R-2016-230 2016-12-19RESOLUTION NO. R2016-230
A Resolution of the City Council of the City of Pearland, Texas, authorizing
a Reimbursement Agreement with the Pearland Economic Development
Corporation ("PEDC"), in the estimated amount of $578,391.00, for
reimbursement of construction costs associated with the City Hall
Renovation Project; and authorizing an Administrative Services Contract
with the PEDC in the amount of $156,897.50, for reimbursements
associated with services provided by the City to the PEDC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Reimbursement Agreement by and between the City of
Pearland and the PEDC, a copy of which is attached hereto as Exhibit "A" and made a part
hereof for all purposes, is hereby authorized and approved.
Section 2. That certain Administrative Services Agreement by and between the City
of Pearland and the PEDC, a copy of which is attached hereto as Exhibit "B" and made a part
hereof for all purposes, is hereby authorized and approved.
Section 3. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest the Reimbursement Agreement and the Administrative Services
Agreement with the PEDC.
PASSED, APPROVED and ADOPTED this the 19th day of December, A.D., 2016.
ATTEST:
APPROVED AS TO FORM:
(co__
DRRRIN M. COKER
CITY ATTORNEY
0, 7-7
TOM REID
MAYOR
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Resolution No. R2016-230
Exhibit "A"
COST SHARING/REIMBURSEMENT AGREEMENT
This Agreement is entered into this "14 day of l)t , 2016, by and between the CITY OF
PEARLAND, TEXAS (hereinafter "City"), and the Pearland Economic Development Corporation
(hereinafter "PEDC").
WHEREAS, the PEDC is a Type B economic development corporation, created pursuant to Chapter
505 of the Texas Local Government Code, as amended; and
WHEREAS, the City and PEDC desire the construction of an office suite on the 3'6 floor of City Hall for
PEDC use (hereinafter "Improvements"); and
WHEREAS, the PEDC desires to fund a portion of the construction of the Improvements and
associated common areas; and
WHEREAS, PEDC approved funding the Improvements for the City at its July 28, 2016, Board of
Directors' meeting, after conducting a public hearing on the project; and
WHEREAS, City and PEDC desire an agreement to set forth their respective responsibilities with
regard to the Improvements and reimbursement of said costs.
WITNESSETH:
NOW THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as
follows:
1. City shall be responsible for designing and constructing the Improvements more accurately
described in Exhibit "A" attached hereto.
2. Upon the approval of the plans and specifications by the City, City shall obtain pricing as part of
its overall project in accordance with Local Government Code Chapter 252 for the construction
of the Improvements among the City's overall improvements. City shall review the bids and
award a contract to the lowest responsible bidder generally following the approved plans and
specifications of the Improvements by the City. City reserves the right to reject any and all bids
for the construction of the Improvements. Following award of the bid by City, City shall cause
construction of the Improvements to commence on or before January 1, 2017 ("Commencement
Date"), and shall cause the Improvements to be completed in accordance with the plans and
specifications within a reasonable period of time.
3. The total cost of the Improvements is estimated to be $4,094,874 as itemized in Exhibit "B"
attached hereto. The PEDC agrees to fund estimated costs of $578,391 or 14.12% of the
Improvements or actual amount ("PEDC Participation"). The PEDC Participation amount shall
be paid to the City in installments or a lump sum amount to the City. The timing and amount of
the payment shall be determined at sole discretion of the City, but in no event shall the total
payments exceed the PEDC Participation amount.
4. The initial term of this Agreement shall be for a period of twelve (12) months, commencing on
the l9') day of Dec:: , 2016, and may be renewed as needed until the
Improvements are substantially complete. This Agreement addresses the physical construction
of the space for PEDC to occupy. The Administrative Services Agreement between the City
and PEDC will be amended to address ongoing expenses.
5. The Cost Sharing/Reimbursement Agreement here is for the physical space of the PEDC offices
only. The furniture and fixtures for the space shall be secured owned and installed solely by the
PEDC. The City shall coordinate with PEDC for the technology, utility or other needs for the
completion of the space.
6. This Agreement may only be amended, modified, or supplemented by written agreement and
signed by both parties.
