC, on behalf of
said limited liability company.
(SEAL)
Notary Public in and for
The State of Texas
My Commission Expires:
Signature Pa ue to
Roadwav Capital Recovery Offset Agreement
This Roadway Capital Recovery Offset Agreement has been executed by the
PARTIES as of the dates of the Acknowledgments to be effective as of the Effective
Date.
Cam:
CITY OF SCHERTZ,
a Texas municipal corporation
By:
Name: Steve Williams, City Manager
Date:
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
This instrument was acknowledged before me on the day of , 2024 by
Steve Williams, City Manager of the City of Schertz, Texas, a Texas municipal
corporation, on behalf of said City.
(SEAL)
Notary Public in and for
The State of Texas
My Commission Expires:
EXHIBIT "A"
Roadway Capital Recover►• Offset Agreement
Project
EXHIBIT "B"
Roadway Capital Recovery Offset Agreement
Roadway Capital Recovery Fees Calculation
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EXHIBIT "C"
Roadway_ Capital. Recovery Offset Agreement
Roadway Capital Recovery Fee Offset Credit Calculation
Carmel Ranch Roadway Impact Estimate
�ervice Area 3
127 Single Family Lots
Road construction of LowerSeguin Road and Carmel Ranch (Residential Collector)
Traffic Contributed
127 Single Family Lots
3.37 vehicle miles per development unit
127 x 3.37 = 428 vehicle miles of traffic
Total estimated traffic contributed to the system is 428 vehicle miles
Capacity added via road construction
Lower Seguin Road Secondary Arterial 4 lanes Divided Arterial 675 vehicle miles per lane mile
Carmel Ranch Residential Collector 2 Lanes Residential Collector 500 vehicle miles per lane
mile
675 vehicle miles per lane mile equal 0.1278 vehicle miles per lane foot (VMPLF)
500vehicle miles per lane mile equal 0.0947 vehicle miles per lane foot (VMPLF)
LSR 2 lanes x 880' =1,500 lane feet x 0.1278 VMPLF = 204 vehicle miles of capacity created
CR 2 lanes x 1310' = 2,620lane feet x 0.0947 VMPLF = 248 vehicle miles of capacity created
204+ 334 = 538 vehicle miles of capacity created
448 vehicle miles of capacity created vs 428 vehicle miles of traffic added to the system
Providing 20 excess vehicle miles of capacity which equates to 4.6% more capacity than traffic
EXHIBIT "D"
Roadway Capital Recover•►• Offset A-,reement
Depiction of Lower Seguin Road and Carmel Ranch
EXHIBIT `'F"
Roadway Capital Recove - Offset A reement
Developer Resolution