Village Of Salado  SPECIAL BOARD OF ALDERMEN SALADO MUNICIPAL BUILDING 301N. STAGECOACH. SALADO, TEXAS JULY2, 2024. AT6:30P.M.  MEETING  THIS WILL BE AN IN-PERSON MEETING THAT WILL ALSO BE AVAILABLE VIRTUALLY USING, YouTube YOU CAN ACCESS THE MEETING FROM YOUR COMPUTER, TABLET  OR SMARTPHONE USING THE FOLLOWING LINK: www.youtube.com/@Vilageorsalado  SCANCODE  Jointhe meeungsnnesDeore, postedstartme.  AGENDA  CALL TO ORDER CALL OFROLL INVOCATION  JULY: 2, 2024, AT 6:30 P.M. VILLAGE SECRETARY MAYOR BERT HENRY    1.  PUBLIC COMMENTS  THE BOARD OF ALDERMEN WELCOMES COMMENTS FROM CITIZENS ON ISSUES AND ITEMS OF CONCERN NOT ON THE AGENDA. THOSE WISHING TO SPEAK MUST SIGN IN BEFORE THE MEETING BEGINS AND OBSERVE A FIVE (5) MINUTE TIME LIMIT WHEN ADDRESSING THE BOARD. SPEAKERS WILL HAVE ONE (1) OPPORTUNITY TO SPEAK DURING THIS TIME-PERIOD. SPEAKERS DESIRING TO SPEAK ON AN AGENDA ITEM WILL BE ALLOWED TO SPEAK WHEN THE AGENDA ITEM IS CALLED. INQUIRIES ABOUT MATTERS NOT LISTED ON THE AGENDA WILL EITHER BE DIRECTED TO STAFF OR PLACED  ON A FUTURE AGENDA FOR ALDERMEN CONSIDERATION.  2.  CONSENT AGENDA  (A) APPROVAL OF MINUTES OF JUNE 20, 2024, REGULAR BOARD OF (B) APPROVAL OF APPOINTMENT OF THERESA HOWARD TO THE PARKS DISCUSS AND CONSIDER POSSIBLE ACTION REGARDING ANY ITEM  ALDERMEN MEETING ADVISORY BOARD  3.  REMOVED FROM THE CONSENT AGENDA  4. STATUS REPORTS  (A) CITY ADMINISTRATORS REPORT  MIXED BEVERAGE TAXES ALLOCATION  ROAD REPAIRS UPDATE  5.  DISCUSSION AND POSSIBLE ACTION  (A) DISCUSS AND POSSIBLE ACTION ON APPROVAL OF FINAL PLAT FOR (B) DISCUSS AND POSSIBILE ACTION ON CONDITIONAL APPROVAL OF (C) DISCUSS AND POSSIBLE ACTION ON APPROVAL OF STAGECOACH ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF SALADO AND STAGECOACH 1943, LP., AND AUTHORIZING MAYOR BERT  WEST AMITY SUBDIVISION PHASE 2 MINOR PLAT FOR DOROTHY TWO.  HENRY TO EXECUTE THE AGREEMENT.  (D) DISCUSS AND POSSIBLE ACTION ON APPROVAL OF AN AUDIT ENGAGEMENT LETTER WITH ARMSTRONG, VAUGHAN & ASSOCIATES,  P.C., IN THE AMOUNT OF $15,900.00.    (E) DISCUSSION ON PROPOSED FISCAL YEAR 2024-2025 BUDGET,  INCLUDING CAPITAL IMPROVEMENT PROJECTS  ADJOURNMENT NOTE  THE BOARD OF ALDERMEN MAY RETIRE INTO EXECUTIVE SESSION AT ANY TIME BETWEEN THE MEETING'S OPENING AND ADJOURNMENT FOR THE PURPOSE OF DISCUSSING ANY MATTERS LISTED ON THE AGENDA AS AUTHORIZED BY THE TEXAS GOVERNMENT CODE INCLUDING, BUT NOT LIMITED TO, HOMELAND SECURITY PURSUANT TO CHAPTER 418.183 OF THE TEXAS LOCAL GOVERNMENT CODE; CONSULTATION WITH LEGAL COUNSEL PURSUANT TO CHAPTER 551.071 OF THE TEXAS GOVERNMENT CODE; DISCUSSION ABOUT REAL ESTATE ACQUISITION PURSUANT TO CHAPTER 551.072 OF THE TEXAS GOVERNMENT CODE; DISCUSSION OF PERSONNEL MATTERS PURSUANT TO CHAPTER 551.074 OF THE TEXAS GOVERNMENT CODE; DELIBERATIONS ABOUT GIFTS AND DONATIONS PURSUANT TO CHAPTER 551.076 OF THE TEXAS GOVERNMENT CODE; DISCUSSION OF ECONOMIC DEVELOPMENT PURSUANT TO CHAPTER 551.087 OF THE TEXAS GOVERNMENT CODE; ACTION, IF ANY, WILL BE TAKEN IN OPEN SESSION.  CERTIFICATION  Ihereby certify the above Notice of Meeting was posted on the Bulletin Board at the Salado  Municipal Building on June 28, 2024, by 5:00 p.m.  Debra Bear Debra Bean, City Secretary  The Village of Salado is committed to compliance with the Americans with Disabilities Act. Reasonable modifications and equal access to communications will be provided upon request. Please contact Debra Bean, City Secretary at 254-947-5060 for information. Hearing-impaired or speech-disabled persons equipped with telecommunication devices may utilize the  statewide Relay Texas Program at 1-800-735-2988.    BOA Agenda Item #2A-B  Willage  Date Submitted:  Salado Agenda Date Requested: June 28, 2024  Agenda Item: CONSENT AGENDA  Council Action Requested: Ordinance Resolution Motion Discussion  Project/Proposal Summary: 2. CONSENT AGENDA  (A)APPROVAL OF MINUTES OF JUNE 20, 2024, REGULAR BOARD OF ALDERMEN (B)APPROVAL OF APPOINTMENT OF THERESA HOWARD TO THE PARKS  MEETING  ADVISORY BOARD    Submitted on Monday, June 17,2024-11:59am Submitted by anonymous user: 24.155.46.174  Submitted values are:  IAMI INTERESTED IN SERVING ONTHE FOLLOWING BOARDS AND COMISSIONS  Boards and Commissions Parks Advisory Board  Personal Information First Name Theresa Last Name Howard City Salado Zip Code 76571 Email Phone Number Qualifications in.  Street Address 518 Creek Run Circle  Doyoul live inside the corporate limits of the Village of Salado? Yes  Please list any professional and/or community organizations and activities you are involved lam the co-founder of Legacy CTX Inc., the non-profit the organizes the annual Sirena Please list any areas of expertise, experience, training, skills, or interests which you belief As the co-founder of Legacy CTXInc, our organization was responsible for providing a significant donation to fund the all abilities playground at Pace Park. We have worked with the Village for a number of years to help make the park more appealing to residents and  Festival in Salado.  qualifies you for membership on this board or commission.  tourists, and we have advocated and helped fund park improvements.  Resume resume2024.pdf    References References Other  Current or Previous Public Service  Are you currently serving on a Village of Salado board or commission? No Have you ever: served on a' Village of Salado board or commission? No Doyou have any relatives or members of your household serving as an elected or  appointed official of the Village of Salado? No  Ethics Agreement  Have you ever been convicted of a crime, excluding traffic violations?No  Ifyes, please explain NA  Do you know of any reason you might have a conflict of interest because your service on the board or commission that you are applying for?lfso, please list below. No known  conflicts of interest Supplemental Questions  Have you ever attended a meeting of the board or commission you are applying for?No Why are you willing to commit time to volunteer for this appointed position? The main reason that land Amber Dankert established the non-profit Legacy CTX Inc was to ensure that 1) donations for the Pace Park all abilities playground were secure and no longer beingr mismanaged, as had been done previously, 2) that all donations were appropriately accounted for, and 3) to ensure that the all abilities playground project actually came to fruition. Prior to our non-profit being established, the all-abilities playground project was nothing more than ani idea and much of the money that had been raised fori it, had been severely mismanaged. After our non-profit took over the Sirena Festival, we were able to raise and donate, in one year, more than the previous event organizer had ini the previous 4 years. Additionally, our actions encouraged Village officials tos seek funding for the remaining balance needed to build the park. Ibelieve that my actions over the last several years have demonstrated my commitment to improving Salado. lwould like to continue in those efforts, because our parks are a large part of what PLEASE READ THE FOLLOWING STATEMENT CAREFULLY BEFORE SUBMITTING YOUR  makes this community such al beautiful place to live and visit.  APPLICATION    ICERTIFY THAT ALL STATEMENTS THATIHAVE MADE ONTHIS APPLICATION AN DANY OTHER! SUPPLEMTARY MATERIALS ARE TRUE AND CORRECT. IHEREBY AUTHROIZE THE VILLAGE OF SALADOTO INVESTIGATE THE ACCURACY OF THIS INFORMATION FROM ANY PERSON OR ORGANIZATION, ANDI IRELEASE THE' VILLAGE OF SALADO AND ALL PERSONS AND ORGANIZATION FROM ALL CLAIMS AND LIABILITIES ARISING FROM SUCH INVESTIGATION OR THE SUPPLYING OF INFORMATION FOR SUCH INVESTIGATION. ACKNOWLEDGE THAT ANY FALSE STATEMENT OR MISREPRESETNATION ON THIS APPLICATION OR SUPPLEMENTARY MATERIALS WILL BE CAUSE FOR REFUSAL OF APPOINTMENT OR IMMEDIATE DISMISSAL AT ANY TIME DURINGTHE PERIOD OF MY  APPOINTMENT.  Name of Applicant Theresa Howard Date of Application Mon, 06/17/2024    Theresa Howard  Creek Run Circle, Salado, TX76571  Experience  Therapist Sell-Employed  11/2022 - Present  Provide therapeutic services and interventions to a variety of clients Formulate treatment plans to aid inimprovement of clients' daily Collaborate with other mental health professionals to ensure optimal Attend continuing education conferences to furtherr my understanding of therapeutic interventions and various  lives  results for patients  psychological maladies  Personal Trainer Self-Employed  1/2022-Present  Conduct initial evaluations to determine client fitness levels and Develop personalized workouts targeting endurance, muscle Encourage client success via workout programs, discussions regarding healthy lifestyles, and periodic progress evaluations Attend continuing education classes to increase my knowledge  establish goals growth, and fat loss  base in the field of personal training  Administrator / HR  SafeSmart Shipping, DAUT, Austin, TX  9/2019-10/2021  Screened potential applicants, scheduled and participated in interviews, entered prospective employees in the logistics portal, Scheduled Amazon training classes for new hires, data entry of new Managed and published the weekly work schedule for 70+  and set up drug screenings  employees into ADP, Homebase, and Mentor    employees and rostered those employees in the logistics portal to Counseled employees for various infractions and terminated Produced company documents and new policies and ensured Managed daily call-outs and no-call, no-shows by employees to Maintained open communication with Amazon management and Participated in daily meetings with the owner on matters involving Miscellaneous as needed tasks to include ordering supplies, picking  ensure all routes were assigned employees as necessary distribution to all employees ensure route drops did not occur  staff to resolve issues and ensure compliance company growth and improvement  up vehicles, etc.  Completed bi-weekly payroll  Real Estate Investor / Property Manager  El Paso Texas  8/2015-10/2023  Negotiated the buying and selling of real estate  Managed all rental units and ensured the property was properly  maintained  Scheduled all necessary repairs and maintenance to ensure a cohesive living environment for all  Conducted new tenant interviews and background screenings, collected monthly rental payments, and worked closely with tenants Prepared and distributed necessary court documentation when eviction was necessary, as well as attended all necessary court Responsible for all bookkeeping matters which included maintaining financial records, preparing all federal tax documents and issuing all  hearings  vendor checks  Small Business Owner Jacleyn's Rose, El Paso Texas  10/2015-12/2017  Provided customized boutique, in-home, and live online shopping  experiences for clients    Organized charity shopping events at the request of clients Listed, sold, and shipped items to clients across the U.S. Managed and created all social media marketing campaigns Responsible for ali bookkeeping matters to include compiling sales reports, maintaining financial records of expenses and profits, and  filing all sales tax and federal taxes  Small Business Co-Owner JBF Bell County, Belton, TX  10/2012-2/2016  Responsible for all bookkeeping matters to include compiling all data and reports from the registers, maintaining all financial records, preparing all federal, state, county and franchise tax documents Created and distributed press releases to newspapers, radio stations, television stations, bloggers, etc. Coordinated and participated din subsequent interviews and maintained a positive working  and issuing all consignor checks  relationship with media personnel  Set up and maintained all POS equipment and software during each Responsible for event preparation and execution, to include working with venue staff prior to and after the sales events, securing all necessary licenses and insurance, and maintaining the business Managed and trained event volunteers on operation of the POS  sale.  website  and on proper set up of each sale Provided customer complaint resolution  Education  Tarleton State University Killeen, TX Master's Degree  8/2006  Major: Counseling Psychology Tarleton State University Killeen, TX  8/2004    Bachelor's Degree Major: Psychology Crisis Intervention Training Management Training  Job Related Trainings  How to Deal with Difficult Employees Training LPC -Licensed Professional Counselor  Licenses  State of Texas 2008-Present    BOA Agenda Item #4A  Wlllage  Date Submitted:  'Salado Agenda Date Requested: June 28, 2024  Agenda Item: STATUS REPORTS  Council Action Requested: Ordinance Resolution Motion Discussion  Project/Proposal Summary: 4. STATUS REPORTS  (A)CITY ADMINISTRATOR'S REPORT MIXED BEVERAGE TAXES ALLOCATION ROAD REPAIRS UPDATE    TEXAS COMPTROLLER OF PUBLIC ACCOUNTS  P.O. Box 13528 . Austin,TX 78711-3528  June 21, 2024  TREASURER CITY OF SALADO PO BOX 219 SALADO TX 76571  Authority code is 2014120  Mixed Beverage Taxes Allocation Summary: MAY 2024 (APRIL 2024 REPORTS)  Gross Receipts Tax  Sales Tax 2,473.01 0.00 0.00 2,473.01  TOTAL 4,516.97 0.00 0.00 4,516.97  (1) Total Period Collections + $ 2,043.96  (2) Carry Forward from Prior Allocation (3) Retained Amount Balance (4) Net Payment (1+2-3=4).  $ $ = $ 2,043.96  0.00 0.00  NOTE: Anegative figure in item 3 represents an outstanding amount owed to the State. The Total Net Payment shown above is your monthly allocation payment, which includes revenue from monthly reports plus collections derived from audit payments. It has been deposited directly to your account. If for some reason Mixed beverage and private club registration permittees remit mixed beverage taxes (gross receipts tax and sales tax) to the Comptroller's office. We allocate a percentage of the total tax remittances for each calendar month to the counties where permittees are located. If the permittees are also located in an incorporated city or authorized special purpose district, an additional percentage is allocated to that city or special purpose district.  your payment could not be deposited, a warrant is enclosed.  The percentage for this allocation is 10.7143%. website at nttps:/mycpa.cpa.state.lxusAllocallocation/MixBev.  Allocation payment information is also available online through the Comptroller's  The Mixed Beverage Taxes Comparison Summary Report is available at ntps/comptrollerteagoviranpameneylocalAlecatlons.ind-beverage/  If you have any questions about your mixed beverage taxes allocation payment, please contact us by email at TaxAllocation@epa.texas.gov or call 800-531-5441,  ext. 3-4530, or 512-463-4530.  Form 67-300 (Rev. 10-23/14)    BOA Agenda Item #5A  Willage  Date Submitted:  Salado Agenda Date Requested: June 28, 2024  Agenda Item:  Council Action Requested: Ordinance Resolution Motion Discussion  DISCUSSION AND POSSIBLE ACTION  Project/Proposal Summary:  5.DISCUSSION. AND POSSIBLE ACTION  (A)DISCUSS AND POSSIBLE ACTION ON APPROVAL OF FINAL PLAT FOR WEST  AMITY SUBDIVISION PHASE2  Note: The Planning and Zoning Commission recommended approval of the final plat on June 11, 2024, during a regular meeting. The property site is located in the  Village's ETJ.    MRB group  www.mibgrovp.com  March 13, 2024 Village of Salado 301 N Stagecoach Rd. Salado, Texas 76571 Review 1963.22 Mr. De La Rosa, comments: Final Plat  Manny De La Rosa, Village Administrator,  RE: West Amity Subdivision Phase 2 Final Plat and Construction Plans 3rd Submittal  MRB Group has completed our review of the referenced project and offer the following  1. All previous comments have been addressed.  Construction Plans  1.A All previous comments have been addressed.  MRB Group has completed our review of the referenced project and find the submission meets the Village of Salado's subdivision/plat requirements. If you have any  questions, please feel free to contact me.  If you have any questions, please feel free to contact me.  Sincerely,  RE Solomon Thomas, P.E. solomon.lnomasembgroup.com  303 W. Calhoun Avenue Temple, TX 76501 . 254-771-2054 TBPE Firm Registration Number F-10615    BOA Agenda Item #5B  Village  Date Submitted:  'Salado Agenda Date Requested: June 28, 2024  Agenda Item:  Council Action Requested: Ordinance Resolution Motion Discussion  DISCUSSION AND POSSIBLE ACTION  Project/Proposal Summary: PLAT FOR DOROTHY TWO.  5(B) DISCUSS AND POSSIBILE ACTION ON CONDITIONAL APPROVAL OF MINOR  Note: The Planning and Zoning Commissioner conditionally approved the minor plat on June 25, 2024, during a regular meeting. The property is located on Williams Road, south of FM 2484, south of the proposed new high school, in the Village's ETJ.    MRB  group  www.mibgroup.com  June 18, 2024  Mr. Manuel De La Rosa, Village Administrator  Village of Salado 301 N. Stagecoach Rd. Salado, TX76571  RE: DOROTHY Two MINOR PLAT---REVIEW COMMENTS MRB PROJECT No. 1963.22000.000  Mr. De La Rosa:  MRB Group has completed our review of the referenced project and offers the following comments. Please contact me if you have any concerns or questions. 1. Please provide completed & signed Master Application, signed Plat Submittal Checklist, & Bell County Tax Certificate / Proof of Ownership. 2. Final Plat Submittal Checklist pg. 6indicates Property Owner's Cerlificate- Section 2.4h(19). Please match Subdivision Ordinance text (see below).  NOW, THEREFORE. KNOW ALLI MENE BY THESE PRESENTS: THATA ACAMPBELL BRANCHI INVESTMENTS LLC. ewee  UTILITIES, SAID USE BYI PUBLIC UTILITIES BEING SUBORDINATE TOT THE PUBLIC'S AND VILLAGE OFS SALADO'S USE THEREOF. THE VILLAGE OF SALADO ANDF PUBLIC  ACTINGH HEREIN BY ANDI HROUGHI HIS DULY AUTHORIZED OFFICERIS). DOES HEREBY ADOPT THISE PLAY DESIGNATING THE HEREN ABOVE DESC RIBEDPROPERTY OF DOROTHY IWO, A5 SUBDIVISION: SITUATEDINT THEE ETJOF THE VILLAGE OFS SALADO. TEXAS. ANDDgES HEREBY DEDICATE. INFEE SIMPLE TOT THE PUBLIC USE FOREVER, THE STREETS. RIGHTS-OF-WAY. AND OTHER PUBLIC ICI IMPROVEMENIS: SHOWN THEREON. THE STREETS ANPALLEYS.E ANY, AREDEDICATED FORS STREET PURPOSES. EFAFEN * FOREVER, FORI THEF PURPOSESI INDICATEDONT THIS PLAT. NOBUILDINGS. FENCES, TREES. SHRUBS R OTHER IMPROVEMENIS OR GROWTHS SHALL BE CONSTRUCTED ORF PLACED UPON, OVER OR ACROSS THEE EASEMENTS AS: SHOWN, EXCEPTT THATL LANDSCAPE IMPROVEME MAY BEI PLACED INLANDSCAPE EASEMENTS, IFAPPROVED BY4 DESIRINGT TOUSE OR USING THES SAME UNLESST THE EASEMENT LIMITS THE USET TOP PARTICULA LIYE ENTITIES SHALL HAVE THER RIGHT TOR REMOVE ANDI KEEP REMOVED ALL OR PARTS OF ANY BUILDINGS, FENCES. TREES. SHRUBS OR OTHERI IMPROVEMENTS OR GROWTHS WHICHA MAY IN ANY WAYE ENDANGER ORII INTERFERE WITHT THE CONSTRUCIION. MAINTENANCI R EFFICIENCY OF THEIR RESPECTIVES SYSTEMS IN SADEASEMENIS. THE VILLAGE OFS SALADO ANDI PUBUIC UTIUTY ENTITIES SHALL. ATA ALLT TIMES HAVE THEFULL RIGHT OF INGKESS ANDE EGRESS TO OR FROMT THEIRE RESPECIVEEASEMENB FOR THEF PURPOSE OF CONSTRUCTNG. RECONSTRUCTNG INSPECING. PATROLLING. MAINTAINING. READINGI METERS. AND ADDINGT TOC ORR REMOVING/ ALL ORP PARTS OF THEIR RESPECTIVE SYSTEMS WITHOUT THE NECESSITY AT ANY PROCURING PERMISSION  MNORPLA  EASEMENTS ANFPUBLIC USE AREAS. AS SHOWN. ARE DEDICATED. FORT THEF PUBLICUSE  O FROM ANYONE.  VILAGEHMe INA ADDMON, UTLITYE EASEMENTS MAYA ALSO EDI FORI THE MUTUAL USE ANDA ACCOMMODAIONOF, ALLF PUBLIC UTILIMTES  TIME  Comments continued on next page.  303 W.Calhoun. Avenue Temple, TX76501 . 254-771-2054 TBPE Firm Registration Number F-10615    MRB group  Mr. Manuel De La Rosa, Village Administrator RE: DOROTHY Two MINOR PLAT-REVIEW COMMENTS  Village of Salado June 18, 2024 Page 2  3. Final Plat Submittal Checklist pg. 61 indicates Surveyor certificate and Notary Block -Section 2.4h(19). Please match Subdivision Ordinance text (see below).  KNOW ALL MEN BY THESE PRESENTS:  THATI,THE UNDERSIGNED. DO HEREBY CERTIFY THATIPREPARED THIS PLAT FROM AN ACTUAL AND ACCURATE ACCORDANCE WITH THE SUBDIVISION REGULATIONS OF THE VILLAGE OF SALADO, TEXAS  SURVEY OF1 THE LAND AND THAT THE CORNER MONUMENTS SHOWN THEREON SMAL-8SEBOPERLY: PLACED,UNDER MY PERSONAL: SUPERVISIONI  AS "SET"WERE  Sincerely,  San Fhnayalabtu Lee Lingenfelter, PE, CFM Project Manager Plat Review Comments.docx  -  MAP220000V0-Pa: and FonRevewaMa-Dorolhylwoondsemaluao20240618Dorolhy Two Minor    BOA Agenda Item #5C  Wilage  Date Submitted:  Salado Agenda Date Requested: June 28, 2024  Agenda Item:  Council Action Requested: Ordinance Resolution Motion Discussion  DISCUSSION AND POSSIBLE ACTION  Project/Proposal Summary:  5(C) DISCUSS AND POSSIBLE ACTION ON APPROVAL OF STAGECOACH ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE OF SALADO AND  STAGEÇOACH 1943, LP.    STAGECOACH ECONOMIC DEVELOPMENT PROGRAMAGREEMENT This Economic Development Program Agreement ("Agreemen!") is entered into this ,2024, by and between the Village ofSalado, Texas,C"Village"), and Stagecoach  day of  1943, LP, a Texas limited parnemhpçSageoach),  WHEREAS, the Village has authorized the Mayor to enter into this Agreement with Stagecoach in recognition of the positive economic benefits to the Village through Stagecoach's renovation of Stagecoach Inn & Restaurant described on the attached Exhibit A ("Property")a as  an upscale boutique hotel containing 48 hotel rooms. ("Projec!"); and  WHEREAS, the purpose of this Agreement is to implement an economic development program of the Village that promotes tourism and the hotel industry as contemplated by Chapter 351 of the Texas Tax Code, and to promote economic development as contemplated by Chapter 380 of the Texas Local Government Code, whereby Stagecoach intends to renovate, develop, and operate the Project in conformance with the Village's development approvals for the Project, and;  WHEREAS, Swgeochimtemasioinveimetipotnseys2nAns to real WHEREAS, Stagecoach intends to hire for the Project at least 25 full-time and/or full- WHEREAS, the Village agrees to provide Economic Incentive Payments (as defined below) to Stagecoach to defray aj portion ofthe Project'scosts and/or promote tourism and the hotel industry WHEREAS, promoting the commercial investment in the form ofa hotel and restaurant will generate economic development, stimulate commercial activity, create jobs, generate additional sales tax and hotel occupancy tax, and will enhance the property tax base and economic vitality of WHEREAS, This Agreement and the economic development incentives set forth herein are given and provided by the Village pursuant to and in accordance with its program for the economic  property in the Village; and  time equivalent employees as defined by Section 2.4 of this Agreement; and  within the Village;  the Village;  development of the Village;  WHEREAS, the Village is authorized by Article III, Section 52-a oft the Texas Constitution and Texas Tax Code Chapter 312 to approve ad valorem property tax abatements to promote local economic development and to stimulate business and commercial activity in the Village; and WHEREAS, the Village has determined that providing incentives to Stagecoach in accordance with this Agreement will: (i) further the objectives ofthe Village; (2) benefit the Village and the Village's inhabitants; and (ii) promote local economic development and stimulate business  and commercial activity in the Village; and  WHEREAS, the Village has determined that the grant of Hotel Occupancy Tax incentives to Stagecoach will directly support and fulfill a public purpose and that all  3    transactions involving the use of public funds and resources in the establishment and administration of the incentive program will contain controls likely to ensure that the public NOW, THEREFORE, in consideration of the mutual benefits and promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  purpose is accomplished;  the Village and Stagecoach agree as follows:  1.  