AGENDA TUESDAY, MAY 3, 2016 AT 6:00 P.M.216.45.71.196/Weblink/1/edoc/309673/05-03-2016 Agenda...05-03-2016 City Council Agenda Page - 2 - Fleet – Mechanic 1, Augustus Jamerson Animal

City Council Agenda

REGULAR SESSION CITY COUNCIL

May 3, 2016, 6:00 P.M.

HAL BALDWIN MUNICIPAL COMPLEX COUNCIL CHAMBERS

1400 SCHERTZ PARKWAY BUILDING #4

SCHERTZ, TEXAS 78154

COMMUNITY.SERVICE.OPPORTUNITY

05-03-2016 Council Agenda

Policy Values

Safe Community

Essential Services

High Quality of Life

Attractive Community

Economic Prosperity

Fiscally Sustainable

AGENDA

TUESDAY, MAY 3, 2016 AT 6:00 P.M.

Call to Order – City Council Regular Session

Opening Prayer and Pledges of Allegiance to the Flags of the United States and State of Texas.

(Mayor Pro-Tem Edwards)

City Events and Announcements

Announcements of upcoming City Events (B. James/D. Wait/S. Gonzalez)

Announcements and recognitions by City Manager (J. Kessel)

Proclamations:

National Preservation Month (Mayor/D. Weirtz)

Motorcycle Safety Awareness month (Mayor/R. Meinhardt)

Presentations:

Presentation regarding the Historical Preservation Committee events and the unveiling of the

Sebastian Schertz Portrait. (B. James/D. Weirtz)

New Employee Recognition

Planning and Community Development – Planner 1 Channary Gould & Planner 1 Emily

Grobe

Billing Office – Utility Billing Clerk LaShawn Dickens

EMS –Paramedic Cody Callen, Paramedic Bryan Salge, Part Time Paramedic Michael Rice

& Alexander Thrasher

05-03-2016 City Council Agenda Page - 2 -

Fleet – Mechanic 1, Augustus Jamerson

Animal Services – Part Time Kennel Tech, Tabatha Paynter

Hearing of Residents

This time is set aside for any person who wishes to address the City Council. Each person should

fill out the speaker’s register prior to the meeting. Presentations should be limited to no more than

3 minutes.

All remarks shall be addressed to the Council as a body, and not to any individual member

thereof. Any person making personal, impertinent, or slanderous remarks while addressing the

Council may be requested to leave the meeting.

Discussion by the Council of any item not on the agenda shall be limited to statements of specific

factual information given in response to any inquiry, a recitation of existing policy in response to an

inquiry, and/or a proposal to place the item on a future agenda. The presiding officer, during the

Hearing of Residents portion of the agenda, will call on those persons who have signed up to speak

in the order they have registered.

Consent Agenda Items

The Consent Agenda is considered self-explanatory and will be enacted by the Council with one

motion. There will be no separate discussion of these items unless they are removed from the

Consent Agenda upon the request of the Mayor or a Councilmember.

1. Minutes – Consideration and/or action regarding the approval of the minutes of the Regular

Meeting of April 26, 2016. (J. Kessel/B. Dennis)

2. Ordinance No. 16-C-09 – Consideration and/or action approving an Ordinance amending

the Schertz Code of Ordinance Chapter 18, Buildings and Building Regulations, Article 1,

In General, Section 18 Inspections. Final Reading (B. James/L. Wood/G. Durant)

Discussion and Action Items

3. Resolution No. 16-R-33 - Consideration and/or action approving a Resolution authorizing

the program and expenditures of the City of Schertz Economic Development Corporation as

provided for in the Construction Agreement with KMAC Construction Services, Inc. for the

demolition and revegetation of 1300 Schertz Parkway. (J. Kessel/K. Kinateder)

4. Resolution No. 16-R-34 - Consideration and/or action approving a Resolution authorizing

Amendment No. 1 to the Development Agreement among the City of Schertz, Texas, The

City of Schertz Economic Development Corporation, and GE Oil & Gas Inc. (J. Kessel/K.

Kinateder)

5. Ordinance No. 16-A-10 – Conduct a Public Hearing and consideration and/or action

approving an Ordinance by the City Council of the City of Schertz, Texas, providing for the

extension of the boundary lines of the City of Schertz, Texas by the annexation of

approximately 4.138 acres of land located in the William Bracken Survey No. 74, Abstract PH


No. 43, Bexar County No. 5056, and the W. S. Bennett Survey No. 75, Abstract No. 61,

Bexar County No. 5057, located all in Bexar County approximately 3,000 feet east of the

intersection of FM 1518 and Ray Corbett Drive. First Reading (B. James/L. Wood/B. Cox)

6. Ordinance No. 16-S-11 – Conduct a Public Hearing and consideration and/or action

approving an Ordinance by the City Council of the City of Schertz, Texas regarding a

request to zone approximately 4.138 acres of land to Public Use District (PUB). The

property is more specifically described as a portion of the William Bracken Survey No. 74,

Abstract No. 43, Bexar County No. 5056, and the W.S. Bennett Survey No. 75, Abstract No.

61, Bexar County No. 5057, located all in Bexar County; located approximately 3,000 feet

east of the intersection of FM 1518 and Ray Corbett Drive. First Reading (B. James/L.

Wood/B. Cox)

7. Ordinance No. 16-S-12 – Conduct a Public Hearing and consideration and/or action

approving an Ordinance by the City Council of the City of Schertz, Texas on a request to

rezone approximately 2.76 acres of land in the Verde Enterprise Business Park Planned Unit

Development (PUD) Ordinance 07-S-14A to Planned Development District (PDD). The

property is specifically Lot 1, Block 9 of the Verde Enterprise Business Park Unit 2 and is

located at 17145 IH-35N in the City of Schertz, Guadalupe County, Texas. First Reading

(B. James/L. Wood/B. Cox)

Roll Call Vote Confirmation

Requests and Announcements

8. Announcements by City Manager

Citizen Kudos

Recognition of City employee actions

New Departmental initiatives

9. Future Agenda Item Request for City Council: This is an opportunity for City Council

members to request that items be placed on a future agenda. No discussion of the merits of

the item may be taken at this time. Should a Council Member oppose placement of the

requested item on a future agenda, the Mayor, without allowing discussion, shall ask for the

consensus of the other City Council members to place or not place the item on a future

agenda.

10. Announcements by Mayor and Councilmembers

City and community events attended and to be attended

City Council Committee and Liaison Assignments (see assignments below)

Continuing education events attended and to be attended

Recognition of actions by City employees

Recognition of actions by community volunteers

PH

PH


11. Information available in City Council Packets - NO DISCUSSION TO OCCUR

Schertz Economic Development Corporation

2015 Tax Year reimbursement per City’s Development Agreement with

Amazon.com.kydc.

Adjournment

CERTIFICATION

I, BRENDA DENNIS, CITY SECRETARY OF THE CITY OF SCHERTZ, TEXAS, DO HEREBY

CERTIFY THAT THE ABOVE AGENDA WAS PREPARED AND POSTED ON THE OFFICIAL

BULLETIN BOARDS ON THIS THE 29th DAY OF APRIL, 2016 AT 1:30 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.

Brenda Dennis Brenda Dennis, City Secretary

I CERTIFY THAT THE ATTACHED NOTICE AND AGENDA OF ITEMS TO BE

CONSIDERED BY THE CITY COUNCIL WAS REMOVED BY ME FROM THE

OFFICIAL BULLETIN BOARD ON _____DAY OF _______________, 2016.

____________________________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 210-619-1030.

The City Council for the City of Schertz reserves the right to adjourn into executive 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.

Executive Sessions Authorized: This agenda has been reviewed and approved by the City’s legal

counsel and the presence of any subject in any Executive 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.


COUNCIL COMMITTEE AND LIAISON ASSIGNMENTS

Mayor Carpenter Audit Committee

Interview Committee for Boards and Commissions

Investment Advisory Committee

TIRZ II Board

Councilmember Fowler – Place 1 Interview Committee for Boards and Commissions

Schertz Housing Board Liaison

Randolph Joint Land Use Study (JLUS) Executive

Committee

Schertz Seguin Local Government Corporation

Councilmember Azzoz – Place 2 Animal Control Advisory Committee

Sweetheart Advisory Committee

Councilmember John – Place 3

Lone Star Rail District

Mayor Pro-Tem Edwards – Place 4

Audit Committee

Hal Baldwin Scholarship Committee

Interview Committee for Boards and Commissions

Cibolo Valley Local Government Corporation

Councilmember Thompson Place 5

Audit Committee

Investment Advisory Committee

Agenda No. 1

CITY COUNCIL MEMORANDUM

City Council Meeting: May 3, 2016

Department: City Secretary

Subject: Minutes

BACKGROUND

The City Council held a Regular Meeting on April 26, 2016.

FISCAL IMPACT

None

RECOMMENDATION

Staff recommends Council approve the minutes of the Regular Meeting of April 26, 2016.

ATTACHMENTS

Minutes –Regular Meeting of April 26, 2016.

04-26-2016 Minutes Page - 1 -

MINUTES

REGULAR MEETING

April 26, 2016

A Regular Meeting was held by the Schertz City Council of the City of Schertz, Texas, on April 26,

2016, at 6:00 p.m., in the Hal Baldwin Municipal Complex Council Chambers, 1400 Schertz

Parkway, Building #4, Schertz, Texas. The following members present to-wit:

Mayor Michael Carpenter Mayor Pro-Tem Cedric Edwards

Councilmember Jim Fowler Councilmember Grumpy Azzoz

Councilmember Daryl John Councilmember Robin Thompson

Staff Present: Executive Director Brian James

Executive Director Dudley Wait City Attorney Charlie Zech

City Secretary Brenda Dennis Assistant to the City Manager Sarah Gonzalez

Call to Order – City Council Regular Session

Mayor Carpenter called the meeting to order at 6:00 p.m.

Opening Prayer and Pledges of Allegiance to the Flags of the United States and State of Texas.

(Mayor Carpenter)

Mayor Carpenter provided the opening prayer followed by the pledges of allegiance to the flags of the

United States and the State of Texas.

Mayor Carpenter recognized Boy Scouts Riley Hayden and Blake Dixon from Troop 51 who were in

the audience this evening.

City Events and Announcements

Announcements of upcoming City Events (B. James/D. Wait/S. Gonzalez)

Mayor Carpenter recognized Executive Director Brian James who provided the following

announcements:

Thursday, April 28, Wounded Warriors Luncheon, hosted by Yellow Cab/Greater

San Antonio Transportation, 9600 IH 35 North, 11:30 a.m.

Friday, April 29, Sam Willoughby’s Retirement Lunch and Social, Schertz Civic

Center, 12:00 – 2:00 p.m.

Friday, April 29, 7th

Annual Knock Out Child Abuse Bowl-a-Thon, Fiesta Lanes,

10202 Huisache Ave, New Braunfels, 5:30 p.m.

SAVE THE DATE:

Thursday, May 5, Schertz Sweetheart Coronation, Civic Center, 5:45 p.m.

Thursday, May 12, Northeast Partnership Luncheon, Olympia Hills Golf Club,

11:30 a.m.

Sunday, May 15, Schertz EMS Golf Tournament, Olympia Hills Golf Club,

04-26-2016 Minutes Page - 2 -

Registration begins at 7:30 a.m.

Tuesday, May 17, The Chamber Luncheon, Schertz Civic Center, 11:30 a.m.

Tuesday, May 17, Council On The Go, Norma J. Paschal Elementary Cafeteria,

590 Savannah Drive; the meeting starts at 6:30 p.m.

Sunday, May 22, Annual EMS Banquet and Casino Night, Schertz Civic Center,

5:30-9:00 p.m.

Monday, May 23, Grumpy’s Mexican Café Operation Comfort Fundraiser, 18817 FM

2252, 11:00 a.m. – 2:00 p.m., BBQ Barbecue Chicken & Brisket lunch plate $10.00,

100% of proceeds go to Operation Comfort.

Announcements and recognitions by City Manager (J. Kessel)

Mayor Carpenter recognized City Manager John Kessel who stated he wanted to recognize

Police Officer Rudy Pena. Mr. Kessel stated that they received a letter from the State of

Minnesota Department of Corrections/Special Investigations expressing their appreciation to

Officer Pena for his essential role in the apprehension of a Minnesota fugitive. Mr. Kessel

passed the letter around to Councilmembers.

Mr. Kessel stated that he doesn’t know if we received the official final word, but he knows

there are members of the Bond Committee who are in the audience this evening and wanted to

take the opportunity to mention the FM 1518 Bond Project. This is a project that the voters, on

the recommendation of the Bond Committee, approved $5 Million dollars of City of Schertz

money to act as seed money. We then worked with TxDOT. TxDOT committed an additional

$5 Million to that project bringing the total to $10 Million and then TxDOT applied to the

MPO for a grant of an additional $9.5 Million. That grant was approved and now we are a

Tier 1 project. The City of Schertz has invested $5 Million dollars and we will have $19.5

Million that will be going towards that project. Mr. Kessel stated that they have been recently

working with TxDOT to see what we can do to move forward. We are now an official project

with some significant funding and they are also aware of our need to move to a phase 2 and do

the engineering and environmental portion as if we had additional funding so that we can keep

that project moving forward. Mr. Kessel stated that they had a vote yesterday afternoon and

he spoke with TxDOT yesterday morning and they were confident that the only thing that

could change on the vote was the timing of when it would happen with the MPO funding. He

stated he did not get a final word on the outcome of the vote but they were confident that it

would happen. This is a big deal for us moving forward and a great use of city money.

Presentations:

Check presentation to CTRC regarding proceeds from the 2016 Wilenchik Walk/Run. (J.

Kessel/L. Klepper/M. Spence)

Mayor Carpenter recognized Events Manager Mary Spence who provided a brief Power Point

presentation stating that the Wilenchik Walk is in honor and memory of Former

Councilmember Tony Wilenchik. Ms. Spence gave special thanks to our volunteers

including: City staff, Boy Scout Troop 51, students at the School of the Americas, Schertz

Sweethearts, residents John and Alayna DuBois, Joy Graham from the YMCA, and Citizens

on Patrol. Special thanks was also given to our major sponsor, HEB.

04-26-2016 Minutes Page - 3 -

Ms. Spence stated that tonight we have a check in the amount of $10,480.08 to present to the

Cancer Therapy & Research Center (CTRC). Ms. Spence introduced Ms. Vicki Shapiro, with

the Sarcoma Group who accepted the check on CTRC’s behalf. Ms. Spence stated that

donations this year were up 15% from last year. Ms. Spence stated that total donations to date

were $160,761.89. Ms. Shapiro thanked the City for hosting the event and for the donations

they have provided over the years.

Presentation awards regarding the 2016 Wilenchik Walk/Run. (J. Kessel/L. Klepper/M.

Spence.

Mayor Carpenter recognized Events Manager Mary Spence who stated that tonight awards for

best t-shirt design, most funds raised and the winners of the 5K run will be presented. The

following awards were presented:

1st Place Team Best T-Shirt Design Team Tatum – Captain Katie Gunn

1st: Most Funds raised by a Team Team American Bank & Trust, $503.00

2nd

: Most Funds raised by a Team Team Tatum - $435.00

1st Place Men (Run) Daniel Arias

2nd

Place Men (Run) Keith Ferguson

3rd

Place Men (Run) Henry Langislene

1st Place Women (Run) Donna Thompson

2nd

Place Woman (Run) Jeanette Munoz

3rd

Place Women (Run) Tyler Agnew (Clark)

Mayor Carpenter stated this was great work on putting this event on and $160,761.89 is a lot of

money and it was all done out of love of the volunteers. He thanked everyone.

Mayor Carpenter stated that he would like to move the agenda around for a special presentation this

evening that Councilmember Flower would like to provide and moved to agenda item 7.

