RES 1365 05/13/2008 OF
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RESOLUTION NO. 1365
A RESOLUTION OF THE CITY OF CIBOLO, TEXAS, (CITY) AS
REGARDS LAREDO I-35 NORTH, LTD., A TEXAS LIMITED
PARTNERSHIP, ITS SUCCESSORS AND ASSIGNS (THE "OWNER"),
ENTERING INTO A CHAPTER 380 ECONOMIC DEVELOPMENT
AGREEMENT (THIS "AGREEMENT") RELATIVE TO 80.480 ACRES
OF LAND LOCATED AT THE SOUTHWEST CORNER OF I-35 AND
WIEDERSTEIN ROAD.
WHEREAS, the City Council of the City has authorized certain economic development grants
to the Owner in recognition of the positive economic benefits which will accrue to
the City through the Owner's efforts to develop approximately 80 acres of land,
the majority of which is located in the City of Cibolo, Guadalupe County, Texas,
as more particularly described and/or depicted on the attached Exhibit "A" (the
"Property"), as a retail project;
WHEREAS, the CEDC desires to offer incentives to the Owner over a period of time which
will enable the Owner to develop the Property as an integrated, planned
development retail project ("Protect") in substantial conformity with the
standards set forth in the Planned Development (PD) (herein defined) and agreed
upon with the City of Cibolo and with an overall theme highlighting Cibolo's
heritage and location on the Old Spanish Trail and showcasing the Project as the
gateway to the City of Cibolo, as illustrated by the Project's name "Cibolo
Crossing at Old Spanish Trail";
WHEREAS, the City believes that the development of the Property will contribute to the
economic development of the City by increasing ad valorem taxes, generating
sales tax and employment, and will also provide a mechanism for ensuring the
quality and consistency of development standards for the Project;
WHEREAS, the CEDC believes that the Project is suitable for certain infrastructure necessary
to promote, expand and develop new business enterprises; and
WHEREAS, in consideration of the mutual benefits described in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City of Cibolo and the Owner make such agreement, as
allowed by the City of Cibolo, Texas and as authorized by Chapter 380, Texas
Local Government Code.
NOW, THEREFORE BE IT RESOLVED by the CITY COUNCIL OF THE CITY OF
CIBOLO, TEXAS, THAT:
SECTION 1.
The City of Cibolo and its' agents are hereby authorized to execute all documents necessary to
accomplish the purposes of this resolution.
SECTION 2.
This resolution shall be in full force and effect from and after its final adoption.
APPROVED AND ADOPTED on this the 13th day of May,2008.
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e ifer H an, ayor
Attest:
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Peggy Cimics, City Secretary
EXHIBIT A
CHAPTER 380
ECONOMIC DEVELOPMENT AGREEMENT
BETWEEN
THE CITY OF CIBOLO, TEXAS
AND
LAREDO I-35 NORTH, LTD. OR ITS AFFILIATES
This Chapter 380 Economic Development Agreement (this "Agreement") is
entered into between Laredo I-35 North, Ltd., a Texas limited partnership, its
successors and assigns (the "Owner"), The City of Cibolo, Texas, a home rule city (the
"City"). The Owner and City may be referred to jointly herein as "the Parties" and
individually as a"Party."
RECITALS
WHEREAS, the City Council of the City has authorized the City to make certain
economic development grants to the Owner in recognition of the positive economic
benefits which will accrue to the City through the Owner's efforts to develop
approximately 80 acres of land, the majority of which is located in the City of Cibolo,
Guadalupe County, Texas, as more particularly described and/or depicted on the attached
Exhibit "A" (the "Property"), as a retail project;
WHEREAS, the City desires to offer incentives to the Owner over a period of
time which will enable the Owner to develop the Property as an integrated, planned
development retail project ("Project") in substantial conformity with the standards set
forth in the PD (hereinafter defined) and with an overall theme highlighting Cibolo's
heritage and location on the Old Spanish Trail and showcasing the Project as the
gateway to the City, as illustrated by the Project's name "Cibolo Crossing at Old Spanish
Trail"; and
WHEREAS, the City believes that the development of the Property will
contribute to the economic development of the City by increasing ad valorem taxes,
generating sales tax and employment, and will also provide a mechanism for ensuring the
quality and consistency of development standards for the Project.
NOW, THEREFORE, in consideration of the mutual benefits described in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the City and the Owner agree as follows:
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1.
Authority
The City's execution of this Agreement is authorized by Chapter 380, Texas
Local Government Code, and constitutes a valid and binding obligation of the City
subject to the condition precedent that Owner completes development of the Project as
specified herein. The Owner's execution and performance of this Agreement constitutes
a valid and binding obligation of Owner if the Owner proceeds with the development of
the Property. The City acknowledges that the Owner is acting in reliance upon the City's
performance of its obligations under this Agreement in making its decision to commit
substantial resources and money to develop the Property and Owner acknowledges that
City is acting in reliance upon Owner's performance of its obligations under this
Agreement in making its decision to commit substantial resources to this Project.
2.
Definitions
As used in this Agreement, the following words or phrases shall have the
following meanings:
2.1 "Act of Default or Defauit" means failure to timely, fully, and
completely comply with one or more requirements, obligations, duties, terms, conditions
or warranties, as stated in this Agreement. City may accept substantial compliance in lieu
of full compliance by waiving in writing such Act of Default.
2.2 "Actual Project Sales Tax" means the One Cent Sales Tax Revenue
collected by the City, during each year, from all applicable retail stores, restaurants, and
other business, located within the Project, a portion of which will be paid to Owner in the
form of Chapter 380 Payments, as set forth in this Agreement.
2.3 Ad Valorem Tax Base Line Year" means the final approved taxable
value of all the Project's unimproved real property by the Guadalupe Central Appraisal
District for the year 2007 from which all increases in ad valorem taxable value shall by
measured.
2.4 -"Ad Valorem Tax Effective Date" means January 1 st of the first calendar
year following the City's issuance of Certificate of Occupancy for any building within
the Project, as defined below.
2.5 "Ad Valorem Tax Revenues" means the amount of property taxes
collected by the City on the Property, including any improvements, a portion of which
will be paid to Owner in the form of Chapter 380 Payments, as defined below.
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2.6 "Aggregate Hotel Tax" means the total annual amount of Hotel Tax
Revenues collected by the City, resulting from the imposition of a hotel tax.
2.7 "Assessed Taxable Value" means ad valorem tax values set annually by
the Cibolo Central Appraisal District for real property and improvements on the Property
and does not include on-site business personal property.
2.8 "Architectural Upgrades" means the items more particularly described
on Exhibit"B" attached hereto.
2.9 "CEDC" means the Cibolo Economic Development Corporation.
2.10 "Certificate of Occupancy" shall mean that final document issued by the
City of Cibolo, Texas, entitled "Certificate of Occupancy", indicating that all applicable
codes, regulations, and ordinances enforced by the City of Cibolo have been
unconditionally, fully and completely complied with in all respects. A Certificate of
Occupancy shall not include a certificate issued in error, mistake or misrepresentation of
facts, nor any temporary or conditional document authorizing temporary or conditional
occupancy.
2.11 "Chapter 380 Payment(s)" means the amount(s) paid by the City to the
Owner under this Agreement.
2.12 "City of Cibolo or City" means the governing municipal corporation that
is legally authorized to control the area that is within the city limits of the City of Cibolo,
and the area that is within the City's ETJ and/or Guadalupe County, Texas.