Authority. The Village'sexecution oft this Agreement is authorized by Chapter 380 of the Texas Local Government Code and by action of the Salado Board of Aldermen, and constitutes a valid and binding obligation ofthe Village in the event Stagecoach proceeds with the development of the Project. The Village acknowledges that Stagecoach is acting in reliance upon the Village's performance ofits obligations under this Agreement in making its decision to commit substantial  resources and money to develop the Project.  2.  Definitions. 2.1 2.2  "Base Year Value" means the taxable value of the Project existing as of the "Economic Incentive Payment(s)" ("EIPs-")means all ofthe payments required to  Effective Date of this Agreement on the January 1 preceding the execution of this Agreement. be paid by the Village to Stagecoach under this Agreement, as well as the amount of any  development application fees waived.  2.3 "Effective Date" is the date this Agreement is executed to be effective by the Village 2.4 "Full Time Equivalent Employee"("FTE") means a combination ofe employees, each of whom individually is not a full-time employee because they are not employed on average at least 35 hours per week, but who, in combination, are counted as the equivalent ofa full-time  and Stagecoach.  employee. FTE's shall include original hires or their replacements over time.  2.5 "HOT" means the Village's Hotel Occupancy Tax imposed by the Village pursuant to  Chapter 351 of the Texas Tax Code. ina accordance with this Agreement.  2.6 "Hotel"means the 48-room upscale boutique hotel to be operated  2.7 "Program" means the economic development program established by the Village pursuant to Chapter 380 of the Texas Local Government Code to promote local economic development and stimulate business and commercial activity within the Village.  2.8 "Projec!" means Stagecoach's planned development of the Property which shall consist 2.9 "Property" means approximately 6.0 acres of land more particularly described in 2.10 "Recapture Liability" means the total amount of all EIP'sthat are paid as result of  ofthe Hotel & Restaurant.  Exhibit A.  3    this Agreement that are subject to recapture by the Village from Stagecoach in the event ofa  Stagecoach default. 3.  Term. This Agreement shall become enforceable upon its Effective Date. This  Agreement shall terminate ten (10)years following the Effective Date. Regardless ofthe foregoing,  some EIPS may become due and payable after the term ofthis Agreement. compliance with this Agreement, Stagecoach agrees as follows:  4. 4.1  Rights and Obligations of Stagecoach. In consideration of the Village's  Compliance with Development Regulations and Other Ordinances.  Stagecoach shall comply with the Village's development approval processes and shall develop the Project on the Property in compliance with Village ordinances, Village-approved zoning for the Property, Village-approved development regulations, and other Village development  requirements. 4.2  Improvements and Additions to Real and Personal Property. Stagecoach  agrees to spend a cumulativetotal ofat least $2,000,000in improvements to real property within the Village as part of the Project no later than December 31, 2026, and maintain real property and improvements within the Village with a historic cost of $2,000,000.00 during the Term of this 4.3 Provision ofJobs. Within 60 days after the Village issues a Certifiçate of Occupancy for the Restaurant, Stagecoach agrees to employ in the at least 25 full-time employees and/or FTE'sand to retain said employees and/or FTE's (or their replacements) for the  Agreement.  full term of this Agreement.  4.4 Job Compliance Affidavit. Stagecoach agrees to provide to the Village a Job Compliance Affidavit for each calendar year during the term of this Agreement. A copy oft the Job Compliance Affidavit form is attached hereto as Exhibit B. Village shall have the right, following reasonable advance notice to Stagecoach, to audit Stagecoachsrecords to verify that this obligation records showing its compliance with its obligations under this Agreement, which books and reçords shall be deemed complete ifkept in accordance with generally acceptable accounting principles as applied to Texas corporations. Such books and records shall be available for examination by the duly authorized officers or agents of the Village during normal business hours upon request made not less than ten (10) business days prior to the date ofs such examination. Stagecoach shall maintain such books and records throughout the term of this Agreement and for four (4) years thereafter. The Village reserves the right for the Village's finance or internal audit department personnel, or an independent certified public accounting firm selected by the Village, to conduct examinations, during normal business hours, of the books and records maintained by Stagecoach with respect to the Hotel Occupancy Tax Account, which books and records shall be made available to the Village upon reasonable notice for the Village's inspection and audit. Any and all such audits will be at the sole expense of the Village, unless such audit indicates fraud or neglect by Stagecoach in its record keeping, in which case the Village may compel Stagecoach to cover the costs of the audit.  has been satisfied. 4.5  Stagecoach Accounting. Stagecoach shall maintain complete books and  3    4.6 Compliance with Tax Code. Stagecoach agrees that the HOT EIP's must be expended in a manner directly enhancing and promoting tourism and the convention and hotel industry within the Village and only as authorized by Chapter 351 of the Texas Tax Code, as amended. Stagecoach agrees to make annual reports listing the expenditures made by Stagecoach with the HOT EIP's. The reports shall be included with a Certificate of Compliance to certify under oath that Stagecoach is in full compliance with each ofits obligations under this Agreement, and shall include documentation to establish that Stagecoach has spent previous EIP's for purposes and activities described in Section 351.101(a)(1) through (a)(6) of the Texas Tax Code. A copy of the Certificate of Compliance is attached hereto as Exhibit C. Should any expenditure of EIP's by Stagecoach be for a use that is found to be improper or illegal, the Village shall have no liability in connection thereof. In the event the Village determines that Stagecoach has made an improper or illegal expenditure of EIP's, Stagecoach must, no later than 30 days after receipt of written notification from the Village, reimburse the Village in an amount equal to the improper expenditure, plus the rate of interest paid for delinquent taxes. Stagecoach's failure to make reimbursement pursuant to this Section will constitute a default ofthis Agreement.  4.6.1 Sub-grants by Stagecoach to other parties necessary to develop and implement  the marketing strategies contemplated herein shall be allowed without the Village's prior written approval. Sub-grantees shall be required to comply fully with all applicable laws and with all applicable terms of this Agreement and Stagecoach is ultimately solely responsible for all use of  funds by sub-grantees.  4.6.2 In the event this Agreement is terminated by either Party pursuant to the terms  of this Agreement, or in the event that the Agreement expires by its own terms, and, at the time of such termination or expiration, unspent HOT EIP funds exist, then unspent HOT EIP funds shall revert to the Village for such uses as are permitted under Chapter 351 of the Texas Tax Code. Nothing herein shall be construed to prohibit the Village from entering into a subsequent agreement  with Stagecoach for use of the unspent HOT EIP funds.  4.6.3 Preparation of Proposed Annual Plan and Budget. Stagecoach shall  prepare and submit to the Village a proposed Annual Plan and Budget for the forthcoming Fiscal Year (including, if applicable, any Year at the beginning or end ofthe term that is less than a full Fiscal Year) on an annual basis. The proposed Annual Plan and Budget shall be submitted to the Village no later than the October 1 immediately prior to commencement of the Fiscal Yeari in question sO as to permit appropriate review and evaluation by the Village prior to the commencement oft the Fiscal Year covered thereby; provided that the proposed Annual Plan and Budget for any partial Fiscal Year at the beginning of the term shall be submitted to the Village not later than ninety (90) days prior to the anticipated Opening Date. The proposed Annual  Plan and Budget shall include, at a minimum:  (a) A1 narrative description of the various programs and activities which Stagecoach proposes to carry out during the Year in question pursuant to this Agreement explaining the basis for each program or activity using HOT EIP funds, and how it qualifies as an authorized use ofHOT funds (b) A budget indicating how much of the Hotel Occupancy Tax available to Stagecoach hereunder (including unspent HOT EIP funds from prior years, if applicable) that Stagecoach  under the Tax Code.  3    proposes to spend on each particular program for the Fiscal Year in question.  (c) A statement of the amount of Hotel Occupancy Tax that Stagecoach expects to be paid to the Village during the Year in question, based on Stagecoach's understanding of the Project's 4.6.4 Approval ofAnnual Plan and Budget. The Village shall approve or disapprove the Annual Plan and Budget submitted by Stagecoach prior to the commencement of the Fiscal Year (or partial Fiscal Year) to which it relates. The Village shall have and maintain the right to approve, disapprove, and request modifications to the Annual Plan and Budget, including specifically the right to participate in decisions related to the expenditures ofHOT funds by Stagecoach content as they relate to the Village. The Village'sapproval shall not be unreasonably withheld, conditioned, or delayed.  anticipated operations for the Yeari in question.  4.6.5 Alternatives. If desired, Stagecoach may request that the Village approve one or more alternative programs in the overall Annual Plan and Budget for a particular Year, SO long as all applicable alternatives are in fact authorized by the Tax Code. By way of example, the Annual Plan and Budget could include a specific amount to be utilized for either oftwo designated programs, with the final decision on which program to implement to be made by Stagecoach later in the Year based on events  and circumstances.  4.6.6 Effect of] Non-Approval. Upon approval by the Village of the proposed Annual Plan and Budget for the Year, the proposed Annual Plan and Budget shall then become the official Annual Plan and Budget for the Yeari in question. Ifan Annual Plan and Budget has not been approved by the beginning for a particular Year, then the Annual Plan and Budget for the prior Year shall be deemed renewed and extended and shall be in effect until an Annual Plan and Budget for the Year in question is approved. The Parties agree and acknowledge that they have a duty to act in good faith to work diligently toward developing an acceptable Annual Plan and Budget for each Year the Agreement is in effect.  