R2017-211 2017-10-09 RESOLUTION NO. R2017-211
A Resolution of the City Council of the City of Pearland, Texas,authorizing the
City Manager or his designee to enter into an Amended Lease Agreement with
The University of Houston ("UH")and transferring certain real property to UH.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That the City and UH previously entered into a Lease Agreement.
Section 2. That the parties to the Lease Agreement desire to amend the terms of said
Agreement.
Section 3. That certain Amended Lease Agreement, a copy of which is attached hereto
as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved.
Section 4. That the City and UH previously entered into an exchange of real property for
the expansion of the University of Houston, Clear Lake- Pearland Campus that requires additional
acreage to support the expansion.
Section 5. The transfer of certain real property, being 1.2746 acres of the Amending Plat
of Pearland Gateway Subdivision Replat No. 2, as more accurately identified on Exhibit"B"attached
hereto. is hereby authorized and approved.
Section 6. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest an Amended Lease Agreement and Special Warranty Deed attached
hereto.
PASSED, APPROVED and ADOPTED this the 9th day of October, A.D., 2017.
TOM REID
MAYOR
ATTEST:
C Y SE ETAR
APPROVED AS TO FORM:
LJ `
DARRIN M. COKER
CITY ATTORNEY
K-11-00706-5
AMENDMENT TO LEASE AGREEMENT AND
AMENDMENT TO LETTER OF INTENT
This Amendment No. 4 to Lease Agreement (this "Amendment No. 4") is entered into as of
, 2017 by the City of Pearland, Texas, a home-rule municipality of the State of Texas
("Landlord"),and The University of Houston System,an agency and institution of higher education of the State of
Texas("Tenant"). All capitalized terms used herein but not defined herein shall have the meaning ascribed thereto
in the Lease Agreement(defined below).
RECITALS
WHEREAS,Landlord and Tenant entered into that certain Lease Agreement, dated as of January 13, 2009
(as amended from time to time,the"Lease Agreement"),whereby Landlord agreed to Lease Agreement the Leased
Premises to Tenant.
WHEREAS, the Building on the Leased Premises was constructed by Landlord pursuant to the Lease
Agreement and now the Parties desire to modify the original terms of the Lease Agreement.
AGREEMENTS
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby
acknowledged,Landlord and Tenant hereby agree as follows:
1. Definitions. All capitalized terms used herein but not defined herein shall have the meaning
ascribed thereto in the Lease Agreement.
2.
Amendment to Exhibit. Exhibit"A"to the Lease Agreement is hereby amended by deleting the
Exhibit"A"in its entirety and replacing it with the new Exhibit"A"attached hereto.
3. Letter of Intent. The Letter Of Intent dated April 6, 2015 between Landlord and Tenant (the
"LOI") is hereby amended to change the term "Property", as it is used in the LOI, to include all of Lot 2, Block 1
(22.640 acres),said Lot 2 being further described in Exhibit"A"attached hereto. It is Landlord's intention to convey
fee simple title to said Lot 2 to Tenant under a separate transaction pursuant to the terms of the LOI.
4. No Other Amendments. Except as specifically provided in this Amendment No. 4, no other
amendments, revisions or changes are made or permitted hereby to the Lease Agreement. All other terms and
conditions of the Lease Agreement remain in full force and effect and apply fully to this Amendment No.4.
5. Conforming References. Upon the effectiveness of this Amendment No.4,each reference in the
Lease Agreement to"this Lease Agreement,""thereunder,""hereto,""herein,"or words of like import, shall mean
and be a reference to the Lease Agreement as amended hereby.
6. Counterparts. This Amendment No. 4 may be executed in one or more counterparts, each of
which shall be considered an original instrument, but all of which shall be considered one and the same agreement,
and shall become binding when one or more counterparts have been signed by Landlord and Tenant and delivered
to each of them.
7. Applicable Law. This Amendment No. 4 and all rights and liabilities of the parties hereto with
respect to the Lease Agreement shall be governed by the laws of the State of Texas.