7. No assignment by a party hereto of any rights under or interests in this agreement will be
binding on another party hereto without the written consent of the party sought to be bound; and
specifically but without limitation moneys that may become due and moneys that are due may
not be assigned without such consent (except to the extent that the effect of this restriction may
be limited by law), and unless specifically stated to the contrary in any written consent to an
assignment no assignment will release or discharge the assignor from any duty or responsibility
under this Agreement.
8. Nothing herein is intended to supersede or waive any City ordinance or regulation pertaining to
such construction.
9. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is prohibitive
or invalid under applicable law, such provision shall be ineffective to the extent of such provision
or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Agreement.
10. This Agreement shall be construed and enforced in accordance with and governed by the laws
of the State of Texas.
11. To accomplish execution of this Agreement, it may be executed in multiple counterparts.
12. The Parties agree that any suit arising out of or related to this Agreement shall be filed in
Brazoria County Texas.
13. All notices which are required or may be given pursuant to this Agreement shall be in writing
and shall be sufficient if delivered personally or by first class mail, postage prepaid, return
receipt requested, or by a nationally recognized courier, to the parties and their attorneys at the
addresses set out below or such other addresses as the parties or their attorneys may hereafter
notify one another:
If to City:
If to PEDC:
City of Pearland
Attn: Clay Pearson, City Manager
3519 Liberty Drive
Pearland, TX 77581
Pearland Economic Development Corporation
Attn: Chairman
3519 Liberty Drive, Suite 300
Pearland, TX 77581
Notice delivered in accordance with the terms hereof shall be effective upon receipt.
In witness whereof, the parties have hereunto set their hands and signatures on the date first above
mentioned.
ATTEST:
PEARLAND ECONOMIC DEVELOPMENT
CORPORATION
a Texas non-profit corporation
By:
/(-2
Rushi Patel
Vice -Chairman
CITY OF PEARLAND,
a Texas municipal corpo ation
By:
Clay Pearson,
City Manager
EXHIBIT A
IMPROVEMENTS
100% Design- 3n° Floor
1 AUJID FLOOR RAh
4
Resolution No. R2016-230
Exhibit "B"
EXHIBIT B
ITEMS ELIGIBLE COST SHARING/REIMBURSTMENT:
Post -Bid Project Actual
Cost
MEP/HVAC
$3,291,681
IT Upgrades
$524,600
PEDC Buildout Only
PEDC Design Cost
Total
$264,375
PEDC Pro -Rata Share
$258,587
$41,211
$264,375
$14,218
$14,218
$4,094,874
$578,391
Percent of Total Project
100%
14.12%
6
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11
ADMINISTRATIVE SERVICES CONTRACT
BETWEEN THE CITY OF PEARLAND, TEXAS
AND THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION
STATE OF TEXAS §
COUNTY OF BRAZORIA §
THIS CONTRACT FOR SERVICES ("Contract") is made by and between the City of
Pearland (hereinafter called "City") and the Pearland Economic Development
Corporation (hereinafter called "Corporation") for the purpose of contracting for
administrative services of the staff and employees of City. This Agreement replaces the
Contract of October 11, 2010 (R2010-139).
WITNESSETH
WHEREAS, on January 21, 1995 City's voters approved the establishment of an
Economic Development Corporation pursuant to Secion 4B of the Economic
Development Corporation Act of 1979 (the "Act") to promote and develop new and
expanded business enterprises on behalf of the City of Pearland; and
WHEREAS, the Board of Directors of Corporation and City have previously approved the
Articles of Incorporation and the Bylaws of Corporation; and
WHEREAS, Section 7.06 of said Bylaws provide that City and Corporation shall execute
an administrative services contract for services to be provided to Corporation by City;
and
WHEREAS. City and Corporation desire to contract for administrative services as
authorized by the Act.
AGREEMENT
NOW, THEREFORE, City and Corporation, in consideration of the mutual covenants
and agreements herein contained, do hereby mutually agree as follows:
ARTICLE I
SCOPE OF SERVICES TO BE PROVIDED BY CITY
The City will furnish items and perform those Administrative Services for fulfillment of the
Contract as identified in the Scope of Services attached hereto as Exhibit "A."
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ARTICLE 2
CONTRACT TERM
The term of the Contract shall be ten (10) years from tOctober 1, 2017 by the parties,
unless sooner terminated as provided herein.
