25-R-020 Pro-Rata Agreement Jen Texas 32, LLCRESOLUTION NO.25 -R-020
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ,
TEXAS AUTHORIZING A PRO-RATA AGREEMENT WITH JEN
TEXAS32,LLC FOR CONSTRUCTION OF A SEWER
LIFT STATION AND ASSOCIATED FORCE MAIN INTHE
CITY OF SCHERTZ, TEXAS, AND RELATED MATTERS IN
CONNECTION THEREWITH.
WHEREAS, the Developer of Saddlebrook is constructing a sewer lift station and
associated force main to serve their development; and
WHEREAS the Developer constructed the sewer lift station and associated force main
with more capacity than is required by the Saddlebrook development; and
WHEREAS, there is a benefit to oversizing the lift station and associated force main
to serve other properties; and
WHEREAS, the City has agreed to acquire a portion of the excess capacity in the
sewer lift station and associated force main; and
WHEREAS, the City Council finds that it is in the best interest of the City to enter
into the Pro-Rata Agreement with the Developer of the Saddlebrook development.
NOW THEREFORE, BE IT RESOLVED, THAT THE CITY COUNCIL OF THE CITY
OF SCHERTZ, TEXAS THAT:
Section 1. The City Council hereby authorizes the City Manager to execute the
agreement generally in the form attached subject to approval of minor changes approved
by the City Attorney as shown on Exhibit "A".
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are
adopted as a part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution are hereby repealed to the extent of such conflict, and
the provisions of this Resolution shall be and remain controlling as to the matters
resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the laws
of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the
application of such provision to other persons and circumstances shall nevertheless be
valid, and the City Council hereby declares that this Resolution would have been
enacted without such invalid provision.
A
Sheila
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� 025.
C
CITY OF SCHERTZ, TEXAS
04i�L-
Ralp�Atie", Mayor
Exhibit A
Pro Rata Agreement
After Recording: Please Return To:
City of Schertz.
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Manager
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE
PRESENTS:
COUNTY OF BEXAR &
PRO-RATA AGREEMENT
SADDLEBROOK
This PRO-RATA AGREEMENT (this "Aacement') is by and between Jen Texas
32, LLC, a Texas limited liability company (the "Owner"), and the CITY OF SCHERTZ,
a Texas municipal corporation (the "City") (sometimes collectively referred to as the
"Parties") and is effective upon the execution of this Agreement by the Owner and the City
(the "Effective Date").
WHEREAS, the Owner is the owner of that certain real property located in the
City of Schertz, Bexar County, Texas, more specifically described on Exhibit "A",
attached hereto and made a part hereof for all purposes (the "Pro e " or "Saddlebrook");
and
WHEREAS, the Owner seeks to develop a residential subdivision on the Property
that requires the construction of certain public improvements: and
WHEREAS, the Owner seeks to construct sewer lines, a sewer lift station and force
main (the "Saddlebrook Lift Station Improvements") to provide sewer service necessary
for the development of the Property; and
WHEREAS, an existing sewer lift station and force main, the Croton Lift Station
(the "Croton Lift Station"), is located near the Property and connects to the CCMA OJR
Regional Water Reclamation Plant (the "Plant"); and
WHEREAS, rights -of -first refusal to capacity (the "Allocated Capacity") in the
Croton Lift Station have been granted to property owners per the Third Agreement
Regarding Sewer Facilities; and
WHEREAS, it was initially understood that the Plant did not have the ability for
an additional sewer force main to connect the Plant; and
WHEREAS, the Owner had designed and constructed the Saddlebrook Lift Station
Improvements to accommodate a portion of the existing and Allocated Capacity flows from
the existing Croton Lift Station (the "Croton Additional Flows") in order to be able to
utilize the existing Croton Lift Station connection to the Plant; and
WHEREAS, the Owner constructed more capacity in the Saddlebrook Lift Station
Improvements than was required to accommodate the Croton Ultimate Flows and
anticipated flows from the development of the Property; and
WHEREAS, the Owner seeks to be reimbursed for a portion of the cost of
designing and constructing the Saddlebrook Lift Station Improvements (the "Saddlebrook
Lift Station Improvement Costs") from landowners seeking to utilize this excess capacity.
NOW THEREFORE, in consideration of the agreements set forth herein and for
other reciprocal good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and stipulated by the Parties, the Owner and the City agree as
follows:
1. Definitions: The following terms and phrases used in this Agreement shall
have the meanings ascribed hereto:
a) "Agreement" means this agreement, including any amendments hereto,
between the City and Developer.
b) "Contractor" shall mean a person, firm, corporation, partnership,
association, or other entity awarded the contact by Developer for the
construction and installation of the Improvements.EDU Sewer Facility
Reimbursement Fee" shall mean the cost per EDU of Pro-rata due to the
Owner for utilizing one of the remaining 2,000 EDUs of capacity in the
Saddlebrook Lift Station.
c) "Excess EDUs of Capacity shall mean the 2,000 EDus of capacity of the
Saddlebrook Lift Station Improvements out of the 2,700 EDUs of total
capacity minus the capacity reserved for the Owner of the Property and the
Croton Ultimate Flows.
d) "Saddlebrook Lift Station Improvement Costs" shall mean the verified
costs to construct the Saddlebrook Lift Station Improvements.
improvements described on Exhibit "B" and Section 3(a) below.
e) "Saddlebrook Lift Station Improvements" shall mean the improvements
described on Exhibit "C" and Section 3 (a) below.