UNIVERSITY of
HOUSTON
OFFICE OF REAL ESTATE SERVICES
September 26,2017
City of Pearland
3519 Liberty Drive
Pearland,Texas 77581
Attn: Matt Buchanan
Re: Special Warranty Deed between the City of Pearland and the University of Houston
System("UHS")
Dear Mr.Buchanan:
Enclosed you will find one (1) partially executed original copy of the above-referenced
Special Warranty Deed. An electronic copy was sent via e-mail on September 26,2017.
From this point forward, any modifications to this document or any exhibits invalidates approval
by UHS's attorney and invalidates UHS's execution, requiring the document to be resubmitted
for review and approval. Please contact our office prior to modifying this document and/or its
exhibits.
We understand that you will handle the recording of this document. Once the document has been
fully executed and recorded,please kindly scan and email a copy to our office. Please feel free
to contact me if you have any questions. Thank you.
Very truly yours,
1
Jason Trippier
Director UHS Properties
JT/gr
Enclosure
UH Energy Research Park
5000 Gulf Freeway, Building 1, Room 1 1 0
Houston, TX 77204-5025
P: 713-743-1694 • F:71 3-743-3983
K-15-00378.2.1
NOTICE OF CONFIDENTIALITY RIGHTS:IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OR ALL OF
THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT
IS FILED FOR RECORD IN THE PUBLIC RECORDS:YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF BRAZORIA §
THAT THE CITY OF PEARLAND, a Texas home rule municipality("Grantor"), for and
in consideration of its donative intent to UNIVERSITY OF HOUSTON SYSTEM, a system of
public institutions of higher education and agencies of the State of Texas under Chapter 111 of
the Texas Education Code ("Grantee"), has GRANTED, GIVEN AND CONVEYED, and by
these presents does GRANT, GIVE, AND CONVEY, unto Grantee(i)that certain approximately
22.640 acre tract of land located in Brazoria County, Texas, described as "Lot 2" as further
described on Exhibit A hereto, SAVE AND EXCEPT that certain 21.3654 acre tract of land
located in Brazoria County, Texas, previously conveyed by Grantor herein to Grantee herein via
that one certain Special Warranty Deed dated August 16, 2016, and recorded under Clerk's File
No. 2016043365 recorded in Official Public Records of Brazoria County, Texas, by reference
made a part hereof(the "Land"), and(ii) all buildings and improvements located on the Land (all
of the foregoing being hereinafter referred to, collectively, as the "Property"), including all of
Grantor's right, title and interest in any improvements and buildings on or under the Property and
any streets, alleys, strips, gores and rights-of-way adjacent to or appurtenant to the Property, save
and except all oil, gas and mineral rights in and under and that may be produced from the
Property which shall be retained by Grantor; provided however, that the Grantor waives its
rights to ingress and egress to and from said Property for any purposes, including for the purpose
of exploring for and producing said oil, gas and minerals. All future leases or conveyances of all
or any part of the oil, gas and minerals herein reserved by the Grantor shall be subject to and
burdened by the foregoing surface waiver provisions and automatically shall be construed to
contain a contractual waiver by lessee or Grantee (as applicable) of the right to enter upon the
surface of the Property. The foregoing provision shall be a covenant running with the Property
binding upon any party owning an interest in any such reserved minerals and inuring to the
benefit of, and directly enforceable by, all future owners of all or any part of the surface estate of
the Property, and Grantee's acceptance of the Property shall be subject to the Right of Reversion
described in Exhibit B attached hereto.
This conveyance is executed by Grantor and accepted by Grantee subject to the matters
set forth in Exhibit C hereto, by reference made a part hereof (collectively, the "Permitted
Exceptions"), but only to the extent that same are still valid and in force and effect.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging, unto the said Grantee, its successor and assigns,
forever; and, subject to the Permitted Encumbrances, Grantor does hereby bind itself and its
successors to WARRANT and FOREVER DEFEND all and singular the Property unto the said
Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to
claim the same,or any part thereof,by, through or under Grantor,but not otherwise.