4.7 Submission of Data. Within thirty (30) days following the end of each calendar year, Stagecoach shall submit to the Village the Job Compliance Affidavit, the Certificate of Compliance, and a schedule detailing the HOT fund expenditures for such calendar year. As (a) A copy of all HOT Tax returns for the Project, including amended reports, filed by Stagecoach for that year showing the HOT collected and paid; and  backup for the schedule, Stagecoach shall submit the following:  (b) Such other data as the parties mutually determine reasonably appropriate to evidence the  HOT funds paid.  3    date of the Hotel and  Stagecoach agrees that from the continuously opening use and operate the  4.8 Continuous Operation. Agreement, Stagecoach will other than as al hotel and related  throughout the Term ofthis shall not be used for any other purpose  Hotel,andt the Project amenities, open to the public 4.9 Room Block Agreement.  and serving tourism.  Stagecoach shall make  During the Term of this Agreement, nights annually. The value  oft ten( (10) room at the time of making the  available to the Village, at no cost,amaximum $4,000.00 based on the rates  and will be  ofthe room nights shall not exceed be booked only by the Village Administrator, for applicable reservation. These rooms are to business. The Village will be responsible food, beverage, or  used solely for official Village tips related to room usage, and any  surcharges, customary employee incidental charges. and shall be an upscale guests because ofits atypical levels of service. rate and offers higher with this Agreement, the  have a minimum of 48 guest rooms hotel is one that appeals to  for the Hotel. The Hotel shall  4.10 Minimum Standards boutique hotel. An upscale boutique which has a higher average  amenity and room configurations,  compliance  In consideration of Stagecoach's  and Obligations of the Village. Rights Village agrees as follows: 5.1 Economic Incentive  5  Payments.  380 of the Texas submits to the 4.7 above. The HOT  HOT. Village shall, pursuant to Chapter out herein, make annual  5.1.1. EIP's Based on but subject to the conditions set  Local Government Code, within thirty (30) days after ofCompliance, Stagecoach and HOTTax EIPs to Stagecoach Compliance Affidavit, the Certificate actually paid to the Village returns reflecting the tax calendar generated year, as required in Section forth below, of the HOT during the preceding equal to a percentage, as set and actually paid to the  Village the Job  by the Project and  EIPs will be an amount and collected by Stagecoach generated by the Project EIPs are to be calculated as follows:  Village. The HOT (a) collected by  HOT generated by the Project, equal to the percentage ofthe HOT  Calculations will be based upon to the Village. Stagecoach and actually paid  TheHOTEIPswill be an amount subject to the Maximum Amount  (b) each calendar year as set forth below, Agreement: paid ofEIPs set out in Section 5.1.4ofthis  eOfHOTI Paid 90% 80% 70% 60% 50%  Percentage  Year 2024-2025 2026-2027 2028-2029 2030-2031 2032-2033    (c) All Hotel Occupancy Tax revenue provided to Stagecoach by the Village pursuant to this Agreement shall be maintained by Stagecoach ina separate bank account (the "Hotel Occupancy Tax Account") and shall be used by Stagecoach solely for purposes oft this Agreement. Funds in the Hotel Occupancy Tax Account shall not be commingled with any other funds. Amounts in the Hotel Occupancy Tax Account shall be expended by Stagecoach solely to cover the costs ofc carrying out authorized projects that are included in the Annual  Plan and Budget for the Year.  5.1.2 EIP's Based on Ad Valorem Property Tax.  The Village shall, subject to Chapter 380 of the Texas Local Government Code, but subject to the conditions set out herein, make annual Property Tax EIPs to Stagecoach within thirty (30) days after Stagecoach submits to the Village the Job Compliance Affidavit and Ad Valorem Tax schedule for such calendar year as required in Section 4.8 above. Thel Property Tax EIPs are to be calculated as follows: (a) Calculations will be based upon Ad Valorem Property Tax actually (b) The Property Tax EIP's will be an amount equal to the percentage ofthe Ad Valorem Property Tax actually paid for each calendar year as set forth below, subject to the Maximum Amount ofEIPs set out in Section 5.1.4  paid by Stagecoach and collected by the Village;  ofthis Agreement: Year 2024-2028 2029-2033  Percentage ofProperty Tax Paid  75% 50%  (c) Stagecoach shall maintain a level of not less than 25 FTES using employee headcount as of 60 days after the Village issues a Certificate of Occupancy for the Restaurant as the starting point. Stagecoach may reduce employment levels due to improved efficiencies or changing economic conditions during the term of this Agreement as long as such employment levels do not fall below 16 full-time jobs for total on site employment by Stagecoach during said term. Ifsuch employment falls below 161 full-time jobs for total on site employment, the Property Tax EIP shall be reduced proportionately to such employment decline beginning with the tax year in  which the decline occurs and each tax year thereafter.  (d) Upon request of the Village during the construction phase of the Project.  7    Stagecoach shall make available to the Village information concerning the details of contractor bids, under the express understanding that Stagecoach is providing the Village such contractor bid information on a strictly confidential basis sO as to maintain the integrity of the competitive bid  process;  (e) Stagecoach shall ensure that qualified local labor, vendors, suppliers, and sub-contractors are given a timely opportunity to bid on contracts for the provision of supplies, goods and services (including engineering and construction services, e.g., electrical, mechanical, civil, fabrication) in connection with construction of the Project. Such consideration shall be made in good faith without discrimination. For purposes oft the foregoing: "Local labor" is defined as those qualified laborers or craftsmen who are residents of the Village or Bell County, Texas. "Local vendors" and "local suppliers" shall include only those located or having a principal office in the Village or in Bell County, Texas. "Local Subcontractors" shall include only those located or having a principal office in the Village or Bell County, Texas.  (f) Stagecoach agrees that it will provide sufficient notice and information regarding the project to qualified local contractors to enable them to submit  bids for materials in the initial procurement processes.  (g) Stagecoach shall report and certify monthly to the Village the total number of dollars spent on local labor, local subcontractors, and local vendors/suppliers, as total and percentage compared to total dollars spent in  connection with the Project.  (h) Stagecoach will invoice purchases during construction locally to the maximum extent possible to ensure that sales taxes collected on such Stagecoach shall consult with chambers of commerce, business associations, tradeassociations, and other regional economic development organizations to identify local vendors, suppliers, and sub-contractors; Stagecoach shall notify qualified local vendors, suppliers, and sub- contractors, allowing sufficient time foreffective preparation ofbids for the planned work to be sub-contracted or materials, supplies, or equipment to  purchases is credited to the benefit of Village.  be purchased;  (k) Stagecoach shall provide qualified local vendors, suppliers, and sub- contractors who are interested in bidding on a subcontract or contract for materials, supplies, equipment, or the provision of engineering and construction services and labor adequate information regarding the project as early as is practicable in the bidding process in order to allow the local vendors, suppliers, and sub-contractors sufficient time to prepare a bid (i.e.,  8    plans, specifications, scope of work, bonding and insurance requirements, and a point of contact within the general/prime contractor); (I) Stagecoach shall negotiate in good faith with interested qualified local vendors, suppliers, or sub-contractors, and award sub-contracts or contracts for materials, supplies, equipment, or the provision of engineering and construction services and labor to local vendors, suppliers, or sub- contractors when they are the lowest qualified responsive bidder who meets  all of the applicable bid specifications;  (m) Stagecoach shall provide access to and authorize the inspection of the Eligible Property by the Village's personnel to ensure that the improvements or repairs thereto are made according to the specifications  and conditions oft this Agreement;  (n) Stagecoach shall include a provision in its contract with the general/prime contractor on the Project which requires the general/prime contractor to  read and comply with the terms oft this Agreement.  5.1.3 Adjustments to Property Tax EIP. The Bell County Appraisal District will establish the certified values of the Project as of. January 1,2 2024 (year abatement executed), and such values shall be the values (a) Ifon. January 1s'ofany tax year during the Term ofthis Agreement the Taxable Value ofthe eligible Property is less than the Base Year Value, then the abatement of value otherwise available shall be reduced by one dollar for each dollar that the Taxable Value ofrealty improvements is less than the Base Year Value, except that no such reductionofs Stagecoach's abatement shall be made should any reduction to Taxable Value of Stagecoach's Eligible Property result from a Force Majeure event. (b) In the event the Village terminates this Agreement as a result of any event ofdefault by Stagecoach, including, for the avoidance of doubt, if Stagecoach fails to make the improvements to the Project as provided by this Agreement or ceases or fails to operate the Hotel, the Village shall be entitled to recapture and to be paid all taxes previously abated by virtue of this Agreement within thirty (30) days of the termination, together with all penalties and interest required by the Texas Property Tax 5.1.4 EIPs based on development fees waiver. The Village agrees to waive up to $13,000 in development application fees. "Development application fees" do not include water and wastewater impact fees and meter fees associated with connection to the utilities, regional detention fees, and fees associated with 5.1.5 Maximum Amount of EIPs. Regardless of anything contained herein to the contrary, the maximum total amount of all EIPs paid by the Village to Stagecoach pursuant to this Agreement shall not exceed  used to calculate the Base Year Value as herein defined.  Code.  services performed by third party vendors.  $984,000 ofHOT rebate and $94,940 of property tax abatement, respectively.  