2. Ownership of the Property. The Owner hereby represents and warrants that,
as of the Effective Date, it has not conveyed, assigned, or transferred all or any portion of
its interest in the Property to any other person or entity.
3. Construction of Improvements: Covenants. The Owner and the City
covenant and agree to the following:
a) The Owner is obligated by Section 21.12.10 of the City's Unified
Development Code to construct, or cause to be constructed, sanitary sewer
improvements more particularly described as the Saddlebrook Lift Station
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Improvements shown on the Construction Plans approved June 2, 2023
(the "Construction Plans") and that are included as part of the application
for final plat approval for the subdivision titled Saddlebrook Subdivision
Unit 1 B.
b) The cost of the Saddlebrook Lift Station Improvements is estimated to be
Five Million One Hundred Sixty -Five Thousand Nine Hundred
Thirty -Nine Dollars and Thirty -Five Cents ($5,165,939.35) (the
"Saddlebrook Lift Station Improvements Cost Estimate"), as more
particularly shown on Exhibit "C" attached hereto and made a part hereof
for all purposes. The Owner and the City agree that the amount of the
Saddlebrook Lift Station Improvement Cost Estimate set forth herein is a
commercially reasonable estimate of the cost to complete the
Improvements.
4. Allocation of the Rights to the EDUs in the Saddlebrook Lift Station
Iinorovements. The Parties hereby allocate rights to the EDUs of capacity in the
Saddlebrook Lift Station Improvements, which are proposed to have 2,700 EDUs of
capacity, as follows:
a) The right to utilize up to Seven Hundred (700) EDUs of capacity in the
Saddlebrook Lift Station Improvements is hereby assigned to the Owner
for the Property (the Saddlebrook Subdivision) (the "Saddlebrook
Property EDUs").
b) The Remaining EDUs of Capacity in the Saddlebrook Lift Station
Improvements (the "Excess EDUs of Capacit} "), which are estimated to
be approximately Two Thousand (2,000) EDUs of capacity, are allocated
as follows:
(i) 360 EDUS are allocated to the City of Schertz. Schertz can choose to
allocated these EDUs as they choose.
(ii) 250 EDUs are allocated to the Rumpf/Brady Tract.
(iii) 127 EDUs are allocated to the Carmel Ranch Development.
(iv) 420 EDUs are allocated to the Judah Ranch (Baumann) Tract.
(v) The remaining estimated 843 EDUs of capacity, which actual number
may vary due to usage patterns, shall be available for use by other
property located within the service area of the lift station and within the
City of Schertz on a first -come, first -served basis. Such EDUs of capacity
will be allocated, if available, at the time of preliminary plat approval and
paid prior to recordation of the final plat.
a) Rights Run with the Land. The Parties agree that the allocation right to the
Saddlebrook Property EDUs shall run with title of the Property and shall
not be assignable by the Owner without the prior written consent of the
City.
5. EDU Sewer Facility Reimbursement Fee; A sewer facility reimbursement
fee (the "SFR Fee") of One Thousand Nine Hundred Thirteen Dollars and Thii-ty-One
Cents [$1,913.31) per EDU of capacity in the Saddlebrook Lift Station Improvements,
which number was calculated by dividing the approved cost to construct the Saddlebrook
Lift Station Improvements, as documented in Exhibit L°C" by the estimated Two Thousand
Seven Hundred (2,700) EDUs of capacity in the Saddlebrook Lift Station Improvements,
shall be due and payable upon conveyance of any of the Excess EDUs of Capacity in the
Saddlebrook Lift Station Improvements to a property owner. The Owner is exempt from
paying the SFR Fee for the Saddlebrook Property EDUs.
a) As used in this Section 5, "conveyance" of EDUs of capacity in the
Sewer Facilities shall be deemed to occur upon recordation of a final plat.
(b) The City agrees to use commercially reasonable efforts to collect
the SFR Fees from property owners at the time of conveyance of EDUs of
capacity in the Upgraded Sewer Facilities. Within thirty (30) calendar
days of the City's receipt of SFR Fees associated with the Upgraded
Sewer Facilities, the City shall pay the Owner the amount of the SFR Fees
collected by the City.
6. The City agrees to pay for the 360 EDUs of Capacity within 90 days of
acceptance of the Saddlebrook Lift Station Improvements.