2007. 2.13 "Code" means the Cibolo Code of Ordinances in effect on September 1,
2.14 "Designated Successors and Assigns" shall mean (i) an entity to which
Owner assigns (in writing) all or a portion of its rights and obligations contained in this
Agreement pursuant to Section 13.2, (ii) any entity which is the successor by merger or
otherwise to all or substantially all of Owner's assets and liabilities including, but not
limited to, any merger or acquisition pursuant to any public offering or reorganization to
obtain financing and/or growth capital; or (iii) any entity which may have acquired all of
the outstanding stock or partnership interest of Owner.
2.15 "Effective Date" means the date this Agreement has been signed by all
Parties.
2.16 "Event of Bankruptcy or Insolvency" shall mean the dissolution or
termination of a party's existence as a going business, insolvency, appointment of
receiver for any part of such party's property and such appointment is not terminated
within ninety (90) days after such appointment is initially made, any general assignment
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for the benefit of creditors, or the commencement of any proceeding under any
bankruptcy or insolvency laws by or against such party and such proceeding is not
dismissed within ninety(90) days after the filing thereof.
2.17 "Force Majeure" means an� :.vent in which any Party shall be delayed,
hindered in or prevented from the performance of any act required under this Agreement
by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of
power, unavailability of any utility service, restrictive governmental laws or regulations,
riots, insurrections, the act, the failure to act, or default of another Party or a material
worsening of current conditions caused by acts of terrorism or war (whether or not
declared), or severe weather occurring after the execution of this Agreement, which
materially impair the Party's ability to perform any act required under this Agreement.
2.18 "Gross Leasable Space" means that space under roof and air conditioned
and heated and ready for finish-out work for a selected occupant.
2.19 "Gross Taxable Sales" as defined by the Texas Tax Code and being the
amount of taxable sales during a fiscal year.
2.20 "Hard Costs" means the actual costs of construction incurred by Owner
for the Reimbursable Items (as hereinafter defined) reflected on Exhibit "C" attached
hereto.
2.21 "Hotel Requirements" means an attraction that (i) is eligble to receive
revenue from the municipal hotel occupancy tax pursuant to Section 351.101 of the Tax
Code, (ii) is projected to draw at least fifty (50) visitors per year to the Project, and (iii) is
approved at the sole discretion of the City Council. Examples of an attraction that may
satisfy the Hotel Requirements, include, but are not limited to a museum,
public/historical plaza, amphitheatre or botanical gardens.
2.22 "Hotel Tax Revenue" means the Aggregate Hotel Tax collected by the
City, during each year, from all applicable hotels located within the Project, a portion of
which will be paid to Owner in the form of Chapter 380 Payments, as set forth in this
Agreement.
2.23 "Increased Ad Valorem Tax Revenues" means for any given calendar
year the difference between (x) the Ad Valorem Tax Revenue minus (y) the ad valorem
taxes that would have been collected by the City for that calendar year based on the
Assessed Taxable Value on January 1, 2007.
2.24 "Insolvent" means failure to timely pay debts in the ordinary course of
business or can not pay all debts when and as they become due, or is insolvent within the
meaning of the federal bankruptcy law.
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2.25 "Maximum Reimbursement Amount" means the actual Hard Costs and
Soft Costs incurred by the Owner for construction of the Reimbursable Items; provided,
however the sum of Hard Costs and Soft Costs shall not exceed a combined total of
$15,220,769. The Parties hereby acknowledge and agree that the dollar amounts
allocated to each line item and category shown on Exhibit "C" attached hereto are
estimates only and Owner shall have the right to re-allocate the dollar amounts between
the line items and categories so long as the Maximum Reimbursement Amount is not
exceeded. Notwithstanding the above or anything to the contrary contained in this
Agreement, the City hereby acknowledges and agrees that the Maximum Reimbursement
Amount (i) may be increased pursuant to Sections 2.31 and 5.2 of this Agreement, and
(ii) may be increased by up to $319,687.80 in the event that the actual Hard Costs and/or
Soft Costs of the Public Improvements (as hereinafter defined and as referenced on
Exhibit "C") (excluding the Offsite Wiederstein ROW Dedication) exceed
$2,131,252.00.
2.26 "One Cent Sales Tax Revenue" means the total annual amount of sales
tax revenues collected by the City resulting from the imposition of a one percent
municipal sales tax, such as that presently in effect pursuant to Section 321.101(a) and
Section 321.103, Texas Tax Code.
2.27 "Owner" means Laredo I-35 North, Ltd., a Texas limited partnership,
incorporated and authorized to do business in the State of Texas.
2.28 Intentionally Deleted.
2.29 "Program" means the economic development program established by the
City, as authorized by Chapter 380, Texas Local Government Code, to promote local
economic development and stimulate business and commercial activity within the City.
2.30 "Project" means Owner's planned development of approximately 80
acres, more particularly described on Exhibit "A" attached hereto. The Project is
identified as the "Cibolo Crossing at Old Spanish Trail" Project which (i) shall consist of
an overall theme highlighting Cibolo's heritage and location on the Old Spanish Trail and
showcasing the Project as a gateway to the City; and (ii) may be constructed in phases as
set forth herein in Section 7A.
2.31 "Public Improvements" shall mean (i) the construction of the widening
of Old Wiederstein Road (the "Old Wiederstein Expansion"), (ii) the construction of the
deceleration lanes on I-35 (the "I--35 Decel Lanes"), and (iii) any signalizations and right-
of-way dedications related to the foregoing, as each are more particularly
described/depicted on Exhibit "D" attached hereto and made a part hereof,.
Notwithstanding the above, if Owner is required to construct any offsite improvements
(due to lack of capacity in or inability to tap into the CCMA Wastewater Line (herein so
called) more particularly shown on Exhibit "D-1" attached hereto or for any other
reason) ("Additional Offsite Wastewater Improvements"), in order to obtain wastewater
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service to the Property, such Additional Offsite Wastewater Improvements shall be
included in the definition of "Public Improvements" for purposes of this Agreement and
the Maxiumum Reimbursement Amount shall be increased by the amount of the Hard
Costs and Soft Costs of such Additional Offsite Wastewater Improvements.
2.32 "PD" means the Planned Unit Development for Cibolo Town Center at
Old Spanish Trail dated of even date herewith.
2.33 "Reimbursable Items" means collectively (i) the Public Improvements;
(ii) the Architectural Upgrades; (iii) any payments made by Developer on behalf of the
City to the City of Schertz or CCMA in order to obtain wastewater capacity in the CCMA
Wastewater Line for the Project; and (iv) Attorney's fees paid by Owner to City in
accordance with Section 14.8. of this Agreement.
2.34 "Reimbursement Term" means, for purposes of sales tax
reimbursements, a twenty (20) year period beginning on the first day of the first fiscal
year after the City has received sales tax revenue from the Property and continuing for
each consecutive year through the end of the 20th fiscal year. For purposes of ad
valorem tax reimbursements, "Reimbursement Term" shall mean a twenty (20) year
period beginning on January 1St of the first fiscal year after the City has received sales tax
revenue from the Property and continuing for each consecutive year until December 31st
following the end of the 20th fiscal year.