5.2 Payments Subject to Future Appropriations. Although certain payments under this Agreement are calculated based on a formula applied to HOT and/or Ad Valorem Property  9    Tax, this Agreement shall not be construed as a commitment, issue, or obligation of any specific taxes or tax revenues for payment to Stagecoach. The payments to be made to Stagecoach, ifp paid, shall be made solely from annual appropriations from the general funds of the Village or from such other funds ofthe Village as may be legally set aside for the implementation of Article III, Section 52a of the Texas Constitution or Chapter 380 of the Texas Local Government Code or any other economic development or financing program authorized by statute or general law powers of the Village under applicable Texas law, subject to any applicable limitations or procedural requirements. In the event that the Village does not appropriate funds in any fiscal year for payments due under this Agreement, such failure shall not be considered a default under Section 6.3, and the Village shall not be liable to Stagecoach for such payments otherwise due during such fiscal year; however, the term of this Agreement shall be extended one (1)year for each year the Village fails to appropriate funds for payments otherwise due under this Agreement. Stagecoach shall also have the right but not the obligation to rescind this Agreement. To the extent there is a conflict between this paragraph and any other language or  covenant ini this Agreement, this paragraph shall control.  5.3 Utility Services for the Property. The Village may provide wastewater service to Stagecoach for the Project, subject to the same impact fees, utility rates, and service charges  assessed for wastewater service to similarly situated properties.  10    5.4 Permitting. The Village shall cooperate with Stagecoach to expeditiously process 5.5 EIP Recapture. In the event the Village terminates this Agreement as a result of Stagecoach's default, the Village may recapture and collect from Stagecoach the Recapture Liability. Stagecoach shall pay to the Village the Recapture Liability within thirty (30) days after the Village makes demand for same, subject to any and all lawful offsets, settlements, deduction, or credits to which Stagecoach may be entitled. Notwithstanding anything herein to the contrary, such Recapture Liability shall not exceed, in the aggregate, an amount equal to all EIPs that were paid pursuant to this Agreement from the Effective Date to the date of termination (together with interest thereon to be charged at the statutory rate for delinquent taxes as determined by Section 33.01 ofthe Property Tax Code oft the State of Texas, but without the addition ofa penalty). The Village shall have all remedies for the collection of the Recapture Liability as provided generally  permit applications and Village inspections.  in the Tax Code for the collection ofdelinquent property taxes  6. 6.1  Miscellaneous.  Mutual Assistance. The Village and Stagecoach will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement, and to aid and assist each other in carrying out such terms and provisions in order to put each other in the same economic condition contemplated by this Agreement regardless of any changes in public policy, the law, 6.2 Representations and Warranties. The Village represents and warrants to Stagecoach that this Agreement is within its authority, and that iti is duly authorized and empowered to enter into this Agreement, unless otherwise ordered by a court ofcompetent jurisdiction. Stagecoach represents and warrants to the Village that it has the requisite authority to enter into this Default. If the Village or Stagecoach default in the performance of any obligations of this Agreement, or if any representation or warranty contained herein or any financial statement, certificate, report, or opinion submitted to the Village in connection with or pursuant to the requirements of this Agreement were false or misleading in any material respect when made, the other party shall provide such defaulting party written notice of the default, and a minimum period oft thirty (30) days to cure such default, prior to instituting an action for breach or pursuing any other remedy for default. If the Village remains in default after notice and opportunity to cure, Village shall have the right to pursue any remedy at law or in equity for the Village's breach. If Stagecoach remains in default after notice and opportunity to cure, the Village'sremedy shall initially be limited to suspension oft the EIPs that accrue after the date of such default until such defaulti is cured. After any such default is cured, the Village shall promptly forward any suspended payment to Stagecoach. If Stagecoach's default is not cured within sixty (60) days after Stagecoach's receipt of a second notice of default from the Village that clearly indicates the Village's intention to terminate this Agreement, the Village may terminate this Agreement by giving Stagecoach written notice of such termination prior to the date Stagecoach cures such default.. Any funds owed by Stagecoach to the Village which are not timely paid by Stagecoach shall accrue interest at the statutory rate for delinquent taxes as determined by Section  or taxes or assessments attributable to the Property.  Agreement. 6.3  11    33.01 ofthe Property Tax Code oft the State ofTexas, but without the addition ofa penalty 6.4 Attorney's Fees. In the event any legal action or proceeding is commenced between the Village and Stagecoach to enforce provisions of this Agreement and recover damages for breach, the prevailing party in such legal action shall be entitled to recover its reasonable attorney's fees and expenses incurred by reason of such action, to the 6.5 Entire Agreement. This Agreement contains the entire agreement between the parties. This Agreement may only be amended, altered or revoked by written instrument 6.6 Binding Effect. This Agreement shall be binding on and inure to the benefit oft the 6.7 Assignment. Stagecoach may assign all or part of its rights and obligations to athird party with the express written consent of the Village (which consent shall not be unreasonably withheld, conditioned, or denied). If the proposed assignee is an affiliated entity under the common control ofthe assignor, the Village shall consent to an assignment ift the assignor is in compliance with all terms oft this Agreement. A collateral assignment oft this Agreement under the terms ofa loan shall not be an assignment for purposes oft this Section. In all cases where Stagecoach makes an assignment hereof, Stagecoach shall endeavor in good faith and in the exercise of commercially reasonable due diligence to assure that any assignee of the rights and obligations of Stagecoach hereunder is an entity that (either itself or through association with a sponsorship group and/or professional operator) has access to sufficient financial resources, operational capability, and experience appropriate for the operation oft the hotel and to fulfill its obligations under this Agreement (a) For purposes of the foregoing, an assignee must meet the following minimum  from the date such funds are due until paid.  extent allowed by law.  signed by the Village and Stagecoach.  parties, their respective successors, and assigns.  conditions:  (i) such person or entity is not then in default or in breach, beyond any applicable grace or cure periods, of its obligations under any material written agreement with the Village, or any (ii) such person or entity is not, directly or indirectly, controlled oy or in control ofaj person or entity that is in default or in breach, beyond any applicable grace or cure periods, of its obligations under any material written agreement with the Village, or any division, department, (ii) neither such person or entity, nor any person or entity that, directly or indirectly, either controls or is controlled by, such person or entity is a person that has been convicted ofviolation ofany statute in any criminal proceeding for a felony or a crime involving moral turpitude; (iv) neither such person or entity, nor any person or entity that, directly or indirectly, either controls or is controlled by, such person or entity, is listed on any list of terrorists or terrorist  division, department, agency or instrumentality thereof;  agency, or instrumentality thereof;  organization maintained by any federal governmental agency;  12    (v) such person or entity is not then subject to an order for relief under the federal Bankruptcy (vi) such person or entity is not one that would cause the hotel tol bei ineligible to be listed with or to advertise in any official travel publication of the State of Texas that includes general listings or advertisements of hotel/motel properties, including particularly the Texas (vii) such person or entity is not one that would cause the hotel to be ineligible for membership, in good standing, in the Texas Hotel and Lodging Association, or its successor trade association  Act;  Accommodations Guide, or its successor publications; and  which serves as the industry's principal trade association in Texas.  (1) Upon any assignment (whether or not the consent ofthe Village thereto is required, as aforesaid), the assignee and assignor shall execute an assignment and assumption agreement with respect to this Agreement and shall supply a copy thereofto the Village and Stagecoach. In connection with any assignment oft this Agreement, the assignee shall assume all duties and obligations of Stagecoach arising from and after the date of such assignment, and the assignor shall be released from any liability or obligation arising hereunder from and after such (2) If Stagecoach assigns its rights and obligations under this Agreement and, pursuant to Section 6.7 oft this Agreement, that assignment is made to an entity that is not an affiliated entity under the common control of the assignor, the Village may recapture and collect from Stagecoach the HOT and Property Tax EIP payments as follows, based on the year in which said assignment is made:  assignment.  Assignment Year 2024-2025 2026-2027 2028-2029 2030-2031 2032-2033  Percentage of EIP to Recapture  40% 40% 30% 20% 10%  The Village, acting through its Board of Aldermen, may agree to waive the  recapture of EIP payments following an assignment.  (b) Any assignment made in contravention of this Article is void and of no effect. 6.8 Amendment. This Agreement may be amended only by the mutual written agreement  oft the parties.  13    6.9Termination.  General. This Agreement shall terminate upon the earliest occurrence of any one or more of the  following:  (i) the written agreement of the Parties; (ii) upon the occurrence of the Expiration Date;  (iii) upon the election of the Village, upon the occurrence of an Event of Default by Stagecoach that remains uncured beyond applicable grace, notice, and cure periods, provided, however, that no election may be made if Stagecoach cures an Event of Default (regardless of whether such cure was completed beyond the applicable cure period) and Village has accepted such cure; (iv) upon the election of the Stagecoach, upon the occurrence of an Event of Default by the Village that remains uncured beyond applicable grace, notice, and cure periods, provided, however, that no election may be made if the Village cures an Event of Default (regardless of whether such cure was completed beyond the applicable cure period), and Stagecoach has accepted such cure;  or  (v) upon Stagecoach receiving the Maximum Payment Amount.  6.9.1 Upon the termination of this Agreement, neither Party shall have any obligations or liabilities to the other, except of those items that either specifically or due to their nature, survive the termination of  this Agreement.  6.101 Notice. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, facsimile with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid,  addressed to the appropriate party at the following addresses:  Ifto Village: Village of Salado  301 North Stagecoach Rd Salado, TX76571 Attn: Village Administrator Phone: (254)947-5060 Email: mdelarosasladoigov  With a required copy to: katz@bickersafl.com 512-472-8021  14    Stagecoach 1943, LP 1207 East Caesar Chavez St. Austin, TX 78702 Email: breamsdalsmemtcen With required copies to: Bree Carrico 1805 W.33rd'St. Austin, TX 78703 Phone: (830) 279-2261 Email: EcamsdAcsmaNicon  Ifto  Stagecoach: Phone: (830)279-2261  Either party may designate a different address at any time upon written notice to the other  party.  