Page 1 of 8
K-15-00378.2.1
This Deed may be executed in one or more counterparts, each of which shall be deemed
an original,but all of which together shall constitute one and the same instrument.
[Signature to follow on the next page]
Page 2 of 8
K-15-00378.2.1
EXECUTED this /0 day of Q1-71- , 2017.
GRANTOR:
THE CITY OF PEARLAND, a Texas home
rule munici it
By:
Name: ay Pearson
Title: City Manager
THE STATE OF TEXAS §
§
COUNTY OF HARRIS §
This instrument was acknowledged before me on the 1dkday of airber , 2017, by
Clay Pearson, City Manager of the City of Pearland, a Texas home rule municipality, on behalf
of said entity.
JENIEER K. SMITH No ary Pu lic in and for the State of Texas
Notary Public.State of Texas
1":-.;;..",:if Comm.Expires 07-15-2018
'N111,1 0 Notary ID 844803 err r • . Srn 14h
Printed or Typed Name of Notary
My Commission Expires:
-7• / 5-, Z.o1g7
Page 3 of 8
K-15-00378.2.1
GRANTEE:
UNIVERSITY OF HOUSTON SYSTEM,
an agency of the State of Texas pursuant to
Chapter 111 of the Texas Education Code
By: R-ev'lvA ,QJ-eri
Name: Renu Khator
Title: Chancellor
• APPROVED A$TO FORM ltyt
v/!l J
//
OFFICE OE TFEE,OENERAL COUNSEL
UN[VESLtTY'OF no VSTON SYSTEM.
9.20.2017
THE STATE OF TEXAS §
§
COUNTY OF HARRIS §
This instrument was acknowledged before me on the Z J day of sc 6.4-20 1 by
Renu Khator, Chancellor of the UNIVERSITY OF HOUSTON SYSTEM, an agency of the State
of Texas pursuant to Chapter 111 of the Texas Education Code on behalf of said agency.
Notary Pi_ is it and for the State of Texas
.14.'''LNANCY J NGUYEN
f n 7,1 NOTARY PUBLIC
� '1..-fp State of Texas �� � n
''' F.`•`°Comm.Exp.07-28-2018
NOTARY WITHOUT BOND Printed or Ted Na e ofNotary
My Commission Expires:
`3 t/ 2t) 2)le
The mailing address of Grantee is as follows:
University of Houston System
Office of Real Estate Services
5000 Gulf Freeway
Building 1, Suite 110
Houston,TX 77204-5025
Page 4 of 8
K-15-00378.2.1
EXHIBIT "A"
Lot Two (2) of the Amending Plat of Pearland Gateway Subdivision Replat No. 2 according to the map
or plat thereof recorded in File No. 2017037046 of the Map Records of Brazoria County, Texas.
Page 5 of 8
K-15-00378.2.1
EXHIBIT"B"
Right of Reversion
Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall have the
right and option, but not the obligation, to exercise its Right of Reversion of the Property as
described in this Exhibit B.
1. As used herein, "Construction Obligation" shall mean: (i) the substantial completion of
construction of a facility of no less than 20,000 square feet in size to be built on the Property(the
"Project") by the University of Houston System, which plans to use the Project for academic,
research and administrative uses, to provide services to faculty, staff and students, as well as the
public, as applicable, and/or for other uses or services related to or benefitting the University of
Houston System's role and/or mission; and (ii) commencement of operations of the Project on
the Property.
2. As used herein, "Operation Obligation" shall mean: The University of Houston System's
use and/or operation of the Property as an institution of higher education, for academic, research
and administrative uses, to provide services to faculty, staff and students, as well as the public, as
applicable, and/or for other uses or services related to or benefitting the University of Houston
System's role and/or mission.