2.35 "Soft Costs" mean costs incurred by Owner for engineering, design,
insurance, permits, project management (including contractor general conditions
expenses), and all other costs associated with construction of the Reimbursable Items
which are not included in the Hard Costs, as specifically detailed on Exhibit "C"
attached hereto.
3.
Term
This Agreement will become enforceable upon the Effective Date and will
terminate on the first to occur of. (a) the expiration of the Reimbursement Term; (b) upon
receipt by the Owner of payments made by the City of the Maximum Reimbursement
Amount; or (c) upon termination as provided for herein, whichever occurs first (the
"Term"). In recognition of the fact that Chapter 380 Payments are, by necessity,
calculated and paid after taxes have been levied by and paid to the City, the Term of this
Agreement will be deemed extended until any Chapter 380 Payments relating to Actual
Project Sales Tax and Increased Ad Valorem Tax Revenues attributable to the specified
Term of the Agreement have been paid by the City to the Owner. Notwithstanding the
above, the design criteria/development standards set forth in Section 4 of this Agreement
shall be perpetual and shall not terminate pursuant to the provisions set forth above.
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4.
Development Standards
The Project shall be designed and built generally in accordance with the PD.
5.
Utility Service Commitment
5.1 The City guarantees that upon payment of impact fees the City will have
appropriate capacity to provide wastewater service to the Property for at least 736.7
Equivalent Dwelling Units ("EDUs"). For purposes herein, 1 EDU shall be equivalent to
300 gallons per day of wastewater usage. If the City is unable or refuses to provide
appropriate capacity to provide wastewater service to the Property such failure or refusal
shall be considered an event of default under this Agreement
5.2 It is intended that wastewater service to the Property will be provide
through the CCMA Wastewater Line and therefore neither Owner nor the City will be
required to construct any offsite improvements to bring wastewater service to the
Property. Notwithstanding the above, if Owner needs to construct any Additional Offsite
Wastewater Improvements in order to obtain wastewater service to the Property (due to
lack of capacity in or inability to tap into the CCMA Wastewater Line or for any other
reason), Owner will have the right, but not the obligation, to construct such Additional
Offsite Wastewater Improvements and receive reimbursement pursuant to the terms set
forth in Section 2.31 above. Owner shall dilig ;ntly attempt to obtain all easements
necessary for the construction of the Additional Offsite Wastewater Improvements, if
needed, except that the City shall make available, at no cost to Owner, the right to use
any rights of way or easements held by the City;provided, however, if Owner is unable
to obtain any of the offsite easements necessary to construct the Additional Offsite
Wastewater Improvements, or if existing easements and/or public right-of-way are not
suitable for Owner to construct the Additional Offsite Wastewater Improvements, the
City hereby agrees to initiate any necessary eminent domain proceedings to obtain such
easements within thirty (30) days after receiving written request from Owner detailing its
efforts to secure such easements and to diligently prosecute the same to completion so as
to facilitate obtaining the easements in as prompt a manner as possible. Notwithstanding
the above,the City shall not settle any eminent domain case or appeal without Owner's
prior written approval in each instance, such approval not to be unreasonably withheld or
delayed. Furthermore, subject to the reimbursement rights contained herein, Owner
hereby agrees to pay for City's reasonable expenses associated with such eminent domain
proceedings ("Eminent Domain Expenses"), including City staff time for oversight and
project management; attorney's fees; survey fees and expenses; appraisal fees and
expenses; and expert fees and expenses. Said Eminent Domain Expenses shall be paid to
City within forty-five (45) days of Owner's receipt of an invoice for same. If Owner is
required to expend any sums for such Eminent Domain Expenses, Owner shall be
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allowed to increase the Maximum Reimbursement Amount by the amount of such
Eminent Domain Expenses and such expenses shall thereafter become part of the
Reimbursable Items.
6.
City Performance Criteria
6.1 The City is obligated to pay to Owner an amount not to exceed the
Maximum Reimbursement Amount from sources contemplated by this Agreement over a
period not to exceed the Reimbursement Term, subject to the conditions precedent that
Owner has timely and fully complied with all applicable terms and conditions contained
in this Agreement. Further, City's obligation to pay Owner shall cease upon payment in
full of the Maximum Reimbursement Amount, or the expiration of this Agreement after
the Reimbursement Term, even if the Maximum Reimbursement Amount has not been
paid, or termination of this Agreement by City as provided herein, whichever occurs first.
6.2 Ad Valorem Tax Increase Refund.
City shall pay to Owner the applicable percentage, as shown below, of the
Increased Ad Valorem Tax Revenues annually until (i) the Maximum Reimbursement
Amount is paid to Owner from the sources contemplated by this Agreement, (ii) until the
expiration of this Agreement after the Reimbursement Term, even if the Maximum
Reimbursement Amount has not been paid or (iii) termination of this Agreement by City
as provided herein, whichever occurs first, in accordance with the following schedule.
Schedule 6.2: Percentages for Ad Valorem Tax Increase Refund
Year(s) of City's Performance City's Time of Performance
Term Requirements
1-2 City shall refund to Owner Yearly within sixty (60) days after
50% of the Increased Ad receipt of the Increased Ad Valorem
Valorem Tax Revenues (i.e. Tax Revenues
taxes resulting from increases
of the Project's Assessed
Taxable Value over and above
the year 2007 Ad Valorem Tax
Base Line Year value)
3 - 10 City shall refund to Owner Yearly within sixty (60) days after
70% of the Increased Ad receipt of the Increased Ad Valorem
Valorem Tax Revenues (i.e. Tax Revenues
taxes resulting from increases
of the Project's Assessed
Taxable Value over and above
the year 2007 Ad Valorem Tax
Base Line Year value)
11 - End of Term City shall refund to Owner Yearly within sixty (60) days after
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50% of the Increased Ad receipt of the Increased Ad Valorem
Valorem Tax Revenues (i.e. Tax Revenues
taxes resulting from increases
of the Project's Assessed
Taxable Value over and above
the year 2007 Ad Valorem Tax
Base Line Year value)
6.3 Sales Tax Refund
City shall pay to Owner the applicable percentage, as shown below, of the Actual
Project Sales Tax within sixty (60) days of receipt by City until (a) the Maximum
Reimbursement Amount is paid to Owner from the sources contemplated by this
Agreement, (b) until the expiration of this Agreement after the Reimbursement Term,
even if the Maximum Reimbursement Amount has not been paid or (c) the termination of
this Agreement by City as provided herein, whichever occurs first, in accordance with the
following schedule. City shall be required to issue only one (1) sales tax refund check
er quarter(based on the City's fiscal ear)to Owner or Owner's designee.
Schedule 6.3: Percentages for Sales Tax Refund
Year(s)of City's Performance Requirements City's Time of Performance
Term
1 - 2 Fifty percent (50%) of Actual Quarterly within sixty (60) days afte
Project Sales Tax eceipt from the Texas Comptroller o
ctual Sales Tax Collected by the
City
3 - 10 Seventy percent (70%) of Actual uarterly within sixty (60) days afte
Project Sales Tax eceipt from the Texas Comptroller o
Actual Sales Tax Collected by the
City
11 - End of Fifty percent (50%) of Actual Quarterly within sixty (60) days after
Term Project Sales Tax eceipt from the Texas Comptroller o
Actual Sales Tax Collected by the
ity
6.4 Sales Tax Disclosure. Owner covenants and agrees to include as a
condition or covenant filed as a deed restriction, language which requires Owner, its
successors and assigns to sign, or cause to be signed, any documentation necessary to
authorize the State Comptroller's Office to release and disclose to the City any and all
sales tax information relating to any businesses generating sales and use tax within the
Property, including, as necessary a form in materially the same form as that attached
hereto as Exhibit "E"("Sales Tax Disclosure").