6.11 Interpretation. Each of the parties has been represented by counsel of its choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, regarding its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against either party. 6.12 Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State ofTexas and venue for any suit arising out of this Agreement shall lie in a court of 6.13 Severability. In the event any provisions of this Agreement are illegal, invalid, or unenforceable under present or future laws, it is the intention oft the parties that the remainder ofthis Agreement shall not be affected. It is also the intention of the parties ofthis Agreement that in lieu ofeach clause and provision that is found to be illegal, invalid or unenforceable, aj provision be added tot this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the 6.14 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will ini no way enlarge or limit the scope or meaning ofthe various and several  competent jurisdiction in Bell County, Texas.  provision found to be illegal, invalid or unenforceable.  paragraphs.  15    6.15 No Third Party Beneficiaries. This Agreement is not intended to confer any rights,  privileges, or causes ofaction upon any third party.  6.16 Force Majeure. Except as otherwise provided herein, an equitable adjustment shall be made for delay or failure inj performing ifs such delay or failure is caused, prevented, or restricted by conditions beyond that Party'sr reasonable control (an "event offorce majeure"). An event offorce majeure for the purposes oft this Agreement shall include, but not be limited to, acts ofGod, fire; explosion; vandalism; storm or similar occurrences; orders or acts ofmilitary or civil authority; changes in law, rules, or regulations outside the control ofthe affected Party; national emergencies orinsurrections; riots; acts of terrorism; or supplier failures, shortages or breach or delay. Except aso otherwise expressly provided herein, there shall be an equitable adjustment allowed for performance under this Agreement as the result ofany event offorce majeure. 6.17 Exhibits. The following Exhibits A-C are attached and incorporated by reference for all  purposes:  Exhibit A: Stagecoach Property Description Exhibit B: Job Compliance Affidavit Exhibit C: Certificate of Compliance  6.18 No Joint Venture. It is acknowledged and agreed by the parties that the terms hereofarenot intended to. and: shall not be deemed to create any partnershiporj joint venture between the parties. The Village, its past, present, and future officers, elected officials, employees and agents of the Village, do not assume any responsibilities or liabilities to any third party in connection with the development oft the Project or the design, construction or operation ofa any portion of the Project. 6.19 No Liability of Village Personnel. The Parties agree that no provision of this Agreement is intended to or shall be interpreted to negate or diminish any statutory or common law rights the Village may have to immunity under the laws of the State ofTexas. Further, with respect to any breach of contract claim that the Village has violated the terms of this Agreement, the Village and Stagecoach agree that they may assert claims only against the assets oft the Village and that under no circumstances shall any officer or employee ofthe Village be personally liable 6.20 Indemnification. STAGECOACH AGREES TO INDEMNIFY, SAVE AND HOLD HARMLESS THE VILLAGE, ITS ELECTED OFFICIALS AND EMPLOYEES OF AND FROM ANY AND ALL PRESENT OR FUTORE CLAIMS, DEMANDS, OR CAUSES OF ACTIONTHAT MAY ACCRUE ON ACCOUNTOF,ORI INANYWAYARISING OUTOF, STAGECOACH'S WRONGFUL ACTS AND/OR OMISSIONS THAT ARE A DEFAULT UNDER THIS AGREEMENT AND/OR STAGECOACH'S WRONGFUL MISUSE OF HOTEL OCCUPANCY TAX REVENUE AND/OR WRONGFUL MISMANGEMENT OF SUCH REVENUES, AS PER THIS AGREEMENTWaver. No failure or delay of a Party in the exercise of any right given to such Party hereunder or by Law shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other further exercise thereof or of any other right. The waiver by a Party ofany breach of any provision hereof shall  for any oft the obligations of the Village under this Agreement.  16    not be deemed to be a waiver of any subsequent breach thereof or ofany breach of any other 6.21 Authority. The person executing this Agreement on behalf of Stagecoach and the Village each represents that he/she has the power and authority to do SO and to bind his/her principal to 6.22 Counterparts. Counterparts. This Agreement may be executed in several counterparts, each ofwhich shall be an original of this Agreement but all of which, taken together, shall constitute  provision hereof.  the terms of this Agreement.  one and the same agreement.  EXECUTED to be effective as oft the day of  2024. (the  "Effective Date").  (SIGNATURES ON FOLLOWING PAGES)  17    VILLAGE OF SALADO, TEXAS,  By:  Bert Henry, Mayor  18    Stagecoach 1943, LP  By: Its: Date:  19    Exhibit A: Stagecoach Property Description  20    Exhibit B: Job Compliance Affidavit  21    Exhibit C: Certificate of Compliance  22    BOA Agenda Item #5D  Village  Date Submitted:  Salado Agenda Date Requested: June 28, 2024  Agenda Item:  Council Action Requested: Ordinance Resolution Motion Discussion  DISCUSSION AND POSSIBLE ACTION  Project/Proposal Summary:  5(D) DISCUSS AND POSSIBLE ACTION ON APPROVAL OF AN AUDIT ENGAGEMENT LETTER WITH ARMSTRONG, VAUGHAN & ASSOCIATES, P.C., IN THE AMOUNT OF  $15,900.00.    Armstrong, Vaughan e Associates, P.C.  AA  Certified Public Accountants  June 24, 2024 Village of Salado, Texas  You have requested that we audit the financial statements of the govemmental activities, business-type activities, each major fund, and the aggregate remaining fund information of Village of Salado, Texas, as of September 30, 2024, and for the year then ended and the related notes to the financial statements, which collectively comprise Village of Salado, Texas' basic financial statements as listed in the table of contents. In addition, we will audit the entity's compliance over major federal award programs for the period ended September 30, 2024 (ifnecessary based on federal expenditures andi ifan examination is not selected). We are pleased to confirm our acceptance and our understanding of this audit engagement by means of this letter. Our audit will be conducted with the objective of our expressing an opinion on each opinion unit and The objectives of our audit of the financial statements are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Reasonable assurance: isal high level ofassurancel but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards generally accepted in the United States of America (GAAS), and in accordance with Government Auditing Standards, will always detect ai material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if therei is a substantial likelihood that, individually or in the: aggregate, they would influence the judgment made by a reasonable user based on the financial statements. The objectives of our compliance audit are to obtain sufficient appropriate audit evidence to form an opinion and report at the level specified in the governmental audit requirement about whether the entity complied in all material respects with the applicable compliance requirements and identify audit and reporting requirements specified in the governmental audit requirement that are supplementary to GAAS and Government Auditing Accounting standards generally accepted in the United States of America require that required supplementary information (RSI), such as management's discussion and analysis (MD&A) and budgetary comparison information, be presented to supplement the Village of Salado, Texas' basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, orl historical context. As part ofour engagement, we will apply certain limited procedures to the Village of Salado, Texas RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist ofi inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on thei information because the limited procedures do not provide us with sufficient evidence to express an opinion  an opinion on compliance regarding the entity's major federal award programs.  Standards, ifany, andj perform procedures to address those requirements.  or] provide any assurance.  941 West Byrd Blvd., Suite 101 . Universal City, Texas 78148  Phone: 210-658-6229 . Fax: 210-659-7611 . Email: info@avacpa.com . www.avacpa.com    The following RSI is required by generally accepted accounting principles and will be subjected to certain 2) Budgetary Comparison Schedule - General Fund and any Major Special Revenue Funds with legally 3) Schedules ofl Liabilities and Contributions Pension and Other Post-employment Benefits We have also been engaged to report on supplementary information other than RSI that accompanies the Village's financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional proçedures in accordance with auditing standards generally accepted in the United States of America and will provide an 1) Combining Balance Sheet and Statements of Revenues, Expenditures and Changes in Fund Balances 2) Comparative Balance Sheets and Statements of Revenues, Expenditures and Changes in Fund Balances -  limited procedures, but will notl be audited: 1) Management's Discussion and Analysis  adopted budgets  opinion on iti ini relation to the financial statements as a whole:  Nonmajor Governmental Funds Major Funds  Schedule of Expenditures of Federal Awards (IfNecessary)  We will subject the schedule of expenditures of federal awards to the auditing procedures applied in our audit of the basic financial statements and certain additional procedures, including comparing and reconciling the schedule to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and additional procedures in accordançe with auditing standards generally accepted in the United States of America. We intend to provide an opinion on whether the schedule of expenditures of federal awards is presented fairly in all material respects in relation to the financial statements  asawhole. Data Collection Form  Prior to the completion of our engagement, we will complete the sections of the Data Collection Form that are our responsibility. The form will summarize our audit findings, amounts and conclusions. It is management's responsibility to submit a reporting package including financial statements, schedule of expenditure of federal awards, summary schedule of prior audit findings and corrective action plan along with the Data Collection Form to the federal audit clearinghouse. The financial reporting package must be text searchable, unencrypted, and unlocked. Otherwise, the reporting package will not be accepted by the federal audit clearinghouse. We will assist you in the electronic submission and certification. Your may request from us copies of our report for Thel Data Collection Form is required to be: submitted within the earlier of30 days after receipt of our auditors' reports or nine months after the end of the audit period, unless specifically waived by a federal cognizant or oversight agency for audits. Data Collection Forms submitted untimely are one of the factors in assessing  you to include with the reporting package submitted toj pass-through entities.  