7. Announcements by Mayor and Councilmembers

City and community events attended and to be attended

City Council Committee and Liaison Assignments (see assignments below)

Continuing education events attended and to be attended

Recognition of actions by City employees

Recognition of actions by community volunteers

Mayor Carpenter recognized Councilmember Fowler who came forward providing an update

and thanks to all those who participated in the Aviation Heights clean-up this past weekend.

Councilmember Fowler read the following:

We had an awesome event Saturday and Sunday (Photos were showing as he was providing

this information).

04-26-2016 Minutes Page - 4 -

With many people volunteering, the project exceeded our expectations, but the success of this

project did not lie in the hands of a few, but on the hands of the many volunteers. These

volunteers came from homeowners, from businesses such as Subaru Auto, The Chamber of

Commerce, the City of Schertz employees, Bexar Waste, members of the United Methodist

Church Faith and Action Group, the United Methodist Confirmation Class and the Love

Where you Live group, which is made up of five churches: United Methodist Church, First

Baptist Church Schertz, Cibolo Valley Baptist Church, Northeast Bible, and many other

smaller church groups that wanted to share in this event.

The guiding principle of all the faith groups is basically showing the love of Christ through

loving our neighbors as ourselves, and doing what is the right thing to do. Lives were

changed. Neighbors transformed old landmarks, which were replaced with new landmarks.

Some thought no one cared for them while others thought they had won the lottery and others

were truly deeply thankful by the work that was done. One example was, Mr. Fowler showed

an old dirty T-shirt that was given to him because that was all that the resident could give and

he insisted that he take it. I will never forget the deep impact we had on this combat veteran

with a prosthetic leg.

I don’t know how many roll-off containers of trash and old furniture was collected or how

many tree limbs were run through the chipper, or how many yards were cleaned up or just

how many curb trash pickups were made. There was an impact on people’s lives that could

not afford to dispose of or repair these things.

No one group could accomplish all the tasks that we did this last weekend. It took a request

from the Historical Society to the City of Schertz who invited Love Where You Live, of

which the United Methodist Church is a member, volunteering and combining Love Where

You Live with their Faith and Action annual event, which began planning and coordinating

and getting the word out to businesses. The end results were nine major projects

accomplished, more than 20 smaller projects completed and many trash and limbs chipped,

compacted, or hauled away.

One last thing, a special thanks to Environmental Health Manager Jessie Hamilton from the

Marshal Services office who did a lot of leg work overseeing the needs of this past weekend.

Without him it would not have ran as smoothly. Mr. Fowler left us with these thoughts;

remember sometimes there will be a neighbor with the need, maybe your neighbor, and

someday you might even be that neighbor.

Someone asked him how he felt about the effects of seeing these projects completed. He said

he felt pride but at the same time he felt like thanking the lord saying “you guys did well”. He

thought of the bible verse “Well done you good and faithful servant”. You have done what I

wanted you to do and that is to show my love to your neighbors.”

Councilmember Fowler stated that the dirty T-shirt that was given to him has a combat vet

emblem on it, and again, that man said that was all he could give. Councilmember Fowler

showed the T-shirt to the group. Many other people were just as impacted for all the work that

was done.

04-26-2016 Minutes Page - 5 -

Mayor Carpenter stated that Mr. Fowler inspired us all, him and all his volunteers. Mayor

Carpenter, Councilmembers and the audience gave a standing ovation to Councilmember

Fowler on the success of this event and a job well done.

Mayor Carpenter recognized Mayor Pro-Tem Edwards who congratulated Councilmember

Fowler for the successful cleanup event stating that the spirit that is embodied in this

community is absolutely contagious and it is also attributed to the leadership as well.

Mayor Pro-Tem Edwards also stated that on Friday, April 22, 2106 the Lions Club hosted

their Casino Night and raised over $17,000. They raise the money to give back to the

community in providing scholarships for summer camps and the Schertz-Cibolo Educational

Foundation.

Mayor Carpenter recognized Councilmember Azzoz who also commended Councilmember

Fowler for his leadership and the success of the Aviation Heights project this weekend.

Councilmember Azzoz also mentioned the upcoming fundraiser for Operation Comfort event

on Monday, May 23, 2016. Councilmember Azzoz provided information as to how the funds

are used for our disabled veterans.

Mayor Carpenter recognized Councilmember John who echoed the sentiments from Council

and thanked Councilmember Fowler.

Mayor Carpenter recognized Councilmember Thompson who also echoed the sentiments and

complimented Councilmember Fowler and all members of the community and city employees

who participated. He stated that he would like to see this as an annual event on our calendar.

Councilmember Thompson also thanked the Bond Committee for their efforts in the success

of the FM 1518 project.

Mayor Carpenter expressed his gratitude to Councilmember Flower and all those that

participated in the clean-up this weekend.

Mayor Carpenter stated that he had one more announcement. Mayor Carpenter stated that today is

City Manager John Kessel’s 50th

Birthday; all those in attendance sang happy birthday. Mayor

Carpenter recessed the regular meeting at 6:36 p.m., for a break and asked those in attendance to join

them in the back as we celebrate Mr. Kessel’s birthday with a cake.

Mayor Carpenter reconvened the meeting at 6:56 p.m.

Hearing of Residents

Mayor Carpenter recognized the following who spoke:

Ms. Maggie Titterington, The Chamber President who came forward providing photos of

the recent Aviation Heights Clean-up project this past weekend. Ms. Titterington also

provided information on upcoming events. Ms. Titterington expressed her comments on

the recent information regarding the funding of FM 1518 project from TxDOT and

receiving the grant from MPO.

04-26-2016 Minutes Page - 6 -

Ms. Gail Douglas, 11536 Ware Seguin Road, Chair of the Library Foundation who came

forward providing information on an upcoming Schertz Library Foundation fundraiser.

She stated that the Library will be hosting a mini golf course in the Library. They will be

closing the Library for two days on June 10-11, 2016. All proceeds will go to E-books;

she stated that she still has three sponsorship holes available. They are also taking silent

auction items and will be hosting a silent auction event.

Workshop

Discussion of Special Called Council Retreats. (Item requested by Councilmember

Thompson)

Mayor Carpenter recognized Councilmember Thompson who stated that the workshops are

foundational to all the work we end up doing with the Council. The ability to interact with

staff, with some of the personality testing and leadership styles that we do to make us a team

for success is important.

He feels we owe it to our citizens and staff for the work that they do that all Council be

present if possible. He stated that previously we had these retreats on Fridays and had good

attendance from the Council and then we moved them to Thursday thinking that would help.

He stated that his observation was that at the last retreat we had the lowest turnout of

Councilmembers since he has been here and as a result he suggested that the workshops be

moved back to Fridays. Historically this has worked best for the Council and he would like to

hear input from the other Councilmembers.

Mayor Carpenter recognized Mayor Pro-Tem Edwards who stated that Thursdays are

normally his end of the month and end of week and that Fridays work better for him and he

can manage his day and is in agreement to move them back to Friday. He stated that we also

need an extra day for staff as they always meet prior to them meeting. He would like to get

input from the other Councilmembers as well.

Mayor Carpenter recognized Councilmember John who stated that he is good with Fridays.

Mayor Carpenter recognized Councilmember Fowler who stated that we moved the

workshops to Thursdays to accommodate Councilmember Azzoz as he was tied up on Fridays

and asked him if there was any way he could rearrange his schedule to be available on

Fridays. Councilmember Azzoz stated that he will do his best and we all can’t promise things

and he doesn’t know what may happen in his life from day to day but he is ok with whatever

changes the Council wants to meke; going back to Friday is fine.

Mayor Carpenter stated that this item is on for discussion and that as he hears no decent we

will move them back to Fridays.

Mayor Carpenter recognized City Manager John Kessel who stated what he would

recommend, and we have already booked our retreat for November with the facilitator, if we

do want to do these on a Friday, then he needs to change that reservation this week. What he

has heard is a consensus to move them back to Fridays. If we want to move them to Fridays

04-26-2016 Minutes Page - 7 -

he needs to know tonight. This is not an action item and he would come back at the next

meeting with an amended calendar, but if he is misunderstanding that, then he would ask for

more discussion to make sure that he fully understands and knows what to tell our consultant.

Mayor Carpenter recognized Councilmember Thompson who stated that would it be

beneficial if we were to raise it in such a way that our preference is to move back to Fridays if

the facilitator is available, and if not to make those active starting next year. Mr. Kessel stated

that he is fine with that if Council wishes us to go back to Fridays then he will visit with them.

Mayor Carpenter recognized Councilmember Fowler who reminded Council that we are going

to have at least four (4) new Councilmembers later this year and this is a good way to start

them off. He stated that it is a good idea to move the retreat meetings to Fridays.

Mayor Carpenter stated that it sounds like a consensus if nothing else and Mr. Kessel can

move forward with this information. Mr. Kessel stated that for the record we would move the

team building retreat to December 2nd

which is a Friday and we would have them on Fridays

thereafter. Mayor Carpenter stated it sounds correct. Mayor Carpenter stated that if there are

any concerns to please get with Mr. Kessel individually.

Consent Agenda Items

1. Minutes – Consideration and/or action regarding the approval of the minutes of the Regular

Meeting of April 12, 2016. (J. Kessel/B. Dennis)

2. Ordinance No. 16-D-06 – Consideration and/or action approving an Ordinance providing that

the Code of Ordinances of the City of Schertz, Texas be amended by revising Chapter 86,

Section 86-41, Stop Intersections – Designated regarding the installation of a stop sign at the

intersection of Tractor Pass and Planters Pass. Final Reading (B. James/K. Woodlee/D.

Letbetter)

The following was read into record:

ORDINANCE NO. 16-D-06

AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS

PROVIDING THAT THE CODE OF ORDINANCES OF THE CITY OF SCHERTZ,

TEXAS, BE AMENDED BY REVISING SECTION 86-41, STOP INTERSECTIONS-

DESIGNATED; AND PROVIDING AN EFFECTIVE DATE.

3. Boards, Commissions and Committee Member Resignations and Appointments –

Consideration and/or action ratifying the resignation of Mr. Howson Lau of the Library

Advisory Board and the Committee of Committees effective May 3, 2016, and ratifying the

appointment of Alternate 1 Ms. Shonale Burke as Regular member and ratifying the

appointment of Alternate 2 Rebecca Scheffler to Alternate 1.

Mayor Carpenter recognized Councilmember Thompson who moved, seconded by

Councilmember Fowler to approve the consent agenda items 1-3. The vote was unanimous

with Mayor Pro-Tem Edwards, Councilmembers Fowler, Azzoz, John and Thompson

voting for and no one voting no. Motion passed.

04-26-2016 Minutes Page - 8 -

Discussion and Action Items

4. Ordinance No. 16-C-09 – Conduct a Public Hearing and consideration and/or action

approving an Ordinance amending the Schertz Code of Ordinance Chapter 18, Buildings and

Building Regulations, Article 1, In General, Section 18 Inspections. First Reading (B.

James/L. Wood/G. Durant)

The following was read into record:

ORDINANCE NO. 16-C-09


AMENDING THE CODE OF ORDINANCES OF THE CITY OF SCHERTZ

CHAPTER 18, BUILDINGS AND BUILDING REGULATIONS, ARTICLE II

INTERNATIONAL BUILDING CODE, SECTION 18-41 AMENDMENTS AND

ARTICLE III INTERNATIONAL RESIDENTIAL CODE FOR ONE AND TWO

FAMILY DWELLINGS, SECTION 18-61 AMENDMENTS.

Mayor Carpenter recognized Executive Director Brian James who stated staff has determined

a need to revise the current building codes with regard to inspections. The current building

code requires an engineer to seal some aspects of plans – foundations, wind bracing, structural

elements, etc. The proposed amendment to the building code allows the engineer of record

who sealed those plans to inspect that aspect of the building in-lieu-of staff. The engineer

must provide advance notice and certify that it was constructed per the approved plans which

they sealed. The building inspections department can require additional documentation to

ensure the project was constructed per the approved plans and code. Mr. James stated that

they would come back to council at a later date to let them know how this is going as well as

how the fences and shed are doing.

Mayor Carpenter opened the public hearing and as no one else spoke, Mayor Carpenter closed

the public hearing for Council comments.

Mayor Carpenter recognized Mayor Pro-Tem Edwards who stated that he would like to make

a comment that this actually prevents a lot of overlapping and this is a smart move and it is

more efficient.

Mayor Carpenter recognized Councilmember Azzoz who asked Mr. James for clarification

that the proposed amendment to the building code would allow the engineer of record who

sealed those plans to inspect that aspect of the building in lieu of staff. Mr. James concurred

that whichever part of the plans the engineer seals they have the ability to do that.

Councilmember Azzoz also stated that this is a good change and very friendly for our city.

Mayor Carpenter recognized Councilmember Azzoz who moved, seconded by Mayor Pro-

Tem Edwards to approve Ordinance No. 16-C-09, first reading. The vote was unanimous

with Mayor Pro-Tem Edwards, Councilmembers Fowler, Azzoz, John and Thompson

voting for and no one voting no. Motion passed.


PH

04-26-2016 Minutes Page - 9 -

Mayor Carpenter recognized City Secretary Brenda Dennis who provided the roll call votes for

agenda items 1-4.

Requests and Announcements

5. Announcements by City Manager

Citizen Kudos

Recognition of City employee actions

New Departmental initiatives

No further announcements were provided.

6. Future Agenda Item Request for City Council: This is an opportunity for City Council

members to request that items be placed on a future agenda. No discussion of the merits of

the item may be taken at this time. Should a Council Member oppose placement of the

requested item on a future agenda, the Mayor, without allowing discussion, shall ask for the

consensus of the other City Council members to place or not place the item on a future

agenda.

Mayor Carpenter recognized Councilmember Azzoz who would like staff to provide an

update on the Animal Adoption Center. Mr. James stated that he would have staff provide an

update in the next few weeks as next week’s agenda is fairly large. Mayor Carpenter stated

that at staff’s convenience, they should provide this information.

Mayor Carpenter recognized Mayor Pro-Tem Edwards who stated that we decided to talk

about the ability of the Lions Club being able to place their signs up and he stated the Lions

Club would be willing to pay for those. He would like an updated status report. Mr. James

stated that he will also do an update on that as well.

Mr. James stated that there is a correction on the date of the mini-golf course event at the

Library. It is actually the 10th

and 11th

of June. (Correction was made above under the Hearing

of Residents section).

8. Information available in City Council Packets - NO DISCUSSION TO OCCUR

Information regarding Inter-connectivity between Pollo Tropical, Wendy’s,

Whataburger and Valero) ( Information requested by Mayor Pro-Tem Edwards)

Mayor Carpenter, for the record, made note of the above item stating that this was information

to Council in their packets and it is also available for those to view on our website.

Executive Session

Mayor Carpenter recessed the regular meeting into executive session at 7:17 p.m.

04-26-2016 Minutes Page - 10 -

9. City Council will meet in closed session under section 551.071 of the Texas Government

Code, Consultation with Attorney, regarding three Texas Tax Code Section 312 Tax

Abatement Agreements between the City of Schertz and the following companies:

CST Diamond, L.P.

Corridor Hotel II, Ltd

Verde Tri-County Ltd

Reconvene into Regular Session

Mayor Carpenter reconvened into regular session at 7:53 p.m.

9a. Take any necessary action based on discussions held in closed session under Agenda Item

number 9.

Mayor Carpenter recognized Councilmember Azzoz who moved, seconded by

Councilmember John to allow staff to close out CST Diamond, L.P. and Verde Tri-County

Ltd. The vote was unanimous with Mayor Pro-Tem Edwards, Councilmembers Fowler,

Azzoz, John and Thompson voting for and no one voting no. Motion passed.