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6.5 Hotel Tax Refund. Upon construction of an attraction that satisfies the
Hotel Requirements ("Attraction"), the City shall pay to Owner the applicable
percentage, as shown below, of the Hotel Tax as collected by the Texas Comptroller to
pay the Hard Costs and Soft Costs associated with the Attraction ("Attraction Costs").
The City acknowledges that the Attraction Costs are in addition to and not subject to the
Maximum Reimbursement Amount. The City shall pay to Owner the applicable
percentage, as shown below, of the Hotel Tax as collected by the Texas Comptroller
within sixty (60) days of receipt by City until (a) the Attraction Costs are paid to Owner,
(b) until the expiration of this Agreement after the Reimbursement Term, even if the
Attraction Costs have not been paid or (c) the termination of this Agreement by City as
provided herein, whichever occurs first, in accordance with the following schedule. City
shall be required to issue only one (1) hotel tax refund check per quarter (based on the
City's fiscal year)to Owner or Owner's designee.
Schedule 6.5: Percentages for Hotel Tax Refund
Year(s) of City's Performance Requirements City's Time of Performance
Term
1 - 2 Fifty percent(50%) of the Hotel Tax Quarterly within sixty (60) days aft
eceipt of Aggregate Hotel from th
-Texas Comptroller
3 - 10 Seventy percent (70%) of the Hotel Quarterly within sixty (60) days after
Tax receipt of Aggregate Hotel Tax from
he Texas Comptroller
11 - End Fifty percent (50%) of the Hotel Tax Quarterly within sixty (60) days afte
Reimbursement eceipt of Aggregate Hotel Tax from
of Term he Texas Comptroller
The City agrees that it shall impose a hotel tax within twelve (12) months from the date
Developer delivers notice to the City evidencing that Developer has entered into a
franchise agreement with a specific hotel chain to be located within the Project.
6.6 Audit. Owner shall, upon forty-five (45) days prior written notice to City
and during normal business hours, but in any event not more than two (2) times per
calendar year, have the right to audit and inspect City's records and books and all other
relevant records related to each of the economic development considerations and
incentives and performance requirements, as stated in this Agreement, but the
confidentiality of such records and information shall be maintained by City unless
disclosure of such records and information shall be required by a court order, a lawfully
issued subpoena, or at the direction of the Office of the Texas Attorney General.
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7.
Owner's Covenants, Warranties, Obligations and Duties
7.1 Owner makes the following covenants and warranties to City, and agrees
to timely and fully perform the following obligations and duties. Any false or
substantially misleading statement contained herein or failure to timely and fully perform
as required in this Agreement shall be an Act of Default by Owner. Failure to comply
with any one covenant or warranty shall constitute an Act of Default by Owner.
7.1.1 Owner is authorized to do business and is in good standing in the
State of Texas and shall remain in good standing in the State of Texas during the
Term of this Agreement.
7.1.2 The execution of this Agreement has been duly authorized by
Owner's general partner, and the individual signing this Agreement is the
manager of the general partner, empowered to execute such Agreement and bind
the partnership, said authorization, signing and binding effect is not in
contravention of any law, rule or regulation, or of the provisions of Owner's
partnership agreement, or by-laws, or of any agreement or instrument to which
Owner is a party or by which it may be bound, such authority to be evidenced by
a partnership resolution, attached hereto at the time of execution.
7.1.3 No litigation or governmental proceeding is pending or, to the
knowledge of Owner or Owner's officers, threatened against or affecting Owner
that may result in any material adverse change in Owner's business, properties or
operation. No consent, approval or authorization of or registration or declaration
within any governmental authority is required in connection with the execution of
this Agreement or the transactions contemplated hereby.
7.1.4 There are no bankruptcy proceedings or other proceedings
currently pending or contemplated, and Owner has not been informed of any
potential involuntary bankruptcy proceedings.
7.1.5 To its current, actual knowledge, Owner has acquired and
maintained all necessary rights, licenses, permits and authority to carry on its
business in Cibolo, Texas, and will continue to use its best efforts to maintain all
necessary rights, licenses,permits and authority.
7.1.6 The funds herein granted shall be utilized solely for the purpose of
constructing the Reimbursable Items shown on Exhibit"C".
7.1.7 Owner shall timely and fully comply with all of the terms and
conditions of this Agreement.
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7.1.8 Insurance. Throughout the term of this Agreement, Owner shall, at
its expense, maintain in full force and effect, insurance in the types and amounts
required by Code.
7.1.9 Employment of Undocumented Workers. During the term of this
Agreement, the Owner agrees not to knowingly employ any undocumented
workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), Owner
shall repay the amount of the reimbursements received by the Owner as of the
date of such violation within 120 business days after the date the Owner is
notified by the County of such violation, plus interest at the rate periodically
announced by the Wall Street Journal as the prime or base commercial lending
rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a
prime or base lending rate, then at the annual rate of interest from time to time
announced by Citibank, N.A. (or by any other New York money center bank
selected by the City) as its prime or base commercial lending rate, from the date
of such notice until paid.
7A.
Phasing of Project/CEDC Participation
7A.1 The Property may be developed in phases; provided, however, within
thirty-six (36) months after the Effective Date, Developer agrees that either (i) 50,000
square feet of Gross Leaseable Space or(ii) improvements with a taxable value of at least
Ten Million Dollars ($10,000,000.00) shall have been constructed within the Project (the
"Initial Completion Items"). Owner acknowledges that Owner will not receive any
Chapter 380 Payments until such time as the Initial Completion Items have been
completed.
7A.2 The City hereby acknowledges that pursuant to the terms of that certain
Performance Agreement between Owner and the CEDC ("Performance Agreement"), the
CEDC is participating in a portion of the cost of the Project.
8.
Suspension of Payments
8.1 City, under the following circumstances, and at its sole discretion, may
suspend its obligations under this Agreement and all future payment obligations shall
automatically cease:
8.1.1 In the Event of Bankruptcy or Insolvency on the part of Owner
8.1.2 Any Breach of this Agreement or Act of Default if not cured as
provided for in Section 10.1.
9.
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Reporting and Monitoring
9.1 Owner agrees to the following reporting and monitoring provisions, and
failure to fully and timely comply with any one requirement shall constitute an Act of
Default:
9.1.1 City shall, upon forty-five (45) days' prior written notice to Owner
and during normal business hours, but in any event not more than two (2) times
per calendar year, have the right to audit and inspect Owner's records and books
and all other relevant records related to each of the economic development
considerations and incentives and performance requirements, as stated in this
Agreement, but the confidentiality of such records and information shall be
maintained by City unless disclosure of such records and information shall be
required by a court order, a lawfully issued subpoena, or at the direction of the
Office of the Texas Attorney General.
10.
Owner's Liability
10.1 Should Owner fail to timely or substantially comply with any one or more
of the requirements, obligations, duties, terms, conditions or warranties of this Agreement
such failure shall be an Act of Default by Owner and, if not cured and corrected within
ninety (90) days after written notice to do so, City as its sole and exclusive remedies, may
cease making any further economic payments pursuant to this Agreement, and shall have
the right to draw down on any fiscal posted by Owner for any of the applicable
Reimbursable Items through any agreement with the City (e.g. plat, site development
permit, etc.). Owner shall not be liable to City for any alleged consequential damages.