programs ata a higher risk. Auditor Responsibilities  We will conduct our audits in accordance GAAS, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States of America; the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). As part ofan audit offinancial: statements ina accordance with GAASand, in accordance with Government Auditing Standards,  2    we exercise professional judgment andi maintain professional skepticism throughout the audit. We aiso:  Identify and assess the risks of material misstatement oft the financial statements, whether due to fraud orerror, design andj perform audit procedures responsive to those risks, and obtain audit evidence that iss sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, mistrepresentations, or the override ofinteral control. Obtain an understanding ofintemal control relevant to the auditi in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. However, we will communicate to you in writing concerning any significant deficiencies or material weaknesses in internal control relevant to the audit Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation ofthe financial statements, including the disclosures, and whether the financial statements represent the underlying Conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the: aggregate, that raise substantial doubt about the Village's ability to continue as a going concern for Because of the inherent limitations of an audit, together with the inherent limitations of internal control, an unavoidable risk that some material misstatements or noncompliance (whether caused by errors, fraudulent financial reporting, misappropriation ofassets, detected abuse, or violations oflaws or govemmental regulations) may not be detected exists, even though the audit is properly planned and performed in açcordance with U.S. GAAS and Government. Auditing Standards ofthe Comptroller General ofthe United States of America. Please note that the determination of abuse is subjective and Government Auditing Standards does not require auditors Our responsibility as auditors is limited to the period covered by our audit and does not extend to any other Wev willi issuea a written report upon completion ofc our audit ofthe Village'sb basic financial statements. Our report willl be addressed to the governing body of Village. We cannot provide assurance that unmodified opinions will bee expressed. Circumstances may arise in which it is necessary for us to modify our opinions, add an emphasis- In accordance with the requirements of Government Auditing Standards, we will also issue a written report describing the scope of our testing over internal control over financial reporting and over compliance with laws, regulations, and provisions of grants and contracts, including the results oft that testing. However, providing an opinion on internal control and compliance over financial reporting will not be an objective of the audit and,  ofthef financial statements that we have identified during the audit. transactions and events in a manner that achieves fair presentation.  areasonable period oftime.  to detect abuse. periods.  of-matter or other-matter paragraph(s), or withdraw from the engagement.  therefore, no such opinion willl be expressed. Audit of! Major Program Compliance (if necessary)  Our audit oft the Village'sn major federal award program(s) compliance willl be conducted in accordance with the requirements of the Single Audit Act, as amended; and the Uniform Guidance, and will include tests of accounting records, a determination of major programs in accordance with the Uniform Guidance and other procedures we consider necessary to enable us to express such an opinion on major federal award program compliance and to render the required reports. We cannot provide assurance that an unmodified opinion on compliance will be expressed. Circumstances may arise in whichi it is necessary for us to modify our opinion or The Uniform Guidance requires that we aiso plan and perform the audit to obtain reasonable assurance about whether material noncompliance with applicable laws and regulations, the provisions of contracts and grant  withdraw from the engagement.  3    agreements applicable to major federal award programs, and the applicable compliance requirements occurred, whether due to fraud or error, and express an opinion on the entity's compliance based ont the audit. Reasonable assurance isa al high level of assurançe buti is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidançe will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraudi is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements is çonsidered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the entity's compliance with the As part of a compliance audit in accordance with GAAS and in accordance with Govemment Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also identify and assess the risks of material noncompliance, whether due to fraud or error, and design and Our procedures will consist of determining major federal programs and, performing the appliçable procedures described in the U.S. Office of Management and Budget OMB Compliance Supplement for the types of compliance requirements that could havea direct andi material effect on each ofthe entity's major programs, and performing such other procedures as we considers necessary in the circumstances. The purpose of those procedures willl be to express an opinion on the entity's compliance with requirements applicable to each ofits Also, as required by the Uniform Guidance, we will obtain an understanding of the entity'si internal control over compliance relevant to the audit in order to design and perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant toj preventing or detecting material noncompliance with compliance requirements applicable to each oft thee entity's major federal award programs. Our tests willl be less in scope than would be necessary to render an opinion on these controls and, accordingly, no opinion will be expressed in our report. However, we will communicate to you, regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses ini internal control over We willi issue ai report on compliance that will include an opinion or disclaimer of opinion regarding the entity's major federal award programs, and ar report on internal controls over compliance that will report any significant deficiencies and material weaknesses identified; however, such report will not express an opinion on internal  requirements of the federal programs as a whole.  perform audit procedures responsive to those risks.  major programs in our report on compliance issued pursuant to the Uniform Guidance.  compliance that we have identified during the audit.  control.  Management's Responsibilities  Our audit will be conducted on the basis that management acknowledge and understand that they have 1. For the preparation and fair presentation of the financial statements in accordance with accounting 2. Fort the design, implementation, and maintenance ofi internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to error fraudulent financial reporting, misappropriation of assets, or violations of laws, govemmental 3. For identifying all federal awards expended during the period including federal awards and funding increments received prior to December 26, 2014, and those received in accordance with the Uniform 4. Forn maintaining records that adequately identify the source and application of funds for federally funded 5. For preparing the schedule of expenses of federal awards (including notes and noncash assistance  responsibility:  principles generally accepted in the United States of America; regulations, grant agreements, or contractual agreements; Guidance generally received after December 26, 2014;  activities;  4    received) in accordance with the Uniform Guidance requirements; 6. For the design, implementation, and maintenance ofi internal control over compliance; 7. For identifying and ensuring that the entity complies with laws, regulations, grants, and contracts applicable to its activities andi its federal award programs; 8. For disclosing accurately, currently, and completely the financial results of each federal award in accordance with the requirements of the award; 9. Fori identifying and providing report copies of previous audits, attestation engagements, or other studies that directly relate to the objectives oft the audit, including whether related recommendations have been 11. Foraddressing thei findings andi recommendations. ofauditors, for establishing andi maintainingaproces: tot track the status of such findings and recommendations and taking corrective action on reported audit findings from prior periods andj preparing a summary schedule of prior audit findings; 12. For following up and taking corrective action on current year audit findings and preparing a corrective 13. For submitting the reporting package and data collection form to the appropriate parties; 14. For making the auditor aware of any significant vendor relationships where the vendor is responsible  implemented;  10. For taking prompt action wheni instances ofnoncompliance are identified;  action plan for such findings; forp program compliance; 15. Top provide us with:  a. Access to all information ofv which management is aware that is relevant to the preparation and fair presentation oft the financial statements, and relevant to federal award programs, such as Additional information that we: may request from management for the purpose of the audit; Unrestricted access top persons within the entity from whom we determinei it necessary to obtain d. A written acknowledgement of all the documents that management expects to issue that will bei included in the annual report and the planned timing and method ofi issuance oft that annual Af final version of the annual report (including all the documents that, together, comprise the 16. For adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any unçorrected misstatements aggregated by us during the current engagement and pertaining to the current year period(s) under audit are immaterial, 17. For acceptance ofnonattest services, including identifying thej proper party to oversee nonattest work; 18. For maintaining adequate records, selecting and applying accounting principles, and safeguarding 19. For informing us of any known or suspected fraud affecting the entity involving management, employees with significant role in internal control and others where fraud could have a material effect 21. For taking reasonable measures to safeguard protected personally identifiable and other sensitive 22. For confirming your understanding of your responsibilities as defined in this letter to us in your With regard to the supplementary information referred to above, you acknowledge and understand your responsibility (a) for the preparation ofthes supplementary information in accordance with the applicable criteria, (b)top provide us witht the: appropriate written representations regarding: supplementary information, (c) to include our report on the supplementary information in any document that contains the supplementary information and that indicates that we have reported on such supplementary information, and (d) to present the supplementary information with the audited financial statements, ori ift the supplementary information will not be presented with the audited financial statements, to make the audited financial statements readily available to thei intended users of the supplementary information no later than the date of issuance by you of the supplementary information  records, documentation, and other matters;  audit evidence; report; and  annual report) in a timely manner prior to the date of the auditor's report.  