ARTICLE 3
CONTRACT PRICE
Corporation shall pay City for the Administrative Services contemplated herein as
follows:
For all Administrative Services listed in Exhibit "A" except any item specifically listed as
being a separate expense, a monthly flat fee (the "Flat Fee") of $156,897.50 for the first
year of the Contract beginning Ocotber 1, 2017. The Flat Fee shall be increased
annually by five (5) percent. In addition to the Flat Fee, Corporation shall pay City for all
items that incur a separate expense.
ARTICLE 4
PAYMENT PROCEDURES
Corporation hereby authorizes City to transfer funds on a quarterly basis from
Corporation's accounts to City's accounts to cover all amounts from the previous quarter
owed to City under the Contract.
ARTICLE 5
TERMINATION
The Contract may be terminated before expiration of the Contract term upon occurrence
of any of the following events:
(1)
(2)
(3)
Both parties agree in writing to terminate the Contract at any time;
Either party fails to fulfill its obligations as set forth herein, upon which breach the
other party may terminate the Contract immediately; or
Either party gives the other party written notice of termination to take effect not
sooner than thirty (30) days after said notice is given.
ARTICLE 6
INDEMNIFICATION
Corporation agrees, to save and hold harmless City and its agents, officers and
employees from all claims and liability due to activities of itself, its agents,
officers, or employees, performed under the Contract and which are caused by or
result from error, omission, or negligent act of Corporation or of Corporation's
agents, officers, and employees. Corporation shall also save harmless City and its
agents, officers, and employees from any and all expense, including, but not
limited to, attorney fees which may be incurred by City in litigation or otherwise
resisting said claim or liabilities which may be imposed on City as a result of such
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activities by Corporation, its agents, officers, or employees. This indemnity shall
not include claims based upon or arising out of the willful misconduct of City, its
agents, officers or employees. Further, this indemnity shall not require payment of
a claim by City or its agents, officers or employees as a condition precedent to
City's recovery under this provision.
ARTICLE 7
SEVERABILITY
In the event any one or more of the provisions contained in this Contract shall for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision thereof and this Contract
shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.
ARTICLE 8
PRIOR CONTRACTS SUPERSEDED
This Contract constitutes the sole and only agreement of the parties hereto and
supersedes any prior understandings or written or oral contracts between the parties
respecting the subject matter defined herein.
ARTICLE 9
NOTICES
All notices to either party by the other required under this Contract shall be personally
delivered or mailed to such party at the following respective addresses:
For City:
For Corporation:
City Manager
City of Pearland
3519 Liberty. Drive
Pearland, Texas 77581
PEDC Chairman of the Board
Pearland Economic Development Corporation
3519 Liberty Drive, Suite 300
Pearland, Texas 77581
IN WITNESS HEREOF, City and Corporation have executed these presents in duplicate
on this the day of
PEARLAND EpONOMIC , VELOPMENT CORPORATION
By: / (i'(%�-' /Ak .'(j
Print N me: 'Sievew
Title: \J i r c. C hsair
3
ATTEST:
By:
Printed Name:
Title: Se Gre,-}0rLA
CITY OF PEARLAND
By:
Printe•ram-
Title: City M- ager
ATTEST:
By:
Pri = • Na oun=0_
Ti City r etary
MOVED AS TO FORM:
Darrin Coker
City Attorney
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Exhibit A
Scope of Services*
Staff — Corporation's staff will be employees of City. The cost of the staff including
wages, vacation pay, sick pay, overtime, workers compensation, social security,
retirement, all taxes, health and dental benefits, and unemployment insurance will be a
separate expense to Corporation not included in the Flat Fee.
Legal - The City Attorney shall be the legal counsel for Corporation. The cost
associated with the City Attorney and other legal staff shall be included in the Flat Fee.
Any use of outside legal counsel for specialized needs, including bond counsel, is a
separate expense to Corporation not included in the Flat Fee.
Financial — City will administer Corporation's accounts, expenditures, deposits,
investment of funds and accounts, and provide other financial services for Corporation,
including annual preparation of budget and forecast, and issuance and payment of debt.
The cost associated with the above financial services will be included in the Flat Fee.
Financial advisory services associated with bond sales and other financing vehicles,
arbitrage fees and consulting services for the calculation of any amounts due, as
required by the IRS, are a separate expense to Corporation not included in the Flat Fee.