Notwithstanding the above, if such Act of Default is such a matter that cannot be cured
by reasonably diligent efforts within ninety (90) days, then such occurrence shall not be
an Act of Default so long as Owner promptly initiates and diligently and continuously
attempts to cure the same, even if the same is not cured within said ninety (90) day
period.
10.2 In the event of unforeseeable third party delays or Force Majeure and upon
a reasonable showing by Owner that it has immediately and in good faith commenced
and is diligently and continuously pursuing the correction, removal or abatement of such
delays by using its diligent, good faith efforts, City may consent to and excuse any such
delays, which consent and excuse shall not be unreasonably withheld.
10.3 Any delay for any amount of time by City in providing notice of Default
to Owner shall in no event be deemed or constitute a waiver of such Default by City of
any of its rights and remedies available in law or in equity.
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10.4 Any waiver granted by City to Owner of an Act of Default shall not be
deemed or constitute a waiver of any other existing or future Act of Default by Owner or
of a subsequent Act of Default of the same act or event by Owner.
10.5 The City may at its option, offset any amounts due and payble under this
Agreement against any debt (including taxes) lawfully due and owing to the City from
the Owner, regardless of whether the amount due arises pursuant to the terms of this
Agreement or otherwise, and regardless of whethter of not the debt has been reduced to
judgment by a court.
10.6 Should Owner be in default of this Agreement, as defined within this
Agreement, City shall have all remedies as recited under Section 10.1.
11.
City's Liability Limitations
Should the City fail to timely or substantially comply with any one or more of the
requirements, obligations, duties, terms, conditions or warranties of this Agreement, such
failures shall be an Act of Default by City and City and shall have ninety (90) days to
cure and remove the Default upon receipt of written notice to do so from Owner. Owner
specifically agrees that City shall only be liable to Owner for the amount of the money
grants it is required to convey to Owner, attorneys fees and costs of court and shall not be
liable to Owner for any alleged or actual consequential damages. It is further specifically
agreed that City shall only be required to pay the amounts solely out of its portion of the
Actual Project Sales Tax, and the Increased Ad Valorem Tax Revenues on this Project.
12.
Land Use
12.1 The Parties acknowledge that the Project envisions a development over a
significant area that will be developed in phases, as more specifically described in
Section 7A.
12.2 Owner agrees to comply with the Code, as amended or supplemented by
this Agreement and the PD.
12.3 It shall be the duty and responsibility of the Owner to ensure that the
Property and the buildings and improvements located within the Project are consistently
maintained in good order and condition and state of repair in accordance with comparable
mixed-use projects located in Central Texas, including, but not limited to, sweeping and
removal of trash, litter and refuse, painting and striping of parking areas, repair and
replacement of paving as necessary, maintenance of landscaped areas, community
gathering areas, detention ponds, removal of accumulation of ice and snow from
driveways and parking areas, and maintenance and repair of lighting fixtures and signs.
14
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The failure or refusal of Owner to fulfill or perform any of the obligations contained in
this Section 12.3 shall constitute an event of default under this Agreement if such failure
or refusal shall continue without correction for a period of thirty (30) days from and after
written notice from City to Owner; provided, however if due to the nature of said
obligation, the same could not be reasonably fulfilled or performed within said thirty-day
period exercising due diligence, an event of default shall not be deemed to have occurred
if Owner has been continuously, diligently pursuing the fulfillment or performance of the
obligation and shall thereafter continuously and diligently proceed therewith until
completion. With respect to any event of default under this Section 12.3, the City shall
have, as its sole and exclusive remedy, the right, but not the obligation, after such notice
and cure period to cure such default by the payment of money or the performance of
some other action for the account of and at the expense of the defaulting Owner. To
effectuate any such cure, City shall have the right to enter upon the Property (but not into
any building) to perform any necessary work or furnish any necessary materials or
services to cure the default of the defaulting Owner. In the event the City shall cure a
default, the defaulting Owner shall reimburse City for all reasonable and out-of-pocket
costs and expenses incurred in connection with the uncured condition and such curative
action within thirty (30) days of receipt of demand, together with reasonable
documentation supporting the costs incurred and/or expenditures made.
13.
Responsibility Assignment
13.1 The provisions contained in this Agreement shall be the individual
requirement of or benefit to (as the case may be) Owner and its Designated Successors
and Assigns. Notwithstanding the above, if Owner sells only a portion of the Property to
a third party (e.g. sale to an anchor tenant, pad user, etc. [herein referred to as a"Buyer"),
the Buyer shall only be obligated to comply with the terms and conditions set forth in
Section 4 herein and will not be deemed to have assumed the obligations (e.g. obligation
to construct the Reimbursable Items) or have been granted the rights (e.g. right to receive
Chapter 380 Payments) of the "Owner"under this Agreement.
13.2 If Owner sells all or substantially all of the Property to a Designated
Successor or Assign, such Designated Successor or Assign shall assume all of the rights
and obligations of "Owner" under this Agreement; provided however, Owner may
expressly retain the right to receive Chapter 380 Payments. Upon such assignment by the
Owner, Owner shall no longer be liable for the assigned rights and obligations and the
City shall look solely to the Designated Successor or Assign for performance
13.3 To aid in determining the applicability of Sections 13.1 and 13.2 above,
Owner shall designate in the deed (or other similar document of record) whether the
purchasing entity is a Buyer or a Designated Successor or Assign. If no such designation
is made, the purchasing entity shall be deemed a"Buyer".
15
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14.
Miscellaneous Provisions
14.1 Changes in Law. If, during the Term of this Agreement, State law
applicable to municipal sales taxes, ad valorem taxes or hotel taxes changes and, as a
result, the Chapter 380 Payments differ from the amount which would have been paid to
Owner under the laws in effect as of the Effective Date, then the City, in its sole
discretion, may adjust the Chapter 380 Payments utilizing whatever discretionary taxes
and revenues are legally available to the City to be allocated to the Chapter 380
Payments. The foregoing does not require the City to use funds from other sources
and/or sources that are not within the City's discretion to allocate to the Project in order
to achieve the same economic benefits to both Parties, which would have resulted if the
law had not changed.
14.2 Complete Agreement/Amendment. This Agreement represents a
complete agreement of the parties and supersedes all prior written and oral matters
related to this Agreement. This Agreement may be canceled, changed, modified or
amended, in whole or in part, only by the written and recorded agreement by the City and
the then current owner of the Property. In the event that the Property shall be owned by
more than one owner, then this Agreement may be canceled, changed, modified or
amended, in whole or in part, only by the written and recorded agreement by the City and
the owners of sixty percent (60%) of the land area of the Property; provided, however,
that so long as Owner or its Designated Successors and Assigns have at least a ten
percent (10%) ownership interest in the Property, it shall be required to join in any
cancellation, change, amendment or modification of this Agreement.
14.3 Mutual Assistance/Good Faith. The City and the Owner each agree to
act in good faith and to do all things reasonably necessary or appropriate to carry out the
terms and provisions of this Agreement, and to aid and assist the other in carrying out
such terms and provisions in order to put the other in the same condition contemplated by
this Agreement, regardless of any changes in public policy, the law or taxes or
assessments attributable to the Property.