both individually andi in the aggregate, to the financial statements as a whole;  assets; on compliance; information; and  20. Fort the accuracy and completeness of all information provided;  management representation letter.  5    and our report thereon.  Asp part of our audit process, we will request from management, written confirmation concerning representations We understand that your employees will prepare all confirmations we request and will locate any documents or Ify you intend to publish or otherwise reproduce the financial statements and make reference to our firm, you agree toj provide us with printers' proofs or masters for our review and approval before printing. You also agree toj provide us with a copy oft the final reproduced material for our approval before itis distributed.  made to usi in connection with the audit. invoices selected by us for testing.  Nonattest Services  With respect to any nonattest services wej perform: At the end ofthey year, we agree toj perform the following:  Propose adjusting or correcting journal entries to be reviewed and approved by the Village's  management.  Assistance with depreciation schedule  Prepare a draft annual report for review by the Village' s management.  Wer will not: assume management responsibilities on behalfofthe' Village. However, we will provide advice and The Village's management is responsible for (a) making all management decisions and performing all management functions; (b). assigning a competent individual to oversee the services; (c) evaluating the adequacy of the services performed; (d) evaluating and accepting responsibility for the results of the services performed; and (e) establishing and maintaining internal controls, including monitoring ongoing activities. Ouri responsibilities and limitations oft the nonattest: services are as follows:  recommendations to assist management of the Village inj performing its responsibilities.  We will perform the services in accordance with applicable professional standards.  The nonattest services are limited to the services previously outlined. Our firm, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or assuming management responsibilities, including determining  account coding and approvingj journal entries.  Fees and Timing  Wea anticipate conducting fieldwork in. January andj preparing draft reports for management'si review in January. Phil Vaughan is the engagement partner for the audit services specified in this letter. His responsibilities include supervising. Armstrong, Vaughan & Associates, P.C.'sservices performed as part oft fthis engagement and signing Our fees for the financial statement audit services will be $15,900. Shoulda a single audit be required, additional fees willl be $4,000. We will notify you immediately ofa any circumstances we encounter that could significantly affect thisi initial fee estimate. Whenever possible, we will attempt to use Village of Salado, Texas' personnel to assist in the preparation of schedules and analyses of accounts. This effort could substantially reduce our time  ora authorizing another qualified firmi representative to sign the audit report.  requirements and facilitate the timely conclusion of the audit.  Other Matters  During the course oft the engagement, we may communiçate with you or your personnel via fax or e-mail, and  6    you should be aware that communication in those mediums contains a risk of misdirected or intercepted Regarding the electronic dissemination of audited finançial statements, including financial statements published electronically on your Interet website, you understand that electronic sites are a means to distribute information and, therefore, we: are not required to1 read thei information contained in these sites or to consider the consistency Professional standards prohibit us from being the sole host and/or the sole storage for your financial and non- financial data. As such, iti is your responsibility to maintain your original data and records and we cannot be responsible to maintain such original information. By signing this engagement letter, youa affirm that you have The audit documentation for this engagement is the property of Armstrong, Vaughan & Associates, P.C. and constitutes confidential information. However, we may be requested to make certain audit documentation available to federal agencies and the U.S. Govemment Accountability Office pursuant to authority givent to itby law or regulation, or toj peer reviewers. If requested, access to such audit documentation willl be provided under the supervision of Armstrong, Vaughan & Associates, P.C.'s personnel. Furthermore, upon request, we may provide copies of selected audit documentation to these agencies and regulators. The regulators and agencies may intend, or decide, to distribute the copies of information contained therein to others, including other Wea agree tor retain our audit documentation or work papers for aj period ofat least fivey years from the date ofour Further, we will be available during the year to consult with you on financial management and accounting During the course of the audit, we may observe opportunities for economy in, or improved controls over, your operations. We willl bring such matters to the attention oft the appropriate level oft management, either orally or You agree toi inform us of facts that may affect the financial statements of which you may become aware during thej period from the date of the: auditor's report to the date the financial statements are issued. At the conclusion of our audit engagement, we will communicate to the Village Council the following significant  communications.  ofc other information ini the electronic site with the original document.  all the data and records required to make your books and records complete.  governmental agencies. report,  matters ofar routine nature.  in writing.  findings from the audit:  Our view about the qualitative aspects of the entity's signifiçant accounting practices; Significant difficulties, ifany, encountered during the audit; Unçorrected misstatements, other than those wel believe are trivial, ifany; Disagreements with management, ifany;  Other findings ori issues, ifany, arising from the audit that are, in our professional judgment, significant and relevant to those charged with govemance regarding their oversight of the financial reporting Material, corrected misstatements that were brought to the attention of management as a result of our Significant issues, if any, arising from the audit that were discussed, or the subject of correspondence, Ina açcordance with the requirements of Government Auditing Standards, we have attaçhed a copy of our latest  process; audit procedures; with management.  Representations we requested from management; Management' 's consultations with other accountants, if any; and  external peer review report of our firm for your consideration and files.  7    Ifany dispute arises among the parties hereto, the parties agree to first try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Rules for Professional Accounting and Related Services Disputes, before resorting to litigation. The costs of any Client and accountant both agree that any dispute over fees charged by the accountant to the client will be submitted for resolution by arbitration in accordance with the Rules for Professional Accounting and Related Services Disputes oft the American Arbitration Association. Such arbitration shall be binding and final. In agreeing to arbitration, we both acknowledge that, in the event ofa dispute over fees charged by the accountant, each of us is giving up the right to have the dispute decided in a court of law before a We appreciate the opportunity to be of service to the Village of Salado, Texas and believe this letter accurately summarizes the significant terms of our engagement. Ifyoul have any questions, please let us know. Ifyou agree with the terms ofour engagement as described in this letter, please sign the enclosed  mediation proceeding shall be shared equally by all parties.  judge or jury and instead we are accepting the use ofarbitration for resolution.  copy and return it to us. Respectfully,  4sy Kfe fAuis,Re Armstrong, Vaughan & Associates, P.C.  RESPONSE:  This letter correctly sets forth the understanding oft the Village of Salado, Texas.  By: Title:  Date:    WILF & HENDERSON, P.C.  -  CERTIHIEDPUBLICACCOUNTANTS Mewhite Ametiaal lfitues fCertdP Accosotants  pany Paclice Seition Aul Qauliylanin  Report on the Firm's! System of Quality Control  September 15, 2023  To the Shareholders of Armstrong, Vaughan & Associales, P.C.  and tho Peer Review Committec oft the Texas Socicty of Certified Public Accountants We have revicwed thc system of quality control for the accounting and auditing practice of Amstrong, Vaughan & Associates, P.C. (thc firmm) in effect for the year ended March 31, 2023. Our peer revicw was conductedi in accordance with the Standards for Performing and Reporting onl Peer Reviews established by thel Peer Review Board ofthe American Institute of Certified Public Accountants (Standards). A summary of the nature, objectives, scope, limitations of, and the procedures performed in a System Review are described in the standards at MnvAspaawmma- The summary also includes an explanation of how engagements identified as not performed or reported in conformity with applicable professional standards, ifany, are ovaluated bya a peer roviewer to determino a pecr reviow rating. The fim is responsible for designing a system ofq quality control and complying with itt to provide the fim with reasonable assuranço ofp performing andi reportingi in conformitywith applicablo professional standards in all matcrial respects. The firm is also responsible for cvaluating actions to promptly remediate engagements deemed as not performed or reported in conformity with professional standards, when appropriate, and for remediating weaknesses ini its system of quality control, ifany. Our responsibility is to express an opinion on the design of tho system of quality control and the firm's Engagements selected for review included engagements performed under Government Auditing Standards, Asa part of our peer rovicw, we considered reviews by regulatory cntitics as communicated by the fim, if In our opinion, the system of quality control for the accounting and auditing practice of Armstrong, Vaughan & Associates, P.C. in effect for the year ended March 31,2023, has been suitably designed and complied with to provide the fim with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms çan receive a ratingo of pass, pass wilh de/ciencyfies) or fail. Armstrong, Vaughan & Associates, P.C. has) Geived a peer review rating of pass. 1810 Galleria Oaks. Texarkana, Texas 75503 903.793.566-Faxs 903.792.7630. .wwwwihen.com  Firm's Responsibility  Peer Reviewer's Responsibility compliance therowith based on our roview Required Selections and Considerations including a compliance audit under the Single Audit Act applicable, inc determining the nature and extent of our procedures.  Opinlon  14 Pc. wifa Henderson, PC.    BOA Agenda Item #5E  Willage  Date Submitted:  Salado Agenda Date Requested: June 28, 2024  Agenda Item:  Council Action Requested: Ordinance Resolution Motion Discussion  DISCUSSION AND POSSIBLE ACTION  Project/Proposal Summary:  5(E)DISCUSSION ON PROPOSED FISCAL YEAR 2024-2025 BUDGET, INCLUDING  CAPITAL IMPROVEMENT PROJECTS