Audit - Corporation's books, records, accounts and financial statements and all other
financial activities for the previous fiscal year shall be audited at least once each
financial year by an outside, independent, certified public accounting firm selected by the
City Council. The expense of the audit will be included in the Flat Fee. The cost of any
compliance audits for grant or incentive agreements will be a separate expense to
Corporation not included in the Flat Fee.
Insurance — City will allow Corporation to utilize City's insurance company to provide
general liability, automobile coverage, errors and omissions, public employee's
dishonesty, property and windstorm. The cost of the above insurance is included in the
Flat Fee along with the administration thereof. Insurance for other assets of the
Corporation (i.e., land or buildings) shall be a direct cost to the corporation.
Human Resources — City will provide to Corporation human resource services that
include hiring, development and retention of employees, coaching and counseling
services to supervisors and employees, and assistance with benefits, performance
appraisals, policies and procedures, workers compensation, and other services. The
cost of these services will be included in the Flat Fee.
Information Technology — City will maintain and provide support to Corporation's
network, hardware, software, wired and wireless networks, as well as the telephone
system. New and replacement computers, software and other IT requirements are a
separate expense to Corporation not included in the Flat Fee.
Vehicles/Fleet/Fuel — The cost of in-house labor for preventative maintenance and
other repairs is included in the Flat Fee. The cost of fuel, vehicle parts, and outside
labor is a separate expense to Corporation not included in the Flat Fee.
Phones — All phone services, including all equipment, utilized by Corporation's staff will
be a separate expense to Corporation not included in the Flat Fee.
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Purchasing — Corporation's utilization of City's purchasing staff which will be included in
the Flat Fee.
Copier/Cell Phones/Air Card — City will procure copier services, cell phones and air
cards for the Corporation, all of which shall be a separate expense to Corporation not
included in the Flat Fee.
Project Management/Engineering — City will make available to Corporation project
management and engineering services for capital projects conducted by Corporation.
The cost associated with City staff for projects funded with current revenues will be
included in the Flat Fee. For projects funded through sale of Corporation bonds, cost of
City staff time will be a separate expense to Corporation not included in the Flat Fee;
however, the City and Corporation will agree to a percentage Project Management Fee
on a case-by-case basis. Use of outside firms for engineering or construction
management/inspection services will be a separate expense to Corporation not included
in the Flat Fee.
Offices — Beginning October 1, 2017, the offices utilized by the Corporation will be
located at 3519 Liberty Drive, Suite 300 are owned by the City of Pearland. The offices
are being renovated for PEDC use with funds from the Cost Sharing/Reimbursement
Agreement between PEDC and the City. The Corporation shall be entitiled to the use of
Suite 300 (3,525 square feet) for a minimum of ten years from October 1, 2017 unless
agreed to otherwise by both parites.
Ongoing costs for PEDC to occupy this office space will be included in the Flat Fee. The
operating cost is calculated by the following formula: (Office Square feet x $7.14) or
3,525 x $7.14 = $25,168.50. The Flat fee is a sum of the operating cost and the
administratve fee. For the first year beginning October 1, 2017 the flat fee shall be
$25,168.50 + $131,729.00 = $156,897.50.
1. The Operating Cost include all expenses, costs and disbursements of
every kind and nature which The City shall pay or become obligated to pay
because of, or in connection with the ownership, maintenance and operation
of the Building, including, but not limited to, the following:
(1) Wages and salaries of all employees engaged in the operation,
maintenance, or security of the Building, including all taxes, insurance
and benefits relating thereto.
(ii) Cost of all utilities for the Building, including, but not limited to, the
cost of water, electricity, power, heating, lighting, air conditioning and
ventilation of the Building.
(iii) Cost of all repairs, maintenance and service agreements for the
Building, including, but not limited to, insurance, communications
equipment and infrastructure, window cleaning, janitorial service and
elevator maintenance.
City Secretary — The City Secretary will post meeting notices and other public notices
for City Council meetings that pertain to Corporation, retain records, process public
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information requests and review disposition of records. These services will be included
in the Flat Fee.
City Manager — The City Manager will provide review and oversight of City staff utilized
by Corporation. This service will be included in the Flat Fee.
* ANY ADDITIONAL SERVICE NOT ITEMIZED IN EXHIBIT "A" AS BEING INCLUDED
IN THE FLAT FEE SHALL BE AT THE DIRECT EXPENSE OF THE CORPORATION.
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