14.4 Permitting. The Parties agree to cooperate with one another to facilitate
the expeditious processing of permits, including zoning application(s), subdivision
applications, development application(s) and building permit applications required for the
Proj ect.
14.5 Representations and Warranties. The Parties represent and warrant to
one another that the Program and this Agreement are within their authority, and that they
are duly authorized and empowered to enter into this Agreement, unless otherwise
ordered by a court of competent jurisdiction.
14.6 Release and Indemnification. THE CITY SHALL NOT BE LIABLE
FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO
16
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ANY PERSON OR PROPERTY ARISING FROM THE ACTS OR OMMISSIONS OF
THE OWNER PURSUANT TO THIS AGREEMENT. THE OWNER HEREBY
WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS, AGENTS AND
EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS "CITY" )
FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY
PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE
SOLE NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY. THE OWNER DOES
HEREBY INDEMNIFY AND SAVE HARMLESS THE CITY FROM AND AGAINST
ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING
COURT COSTS, ATTORNEY'S FEES AND COSTS OF INVESTIGATION) AND
ACTIONS OF ANY KIND BY REASON OF INJURY TO OR DEATH OF ANY
PERSON OR DAMAGE TO OR LOSS OF PROPERTY ARISING FROM THE
OWNER'S BREACH OF ANY OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT, OR BY REASON OF ANY ACT OR OMISSION ON THE PART OF
THE OWNER, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES,
REPRESENTATIVES, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR
PERMITTED ASSIGNS IN THE PERFORMANCE OF THIS AGREEMENT (EXCEPT
WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR
DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE SOLE NEGLIGENCE
OF THE CITY). IN THE EVENT OF JOINT OR CONCURRENT NEGLIGENCE OF
BOTH THE CITY AND OWNER, THE RESPONSIBILITY, IF ANY, SHALL BE
APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY AND WITHOUT
WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. IF ANY
ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST CITY IN
CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, THE OWNER SHALL
BE REQUIRED, ON NOTICE FROM CITY, TO DEFEND SUCH ACTION OR
PROCEEDINGS AT THE OWNER'S EXPENSE, BY OR THROUGH ATTORNEY'S
REASONABLY SATISFACTORY TO THE CITY. THE PROVISIONS OF THIS
SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND
NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY.
14.7 Force Majeure. All obligations of Owner and City shall be subject to
events of "force majeure" which shall mean any contingency or cause beyond the
reasonable control of a party, as applicable, including, without limitations, acts of God or
the public enemy, war, riot, civil commotion, insurrection, adverse weather, government
or de facto governmental action or inaction (unless caused by negligence or omissions of
such party), fires, explosions, floods, strikes, slowdowns or work stoppages, shortage of
materials and labor.
14.8 Attorney's Fees. Upon execution of this Agreement by Owner and City
and City Council's approval of same, Owner agrees to pay City's reasonable attorney's
fees associated with the negotiaton of this Agreement. Said fees shall be paid to City
17
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within forty-five (45) days of Owner's receipt of an invoice for same and shall be part of
the Reimburseable Items.
14.9 Binding Effect. This Agreement will be binding on and inure to the
benefit of the Parties and their respective successors and assigns.
14.10 Termination. If the Owner elects not to proceed with the development of
the Project as contemplated by this Agreement, the Owner will notify the city in writing,
and this Agreement and the obligations of all Parties will be deemed terminated and of no
further force or effect as of the date of such notice, except those that expressly survive the
termination hereof, if any. Notwithstanding the above, Owner agrees to reimburse City
for all professional fees expended in the negotiation and preparation of this Agreement.
14.11 Notice. Any notice or other communication ("Notice") given under this
Agrement must be in writing, and may be given: (i) by depositing the Notice in the
United States Mail, postage paid, certified, and addressed to the Party to be notified with
return receipt requested; (ii) by personal delivery of the Notice to the Party, or an agent of
the Party; or (iii) by confirmed facsimile, provided that a copy of the Notice is also given
in one of the manners specified in (i) or (ii). Notice deposited in the mail in the manner
specified will be effective two (2) business days after deposit. Notice given in any other
manner will be effective only if and when received by the Party to be notified. For the
purposes of Notice, the addresses of the Parties will, until changed as provided below, be
as follows:
Owner: Laredo 1-35 North, Ltd.
Attn: Marcus iMoreno
16818 Tuscany Stone, Suite 100
San Antonio, Texas 78258
Ph: (210)497-3385
Fax: (210)495-2587
With a copy to: Drenner& Golden Stuart Wolff, LLP
Attn: Talley J. Williams
301 Congress Ave., Suite 1200
Austin, Texas 78701
Ph: (512) 404-2234
Fax: (512)404-2244
City: City of Cibolo
Attn: City Manager
200 South Main Street
Cibolo, Texas 78108
Ph: (210) 658-9900
Fax: (210) 658-1687
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With a copy to: Charles Zech
c/o Denton,Navarro, Rocha& Bernal, P.C.
Attn: Charles E. Zech
2517 N. Main Avenue
San Antonio, Texas 78212
Ph: (210) 227-3243
Fax: (210) 225-4481
All Parties may designate a different address at any time by giving Notice to the
other Parties.
14.12 Interpretation. Each of the Parties have been represented by counsel of
their choosing in the negotiation and preparation of this Agreement. In the event of any
dispute regarding the interpretation of this Agreement, this Agreement will be interpreted
fairly and reasonably and neither more strongly for or against any Party based on
draftsmanship.
14.13 Relationship of the Parties. This Agreement will not be construed as
establishing a partnership or joint venture,joint enterprise, express or implied agency, or
employer-employee relationship between the parties. Neither the City nor their past,
present or future officers, elected officials, employees or agents, assume any
responsibility or liability to any third party in connection with the development of the
Project or the design, construction or operation of any portion of the Project.
14.14 Applicable Law. This Agreement is made, and will be construed and
interpreted, under the laws of the State of Texas and venue will lie in Guadalupe County,
Texas. No Party to this Agreement waives or relinquishes any immunity or defense on
behalf of itself, its officers, employees, agents or representatives as a result of the
approval or execution of this Agreement.
14.15 Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws, it is the intention of the Parties that
the remainder of this Agreement not be affected and it is also the intention of the Parties
that, in lieu of each provision that is found to be illegal, invalid or unenforceable, a
provision be added to this Agreement which is legal, valid or enforceable and is as
similar in terms as possible to the provision found to be illegal, invalid or unenforceable.
14.16 Paragraph Headings. The paragraph headings contained in this
Agreement are for convenience only and will in no way enlarge or limit the scope or
meaning of the paragraphs.
14.17 No Third Party Beneficiaries. This Agreement is not intended to nor
shall it be interpreted to confer any rights, privileges or causes of action upon any third
party.
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14.18 Counterparts. This Agreement may be executed simultaneously in two
or more counterparts, each of which will be deemed an original, but all of which will
constitute one and the same instrument. A facsimile signature will be deemed to be an
original signature for all purposes.
14.19 Exhibits. The following exhibits are attached to and incorporated into this
Agreement for all purposes.
Exhibit"A": Property Description
Exhibit `B": Architectural Upgrades
Exhibit"C": Reimbursable Items
Exhibit"D": Public Improvements
Exhibit"D-1":CCMA Wastewater Line
Exhibit`B": Agreement for Disclosure of Sales Tax Information
[Signature Pages to Follow]
After Recording, Return to:
16818 Tuscany Stone, Suite 100
San Antonio, Texas 78258
20
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EXECUTED to be effective as of the day of , 2008.