3. Subject to the terms and conditions set forth below, Grantee grants to Grantor, and
Grantor shall have, the right and option, but not the obligation, to exercise a reversion of the
Property (the "Riga of Reversion") if: i) the Construction Obligation fails to occur by the
expiration of twenty (20) years after the Effective Date of this Exhibit B which shall be the date
of execution and recording of the Special Warranty Deed to which this Exhibit B is attached,
unless such failure is due to a third parry's actions, act of God or some other event not under the
direct control of Grantee; or ii)the Operation Obligation fails to be maintained by the University
Houston System until the first to occur of the following: (a) a period of fifteen (15) years
following the Effective Date of this Exhibit B which shall be the date of execution and recording
of the Special Warranty Deed to which this Exhibit B is attached, or (b) Grantee obtains any
portion of land adjacent to the Property pursuant to Section 52 and/or 53 of that certain Lease
Agreement between the City and the University in 2008, as may be amended and/or modified
from time to time, whichever occurs first.
(a) In order to exercise the Right of Reversion, Grantor must deliver written notice to
Grantee within 45 days after the date of the event triggering Grantor's right under Section
2 above.
(b) If Grantor exercises the Right of Reversion, Grantee shall reconvey the Property
to Grantor by special warranty deed free and clear of all liens and encumbrances, with no
title exceptions other than those existing on the date Grantor conveyed the Property to
Grantee.
Page 6 of 8
K-15-00378.2.1
(c) The Right of Reversion shall automatically terminate if Grantor does not give the
written exercise notice within the time period specified in Paragraph 2(a).
4. The illegality, invalidity or unenforceability of any provision of this Exhibit B shall not
affect the legality, validity or enforceability of any other provision of this Exhibit B.
5. Notices. Any notice, demand or other communication required to be given or to be served
upon any party hereunder shall be void and of no effect unless given in accordance with the
provisions of this section. All notices, demands or other communications must be in writing and
delivered to the person to whom it is directed, either(i) in person or(ii) delivered by a reputable
non-electronic delivery service that provides a delivery receipt. Any notice, demand or other
communication shall be deemed to have been given and received when delivered to the below
stated address of the party to whom it is addressed. All notices, demands and other
communications shall be given to the parties hereto at the following addresses:
If to Grantee: Office of General Counsel
University of Houston
311 Ezekiel Cullen Building
Houston,Texas 77204-2028
If to Grantor: City Attorney
City of Pearland
3519 Liberty Drive
Pearland,Texas 77581
Any party entitled to receive notices hereunder may change the address for notice specified
above by giving the other party ten days' advance written notice of such change of address.
6. THIS EXHIBIT B MAY NOT BE AMENDED EXCEPT BY WRITTEN
DOCUMENT SIGNED BY THE THEN CURRENT OWNER OF THE PROPERTY AND
GRANTOR,SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND
IS BINDING ON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS.
7. The prevailing party in any legal proceeding regarding this Exhibit B shall be entitled to
recover from the other party all reasonable attorneys' fees and costs incurred in connection with
such proceeding.
Page 7 of 8
K-15-00378.2.1
EXHIBIT"C"
Permitted Exceptions
1. CenterPoint Energy Houston Electric, LLC easements as set forth and defined in
instrument filed for record under Brazoria County Clerk's File Nos. 2016001873 and
2016001874 and as reflected on the plat recorded in/under Clerk's File No. 2016007072
of the Plat Records of
Brazoria County,Texas.
2. Water, Sewer and Drainage easement 30 feet in width along the southeast property line
abutting Pearland Parkway as set forth and defined in instrument filed for record under
Brazoria County Clerk's File No. 2009019090 and as reflected on the plat recorded
in/under Clerk's File No. 2016007072 of the Plat Records of Brazoria County,Texas.
3. CenterPoint Energy Houston Electric, LLC blanket easement as set forth and defined in
instrument filed for record under Brazoria County Clerk's File No. 2009056674.
Page 8 of 8
Li N \IERA1 ( 0
F.
... rwit ..
•
. - _ -
OFFICE OF REAL ESTATE SERVICES
September 26,2017
City of Pearland
3519 Liberty Drive
Pearland,Texas 77581
Attn: Matt Buchanan
Re: Amendment No. 4 to Lease Agreement and Amendment to Letter of Intent between the
City of Pearland and the University of Houston System("UHS")
Dear Mr. Buchanan: •
Enclosed you will find one (1) partially executed copy of the above-referenced
Amendment. An electronic copy was sent via e-mail on September 11,2017.