Mayor Carpenter recognized City Secretary Brenda Dennis who provided the roll call votes for

agenda item 9a.

Adjournment

Mayor Carpenter adjourned the meeting at 7:54 p.m.

________________________________

Michael Carpenter, Mayor

ATTEST:

__________________________________

Brenda Dennis, City Secretary

Agenda No. 2 CITY COUNCIL MEMORANDUM


Department: Development Services

Subject: Ordinance No. 16-C-09 – Consideration

and/or action approving an Ordinance

amending the Schertz Code of

Ordinances Chapter 18, Buildings and

Building Regulations, Article 1,

Inspections by Engineer of Record. Final

Reading (B. James)

BACKGROUND

Goal

Staff has determined a need to revise the current building codes with regard to inspections. The

current building code requires an engineer to seal some aspects of plans – foundations, wind

bracing, structural elements, etc. The proposed amendment to the building code allows the

engineer of record who sealed those plans to inspect that aspect of the building in-lieu-of staff.

The engineer must provide advance notice and certify that it was constructed per the approved

plans which they sealed. The building inspections department can require additional

documentation to ensure the project was constructed per the approved plans and code.

City Council approved this on first reading at their meeting of April 26, 2016.

Community Benefit

Improve the efficiency of the City’s permitting and inspection process.

Summary of Recommended Action

Staff recommends approval of the proposed change to allow the engineer of record to conduct

the inspection on element of the building for which they provided sealed plans.

RECOMMENDATION

Approval of Ordinance 16-C-09.

ATTACHMENT

Ordinance No. 16-C-09

1

ORDINANCE NO. 16-C-09


AMENDING THE CODE OF ORDINANCES OF THE CITY OF SCHERTZ

CHAPTER 18, BUILDINGS AND BUILDING REGULATIONS, ARTICLE II

INTERNATIONAL BUILDING CODE, SECTION 18-41 AMENDMENTS AND

ARTICLE III INTERNATIONAL RESIDENTIAL CODE FOR ONE AND TWO

FAMILY DWELLINGS, SECTION 18-61 AMENDMENTS.

WHEREAS, the Texas Local Governmental Code empowers the cities to enact building codes and

regulations and provide for their administration, enforcement, and amendment; and

WHEREAS, the regulation of building and building construction by the City of Schertz (the

“City”) is necessary to protect the public health and welfare; and

WHEREAS, the City Council of the City desires to protect the safety and welfare of the citizens of

the City through regulation of construction activities in the City; and

WHEREAS, the City has recently updated the building codes by adopting the international codes and

local amendments; and

WHEREAS, City Staff has continued to evaluate the need for local amendments related to

inspections requirements; and

WHEREAS, the City Council has determined that local amendments with regard to

inspections, as set forth herein, is in the best interests of the City.

NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF

SCHERTZ, TEXAS:

Section 1 Amendments.

Chapter 18, “Buildings and Building Regulations”, Article II, “International Building Code”,

Section 18-41, is hereby amended to add:

A110.7 Inspection by Engineer of Record. The Engineer of Record may conduct required

inspections in-lieu-of the building official unless precluded by State Law. Prior to issuance of

a permit, the Engineer of Record must notify in writing the building official which

inspections he will be conducted. The building official may require such documentation as he

deems necessary, including assigned sealed letter by the Engineer of Record indicating the

construction was per the approved plans and all applicable code requirements. The building

official may require any additional documentation as he deems necessary and may also

require notice at least 24 hours prior to the inspections.

2

Chapter 18, “Buildings and Building Regulations”, Article III, “International Residential Code

for One and Two Family Dwellings”, Section 18-61, is hereby amended to add:

R109.5 Inspection by Engineer of Record. The Engineer of Record may conduct required

inspections in-lieu-of the building official unless precluded by State Law. Prior to issuance of a

permit, the Engineer of Record must notify in writing the building official which inspections he will

be conducted. The building official may require such documentation as he deems necessary,

including assigned sealed letter by the Engineer of Record indicating the construction was per the

approved plans and all applicable code requirements. The building official may require any

additional documentation as he deems necessary and may also require notice at least 24 hours prior

to the inspections.

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 Ordinance for all purposes and are adopted as a part of the

judgment and findings of the Council.

Section 3. All ordinances and codes, or parts thereof, which are in conflict or inconsistent with any

provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of

this Ordinance shall be and remain controlling as to the matters resolved herein.

Section 4. That all rights and privileges of the City are expressly saved as to any and all violations

of the provision of any ordinances repealed by this ordinance which have accrued at the time of the

effective date of this Ordinances; and, as to such accrued violation and all pending litigation, both

civil and criminal, whether pending in court or not, under such Ordinances, same shall not be affected

by this Ordinance but may be prosecuted until final disposition by the courts.

Section 5. If any provision of this Ordinance or the application thereof to any person or circumstance

shall be held to be invalid, the remainder of this Ordinance and the application of such provision to

other persons and circumstances shall nevertheless be valid, and the City hereby declares that this

Ordinance would have been enacted without such invalid provision.

Section 6. It is officially found, determined, and declared that the meeting at which this Ordinance

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 Ordinance, was given, all as required

by Chapter 551, as amended, Texas Government Code.

Section 8. This Ordinance shall be effective upon the date of final adoption hereof and any

publication required by law.

PASSED ON FIRST READING, the 3rd

day of May, 2016.

PASSED, APPROVED and ADOPTED ON SECOND READING, the 10th

day of May, 2016.

CITY OF SCHERTZ, TEXAS

3

___________________________________________

Mayor, Michael R. Carpenter

ATTEST:

_____________________________________

City Secretary,

Brenda Dennis

(CITY SEAL)

Agenda No. 3

MEMORANDUM


Department: Economic Development

Subject: Resolution No. 16-R-33 -

Construction Agreement with

KMAC Construction Services, Inc.

for 1300 Schertz Parkway

BACKGROUND

Goal: To hire a contractor for the demolition and revegetation of 1300 Schertz Parkway.

History: The City of Schertz Economic Development Corporation (“SEDC”), through

Resolution No. 15-R-52, purchased the property located at 1300 Schertz Parkway. The

property is located adjacent to the City Municipal Complex where SEDC staff currently

offices. The property has been deemed not suitable for office space and will need to be

redeveloped. At the November 19, 2015 SEDC Board Meeting, Ford Engineering was

selected to create engineering plans for the demolition and revegetation of the property.

Construction Agreement: Using the engineering plans, SEDC Staff developed a scope

of work for the Construction Agreement and sought multiple bids from area contractors.

Staff recommends KMAC Construction Services, Inc. (“KMAC”) be selected for the

Construction Agreement. KMAC was the lowest bidder and has experience in the City of

Schertz with similar projects. As part of the Construction Agreement KMAC will oversee

the proper asbestos abatement and removal, demolition and repair of an existing fence,

and the revegetation of the site. In addition to the Construction Agreement staff

recommends that the SEDC Board hire a third party asbestos removal monitoring firm to

ensure that required procedures are followed.

FISCAL IMPACT

The Construction Agreement with KMAC is for $29,957.00. Staff recommends that

approximately 20% contingency be added for the recommended asbestos removal

monitoring and potential change orders that might arise. The total of $36,000 will be

funded by transferring funds from the SEDC Land Purchase line item as approved in the

FY 2015-16 budget.

SEDC BOARD OF DIRECTORS RECOMMENDATION

The SEDC Board of Directors met on April 28th

at their regular board meeting to

consider, discuss and act on the City of Schertz Economic Development Corporation

Construction Agreement with KMAC Construction Services, Inc. A motion was made by

Roy Richard Seconded by Paul Macaluso to: Approve the construction agreement and

recommend authorization of expenditures of $36,000. The motion passed unanimously.

STAFF RECOMMENDATION

Staff recommends that the SEDC Board authorize the Construction Agreement with

KMAC and recommend approval by the City Council to authorize $36,000.

ATTACHMENT(S)

Resolution No. 16-R-33

City of Schertz Economic Development Corporation (“SEDC”) Construction Agreement

RESOLUTION NO. 16-R-33

A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF

SCHERTZ, TEXAS AUTHORIZING EXPENDITURES TO FUND A

CONSTRUCTION AGREEMENT BETWEEN THE CITY OF SCHERTZ

ECONOMIC DEVELOPMENT CORPORATION (“SEDC”), AND KMAC

CONSTRUCTION SERVICES, INC., AND OTHER MATTERS IN

CONNECTION THEREWITH

WHEREAS, by Resolution 15-R-52 the SEDC purchased the improved property located

at 1300 Schertz Parkway; and

WHEREAS, on April 28, 2016 at the regular monthly meeting the SEDC approved the

City of Schertz Economic Development Corporation Construction Agreement (the “Construction

Agreement”) with KMAC Construction Services, Inc. as set forth in Exhibit A, subject to the

City Council’s authorization of expenditures; and

WHEREAS, the SEDC has recommended that the City Council approve the expenditures

for in the Construction Agreement; and

WHEREAS, Section 501.073 of the Act requires that the corporation’s authorizing unit

will approve all programs and expenditures of a corporation; and

NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF

SCHERTZ, TEXAS:

Section 1. The City Council hereby authorizes the expenditures provided for in the

Construction Agreement with KMAC Construction Services, Inc. as set forth on Exhibit A.

Section 1. 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 2. 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 3. This Resolution shall be construed and enforced in accordance with the

laws of the State of Texas and the United States of America.

Section 4. 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 5. 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 6. 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 ___________, 2016.


Mayor

ATTEST:

City Secretary

(CITY SEAL)

EXHIBIT A

CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION (“SEDC”)

Construction Agreement

1300 Schertz Parkway Demolition CA - 1

CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION (“SEDC”)

CONSTRUCTION AGREEMENT

THE STATE OF TEXAS § § GUADALUPE COUNTY § This Construction Agreement (“Agreement”) is made and entered by and between the City of Schertz Economic Development Corporation, (the “SEDC”) a Texas non-profit industrial development corporation, and KMAC Construction Services, Inc. (“Contractor”). Section 1. Duration This Agreement shall become effective upon the date of the final signature affixed hereto and shall remain in effect until satisfactory completion of the Scope of Work unless terminated as provided for in this Agreement. Section 2. Scope of Work (A) Contractor shall perform the Work as more particularly described in the Scope of Work

attached hereto as Exhibit “A”. The work as described in the Scope of Work constitutes the “Project”.

(B) The Quality of Work provided under this Agreement shall be of the level of quality

performed by Contractors regularly rendering this type of service.

(C) The Contractor shall perform its Work for the Project in compliance with all statutory, regulatory and contractual requirements now or hereafter in effect as may be applicable to the rights and obligations set forth in the Agreement.

(D) The Contractor may rely upon the accuracy of reports and surveys provided to it by the SEDC

except when defects should have been apparent to a reasonably competent Contractor or when it has actual notice of any defects in the reports and surveys.

Section 3. Compensation (A) The Contractor shall be paid in the manner set forth in Exhibit “A” and as provided herein. (B) Billing Period. The Contractor may submit an invoice for payment upon completion of the

described tasks. Payment is due within thirty (30) days of the SEDC’s receipt of the Contractor’s invoice.

(C) Reimbursable Expenses. Any and all reimbursable expenses related to the Project shall be

included in the Scope of Work (Exhibit A) and accounted for in the total contract amount.


Section 4. Time of Completion The prompt completion of the Work under the Scope of Work is critical to the SEDC. Unnecessary delays in providing Work under a Scope of Work shall be grounds for dismissal of the Contractor and termination of this Agreement without any or further liability to the SEDC other than a prorated payment for necessary, timely, and conforming work done by Contractor prior to the time of termination. The Project shall be completed for inspection and acceptance by the SEDC within 60 calendar days from issuance of the Notice to Proceed. Section 5. Insurance Before commencing work under this Agreement, Contractor shall obtain and maintain the liability insurance provided for in the attached Exhibit B throughout the term of the Project plus an additional two years.

In addition to the insurance provided for in Exhibit B, Contractor shall maintain the following limits and types of insurance: Workers Compensation Insurance: Contractor shall carry and maintain during the term of this Agreement, workers compensation and employers liability insurance meeting the requirements of the State of Texas on all the Contractor’s employees carrying out the work involved in this contract. General Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, general liability insurance on a per occurrence basis with limits of liability not less than $1,000,000 for each occurrence and for fire damage. For Bodily Injury and Property Damage, coverage shall be no less than $1,000,000. As a minimum, coverage for Premises, Operations, Products and Completed Operations shall be $2,000,000. This coverage shall protect the public or any person from injury or property damages sustained by reason of the Contractor or its employees carrying out the work involved in this Agreement. The general aggregate shall be no less than $2,000,000. Automobile Liability Insurance: Contractor shall carry and maintain during the term of this Agreement, automobile liability insurance with either a combined limit of at least $1,000,000 per occurrence for bodily injury and property damage or split limits of at least $1,000,000 for bodily injury per person per occurrence and $1,000,000 for property damage per occurrence. Coverage shall include all owned, hired, and non-owned motor vehicles used in the performance of this contract by the Contractor or its employees. Subcontractor: In the case of any work sublet, the Contractor shall require subcontractor and independent contractors working under the direction of either the Contractor or a subcontractor to carry and maintain the same workers compensation and liability insurance required of the Contractor. Qualifying Insurance: The insurance required by this Agreement shall be written by non-assessable insurance company licensed to do business in the State of Texas and currently rated "B+" or better by the A.M. Best Companies. All policies shall be written on a “per occurrence basis” and not a “claims made” form.


Evidence of such insurance shall be attached as Exhibit “C”. Section 6. Miscellaneous Provisions (A) Subletting. The Contractor shall not sublet or transfer any portion of the work under this

Agreement or any Scope of Work issued pursuant to this Agreement unless specifically approved in writing by the SEDC, which approval shall not be unreasonably withheld. Subcontractors shall comply with all provisions of this Agreement and the applicable Scope of Work. The approval or acquiescence of the SEDC in the subletting of any work shall not relieve the Contractor of any responsibility for work done by such subcontractor.

(B) Compliance with Laws. The Contractor shall comply with all federal, state and local laws,

statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative, or regulatory bodies in any matter affecting the performance of this Agreement, including, without limitation, worker’s compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish the SEDC with satisfactory proof of compliance.

(C) Independent Contractor. Contractor acknowledges that Contractor is an independent

contractor of the SEDC and is not an employee, agent, official or representative of the SEDC. Contractor shall not represent, either expressly or through implication, that Contractor is an employee, agent, official or representative of the SEDC. Income taxes, self-employment taxes, social security taxes and the like are the sole responsibility of the Contractor.

(D) Non-Collusion. Contractor represents and warrants that Contractor has not given, made,

promised or paid, nor offered to give, make, promise or pay any gift, bonus, commission, money or other consideration to any person as an inducement to or in order to obtain the work to be provided to the SEDC under this Agreement. Contractor further agrees that Contractor shall not accept any gift, bonus, commission, money, or other consideration from any person (other than from the SEDC pursuant to this Agreement) for any of the Work performed by Contractor under or related to this Agreement. If any such gift, bonus, commission, money, or other consideration is received by or offered to Contractor, Contractor shall immediately report that fact to the SEDC and, at the sole option of the SEDC, the SEDC may elect to accept the consideration for itself or to take the value of such consideration as a credit against the compensation otherwise due to Contractor under or pursuant to this Agreement.