7. Aenroval of Agreement. The City has approved the execution and delivery
of this Agreement pursuant to Section 21.4.15(C.) (2.) of the City's Unified Development
Code, and the Owner represents and warrants that it has taken all necessary action to
authorize its execution and delivery of this Agreement.
8. Governmental Immunity. The City does not waive or relinquish any
immunity or defense on behalf of itself, its officers, employees, Councilmembers, and
agents as a result of the execution of this Agreement and the performance of the covenants
and actions contained herein.
9. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and assigns.
10. Countemarts. This Agreement may be executed in any number of
counterparts with the same effect as if all signatory parties had signed the same document.
All counterparts shall be construed together and shall constitute one and the same
Agreement.
11. Integation. This Agreement is the complete agreement between the Parties
as to the subject matter hereof and cannot be varied except by the written agreement of the
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Owner and the City. The Owner and the City each agrees that there are no oral agreements,
understandings, representations or warranties which are not expressly set forth herein.
12. Notices. Any notice or communication required or permitted hereunder
shall be deemed to be delivered (i) upon receipt, if hand delivered or delivered by express
delivery service or (ii) three (3) days after such notice is deposited in the United States
mail, postage fully prepaid, registered or certified mail return receipt requested, and
addressed to the intended recipient at the address shown herein. Any address for notice
may be changed by written notice delivered as provided herein. All notices hereunder shall
be in writing and served as follows:
to the Owner:
Jen Texas 32, LLC
8023 Vantage Drive, Suite 220
San Antonio, TX 78230
Attention: Trey Marsh
if to the Cite:
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
13. Legal Construction. If any provision in this Agreement is for any reason
unenforceable, to the extent the unenforceability does not destroy the basis of the bargain
among the Parties, such unenforceability will not affect any other provision hereof, and
this Agreement will be construed as if the unenforceable provision had never been a part
of this Agreement. Whenever the context requires, the singular will include the plural and
neuter include the masculine or feminine gender, and vice versa. Article and section
headings in this Agreement are for reference only and are not intended to restrict or define
the text of any section. This Agreement will not be construed more or less favorably
between the Parties by reason of authorship or origin of language.
14. Recitals_ Exhibits. Any recitals in this Agreement are represented by the
Parties hereto to be accurate, constitute a part of the Parties' substantive agreement, and
are fully incorporated herein as matters of contract and not mere recitals. Further, any
exhibits to this Agreement are incorporated herein as matters of contract and not mere
exhibits.
15. No Joint Venture. It is acknowledged and agreed by the Parties that the
terms hereof are not intended to, and shall not be deemed to, create a partnership or joint
venture among the Parties.
16. Choice of Law. This Agreement will be construed under the laws of the
State of Texas without regard to choice -of -law rules of any jurisdiction. Venue shall be in
the State District Courts of Guadalupe County, Texas with respect to any lawsuit arising
out of or construing the terms and provisions of this Agreement. No provision of this
Agreement shall constitute consent by suit by any Party.
[ Signatures and acknowledgments on the following pages ]
6
Signature Page to
Improvement Agreement
This Agreement has been executed by the Parties as of the dates of the
Acknowledgments to be effective as of the Effective Date.
Owner:
Jen Texas 32, LLC
By:
Name:
Title:
Date:
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the
. the
behalf of said limited liability company.
(SEAL)
_ day of , 2025 by
—of Jen Texas 32, LLC, on
Notary Public in and for
The State of Texas
My Commission Expires:
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Signature Page to
Improvement Agreement
This Agreement has been executed by the Parties as of the dates of the
Acknowledgments to be effective as of the Effective Date.
City:
CITY OF SCHERTZ,
a Texas municipal corporation
Name: Steve Williams, its City Manager
Date:
THE STATE OF TEXAS §
COUNTY OF GUADALUPE §
This instrument was acknowledged before me on the day of , 2025 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:
E
EXHIBIT "A"
The Property
EXHIBIT "B"
The Saddleborok Lift Station Improvement Costs
I V13t2DQ3
Jab 1b.-200DD
SADDL.EBROOK $EWER LIFT STATION OM
SANTARYSEWER IMPROVEMENTS
ITEM. DESMPTION Vwf 93TXM fIIfIRf ANOWT
1 L tSW n LS, 1 $ 3419f7742 # 3.1` 99
2 Fbrm Mm L.S. I f 1 s7a,00s 53 s 1,614.02.53
TOTAL C OlI3►RIMW COST
S 4 996 9T0M
E� ftad Lt FM
$ 491*6l.80
LN*Weft
$ 120,ODo.W
TOTAL COFF
$ 5,166,239.35
TOTAL CAPACITY (EOIb)=
2.MG
COST PER Eat!
# I A13.31
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EXHIBIT "C"
The Saddlebrook Lift Station Improvements
J See attached /
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