OWNER:
LAREDO I-35 NORTH, LTD.,
a Texas limited partnership
By: ABG Enterprises, Ltd., a Texas limited
partnership, its general partner
By: Galo, Inc.
a Texas corpora on,
its general p
By:
5&-N04
Name:
Title: J1�5' Q Vl
Date: _ g
CITY:
THE CITY OF CIBOLO, TEXAS,
a Home-Rule Municipal Corporation
By:
Name:
Title:
Date:
Approved As To Form and Content:
ity Attorney
Exhibit E
AGREEMENT FOR DISCLOSURE OF CONFIDENTIAL
TAX INFORMATION
This agreement is entered into between the City of Cibolo, Texas (hereafter the
"City") and (business name) (hereinafter the "taxpayer") for the purposes indicated
herein.
I, (title), and the duly authorized agent of
(_business name ) , a vendor doing business at Name and Address of Facility do hereby
stipulate and agree as follows:
I hereby authorize the Texas Comptroller's Office to release and disclose any and
all Sales and Use tax information relating to the operation of the above referenced
taxpayer's business location to the City. I understand and agree that this release will be
made by the Comptroller's Office to the City on an ongoing monthly basis beginning on
the date this Agreement is executed. This Agreement waives any and all rights with
respect to the parties regarding the confidentiality of tax information under Sections
111.006, 151.027, Tax Code, or other state law.
The City agrees that it will use the tax information disclosed by the Comptroller
pursuant to this Agreement solely and exclusively for the purposes of calculating
payments to be made pursuant to a Ch. 380 Economic Development Agreement between
the City and Laredo I-35 North, Ltd. dated effective , 2008.
This Agreement is entered into in or with regard to property located in Cibolo,
Guadalupe County, Texas and Texas law will apply to its interpretation and enforcement.
SIGNED AND AGREED TO on this the day of , 2008.
name name
title title
On Behalf of the "City" On behalf of the "Taxpayer"
Texas Taxpayer Identification No.
P Bury ___Partners
E N G I N E E R I N G S O L U T I O N S
80.480 ACRES FN NO. 50672-02-1
(3, 505, 722 SQ. FT. ) DECEMBER 18, 2006
50672-02ti.DWG JOB NO. 50672-02 .92
FIELD NOTE DESCRIPTION
OF A 80.480 ACRE TRACT OF LAND SITUATED IN THE JACOB DE CORDOVA
SURVEY NO, 514, ABSTRACT NO. 117, AND JOHN SALADIN SURVEY NO.
404, ABSTRACT NO. 299, CITY OF CIBOLO, GUADALUPE COUNTY, TEXAS,
AND BEING COMPRISED OF THE REMAINDER OF THAT CERTAIN 78. 79 ACRE
TRACT OF LAND CONVEYED TO IRC JOINT VENTURE 35 NORTH, AND
RECORDED IN VOLUME 654 , PAGE 715, AND THAT CERTAIN SAME 35. 906
ACRE TRACT OF LAND CONVEYED TO WILLIAM DEAN III (TRACT2)
RECORDED IN VOLUME 654, PAGE 770, BOTH DOCUMENTS BEING RECORDED
IN DEED RECORDS OF GUADALUPE COUNTY, TEXAS; SAID 80.480 ACRE
TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING, AT A FOUND TEXAS DEPARTMENT OF TRANSPORTATION
CONCRETE MONUMENT MARKING THE SOUTHERLY END OF A CUT BACK CORNER
AT THE INTERSECTION OF THE SOUTHWESTERLY RIGHT OF WAY LINE OF
WIEDERSTEIN ROAD WITH THE SOUTHEASTERLY RIGHT OF WAY LINE OF
INTERSTATE HIGHWAY 35 (VARIABLE ROW) ;
THENCE, N 84056' 14 W, ALONG THE SAID CUT BACK LINE, A DISTANCE
OF 61. 37 FEET TO A FOUND CONCRETE MONUMENT ON THE SOUTHWESTERLY
LINE OF WIEDERSTEIN ROAD, MARKING THE MOST NORTH-NORTHEASTERLY
CORNER OF HEREIN DESCRIBED TRACT;
THENCE, ALONG THE SOUTHWESTERLY LINE OF WIEDERSTEIN ROAD, THE
FOLLOWING COURSES;
S 31011` 24" E, A DISTANCE OF 99.94 FEET TO A FOUND TEXAS
DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT;
S 57002' 23"E, A DISTANCE OF 56 .01 FEET TO A FOUND TEXAS
DEPARTMENT OF TRANSPORTATION CONCRETE MONUMENT;
S 31012' 45" E, A DISTANCE OF 966.23 FEET TO A FOUND % INCH
IRON ROD, MARKING THE EASTERLY CORNER OF HEREIN DESCRIBED
TRACT, AND THE NORTHERLY CORNER OF LANTANA SUBDIVISION UNIT
3 AS RECORDED IN BOOK 6, PAGE 691 PLAT RECORDS OF GUADALUPE
COUNTY, TEXAS;
THENCE, ALONG THE WESTERLY LINE OF SAID LANTANA SUBDIVISION UNIT
3, AND THE WESTERLY LINE OF LANTANA SUBDIVISION UNIT 2 AS
RECORDED IN BOOK 6, PAGE 640 PLAT RECORDS OF GUADALUPE COUNTY,
TEXAS, THE FOLLOWING COURSES;
S 06°40' 54" W, A DISTANCE OF 403 .48 FEET TO A FOUND % INCH
IRON ROD, FOR A CORNER OF HEREIN DESCRIBED TRACT;
S 08042' 24"W, A DISTANCE OF 376. 84 FEET TO A SET % INCH
IRON ROD WITH BPI CAP, FOR A CORNER OF HEREIN DESCRIBED
TRACT;
S 35008' 30" W, A DISTANCE OF 397 . 72 FEET TO A FOUND 'fz INCH
IRON ROD, FOR A CORNER OF HEREIN DESCRIBED TRACT;
S 43049' 39" W, A DISTANCE OF 397. 63 FEET TO A FOUND INCH
IRON ROD, ON THE NORTHEASTERLY LINE OF THAT CERTAIN 160
ACRE TRACT CONVEYED TO EVELYN KRAMME RIPPS AS RECORDED IN
VOLUME 261, PAGE 168 DEED RECORDS OF GUADALUPE COUNTY,
TEXAS, FOR THE WESTERLY CORNER OF SAID LANTANA SUBDIVISION
UNIT 2;
THENCE, N 30001159 W, ALONG THE NORTHEASTERLY LINE OF SAID 160
ACRE TRACT, A DISTANCE OF 21. 71 FEET TO A FOUND % INCH IRON ROD
FOR THE NORTHERLY CORNER OF SAID 160 ACRES, AND THE EASTERLY
CORNER OF SAID ROBERT JOHN DEAN TRACT;
THENCE, S 59023' 51 W, ALONG THE COMMON LINE OF SAID 160 ACRE
TRACT AND SAID ROBERT JOHN DEAN TRACT, A DISTANCE OF 982 . 99 FEET
TO A FOUND % INCH IRON ROD FOR THE SOUTHERLY CORNER OF SAID
ROBERT JOHN DEAN TRACT.', SAME BEING THE EASTERLY CORNER OF THAT
CERTAIN 35. 906 ACRE TRACT CONVEYED TO R.D.L. PROPERTIES AS
RECORDED IN VOLUME 1258, PAGE 345 OFFICIAL RECORDS OF GUADALUPE
COUNTY, TEXAS;
THENCE, N 30036' 23 W, ALONG THE COMMON LINE OF SAID 35 . 906 ACRE
TRACT AND SAID ROBERT JOHN DEAN TRACT, A DISTANCE OF 1433 . 06
FEET TO A FOUND CONCRETE MONUMENT ON THE SOUTHEASTERLY RIGHT OF
WAY LINE OF INTERSTATE HIGHWAY 35 (VARIABLE ROW) , FOR THE
WESTERLY CORNER OF SAID ROBERT JOHN DEAN TRACT;
THENCE, ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE
HIGHWAY 35 (VARIABLE ROW) , THE FOLLOWING COURSES;
N 41046'45" E, A DISTANCE OF 92 . 93 FEET TO A CONCRETE
MONUMENT FOR A CORNER OF HEREIN DESCRIBED TRACT;
N 41045'24" E, A DISTANCE OF 508.44 FEET TO A FOUND
CONCRETE MONUMENT FOR A CORNER OF HEREIN DESCRIBED TRACT;
N 44019' 09 E, A DISTANCE OF 400.48 FEET TO A FOUND CONCRETE
MONUMENT FOR A CORNER OF HEREIN DESCRIBED TRACT;
N 46°40' 46 E, A DISTANCE OF 23 .56 FEET TO A FOUND CONCRETE
MONUMENT FOR A CORNER OF HEREIN DESCRIBED TRACT;
N 46030' 19 E, A DISTANCE OF 862. 08 FEET TO A FOUND CONCRETE
MONUMENT FOR A CORNER OF HEREIN DESCRIBED TRACT;
N 41046'26 E, A DISTANCE OF 317.33 FEET TO THE POINT OF
BEGINNING, AND CONTAINING 80.480 ACRES OF LAND, MORE OR
LESS.