(E) Force Majeure. If the performance of any covenant or obligation to be performed hereunder

by any party is delayed as a result of circumstances which are beyond the reasonable control of such party (which circumstances may include, without limitation, pending litigation, acts of God, war, acts of civil disobedience, fire or other casualty, shortage of materials, adverse weather conditions [such as, by way of illustration and not of limitation, severe rain storms or below freezing temperatures, or tornados] labor action, strikes or similar acts, moratoriums or regulations or actions by governmental authorities), the time for such performance shall be extended by the amount of time of such delay, but no longer than the amount of time reasonably occasioned by the delay. The party claiming delay of performance as a result of any of the foregoing force majeure events shall deliver written notice of the commencement of any such delay resulting from such force majeure event not later than seven (7) days after


the claiming party becomes aware of the same, and if the claiming party fails to so notify the other party of the occurrence of a force majeure event causing such delay and the other party shall not otherwise be aware of such force majeure event, the claiming party shall not be entitled to avail itself of the provisions for the extension of performance contained in this subsection.

(F) In the case of any conflicts between the terms of this Agreement and wording contained within

the Scope of Work, this Agreement shall govern. The Scope of Work is intended to detail the technical Scope of Work, fee schedule, and contract time only and shall not dictate Agreement terms.

Section 7. Termination (A) This Agreement may be terminated:

(1) By the mutual agreement and consent of both Contractor and SEDC;

(2) By either party, upon the failure of the other party to fulfill its obligations as set forth

in either this Agreement or a Scope of Work issued under this Agreement;

(3) By the SEDC, immediately upon notice in writing to the Contractor, as consequence of the failure of Contractor to perform the Work contemplated by this Agreement in a timely or satisfactory manner;

(4) By the SEDC, at will and without cause upon not less than five (5) days written notice

to the Contractor.

(B) If the SEDC terminates this Agreement pursuant to subsection 7(A)(2) or (3), above, the Contractor shall not be entitled to any fees or reimbursable expenses other than the fees and reimbursable expenses then due and payable as of the time of termination and only then for those Work that have been timely and adequately performed by the Contractor considering the actual costs incurred by the Contractor in performing work to date of termination, the value of the work that is nonetheless usable to the SEDC, the cost to the SEDC of employing another Contractor to complete the work required and the time required to do so, and other factors that affect the value to the SEDC of the work performed at time of termination. In the event of termination not the fault of the Contractor, the Contractor shall be compensated for all basic, special, and additional Work actually performed prior to termination, together with any reimbursable expenses then due.

Section 8. Indemnification CONTRACTOR AGREES TO INDEMNIFY AND HOLD THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION AND ALL OF ITS PRESENT, FUTURE AND FORMER AGENTS, EMPLOYEES, OFFICIALS AND REPRESENTATIVES HARMLESS IN THEIR OFFICIAL, INDIVIDUAL AND REPRESENTATIVE CAPACITIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LIENS AND EXPENSES (INCLUDING ATTORNEY'S FEES, WHETHER CONTRACTUAL OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY), COSTS AND DAMAGES (WHETHER COMMON LAW OR STATUTORY, AND WHETHER ACTUAL, PUNITIVE,


CONSEQUENTIAL OR INCIDENTAL), OF ANY CONCEIVABLE CHARACTER, FOR INJURIES TO PERSONS (INCLUDING DEATH) OR TO PROPERTY (BOTH REAL AND PERSONAL) CREATED BY, ARISING FROM OR IN ANY MANNER RELATING TO THE WORK OR GOODS PERFORMED OR PROVIDED BY CONTRACTOR – EXPRESSLY INCLUDING THOSE ARISING THROUGH STRICT LIABILITY OR UNDER THE CONSTITUTIONS OF THE UNITED STATES. Section 9. Notices Any notice required or desired to be given from one party to the other party to this Agreement shall be in writing and shall be given and shall be deemed to have been served and received (whether actually received or not) if (i) delivered in person to the address set forth below; (ii) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for notice, but until written notice of such change is actually received by the other party, the last address of such party designated for notice shall remain such party's address for notice. Section 10. No Assignment Neither party shall have the right to assign that party's interest in this Agreement without the prior written consent of the other party. Section 11. Severability If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. Section 12. Waiver Either SEDC or the Contractor shall have the right to waive any requirement contained in this Agreement that is intended for the waiving party's benefit, but, except as otherwise provided herein, such waiver shall be effective only if in writing executed by the party for whose benefit such requirement is intended. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. Section 13. Governing Law; Venue This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas. The provisions and obligations of this Agreement are performable in Guadalupe County, Texas such that exclusive venue for any action arising out of this Agreement shall be in Guadalupe County, Texas. Section 14. Paragraph Headings; Construction The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. Both parties


have participated in the negotiation and preparation of this Agreement and this Agreement shall not be construed either more or less strongly against or for either party. Section 15. Binding Effect Except as limited herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, devisees, personal and legal representatives, successors and assigns. Section 16. Gender Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. Section 17. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Section 18. Exhibits All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Section 19. Entire Agreement It is understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements, arrangements or understandings between the parties relating to the subject matter. No oral understandings, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. Section 20. Relationship of Parties Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between the parties, it being expressly understood and agreed that no provision contained in this Agreement nor any act or acts of the parties hereto shall be deemed to create any relationship between the parties other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement. Section 21. Right To Audit SEDC shall have the right to examine and audit the books and records of Contractor with regards to the work described in Exhibit A, or any subsequent changes, at any reasonable time. Such books and records will be maintained in accordance with generally accepted principles of accounting and will be adequate to enable determination of: (1) the substantiation and accuracy of any payments required to be made under this Agreement; and (2) compliance with the provisions of this Agreement. Section 22. Dispute Resolution The parties agree that, prior to instituting any lawsuit or other proceeding arising from a dispute


under this agreement, the parties will first attempt to resolve the dispute by taking the following steps: (1) A written notice substantially describing the nature of the dispute shall be delivered by the dissatisfied party to the other party, which notice shall request a written response to be delivered to the dissatisfied party not less than 5 days after receipt of the notice of dispute. (2) If the response does not reasonably resolve the dispute, in the opinion of the dissatisfied party, the dissatisfied party shall give notice to that effect to the other party whereupon each party shall appoint a person having authority over the activities of the respective parties who shall promptly meet, in person, in an effort to resolve the dispute. (3) If those persons cannot or do not resolve the dispute, then the parties shall each appoint a person from the highest tier of managerial responsibility within each respective party, who shall then promptly meet, in person, in an effort to resolve the dispute. Section 23. Disclosure of Business Relationships/Affiliations; Conflict of Interest Questionnaire Contractor represents that it is in compliance with the applicable filing and disclosure requirements of Chapter 176 of the Texas Local Government Code.

[The remainder of this page is intentionally left blank.]


EXECUTED on this the day of , 20____. SEDC:

CONTRACTOR:

By: By: Name: Kyle Kinateder Name: Title: Executive Director Title:

ADDRESS FOR NOTICE: SEDC: CONTRACTOR:

City of Schertz Economic Development Corporation

KMAC Construction Services, Inc.

Attn: Kyle Kinateder, Executive Director 9819 Ball Street 1400 Schertz Parkway San Antonio, Texas 78217 Schertz, Texas 78154 With a copy to: SEDC Attorney City of Schertz Economic Development Corporation Attn: Charles E. Zech 2517 N. Main Avenue San Antonio, Texas 78212

[The remainder of this page is intentionally left blank.]


Exhibit “A” SCOPE OF WORK

Project Contractor shall provide labor, materials, supplies, equipment and permits necessary to perform asbestos abatement, demolition and disposal of the existing structures following all Occupational Safety and Health Administration (OSHA), Environmental Protection Agency (EPA), Texas Department of Health (TDH), Federal, State and local rules and regulations. The Project shall be completed within 60 calendar days from the issuance of the Notice to Proceed. Location 1300 Schertz Parkway, Schertz, Texas 78154 Scope of Work The Contractor shall be responsible to complete the Project as described in the 1300 Schertz Parkway Demolition plans (Exhibit D) which includes the asbestos abatement, demolition, fence repair, and site re-vegetation. Tasks and Price

Asbestos Abatement ($1,025.00) • Obtain necessary permits and notification for the Project • Remove and dispose of asbestos-containing construction material as noted on the

asbestos survey and demolition plan

Demolition ($18,419.00) • Obtain necessary permits and notification for the Project • Coordinate the disconnection of all utilities for the site • Demolish existing structures as noted on the demolition plans and generally noted as

the existing one story brick and wood frame building, foundation, driveway, brick fence and covered patio

• Haul off and dispose of all debris from the Project • Preserve select trees as noted on the demolition plans • Back drag site to level off to grade • Repair or replace an approximate 40 foot section of iron fence as noted on the

demolition plans • Re-vegetate the site

Drainage and Temporary Irrigation ($10,513.00) • Obtain necessary permits and notification for the Project • Provide drainage and SWIPP controls • Install and remove temporary irrigation system • Allow vegetation to take hold

Total Cost ($29,957.00)


Exhibit “B”

REQUIREMENTS FOR ALL INSURANCE DOCUMENTS

The Contractor shall comply with each and every condition contained herein. The Contractor shall provide and maintain the minimum insurance coverage set forth below during the term of its agreement with the SEDC. Any Subcontractor(s) hired by the Contractor shall maintain insurance coverage equal to that required of the Contractor. It is the responsibility of the Contractor to assure compliance with this provision. The SEDC accepts no responsibility arising from the conduct, or lack of conduct, of the Subcontractor.

INSTRUCTIONS FOR COMPLETION OF INSURANCE DOCUMENT

With reference to the foregoing insurance requirements, Contractor shall specifically endorse applicable insurance policies as follows:

1. The SEDC of Schertz shall be named as an additional insured with respect to General Liability and Automobile Liability on a separate endorsement.

2. A waiver of subrogation in favor of the SEDC shall be contained in the Workers Compensation and all liability policies and must be provided on a separate endorsement.

3. All insurance policies shall be endorsed to the effect that the SEDC will receive at least thirty (30) days written notice prior to cancellation or non-renewal of the insurance.

4. All insurance policies, which name the SEDC as an additional insured, must be endorsed to read as primary and non-contributory coverage regardless of the application of other insurance.

5. Chapter 1811 of the Texas Insurance Code, Senate Bill 425 82(R) of 2011, states that the above endorsements cannot be on the certificate of insurance. Separate endorsements must be provided for each of the above.

6. All insurance policies shall be endorsed to require the insurer to immediately notify the SEDC of any material change in the insurance coverage.

7. All liability policies shall contain no cross liability exclusions or insured versus insured restrictions. 8. Required limits may be satisfied by any combination of primary and umbrella liability insurances. 9. Contractor may maintain reasonable and customary deductibles, subject to approval by the SEDC. 10. Insurance must be purchased from insurers having a minimum AmBest rating of B+. 11. All insurance must be written on forms filed with and approved by the Texas Department of

Insurance. (ACORD 25 2010/05). Coverage must be written on an occurrence form. 12. Contractual Liability must be maintained covering the Contractors obligations contained in the

contract. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting all endorsements and insurance coverages according to requirements and instructions contained herein.

13. Upon request, Contractor shall furnish the SEDC with certified copies of all insurance policies. 14. A valid certificate of insurance verifying each of the coverages required above shall be issued

directly to the SEDC within ten (10) business days after contract award and prior to starting any work by the successful Contractor’s insurance agent of record or insurance company. Also, prior to the start of any work and at the same time that the Certificate of Insurance is issued and sent to the SEDC, all required endorsements identified in sections A, B, C and D, above shall be sent to the SEDC. The certificate of insurance and endorsements shall be sent to:

City of Schertz Economic Development Corporation 1400 Schertz Parkway

Schertz, TX 78154



(Instructions for completing and submitting a certificate to the SEDC)

Complete the certificate of insurance with the information listed below:

A) Certificate of Insurance date B) Producer (Insurance Agency) Information – complete name, address, telephone information, &

email address. C) Insured’s (Insurance Policy Holder) Information – complete name & address information D) Insurer (name/names of insurance company) (Remember the SEDC requires all insurance

companies to be Authorized to do business in the State of Texas be rated by A.M. Best with a rating of B+ (or better) Class VI (or higher) or otherwise be acceptable to the SEDC if not rated by A.M. Best)

E) NAIC # (National Association of Insurance Commissioners, a # that is assigned by the State to all insurance companies)

F) Insurer letter represents which insurance company provides which type of coverage from D G) General Liability Insurance Policy – must have an (x) in box. Also, “Occurrence” type policy –

must have an (x) in the box (occurrence policy preferred but claims made policy can be accepted with special approval)

H) This section shall be filled in with “Y” for yes under Additional Insured for all coverages, except for Contractor Liability and Workers’ Compensation. There shall also be a “Y” for yes under all coverages for subrogation waived.

I) Automobile Liability Insurance – must be checked for Any Auto, All Owned Autos, Hired Autos J) Umbrella Coverage – must be checked in this section and by occurrence whenever it is required by

written contract and in accordance with the contract value. K) Worker’s Compensation and Employers Liability Insurance – information must be completed in

this section of the certificate of insurance form (if applicable). L) Builder’s Risk Policy – for construction projects as designated by the SEDC.

Professional Liability Coverage – for professional services if required by the SEDC. M) Insurance Policy #’s N) Insurance policy effective dates (always check for current dates) O) Insurance Policy limits (See Insurance Requirements Checklist) P) This section is to list projects, dates of projects, or location of project. Endorsements to the

insurance policy(ies) must be provided separately and not in this section. The following endorsements are required by the SEDC. (1) Adding the SEDC as an additional insured. The “additional insured” endorsement is not

required for professional liability and workers compensation insurance; and (2) Waiver of Subrogation (3) Primary and Non-Contributory (4) Cancellation Notice

Q) SEDC’s name and address information must be listed in this section R) Notice of cancellation, non-renewal, or material change to the insurance policy(ies) must be

provided to the SEDC in accordance with a cancellation notice endorsement to the policy and/or per the policy provisions based on the endorsement adding the SEDC as an additional insured. (Sec. 1811.155, Tex. Ins. Code)

S) The certificate must be signed by the Authorized Agent in this section of the certificate form.


Exhibit “C” EVIDENCE OF INSURANCE


Exhibit “D” 1300 Schertz Parkway Demolition Plans

Agenda No. 4

MEMORANDUM



Subject: Resolution No. 16-R-34 -

Consider/Discuss/Act on

Amendment No. 1 to the

Development Agreement (GE Oil

and Gas Inc.)

BACKGROUND

History – The City of Schertz, Texas (the “City”), the City of Schertz Economic

Development Corporation (the “SEDC”), and GE Oil and Gas Inc. (“GE”) entered into a

Development Agreement (the “Agreement”) on February 4, 2014. Under the Agreement,

GE agreed to retain and expand its operation in Schertz by making an $8 million capital

investment, retaining 225 Full-Time Jobs, adding an additional 175 Full Time Jobs, and

creating an annual Gross Payroll of $16 million for a period of six years. In

consideration the City and SEDC agreed to provide an Infrastructure Incentive and fast-

track GE’s expansion. In February 2016, the Yantis Company was contracted to complete

the extension of David Lack Boulevard. The project is scheduled to be complete by mid-

May.

Proposed Amendment No. 1 - GE has experienced rapid growth at its Schertz facility

and has exceeded both the investment and the jobs requirement. GE encountered

problems submitting the Annual Certification Report (the “Certification Report”) and

corresponding Texas Employers Quarterly Wage Report (EQWR) because GE submits

the EQWR for all of its Texas locations. The EQWR includes sensitive personal

information and it would be too onerous for GE to redact the sensitive information. In

light of this finding, Amendment No. 1 allows GE to file an affidavit as part of a revised

Certification Report in place of submitting the EQWR. Amendment No. 1 preserves the

City and SEDC’s right to request additional information to verify the Certification Report

if needed.

FISCAL IMPACT

There are no fiscal impact associated with Amendment No. 1 to the Development

Agreement (GE Oil & Gas, Inc.).