From this point forward, any modifications to this document or any exhibits invalidates approval
by UHS's attorney and invalidates UHS's execution, requiring the document to be resubmitted
for review and approval. Please contact our office prior to modifying this document and/or its
exhibits.
Once the document has been fully executed and recorded,please kindly scan and email a copy to
our office. Please feel free to contact me if you have any questions. Thank you.
Very truly yours
`'
ir
Jason Trippier
Director UHS Properties
JT/gr
Enclosure
UH Energy Research Park
5000 Gulf Freeway, Building 1, Room 1 10
Houston,TX 77204-5025
P:713-743-1694 • F:713-743-3983
K-11-00706-5
AMENDMENT TO LEASE AGREEMENT AND
AMENDMENT TO LETTER OF INTENT
This Amendment No. 4 to Lease Agreement (this "Amendment No. 4") is entered into as of
_, 2017 by the City of Pearland, Texas, a home-rule municipality of the State of Texas
("Landlord"), and The University of Houston System, an agency and institution of higher education of the State of
Texas("Tenant"), All capitalized terms used herein but not defined herein shall have the meaning ascribed thereto
in the Lease Agreement(defined below).
RECITALS
WHEREAS, Landlord and Tenant entered into that certain Lease Agreement, dated as of January 13,2009
(as amended from time to time,the"Lease Agreement"),whereby Landlord agreed to Lease Agreement the Leased
Premises to Tenant.
WHEREAS, the Building on the Leased Premises was constructed by Landlord pursuant to the Lease
Agreement and now the Parties desire to modify the original terms of the Lease Agreement.
AGREEMENTS
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby
acknowledged,Landlord and Tenant hereby agree as follows:
1. Definitions. All capitalized terms used herein but not defined herein shall have the meaning
ascribed thereto in the Lease Agreement.
2. Amendment to Exhibit. Exhibit"A"to the Lease Agreement is hereby amended by deleting the
Exhibit"A"in its entirety and replacing it with the new Exhibit"A"attached hereto.
3. Letter of Intent. The Letter Of Intent dated April 6, 2015 between Landlord and Tenant (the
"LOI") is hereby amended to change the term "Property", as it is used in the LOI, to include all of Lot 2, Block 1
(22.640 acres),said Lot 2 being further described in Exhibit"A"attached hereto. It is Landlord's intention to convey
fee simple title to said Lot 2 to Tenant under a separate transaction pursuant to the terms of the LOI.
4. No Other Amendments. Except as specifically provided in this Amendment No, 4, no other
amendments, revisions or changes are made or permitted hereby to the Lease Agreement. All other terms and
conditions of the Lease Agreement remain in full force and effect and apply fully to this Amendment No.4.
5. Conforming References. Upon the effectiveness of this Amendment No.4,each reference in the
Lease Agreement to"this Lease Agreement,""thereunder,""hereto,""herein,"or words of like import, shall mean
and be a reference to the Lease Agreement as amended hereby.
6. Counterparts. This Amendment No, 4 may be executed in one or more counterparts, each of
which shall be considered an original instrument, but all of which shall be considered one and the same agreement,
and shall become binding when one or more counterparts have been signed by Landlord and Tenant and delivered
to each of them.
7. Applicable Law. This Amendment No. 4 and all rights and liabilities of the parties hereto with
respect to the Lease Agreement shall be governed by the laws of the State of Texas,
K-11-00706-5
WITNESS THE EXECUTION hereof as of the date first above written.
Landlord:Ci Pearland,Texas
By:
Name;Clay Pe son
Title:City Ma ager
Tenant: University of Houston System
By: REALLY-4,"Adt4214/—
Name. enu Khator,Ph.D.
Title:Chancellor/President
APPROVED TO FORM BYt
UNN1' IrY 0 HOUSTOONSSyS
8142017
K-11-00706-5
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