I, JAMES W. RUSSELL, A REGISTERED PROFESSIONAL LAND SURVEYOR, DO
HEREBY CERTIFY THAT THE PROPERTY DESCRIBED HEREIN WAS DETERMINED
BY A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND
SUPERVISION.
BURY & PART 2`EEAS*-W.�=ELL
l� rz1/8 0
PARTNERS, INC. ��
ENGINEERS AND SURVEYORS
922 ISOM ROAD, SUITE #100 R.P.L.S #4230
SAN ANTONIO, TEXAS 78216 STATE OF TEXAS
,LAMES ."RUSS L.
.'
.............
230 ,
a
Architectural Unetrades
• Architectural Improvement Allowance ($10 ppr square foot for approximately 547,000 SF of
buildable space)
o Allowance will be used to upgrade buildings with some or all of the following
architectural enhancements:
■ Awnings and shading devices at the facades
■ Natural stone,and/or brick accents to add visual interest
■ Improved massing of buildings and storefronts to create depth and improve the
pedestrian experience
■ Varied paving materials and treatments at the walkways in front of the shop
space
■ Benches and trash receptacles,that are architecturally interesting and pay
homage to the"Old Spanish Trail'theme of Cibolo Crossing at Old Spanish Trail
• Decorative Community Lighting
o Decorative Street Lighting which adds to the sense of place to be created at Cibolo Town
Center. Ripps- Kruessler extension shall be comprised of the following decorative lights
■ 4,330 LF of street, 1 light every 50' both sides of street @ $2,000/fixture
o Bollard Lighting at areas of special interest and as a safety feature within the
neighborhood retail
o Recessed and Up Lighting/Flood lighting for decorative purposes
• Lighting that enhances the architectural character
• Lighting that enhances the Native Landscaping
• Placemaking Dedications—Community Gathering Space
o At least 2 acres of community gathering space will be included in the Project to promote
the history of Cibolo
o Space will utilize educational elements, placards,and architectural hard scape to create
an inviting environment where visitors can relax in the shade and learn about the
history of Cibolo and the Old Spanish Trail
o This space may be utilized to promote the "Gateway to Cibolo" concept and include
advertising and community interest boards to promote local events
o This space may also be used to host community events
• Repetitive Landscape Elements
o Use of similar masonry,wrought iron,or themed hardscape elements(themed logos,
and iconography) which reinforce the theme of the "Old Spanish Trail'will be repeated
throughout the site.
o Stone benches, raised landscape planters, which create spaces for the community to
gather
o Massing of landscape elements shall be placed at pedestrian nodes and areas of
community interest
o Use of plant material in repetition may be utilized to achieve the "sense of place"
o Use of varied paving materials including but not limited to:
■ Stamped/stained/salted concrete
■ Stamped/colored asphalt
■ Stone or simulated stone pavers
• Landscape and Open Space Buffers
o Medians on roadways and select parking medians will be landscaped to include:
■ earthen berms
■ large rocks,and/or rock beds
■ native and drought tolerant plantings
■ large species trees
o Earthen berms shall be utilized to:
■ Minimize traffic impact
■ Provide sound buffers
■ Provide visual interest
• Superior Native Landscaping
o A native planting palette has been provided the PUD
o A plant and tree list has been designed to integrate drought tolerant and native plants
within the site to provide a regional and themed experience
• Community Monumentation
o Two project identity signs are permitted on the site that
■ Serve as distinctive symbols for the project and as a gateway for Cibolo
■ Will be ground mounted but may include pylon extensions to achieve up to 50'
in height provided the extensions include architectural enhancements
■ Have an iconic quality that sets forth an identifiable brand for the project
o Signage described in the PUD
■ Will be consistent with the architectural character and themeing of the project
■ Include references to the theme of the Old Spanish Trail
■ Will coordinate with:
• The design of the buildings
• The size and scale of the buildings
• Any master sign program approved by the City
o Pedestrian sign kiosks may be located in the project to inform visitors of Cibolo's history
and special events
• Wayfinding Mechanisms
o Themed signage in the site will create links:
■ To downtown Cibolo to promote tourism
■ Within the site for better circulation
■ Within the site to promote the Community Gathering space
o Sidewalks:
■ Shall include brick and/or stone paving, scored/stained concrete,and/or
integrally colored concrete
■ Located along public streets shall include street trees
Cibolo Crossing �HMIT
at Old Spanish Trail
Reimbursable Items
Total Funded
Public Improvements
Public Roadways
Onsite
ROW Dedication $ 1,225,000
Offsite
Widen Old Wiederstein $ 144,252
Wiederstein ROW dedication $ 99,490
1-35 Frontage Rd. Decel Lanes $ 450,000
Signalization $ 312,000
Architectural Upgrades
Community Monumentation/Downtown Draw
Architectural Improvement Allowance $ 5,475,000
Decorative Community Lighting $ 346,400
Placemaking Dedications-Open Space $ 980,100
Repetitive Landscape Elements $ 1,393,746
Landscape and Open Space Buffers $ 1,020,000
Superior Native Landscaping $ 1,500,000
Community Monumentation $ 725,000
Wayfinding Mechanisms $ 1,549,781
Total Expenses* $ 15,220,769
*Maximum Reimbursement amount may be increased pursuant to express items set forth in the Chapter 380
Agreement
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