SEDC BOARD OF DIRECTORS RECOMMENDATION

The SEDC Board of Directors met on April 28th

at their regular board meeting to

consider, discuss and act on Amendment No. 1 to the Development Agreement among

the City of Schertz, Texas, the City of Schertz Economic Development Corporation, and

GE Oil & Gas Inc. and to recommend approval by the City Council. A motion was made

by Roy Richard Seconded by Rosemary Scott to: Approve Amendment No. 1 to the

Development Agreement and to recommend approval by the City Council. The motion

passed unanimously.


Staff recommends approval of the proposed amendment because the proposed

amendment will simplify GE’s annual reporting while continuing to ensure that the

community receives the full benefits of the original Agreement.

ATTACHMENT(S)

Resolution No. 15-R-34

Development Agreement GE Oil & Gas Inc.

Amendment No. 1 to the Development Agreement (GE Oil & Gas Inc.)

1


A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF

SCHERTZ, TEXAS AUTHORIZING AMENDMENT NO. 1 TO THE

DEVELOPMENT AGREEMENT AMONG THE CITY OF SCHERTZ,

TEXAS, THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT

CORPORATION, AND GE OIL AND GAS, INC.; AUTHORIZING

CERTAIN BENEFITS BY THE CITY PURSUANT THERETO; AND

OTHER MATTERS IN CONNECTION THEREWITH

WHEREAS, by City Ordinance No. 12-T-15, the City of Schertz, Texas (the “City”)

established a program under Chapter 380, Texas Local Government Code, as amended, to

promote economic development and to stimulate business and commercial activity in the City

(the “380 Program”); and

WHEREAS, on February 4, 2014 the City and the City of Schertz Economic

Development Corporation (the “SEDC”) entered into a Development Agreement with GE Oil &

Gas, Inc. (the “Developer”), pursuant to the City’s 380 Program; and

WHEREAS, the SEDC held a meeting on April 28, 2016, and the Board of Directors

voted to recommend approval of Amendment No. 1 to the Development Agreement (GE Oil &

Gas, Inc.) (“First Amendment”) to the City Council; and

WHEREAS, the City Council has determined that it is in the best interest of the City to

approve the First Amendment.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY

OF SCHERTZ, TEXAS:

Section 1. The City Council hereby approves the First Amendment and authorizes

the City Manager to execute and deliver the First Amendment with the SEDC, and the Developer

in substantially the form set forth 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

2

Council hereby declares that this Resolution would have been enacted without such invalid

provision.

Section 6. It is officially found, determined, and declared that the meeting at which

this Resolution is adopted was open to the public and public notice of the time, place, and subject

matter of the public business to be considered at such meeting, including this Resolution, was

given, all as required by Chapter 551, Texas Government Code, as amended.

Section 7. This Resolution shall be in force and effect from and after its final

passage, and it is so resolved.

PASSED AND ADOPTED, this _____ day of ___________, 2016.


Michael Carpenter, Mayor

ATTEST:


(CITY SEAL)

A-1

EXHIBIT A

AMENDMENT NO. 2 TO THE

ECONOMIC DEVELOPMENT INCENTIVES AGREEMENT

(AMAZON.COM.KYDC LLC)

DEVELOPMENT AGREEMENT

GE Oil & Gas Inc.

This Development Agreement (the "Agreement") is entered to be effective as of the

Te 6. 01{, ,;i 0 IL{ , among CITY OF SCHERTZ, TEXAS, a Texas municipal corporation

and home rule city (hereinafter referred to as "CITY"), the CITY OF SCHERTZ ECONOMIC

DEVELOPMENT CORPORATION, a Texas Non-profit Industrial Development Corporation

(hereinafter refe1Ted to as "SEDC"), and GE Oil & Gas Inc., a Delaware Corporation (hereinafter

refe1Ted to as "DEVELOPER", and collectively with CITY and SEDC, the "PARTIES").

WHEREAS, by Ordinance No. 12-T-15, the CITY established a City of Sche1iz Economic

Development Incentives Policy under Chapter 380, Texas Local Govermnent Code, as amended

("Chapter 380"), and under the Development Corporation Act, Title 12, Subchapter Cl, Texas

Local Government Code, as amended (the "Development Corporation Act"), to promote

economic development and to stimulate business and commercial activity in the CITY; and

WHEREAS, CITY is authorized and empowered under Chapter 380 and under the provisions of

Aiiicle III, Section 52-a of the Texas Constitution to aid in the development of enterprises within

the geographic boundaries of the CITY by offering economic and other incentives to prospective

new, developing, and expanding businesses; and

WHEREAS, CITY actively seeks economic development prospects in the CITY through the

SEDC, which was established pursuant to the Development Corporation Act to promote

economic development in the CITY by sponsoring and funding economic development projects;

and

WHEREAS, DEVELOPER is involved in the manufacturing, prov1s10n, and furtherance of

cryogenic plant design and fabrication, and a majority of the products of DEVELOPER are

ultimately expo1ied to regional, statewide, national, or international markets infusing new dollars

into the local economy; and

WHEREAS, DEVELOPER has expressed its desire and intent to enhance and expand its

facilities at an existing 400,000 square foot facility on an approximately 40.3 acre tract of land

located at 1150 Schwab Road, Schertz, Texas; and

Exhibit D-1 I Page 50691089.3

WHEREAS, CITY and the SEDC are willing to participate in enhancing, expanding, and

retaining businesses within the CITY that are qualified economic development prospects; and

WHEREAS, the City Council of the CITY and the Board of Directors of the SEDC have found

that the economic development incentives provided in this Agreement are required or suitable for

the development, retention, or expansion of manufachu-ing and industrial facilities in the CITY

and for the creation and retention of "primary jobs", meaning those jobs that are available at a

company in the manufacturing sector for which a majority of the products or services of that

company are ultimately expo1ied to regional, statewide, national, or international markets

infusing new dollars into the local economy; and

WHEREAS, CITY and SEDC consider DEVELOPER to be a qualified economic development

prospect that cun-ently employs two hundred and 225 (225) people in primary jobs and plans to

add one hundred seventy-five (175) new primary jobs by the year 2015 to the CITY's workforce.

NOW, THEREFORE, for and in consideration of the premises and mutual covenants and

promises hereinafter set forth, the Patiies hereby agree as follows:

1. Definitions

I. I. "Project" means collectively the implementation of New Capital Investment,

continuation of Existing Gross Payroll, and creation of New Gross Payroll.

1.2. "Property" means the existing 400,000 square foot facility (the "Facility") on

approximately 40.3 acre tract of land located at 1150 Schwab Road, Schertz,

Comal County, Texas, more patiicularly described in Exhibit A attached hereto

and incorporated herein and graphically represented in Exhibit B attached hereto

and incorporated herein.

1.3. "Fast Tracking" means effo1is made by the CITY to expedite the review,

permitting, and occupation processes for the applicable components of the Project

as outlined in Section 2.1.2.

1.4. "Full-Time Jobs" means any jobs including temp-to-hire( excluding temporary or

seasonal) on the payroll and having an officially scheduled work week of thirty-

21Page 50691089.3

five (35) hours or more that according to company policy are entitled to full

benefits.

1.5. "Existing Gross Payroll" means the existing two hundred twenty five (225) Full

Time Jobs and associated payroll that are located at the Prope1ty and are a pmi of

the Project. The DEVELOPER will substantiate the initial, or baseline, Existing

Gross Payroll number by providing to the CITY the most recent quarterly rep01is

provided to the Texas Workforce Commission tlu·ough the Texas Employers

Quarterly Wage Repoti and according to te1111s in Section 5 .1.1.

1.6. "New Gross Payroll" means the one hundred seventy five (175) Full-Time Jobs

and associated gross payroll that are to be added per Section 3.3 to the CITY's

workforce as pmi of the DEVELOPER's perfonnance under this Agreement. The

DEVELOPER will substantiate the New Gross Payroll by providing to the CITY

the applicable qua1ierly reports provided to the Texas Workforce Commission

through the Texas Employers Quarterly Wage Report when requested by CITY.

1.7. "Development Performance Measures" means actions required by

DEVELOPER as outlined in Sections 3.1-3.3 herein.

1.8. "Infrastructure Incentive" means construction by the CITY, or by a third patty

engaged by the CITY, of the extension of David Lack Drive as generally

represented in Exhibit C attached hereto and incorporated herein.

1.9. "New Capital Investment" means a minimum of Eight Million and No/100

Dollars ($8,000,000) in renovations to the Facility and/or the purchase of

additional machinery, equipment, and other personal property to be pennanently

located at the Property.

1.10. "Texas Employers Quarterly Wage Reports" means quarterly reports required

by State law to be filed with the Texas Workforce Commission. These reports

will be utilized in part by the CITY to qualify and substantiate Development

Perfonnance Measures.

3 I Page 50691089.3

1.11. "Annual Certification Report" means an annual reporting fonn, in the format to

be provided to DEVELOPER by CITY, on which the DEVELOPER shall certify

its compliance with the Development Perfonnance Measures. This Annual

Ce1iification Report must be signed by the General Manager of DEVELOPER.

1.12 "Event of Bankruptcy or Insolvency" means the dissolution or tennination of

DEVELOPER's existence as a going business, DEVELOPER's insolvency,

appointment of receiver for any significant part of DEVELOPER's property with

such appointment not being terminated within ninety (90) days after such

appointment is initially made, any general assignment for the benefit of

DEVELOPER's creditors, or the commencement of any proceeding under any

bankruptcy or insolvency laws by or against DEVELOPER with such proceeding

not being dismissed within ninety (90) days after the filing thereof.

1.13 "Governmental Authority" means any federal, state, or local goverrunental

entity having jurisdiction over the matter in question.

1.14 "Governmental Rule" means any applicable law, rule, or regulation of a

Govennnental Authority.

1.15 "Infrastructure Incentive Amount" means the costs incurred by the CITY and

the SEDC (including salary and overhead costs for employees of the CITY and

the SEDC, as applicable) for constructing, or causing to be constructed, the

extension of David Lack Drive as generally represented in Exhibit C attached

hereto and incorporated herein.

2. CITY's Development Incentive Package, Obligations, and Representations

2.1. CITY agrees to provide the Infrastructure Incentive and Fast Tracking to

DEVELOPER as authorized by Chapter 380 as follows:

50691089.3

2.1. I Infrastructure Incentive - As soon as reasonably practicable, talcing into

account the CITY's other public works and public infrastructure

obligations, the CITY will construct, or cause to be constructed, an

4jPage

extension of David Lack Drive as generally represented 111 Exhibit C

attached hereto and incorporated herein.

2.1.2 Fast Tracking - The CITY will make all reasonable efforts to Fast Track

the Project once all necessary plans and materials have been prepared by

DEVELOPER and submitted to CITY. Fast Tracking of the Project will

focus on the following areas:

(i) Pennit(s) for implementation of New Capital Investment, and

(ii) Pennit for a driveway cut from David Lack Drive into Property

as generally represented in Exhibit D attached hereto and

incorporated herein.

3. DEVELOPER's Obligations and Representations

DEVELOPER hereby makes the following representations, wmnnties, covenants, and

agreements:

3 .1. Operation ofthe Project

3 .1.1 DEVELOPER agrees to continue to operate the Property throughout the

tenn of this Agreement.

3 .2 Capital Investment; Construction of Extension

3.2.1 DEVELOPER agrees to invest New Capital Investment at the Property in

an amount of no less than Eight Million m1d No/I 00 Dollars ($8,000,000)

on or before 30 March 2014

3.3. Job Relocation and Creation

Time Frame Full-Time Jobs Gross Payroll

SI Page 50691089.3

CmTent 225 $9,000,000

Calendar Year 2014 300 $12,000,000

Calendar Year 2015 400 $16,000,000

Calendar Year 2015 400 $16,000,000

through Term of the

Agreement

3.3.1 DEVELOPER agrees and covenants to continue to maintain the Existing

Gross Payroll at the Prope1iy as identified in the above Job Relocation and

Creation Schedule.

3.3.2 DEVELOPER agrees and covenants that it will create New Gross Payroll

as identified in the above Job Relocation and Creation schedule.

3.3.3 DEVELOPER agrees and covenants that it will maintain Existing Gross

Payroll and New Gross Payroll at Prope1iy for a minimum period of six

(6) years after the Effective Date of this Agreement.

3.4 No Employment of Undocnmented Workers

50691089.3

DEVELOPER ce1iifies and agrees as follows:

3 .4.1 DEVELOPER certifies that its operation within the CITY will not

knowingly employ an undocumented worker, as defined in Chapter 2264,

Subchapter A, Texas Government Code, as amended (the "Act"); and

3.4.2 Pursuant to the Act, if DEVELOPER is convicted of a violation under 8

U.S.C. Section 1324a(f) with respect to its operations in the CITY, after

receiving all or any po1iion of the "public subsidy" (as defined in the Act)

authorized by this Agreement, DEVELOPER shall (x) promptly give the

CITY written notice of such violation, and (y) repay the amount of the

public subsidy with interest, at the rate of the prime rate of interest per

annum of the CITY's depository bank (the "Bank") in effect on the date

DEVELOPER notifies the CITY of the violation. Such repayment shall

be made not later than the I 20th day after the date DEVELOPER notifies

the CITY of the violation.

3.5 Existence

DEVELOPER has the full power and authority to enter into and perfonn this

Agreement. The person signing this Agreement on behalf of DEVELOPER has

been properly authorized and empowered to enter into this Agreement and

represents that he has authorization to sign on behalf of the DEVELOPER.

3.6 Authorization

The execution, delivery, and perfonnance by DEVELOPER of this Agreement

have been duly authorized by all necessary action and will not violate the

organizational documents of DEVELOPER or result in the breach of or constitute

a default under any loan or credit agreement, or other material agreement to which

DEVELOPER is a party or by which DEVELOPER or its material assets may be

bound or affected. The execution of this Agreement by DEVELOPER does not

require any consent or approval that has not been obtained, including without

limitation the consent or approval of any Governmental Authority.

3. 7 Enforceable Obligations

Assuming due authorization, execution, and delivery by each other Party hereto,

this Agreement, all documents executed by DEVELOPER pursuant hereto, and all

obligations of DEVELOPER hereunder and thereunder are enforceable against

DEVELOPER in accordance with their respective terms, except as such

enforcement may be limited by bankruptcy, insolvency, reorganization, or other

similar laws affecting the enforcement of creditor's rights generally, and by

general equity principles (regardless of whether such enforcement is considered in

a proceeding in equity or at law).

3.8 No Legal Bar

7JPege 50691089.3

The execution and delivery of this Agreement and the performance of its

obligations hereunder by DEVELOPER will not conflict with any provision of

any law, regulation, or Governmental Rules to which DEVELOPER is subject or

conflict with, or result in a breach of, or constitute a default under any of the

tenns, conditions, or provisions of any agreement or instrument to which

DEVELOPER is a party or by which it is bound or any order or decree applicable

to DEVELOPER.

3 .9 Litigation

There are no legal actions or proceedings pending or, to the knowledge of

DEVELOPER, threatened against DEVELOPER which, if adversely detennined,

would materially and adversely affect the ability of DEVELOPER to fulfill its

obligations under this Agreement or the financial condition, business, or financial

or business prospects of DEVELOPER.

3.10 Documents

All documents made available by DEVELOPER to CITY and the SEDC

including without limitation all financial documents relating to DEVELOPER are

true, correct, and complete copies of the instruments which they purpo1i to be and

accurately depict the subject matter addressed therein.

3.11 Knowledge

DEVELOPER has no knowledge of any facts or circumstances which currently

evidence, or with the passage of time would evidence, that any of the

representations made by DEVELOPER under this Agreement are in any way

inaccurate, incomplete, or misleading.

3 .12 Disclaimer

50691089.3

DEVELOPER ACKNOWLEDGES THAT, EXCEPT FOR THE CITY'S AND THE SEDC'S EXPRESS REPRESENTATIONS AND WARRANTIES

SI Page

CONTAINED WITHIN THIS AGREEMENT, IF ANY, NEITHER THE CITY, THE SEDC, NOR ANY EMPLOYEE, OFFICER, ELECTED OFFICIAL, REPRESENTATIVE, OR AGENT OF THE CITY OR THE SEDC, NOR ANY RELATED PARTY OF THE CITY OR THE SEDC, HAS MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER (WHETHER EXPRESS OR IMPLIED) REGARDING THE SUBJECT MATTER OF THIS AGREEMENT, OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, IF ANY.

4. Term; Termination

4.1. The tenn of this Agreement is from the Effective Date through December 31,

2020 (the "Expiration Date"), a period of approximately six (6) years.

4.2 This Agreement shall te1minate upon the occun-ence of any one or more of the

following:

50691089.3

4.2. l the Expiration Date;

4.2.2 the execution by all Parties of a written agreement tenninating this

Agreement;

4.2.3 at the option of a Party in the event any other Party breaches any of the

terms or conditions of this Agreement and such breach is not cured within

thi1iy (30) days after written notice thereof, or, if such breach is not

susceptible of cure within thirty (30) days, such period of time thereafter

as the breaching Party diligently pursues the cure thereof, but in any event

if such breach is not cured within one hundred eighty (180) days after

written notice thereof;

4.2.4 at the option of the CITY and the SEDC, if DEVELOPER suffers an

Event of Bankruptcy or Insolvency;

4.2.5 at the option of the CITY, if any ad valorern taxes owed to the CITY by

DEVELOPER (both real prope1iy and personal property) shall become

delinquent (provided, however DEVELOPER retains the right to timely

and properly protest and contest any such ad valorem taxes); or

9I Page

4.2.6 any subsequent federal or state legislation or any decision by a comi of

competent jurisdiction declares or renders this Agreement invalid, illegal,

or unenforceable.

5. Baseline and Reporting Requirements

5.1. Establishment of Payroll Baseline and Subsequently Submitted Repo1is

5.1.1 DEVELOPER shall submit to CITY, within thirty (30) days of the date of

this Agreement, the most recent Texas Employers Quaiierly Wage Repmi

to establish the Existing Gross Payroll. DEVELOPER may !alee limited

actions to protect the identity and related personal identifiers of

DEVELOPER employees as approved and agreed upon by the CITY.

5.1.2 Upon completion of the New Capital Investment, DEVELOPER shall

submit to CITY a letter signed by the General Manager of DEVELOPER

certifying that all of the New Capital Investment has been made at the

Property.

5.1.3 DEVELOPER shall certify annually, no later than February 15 of each

year, to the CITY the amounts of the Existing Gross Payroll and the New

Gross Payroll maintained at the Property. DEVELOPER shall also submit

the previous four (4) Texas Employers Quarterly Wage Repmis to the

CITY for the subject year as an attachment to that year's Annual

Certification Report. The timely and accurate submission of these reports

shall be the responsibility of DEVELOPER and each must be signed by

the General Mai1ager of DEVELOPER.

6. Notice of Intent to Cease Operation

6.1. If DEVELOPER ceases or intends to cease operation and/or ownership of its

business at the Property during the te1m of this Agreement it shall give forty-five

( 45) days prior written notice to CITY.

10 I P a g e 50691089.3

7. Compliance with Applicable Laws

7.1. At all times during which DEVELOPER owns and operates the Project and

Prope1ty, DEVELOPER will remain in compliance with all applicable laws, rules,

and regulations including without limitation, all applicable environmental laws,

rules, and regulations.

8. Default

8. 1. DEVELOPER Default

50691089.3

8.1.1. If DEVELOPER defaults in any material term or condition of this

Agreement, CITY shall not be obligated to approve or disburse the

Infrastructure Incentive specified under this Agreement unless default is

cured by DEVELOPER within thi1ty (30) days from receiving written

notice of any default from CITY.

8. 1.2. A material breach by DEVELOPER consists of, but is not limited to, any

of the following individual or cumulative events: failure of DEVELOPER

to meet the Development Perfom1ance Measures set out in Section 3;

failure of DEVELOPER to comply with all Governmental Rules relating

to the construction of the New Capital Investments; failure of

DEVELOPER to timely meet the requirements for obtaining a certificate

of occupancy for the Property; failure to obtain certificate(s) of acceptance

for any infrastructure improvements; submittal of any infonnation that

DEVELOPER knows or should know is incorrect at the time of its

submittal to CITY; and any mate1ial misrepresentation of fact concerning

the subject matter of this Agreement.

8. 1.3 . CITY shall give DEVELOPER written notice of any default of

DEVELOPER. If DEVELOPER has not received the Infrastructure

Incentive, DEVELOPER shall have the right but not the obligation to cure

the default as provided herein.

11 I P a g e

8.1.4. In the event DEVELOPER fails to cure any default under this Agreement

within the notice and cure period and the CITY has not disbursed the

Infrastrncture Incentive, then CITY may withhold the Infrastructure

Incentive. In the event DEVELOPER fails to cure any default within the

notice and cure period and the CITY has already disbursed some or all of

the Infrastructure Incentive, DEVELOPER agrees to and shall reimburse

CITY One Thousand Seven Hundred Fifty and No/100 Dollars ($1,750)

per Full-Time Employee under the Development Perfonnance Measures

that has not been created and/or substantiated such creation in a format

acceptable to the CITY for the subject pe1iod. To the extent allowable

under Texas law, and excepting the indemnity obligations of

DEVELOPER for third pmiy claims under Section 10, the CITY alld

SEDC agrees that the total liability of DEVELOPER on all claims of any

kind, whether in contract, wmnnty, indemnity, t01i (including

negligence), strict liability or otherwise arising out of the perfonnance or

breach of this Agreement shall not exceed the Infrastructure Incentive

Amount, plus any costs and expenses, including attorneys' fees, incuffed

by the CITY and the SEDC in connection with this Agreement, the

Infrastructure Incentive, and enforcement of the provisions of this

Agreement.

9. CITY Default

50691089.3

9.1. In the event that CITY materially breaches its obligation to provide the

Infrastrncture Incentive and fails to cure such default in accordance with

the notice and cure provisions of this Agreement and DEVELOPER is not

in default, DEVELOPER, at its option, may tenninate this Agreement alld

may thereafter pursue its remedies available at law; provided, however, if

DEVELOPER is also in default, DEVELOPER's only remedy shall be to

terminate this Agreement without further liability.

9.2 IN NO EVENT SHALL THE CITY, THE SEDC, OR THE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES AND ELECTED OFFICIALS OF THE CITY AND

12 I P a g a

10. Indemnity

THE SEDC BE LIABLE TO DEVELOPER FOR ANY CONSEQUENTIAL OR PUNITIVE DAMAGES.

WITHOUT WAIVING ANY GOVERNMENT AL IMMUNITY AVAILABLE TO THE INDEMNIFIED PARTIES (AS DEFINED BELOW) UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE INDEMNIFIED PARTIES, DEVELOPER, ON BEHALF OF ITSELF AND ITS MEMBERS, MANAGERS, OFFICERS, AND DIRECTORS, COVENANTS AND AGREES TO AND SHALL FULLY INDEMNIFY AND HOLD HARMLESS AND DEFEND THE CITY, THE SEDC, AND THE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND ELECTED OFFICIALS OF THE CITY AND THE SEDC (COLLECTIVELY, THE "INDEMNIFIED PARTIES"), INDIVIDUALLY AND COLLECTIVELY, FROM AND AGAINST ANY AND ALL COSTS, CLAIMS, LIENS, LOSSES, DAMAGES, EXPENSES, FEES, FINES, PENALTIES, PROCEEDINGS, ACTIONS, DEMANDS, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND AND NATURE, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PERSONAL OR BODILY INJURY, DEATH, PROPERTY DAMAGE, OR BREACH OF CONTRACT, MADE UPON THE INDEMNIFIED PARTIES, DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM, OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING ANY ACTS OR OMISSIONS OF DEVELOPER OR OF ANY AGENT, OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT, CONTRACTOR, OR SUBCONTRACTOR OF DEVELOPER, AND THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, AND REPRESENTATIVES, WHILE IN THE EXERCISE OR PERFORMANCE OF THE RIGHTS OR DUTIES UNDER THIS AGREEMENT, AND INCLUDING, BUT NOT LIMITED TO, ALL EXPENSES OF LITIGATION, COURT COSTS, AND REASONABLE ATTORNEYS' FEES. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE INDEMNIFIED PARTIES AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. DEVELOPER SHALL PROMPTLY ADVISE THE CITY AND THE SEDC IN WRITING OF ANY CLAIM OR DEMAND AGAINST ANY ONE OR MORE OF THE INDEMNIFIED PARTIES OR DEVELOPER KNOWN TO DEVELOPER AND SHALL SEE TO THE INVESTIGATION AND DEFENSE OF SUCH CLAIM OR DEMAND AT DEVELOPER'S COST. THE INDEMNIFIED PARTIES SHALL HAVE THE RIGHT, AT THEIR OPTION, TO PARTICIPATE IN SUCH DEFENSE WITHOUT RELIEVING DEVELOPER OF ANY OF ITS OBLIGATIONS UNDER THIS SECTION 10. DEVELOPER FURTHER AGREES TO DEFEND, AT ITS OWN EXPENSE AND ON BEHALF OF THE INDEMNIFIED PARTIES AND IN THE NAME OF THE APPLICABLE INDEMNIFIED PARTY, ANY CLAIM OR LITIGATION BROUGHT AGAINST THE INDEMNIFIED PARTIES FOR WHICH THIS INDEMNITY SHALL APPLY, AS SET FORTH ABOVE. DEVELOPER'S OBLIGATIONS UNDER THIS SECTION 10 SHALL SURVIVE THE TERMINATION OF TIDS AGREEMENT. FOR PURPOSES OF DEVELOPER'S INDEMNITY OBLIGATION HEREUNDER,

13 I Page 50691089.3

DEVELOPER SHALL NOT BE OBLIGATED TO INDEMNIFY, HOLD HARMLESS, INSURE OR DEFEND THE INDEMNIFIED PARTIES HEREIN AGAINST LIABILITY OR CLAIMS TO THE EXTENT SUCH LIABILITY OR CLAIMS (INCLUDING ATTORNEY FEES), ARE CAUSED BY OR RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY

11. Release

DEVELOPER, ON BEHALF OF ITSELF AND ITS MEMBERS, MANAGERS, OFFICERS, AND DIRECTORS, RELEASES, RELINQUISHES, AND DISCHARGES THE CITY, THE SEDC, AND THE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES, AND ELECTED OFFICIALS OF THE CITY AND THE SEDC (COLLECTIVELY, THE "RELEASED PARTIES") FOR ANY AND ALL CURRENTLY EXISTING CLAIMS OF EVERY KIND OR CHARACTER WHICH DEVELOPER HAS OR MAY HA VE UNDER OR PURSUANT TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF AGAINST THE RELEASED PARTIES, INDIVIDUALLY AND COLLECTIVELY.

12. Assignment

This Agreement may not be assigned by DEVELOPER without the prior written consent

of CITY. Additionally, a change in ownership of fifty-one percent (51 %) of the stock of

DEVELOPER shall be considered an assignment for purposes of this Section 12. An assignment

as prohibited above shall be a material default of this Agreement.

13. Invalidity

If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by

a court or other tribunal of competent jurisdiction, the validity, legality, and enforceability of the

remaining provisions shall not in any way be affected or impaired thereby. The Parties shall use

their best efforts to replace the respective provision or provisions of this Agreement with legal

tenns and conditions approximating the original intent of the Paiiies.

14. Written Notice

All notices required by this Agreement (i) shall be in writing, (ii) shall be addressed to

the Parties as set forth below unless notified in writing of a change in address, and (iii) shall be

14 I P a g e · 50691089.3

deemed to have been delivered either when personally delivered or, if sent by mail, in which

event it shall be sent by registered or certified mail, return receipt requested, three (3) business

days after mailing. The addresses of the Parties are as follows:

To DEVELOPER: GE Oil & Gas Inc 1150 Schwab Road Schertz, Texas 78154 Attn: Kyle Griffiths

To CITY:

With Copy to:

With Copy to:

To SEDC:

With Copy to:

With Copy to:

With Copy to:

50691089.3

City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas 78 154 Attn: John Kessel, City Manager

Denton, Navarro, Rocha & Bernal, P.C. 2517 North Main A venue San Antonio, TX 78212 Attn: Charlie Zech

Schertz Economic Development Corporation 1400 Sche1iz Parkway Schertz, Texas 78154 Attn: David Gwin, Executive Director

Schertz Economic Development Corporation 1400 Schertz Parkway Scheliz, Texas 78154 Attn: David Gwin, Executive Director

GE Oil & Gas Legal Department Justin Schwartz 4424 West Sam Houston Parkway N. Houston, Texas 77041 Attn: Justin Schwartz - GE Oil & Gas Legal Dept.

Denton, Navarro, Rocha & Bernal, P.C. 2517 North Main A venue San Antonio, TX 78212 Attn: Charlie Zech

City of Schertz, Texas 1400 Schertz Parkway Schertz, Texas78 154 Attn: John Kessel, City Manager

15 I Page

15. Entire Agreement

It is understood that this Agreement contains the entire agreement between the Parties

and supersedes any and all prior agreements, anangements, or understandings, written or oral,

between the Parties relating to the subject matter. No oral understandings, statements, promises

or inducements contrary to the tenns of this Agreement exist. This Agreement cam1ot be

changed or terminated orally. No verbal agreement or conversation with any officer, agent, or

employee of the CITY, either before or after the execution of this Agreement, shall affect or

modify any of the terms or obligations hereunder.

16. Amendment

No amendment to this Agreement shall be effective and binding unless and until it is

reduced to writing and signed by duly authorized representatives of DEVELOPER, CITY, and

SEDC.

17. Texas Law; Venue

This Agreement has been made under and shall be governed by the laws of the State of

Texas, and venue for any action concerning this Agreement shall be exclusively in the State

District Court of Guadalupe County, Texas. The Paiiies agree to submit to the jurisdiction of

said court.

18. Place of Performance

Performance and all matters related thereto shall be in Comal County, Texas, United

States of America.

19. No Joint Venture

It is acknowledged and agreed by the Patiies that the tenns hereof are not intended to,

and shall not be deemed to, create a partnership or joint venture among the Parties.

20. Waiver

Failure of any Party, at any time, to enforce a provision of this Agreement, shall in no

way constitute a waiver of that provision, nor in any way affect the validity of this Agreement,

16 I P a g e 50691089.3

any part hereof, or the right of the Party thereafter to enforce each and every provision hereof.

No term of this Agreement shall be deemed waived or breach excnsed unless the waiver shall be

in writing and signed by the Paiiy claimed to have waived. Furthen11ore, any consent to or

waiver of a breach will not constitute consent to or waiver of or excuse of any other different or

subsequent breach.

21. Representation

DEVELOPER represents and wan-ants that no member of the City Council of the CITY

and no member of the Board of Directors of SEDC has an interest in the Prope1iy, and that the

same are not owned or leased by any member of the City Council of the CITY or any member of

the Board of Directors of SEDC. DEVELOPER fi.uiher represents and wan-ants that no member

of the City Council of the CITY and no member of the Board of Directors of SEDC is under

contract either directly or indirectly with DEVELOPER or DEVELOPER's agents, contractors,

or subcontractors. DEVELOPER covenants and agrees that this representation and warranty

shall be in effect for the full term of this Agreement as if remade throughout the te1m of the

Agreement.

22. Captions.

All descriptive headings and captions herein are inserted for convenience only and shall

not be considered in interpreting or construing this Agreement.

23. Survival of Covenants

Any of the representations, wan-anties, covenants, and obligations of the Parties, as well

as any rights and benefits of the Paiiies, pertaining to a period of time following the ten11ination

of this Agreement (specifically including, without limitation, Sections 3.4, 3.12, 10, ll, and 24

of this Agreement) shall survive termination of this Agreement.

24. Attorneys' Fees and Expenses

In the event that DEVELOPER should default under any of the prov1s10ns of this

Agreement and CITY or the SEDC should employ attorney(s) or incur other expenses for the

collection of the payments due under this Agreement or the enforcement of performance or

17 I P a g e 50691089.3

observance of any obligation or agreement on the pa1i of DEVELOPER herein contained,

DEVELOPER agrees to pay to the CITY and the SEDC reasonable fees of such attorneys and

such other expenses so incmred by the CITY and the SEDC.

25. Limitation on Liability

It is understood and agreed among the Parties that DEVELOPER, CITY, and the SEDC,

111 satisfying the conditions of this Agreement, have acted independently, and assume no

responsibilities or liabilities to third parties in connection with these actions. Notwithstanding

anything to the contrary herein, DEVELOPER, CITY and SEDC agree that none of them shall

be responsible or liable to the other for any special, consequential, incidental, indirect,

exemplary, punitive or speculative damages.

26. Recitals and Exhibits

The recitals and exhibits are incorporated into this Agreement for all purposes as matters

of contract and not mere recitals and exhibits.

27. Counterparts

This Agreement may be executed in multiple counterparts. Each of the counterpaiis shall

be deemed an original instrument, but all of the counterparts shall constitute one and the same

instrument.

[Signatures and acknowledgments on the following pages}

18 I P a g e 50691089.3

SIGNATURE PAGE TO


GE OIL& GAS INC.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set

fmih below to be effective as of the Effective Date.

GE Oil & Gas Inc.,

a Delaware Corporation

By: -KJ»<h~ Name: K'i'L£ <;R.:r:"FE.r"T I-IS Title: General Manager

THE STATE OF TEXAS §

§

COUNTY OF GUADALUPE §

This instmment was acknowledged before me, the undersigned Notary Public, on this Q 'I day of :rAwUAR~ , 2014, by K 'iLE G..ni=F:rT1+s, General Manager GE Oil

& Gas Inc., a Delaware corporation, on behalf of said corporation.

50691089.3

JACKIE N. CLINE MY COMMISSION EXPIRES

May24,2017

[Signatures and acknowledgements continue on the following page]

S-1 I P a g e

CITY OF SCHERTZ,

a Texas municipal corporation

SIGNATURE PAGE TO


GE OIL & GAS INC.

/_,e~p BY: _ __,_h__, __ ~_,,__ ______ _

Jot=2.Kessel, City Manager

THE STATE OF TEXAS §

§


-1..\1n This instrument was acknowledged before me, the undersigned Notary Public, on this 1"""'' ' day of f\JV;J '(uVJ , 2014, by John C. Kessel, City Manager of the City of Schertz,

=T~ex_a_s_, a Texas municipal corporation, on behalf of said City.

50691089.3

SARAH E. GONZALEZ Notary Pubr1<: Stlrte Of Texas

My Comm. Exp.10-31·2016

[Signatures and acknowledgements continue on the following page]

S-2 I P a g e

SIGNATURE PAGE TO


GE OIL & GAS INC.

CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION,

::exas ~evelopment Corporation

Ti1.,,rown, President

THE STA TE OF TEXAS §

§


This instrf 1ent was acknowledged before me, the undersigned Notary Public, on this ;})~ day of tb!U).fL! , 2014, by Tim Brown, President of the City of Schertz Economic Development Coi-poration, a Texas non-profit industrial development corporation, on behalf of said non-profit industrial development corporation.

50691089.3

BRENDA LOUISE DENNIS NOTARY PUBLIC STATE OF TEXAS

My Commission Expires 11-03-2014

~cr~~ .. Q,w OtarY Public in and for the State of Texas

[Signatures continue on the following page J

S-3 I P a g e

ATTEST:

SIGNATURE PAGE TO


GE OIL & GAS INC.

~(4~ relldaDe;}iS, City Secretary

3-lo-dO\L!-Date

APPROVED AS TO FORM:

~>. ~~:~~~~~)

50691089.3

I Date

S-4 I P age

Legal Description:

Lot I, Block 2, Lack's Subdivision, according to the plat thereof recorded as Document #200706013 878 in the plat records of Comal County, Texas.

Exhibit A-1 I P ci g e 50691089.3

Exhibit B:Map of Property

o 00 D

c::)

BU ~KEf? I

0

\ '"

\ ' I =

\ \..

\ ~

mma Graphic Scale: Feet w

0 125 250 500 750 1,000

50691089.3

\

\

/

Legend

OLD _ SCHWAB

~:.~ Property -+- Railroads

D Building Footprints ROWLines

Exhibit B-1 I P age ' . ' .,

Exhibit C: Infrastructure Incentive

0 so 100 200 300 400

50691089.3

I I I I I I I

' I I

I \ ' ' I I I I

I I

\ ' ' ' I

500

\ \ ' ' ' '

I

' ' I I I

' ' I ' ' I ' ' ' ' I I I I

' ' ' ' ' I ' ' I ' ' ' ' ' I I ' ' ' ' '

Legend

Road Extension

Existing Right of Way

Exhibit C-1 I P a g e

Exhibit D: Driveway Cut for David Lack Drive

Legend Proposed Driveway Cut

Graphic Scale: Feet Existing Right of Way

a 2s so 100 1so 200 2so 300 Road Extension

Exhibit D-1 I P a g e 50691089.3


A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A DEVELOPMENT AGREEMENT AMONG THE CITY OF SCHERTZ TEXAS, THE CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION, AND GE OIL & GAS INC.; AUTHORIZING CERTAIN BENEFITS BY THE CITY PURSUANT THERETO; AND OTHER MATTERS IN CONNECTION THEREWITH

WHEREAS, by City Ordinance No. 12-T-15, the City of Sche1iz, Texas (the "City") established a program under Chapter 380, Texas Local Government Code (the "Code"), as amended, to promote economic development and to stimulate business and commercial activity in the City (the "380 Program"); and

WHEREAS, the City of Schertz Economic Development Corporation ("SEDC") Board approved the Development Agreement GE Oil & Gas Inc. set forth on Exhibit A attached hereto and incorporated herein (the "Agreement") among the City, the SEDC, and GE Oil & Gas Inc. (the "Developer"), pursuant to the City's 380 Program, at the SEDC's Board meeting on January 17, 2014; and

WHEREAS, the SEDC has recommended that the City approve and enter into the Agreement with the SEDC and the Developer; and

WHEREAS, the City Council has determined that it is in the best interest of the City to enter into the Agreement.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS:

Section 1. The City Council hereby authorizes the President of the SEDC and the City Manager of the City, or his designee, to execute and deliver, Development Agreement GE Oil & Gas Inc. in substantially the form set forth on Exhibit A.

Section 2. The recita.Is contained in the preamble hereof are hereby found to be hue, and such recitals are hereby made a patt of this Resolution for all purposes and are adopted as a pait of the judgment and findings of the City Council.

Section 3. All resolutions, or paiis 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 constrned 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 declm·ed 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 ~f\t N:t I, 2014. I

~ Mayor

ATTEST:

~<ho~ Clly Secretary

(CITY SEAL)

EXHIBIT A

DEVELOPMENT AGREEMENT GE Oil & Gas Inc.

. ~-

AMENDMENT NO. 1 TO THE DEVELOPMENT AGREEMENT

(GE OIL & GAS, INC.)

This Amendment 1 to the Development Agreement is entered into to be effective as of the _______day of ________, 2016 (hereinafter called “Effective Date”), by and between the Schertz Economic Development Corporation, located in Guadalupe County, Texas (hereinafter called “SEDC”), a Texas non-profit corporation incorporated under the TEX. LOC. GOV. CODE chapters 501, 502 and 505 and the Texas Non-Profit Corporation Act, the City of Schertz, Texas (hereinafter called “City”), a Texas municipal corporation located in Guadalupe County, Texas and GE Oil & Gas Inc., a Delaware Corporation (hereinafter referred to as “Developer”, and collectively with City and SEDC, the “Parties”). WHEREAS, the PARTIES entered into a Development Agreement affective as of February 4, 2014; and, WHEREAS, the DEVELOPER has established an Existing Gross Payroll of $24,548,099 by March 04, 2014 for the two hundred twenty five (225) Full Time Jobs located at the property and are a part of the Project, in accordance with the Agreement; and WHEREAS, the DEVELOPER has completed the New Capital Investment of Eight Million and No/100 Dollars ($8,000,000) in accordance with the Agreement; and WHEREAS, by February 15, 2015, the DEVELOPER has created 271 Full-Time Jobs with a New Gross Payroll of $30,516,658 which exceeds the minimum requirements for the 2014 Calendar Year, in accordance with the Agreement; and WHEREAS, by February 15, 2016, the DEVELOPER has created 333 Full-Time Jobs with a New Gross Payroll of $35,226,318 which exceeds the minimum requirements for the 2015 Calendar Year, in accordance with the Agreement; and WHEREAS, the Development Agreement states that no amendment shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of the Parties; NOW, THEREFORE, for and in consideration of the premises and mutual covenants and promises set forth, the Parties hereby agree as follows: 1. Section 5 Baseline and Reporting Requirements subsection 5.1.3 of the original

Development Agreement is deleted in its entirety and replaced as follows:

Amendments and Restatements of Section 5.1.3

DEVELOPER shall certify annually, no later than February 15 of each year, to the City the amounts of the Existing Gross Payroll and the New Gross Payroll maintained at the Property. Developer shall submit the Annual Certification Report as provided in Exhibit A (attached to this Agreement) in place of the Texas Employers Quarterly Wage Report. The

City retains the right to request the Texas Employers Quarterly Wage Report from the DEVELOPER upon request. The timely and accurate submission of the Annual Certification Report and Texas Employers Quarterly Wage Reports shall be the responsibility of the DEVELOPER and each must be signed by the General Manager of the DEVELOPER.

2. No Other Amendment. Except as herein modified, the Development Agreement shall

continue in full force and effect. Executed on this _______ day of ___________ 2016.

CITY OF SCHERTZ ECONOMIC DEVELOPMENT CORPORATION

By: ________________________________ Tim Brown, President

ATTEST: By: ________________________________ _______________


By: ________________________________ John C. Kessel, City Manager

ATTEST: By: ________________________________ _______________City Secretary APPROVED AS TO FORM: By: ________________________________ ____________________, City Attorney

Executed on this ______ day of __________________, 2016

DEVELOPER By: _______________________________ Name: Title:

APPROVED AS TO FORM: By: ________________________________

Exhibit A

SAMPLE ANNUAL CERTIFICATION REPORT FORM

[SEE ATTACHED]

The Annual Certification Report for the Development Agreement between the City of Schertz, Texas, City of Schertz Economic Development Corporation and GE Oil & Gas Inc. 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 Jobs located at the Schertz facility during the calendar year? ______________ What is the total Existing Gross Payroll for the Schertz facility during the calendar year? _______________ What is the total New Gross Payroll for the Schertz facility during the calendar year? _______________

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: ____________________________________

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 the Development 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 GE Oil & Gas Inc. 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 GE Oil & Gas Inc. ________________________________________ _________________________________________ 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 GE Oil & Gas Inc., a Delaware Corporation, on behalf of said agency. ______________________________ Notary Public, State of Texas ______________________________ Notary’s typed or printed name

My commission expires

Agenda No. 5



Department: Planning and Community Development

Subject: Ordinance 16-A-10 Conduct a Public

Hearing and consideration and/or action

approving an Ordinance by the City Council

of the City of Schertz, Texas, providing for

the extension of the boundary lines of the

City of Schertz, Texas by the annexation of

approximately 4.138 acres of land located in

the William Bracken Survey No. 74,

Abstract No. 43, Bexar County No. 5056,

and the W. S. Bennett Survey No. 75,


located all in Bexar County approximately

3,000 feet east of the intersection of FM

1518 and Ray Corbett Drive. First Reading

BACKGROUND

In 2010 the City of San Antonio released 3,486 acres of its Extraterritorial Jurisdiction (ETJ) to

the City of Schertz. City Council accepted the area into the City of Schertz ETJ. The subject

property is currently located in the Extra Territorial Jurisdiction (ETJ) of the City of Schertz and

is owned by City of Schertz. The City is proposing to construct an elevated water storage facility

in this location to provide additional capacity for community growth.

The subject property, if annexed, is being considered concurrently with the associated zoning

request (ZC2016-004). The zoning request will encompass the same land contained within the

annexation ordinance. The request to zone the subject property Public Use District (PUB) which

is intended to identify and provide for land owned or may be owned by the City, County, State or

Federal Government or the School District; land that has been dedicated to the City for public

use such as parks and recreation, and land designated and dedicated to the City as a greenbelt.

On April 27, 2016 the Planning and Zoning Commission unanimously voted to forward a

recommended to City Council that the property be zoned Public Use District (PUB).

City Council Memorandum Page 2

Goal

Annex land into the city boundaries in order to construct an elevated storage water tank. This

land is owned by the City of Schertz

Community Benefit

Promote the safe, orderly, efficient development and ensure compliance with the City’s vision of

future growth.


Approval of the first reading of the proposed ordinance.

FISCAL IMPACT

In accordance with Texas Local Government Code (LGC) Chapter 43 the City must provide

services to the land on the effective date of the annexation. City of Schertz must provide police

protection, fire protection, emergency medical services, operation and maintenance of streets,

solid waste collection, water service and sewer service.

RECOMMENDATION

Approval of the annexation Ordinance 16-A-10 on first reading.

ATTACHMENT

Ordinance 16-A-10

Ordinance 16-A-10

ORDINANCE NO. 16-A-10

AN ORDINANCE BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS,

PROVIDING FOR THE EXTENSION OF THE BOUNDARY LINES OF THE CITY OF

SCHERTZ, TEXAS BY THE ANNEXATION OF APPROXIMATELY 4.138 ACRES OF

LAND LOCATED IN BEXAR COUNTY APPROXIMATELY 3,000 FEET EAST OF

THE INTERSECTION OF FM 1518 AND RAY CORBETT DRIVE.

WHEREAS, the Texas Local Government Code Section 43.021 authorizes a home-rule

municipality to annex areas adjacent to its municipal limits according to rules as may be

provided by the municipalities charter and not inconsistent with the procedural rules of Chapter

43 of the Texas Local Government Code; and

WHEREAS, the City of Schertz (the “City”) home-rule charter provides that the City Council

shall have the power by ordinance to annex territory lying adjacent to the City, with or without

the consent of the owners or inhabitants thereof limited and controlled only by the applicable

annexation laws of the State; and

WHEREAS, the Land is owned by the City of Schertz, is located entirely within the

extraterritorial jurisdiction of the City, is contiguous and adjacent to the corporate boundaries of

the City and may be annexed pursuant to Chapter 43 of the Texas Local Government Code and

the City home-rule charter; and

WHEREAS, the City Council of the City of Schertz (the “City”) has determined that it should

annex the territory described on Exhibit A attached hereto and made a part hereof (the “Land”);

and

WHEREAS; the City Council of the City finds that (i) the Land is suitable for municipal

purposes and (ii) it is in the best interest of the City and the citizens and inhabitants thereof that

the Land be annexed to and made a part of the City.

BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS:

THAT:

Section 1. The City hereby annexes the Land described in Exhibit A.

Section 2. The Land shall be included within the City’s corporate limits effective on the

effective date of this Ordinance.

Section 3. The recitals contained in the preamble hereof are hereby found to be true, and

such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part

of the judgment and findings of the Council.

Section 4. All ordinances and codes, or parts thereof, which are in conflict or

inconsistent with any provision of this Ordinance are hereby repealed to the extent of such

Ordinance 16-A-10

conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters

resolved herein.

Section 5. This Ordinance shall be construed and enforced in accordance with the laws

of the State of Texas and the United States of America.

Section 6. If any provision of this Ordinance or the application thereof to any person or

circumstance shall be held to be invalid, the remainder of this Ordinance and the application of

such provision to other persons and circumstances shall nevertheless be valid, and the City

hereby declares that this Ordinance would have been enacted without such invalid provision.

Section 7. It is officially found, determined, and declared that the meeting at which this

Ordinance 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 Ordinance, was

given, all as required by Chapter 551, as amended, Texas Government Code.

Section 8. This Ordinance shall be effective upon the date of final adoption hereof and

any publication required by law.

Section 9. This Ordinance shall be cumulative of all other ordinances of the City of

Schertz, and this Ordinance shall not operate to repeal or affect any other ordinances of the City

of Schertz except insofar as the provisions thereof might be inconsistent or in conflict with the

provisions of this Ordinance, in which event such conflicting provisions, if any, are hereby

repealed.

Approved on first reading the 3RD

of May, 2016.

PASSED, APPROVED AND ADOPTED on final reading the 10th

day of May, 2016.

____________________________________

Michael R. Carpenter, Mayor

ATTEST:

________________________________


(SEAL OF THE CITY)

Ordinance 16-A-10

Exhibit A

“The Land”

Ordinance 16-A-10

Ordinance 16-A-10

Ordinance 16-A-10

Agenda No. 6



Department: Planning and Community Development

Subject: Ordinance No. 16-S-11 – Conduct a Public



of the City of Schertz, Texas regarding a

request to zone approximately 4.138 acres of

land to Public Use District (PUB). The

property is more specifically described as a

portion of the William Bracken Survey No.

74, Abstract No. 43, Bexar County No.

5056, and the W.S. Bennett Survey No. 75,


located all in Bexar County; located

approximately 3,000 feet east of the

intersection of FM 1518 and Ray Corbett

Drive. First Reading

BACKGROUND

This is a request to zone approximately 4.138 acres of land generally located 3,000 feet east of

the intersection of FM 1518 and Ray Corbett Drive to Public Use District (PUB). Public Use

District (PUB) is intended to identify and provide for land owned or may be owned by the City,

County, State or Federal Government or the School District; land that has been dedicated to the

City for public use such as parks and recreation, and land designated and dedicated to the City as

a greenbelt.

The subject property is currently located in the Extra Territorial Jurisdiction (ETJ) of the City of

Schertz and is owned by City of Schertz. The City is proposing to construct an elevated water

storage facility in this location to provide additional capacity for community growth.

The public hearing notice was published in “The Daily Commercial Recorder” on April 15, 2016

and the “Herald” on April 20, 2015. Six (6) public hearing notices were mailed to surrounding

property owners within two hundred (200) feet of the subject property on April 16, 2016. At the

time of this report no reply form with responses have been received.


Comments and questions received at the April 27, 2016 Planning and Zoning Commission public

hearing included clarification on the required legal notice requirements and sizing of the

proposed elevated storage tank.

Goal

Zone approximate 4.138 acre tract of land to Public Use District (PUB).

Community Benefit

Promote safe, orderly, efficient development and ensure compliance with the City’s vision of

future growth.


Staff reviewed the request for conformance with the Comprehensive Land Plan and the Future

Land Use Plan (FLUP). The Future Land Use Plan (FLUP) designates the subject property for

Mixed Use Neighborhood which is defined in the Comprehensive Land Plan as intended to

accommodate the development of walkable neighborhoods within South Schertz in the vicinity

of FM 1518 and Lower Seguin Road which includes various residential and live work uses.

Comprehensive Plan Goals and Objectives: The proposed rezoning request is generally

in conformance with the goals and objectives of the Comprehensive Plan. In particular,

the proposed zone change supports the goal to ensure adequate development of public

facilities as well as upgrade public facilities and services in order to meet the challenges

of growth.

Impact of Infrastructure: The proposed zone change will have an impact on the waste

infrastructure system by providing additional capacity for community growth.

Impact of Public Facilities/Services: The proposed rezoning request should have a

minimal impact on public services, such as schools, fire, police, parks and sanitation

services.

Compatibility with Existing and Potential Adjacent Land Uses: The subject property is

currently surrounded by undeveloped land, single family residential and agriculture uses

which is currently consistent with the Comprehensive Land Use Plan.

FISCAL IMPACT

None

RECOMMENDATION

The Planning and Zoning Commission conducted the public hearing on April 27, 2016 and

offered a recommendation of approval by a unanimous vote.


Staff recommends approval of Ordinance 16-S-11 to zone the subject property to Public Use

District (PUB).

ATTACHMENT

Ordinance No. 16-S-11

ORDINANCE NO. 16-S-11


AMENDING THE OFFICIAL ZONING MAP BY ZONING APPROXIMATELY 4.138

ACRE TRACT OF LAND LOCATED APPROXIMATELY 3,000 FEET EAST OF THE

INTERSECTION OF FM 1518 AND RAY CORBETT DRIVE TO PUBLIC USE

DISTRICT (PUB).

WHEREAS, an application to zone approximately 4.138 acres of land described in the Exhibit

A and Exhibit B attached herein (herein, the “Property”) has been filed with the City; and

WHEREAS, the City’s Unified Development Code Section 21.5.4.D. provides for certain

conditions to be considered by the Planning and Zoning Commission in making

recommendations to City Council and by City Council in considering final action on a requested

zone change (the “Conditions”); and

WHEREAS, on April 27, 2016, the Planning and Zoning Commission conducted a public

hearing and, after considering the Conditions, hereby makes a recommendation of approval of

the zoning; and

WHEREAS, on May 3, 2016 the City Council conducted a public hearing and after considering

the Conditions and recommendation by the Planning and Zoning Commission, determined that

the requested zoning be approved as provided for herein.


THAT:

Section 1. The Property as shown and more particularly described in the attached Exhibit

A and Exhibit B, is hereby zoned Public Use District (PUB).

Section 2. The Official Zoning Map of the City of Schertz, described and referred to in

Article 2 of the Unified Development Code, shall be revised to reflect the above amendment.







resolved herein.

















repealed.

Approved on first reading the 3rd

day of May, 2016.


day of May, 2016.

____________________________________


ATTEST:

________________________________


(SEAL OF THE CITY)

Exhibit A

“The Property”

A-1

A-2

A-3

Exhibit B

“The Property”

Agenda No. 7



Department: Development Services

Subject: Ordinance No. 16-S-12 – Conduct a Public



of the City of Schertz, Texas on a request to

rezone approximately 2.76 acres of land in

the Verde Enterprise Business Park Planned

Unit Development (PUD) Ordinance 07-S-

14A to Planned Development District

(PDD). The property is specifically Lot 1,

Block 9 of the Verde Enterprise Business

Park Unit 2 and is located at 17145 IH-35N

in the City of Schertz, Guadalupe County,

Texas. (First Reading)

BACKGROUND

Blanco Business Center LP is proposing to rezone approximately 2.76 acres of land in the Verde

Enterprise Business Park Planned Unit Development (PUD) Ordinance 07-S-14A to Planned

Development District (PDD). The Verde Enterprise Business Park PUD Ordinance 07-S-14A

was approved by City Council on March 6, 2007 to allow a mix of commercial and industrial

uses. The request is to develop Lot 1, Block 9 of Unit 2 in the Business Park in accordance with

the existing PUD Ordinance 07-S-14A with a modification to the building setback adjacent to

property located outside that is commercial or industrial.

The public hearing notice was published in “The Daily Commercial Recorder” on April 15, 2016

and the “Herald” on April 20, 2016. Six (6) public hearing notices were mailed to surrounding

property owners within two hundred (200) feet of the subject property on April 1, 2016. No

responses have been received.

Goal

Sattz Candlewood LLC is requesting to rezone the approximate 2.76 acres tract of land to modify

the development standards to change the setbacks for buildings from a perimeter lot line outside

of the Planned Development District from a minimum of 50’ to a minimum of 20’.


Community Benefit

It is the City’s desire to promote safe, orderly, efficient development and ensure compliance with

the City’s vision of future growth.


The subject property is an approximately 2.76 acre tract of land that is located on the north east

corner of the intersection of Mid-Cities Parkway and IH-35. The property is currently

undeveloped. The applicant is requesting to rezone the subject property to modify the

development standards to change the setbacks for buildings from a perimeter lot line or property

outside of the PUD from fifty foot (50’) to twenty foot (20’).

The subject property shall develop in accordance with the regulations of Ordinance 07-S-14A

except as follows:

IV. AMENDMENTS TO COMMERCIAL AREA DEVLEPMENT STANDARDS

A.1 Building Setback

All buildings shall have a setback of at least twenty feet (20’) from a perimeter lot

line of property outside of the PUD. [7.9A(c)].

Staff has reviewed the request and is of the opinion that that proposed zoning request will be

compatible with the surrounding adjacent land uses. It is unclear why the PUD was written to

have a greater setback adjacent to commercial or industrial uses when the current zoning of

General Business (GB) for the adjacent property located outside the PDD has a minimum side

yard setback of zero (0).

FISCAL IMPACT

None

RECOMMENDATION

The Planning and Zoning Commission conducted the public hearing on April 13, 2016 and

offered a recommendation of approval by a unanimous vote.

Staff recommends approval of the zoning request.

ATTACHMENT

Ordinance No. 16-S-12

ORDINANCE NO. 16-S-12


AMENDING THE OFFICIAL ZONING MAP BY ZONING APPROXIMATELY 2.76

ACRES OF LAND THAT IS SPECIFICALLY LOT 1, BLOCK 9 OF THE VERDE

ENTERPRISE BUSINESS PARK UNIT 2 AND IS LOCATED AT 17145 IH-35 N FROM

PLANNED UNIT DEVELOPMENT (PUD) TO PLANNED DEVELOPMENT DISTRICT

(PDD).

WHEREAS, an application to rezone approximately 2.76 acres of land described in the Exhibit

A and Exhibit B attached herein (herein, the “Property”) has been filed with the City; and

WHEREAS, the City’s Unified Development Code Section 21.5.4.D. provides for certain

conditions to be considered by the Planning and Zoning Commission in making

recommendations to City Council and by City Council in considering final action on a requested

zone change (the “Conditions”); and

WHEREAS, on April 13, 2016, the Planning and Zoning Commission conducted a public

hearing and, after considering the Conditions, herby makes a recommendation of approval of the

rezoning according to the development standards set forth in Exhibit C attached herein (the

“Development Standards”); and

WHEREAS, on May 3, 2016 the City Council conducted a public hearing and after considering

the Conditions and recommendation by the Planning and Zoning Commission, determined that

the requested zoning be approved as provided for herein.


THAT:

Section 1. The Property as shown and more particularly described in the attached Exhibit

A and Exhibit B, is hereby zoned Planned Development District (PDD).

Section 2. The Official Zoning Map of the City of Schertz, described and referred to in

Article 2 of the Unified Development Code, shall be revised to reflect the above amendment.







resolved herein.

















repealed.

Approved on first reading the 3rd

day of May, 2016.


day of May, 2016.

____________________________________


ATTEST:

________________________________


(SEAL OF THE CITY)

Exhibit A

“The Property”

Exhibit B

“The Property”

Exhibit C

“The Development Standards”

The subject property will develop in accordance with the regulations of Ordinance 07-S-14A

except as follows:

IV. AMENDMENTS TO COMMERCIAL AREA DEVELOPMENT STANDARDS

A.1 Building Setback

All buildings shall have a setback of at least twenty feet (20’) from a perimeter lot line of

property outside of the PUD. [7.9A (c)].

Informational Item 11

MEMORANDUM



Subject: Amazon.com 2015 Property Tax

Grant according to the Economic

Development Incentive Agreement

BACKGROUND

History: In 2012, the City Council approved an Economic Development Incentive

Agreement among the City of Schertz, the City of Schertz Economic Development

Corporation, Guadalupe County, and Amazon.com.kydc, LLC. (“Amazon”) (the

“Agreement”). The Agreement includes the Property Tax Grant and Sales Tax Grant

which are two annual incentives that Amazon may qualify to receive.

Property Tax Grant: Under the Agreement and subsequent amendments, the City

agreed to provide six (6) annual Property Tax Grants worth 70% for the first three years

and 60% for the final three years on all property taxes paid. In consideration, Amazon

agreed to construct a 1,261,980 square foot facility, create $166 million of New

Investment, maintain at least $125 million of Taxable Property, and employ at least 380

full-time employees with at minimum Annual Payroll of at least $12 million.

On April 15, 2016, Amazon reported its compliance to the Agreement. Amazon has paid

all real and personal property taxes for the 2015 calendar year (Exhibit A). As part of the

Annual Development Incentive and Compliance Report, Amazon reported that it had

(Exhibit B):

Maintained its operations in Schertz according to the Agreement.

Employed an average of 766 Full-Time Jobs through the year including 454 Full-

Time Jobs on January 1, 2015 and 906 Full-Time Jobs on December 31, 2015.

The number of Full-Time Jobs exceeds the minimum requirement of 380.

Paid $20,330,653 in Annual Payroll which is beyond the minimum Annual

Payroll of $12,000,000.

Reported $140,609,160 in Taxable Property which is beyond the minimum

Taxable Property threshold of $125,000,000.

Sales Tax Grant: The Agreement provides a Sales Tax Grant if Amazon generates at

least $100 million in Project Taxable Sales for the calendar year. In 2015, Amazon did

not generate sufficient Project Taxable Sales so they did not qualify for the 2015 Sales

Tax Grant.

FISCAL IMPACT

Amazon paid $716,721.63 in property taxes to the City of Schertz for the 2015 calendar

year. As part of the 2015 Property Tax Grant, Amazon will receive a rebate of

$486,377.79 and the City will receive $230,343.84. The 2015 Property Tax Grant will be

paid by May 30, 2016 from the City’s General Fund as budgeted in the City’s FY 2015-

16 budget.

The methodology outlined in the Agreement was used to calculate the 2015 Property Tax

Grant and includes the following:

2015 Property Tax Grant = New Ad Valorem Taxes * 2015 Schertz tax rate *

Year 2 grant percentage

o The New Ad Valorem Tax value equals $141,483,489.00 which was

calculated by adding $63,525,409.00 in real property and $82,416,686

personal property and subtracting a base value of $4,458,606.00

o The 2015 Schertz tax rate was $0.4911 per $100 of taxable investment

o The Year 2 grant percentage was 70%

Calculation: 141,483,489.00 * 0.4911% * 70% = $486,377.79


Staff has evaluated the Agreement and found that Amazon is compliant for the 2015 tax

year. Staff recommends that the City Council authorize the reimbursement in accordance

with the Agreement and pay $486,377.79.

ATTACHMENT(S)

Exhibit A: Statements of Account

Amazon.com.kydc LLC – Quick Reference ID: P331247 Machinery and

Equipment

Amazon.com.kydc LLC – Quick Reference ID: P331248 Inventory

US Real Estate LP – Quick Reference ID: R31780 Land

US Real Estate LP – Quick Reference ID: R677781 Improvements

Exhibit B: 2015 Annual Development Incentive Compliance and Certification Report

Annual Development Incentive Compliance and Certification Report

Attachment A – 2015 Local Sales & Use Tax

Attachment B – Narrative

Exhibit A

Statement of Accounts

Exhibit B

2015 Annual Development Incentive Compliance and Certification Report