R2005-0052 03-21-05 RESOLUTION NO. R2005-52
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO AN AGREEMENT WITH VMC PARTNERS, LTD.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Agreement by and between the City of Pearland and VMC
Partners, Ltd., 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 the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest an Agreement with VMC Partners, Ltd.
PASSED, APPROVED and ADOPTED this the 21st day of March ,
A.D., 2005.
ATTEST:
LAKE1SHA CANN~ON-SCOTT - -
DEPUTY CITY SECRETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
Exhibit "A"
Resolution No. 2005-52
AGREEMENT
This Agreement is entered into this~//''5-'-~ day of April, 2005, by and between the CITY OF
PEARLAND, TEXAS (hereinafter "City"), and VMC Partners, Ltd (hereinafter "VMC").
WHEREAS, pursuant to a Right-of-Way Deed (hereinafter "Exhibit A") dated November 25,1975
and recorded in Volume 1271 page 566 of the Brazoria County Deed Records and a Drainage
Easement (hereinafter "Exhibit B") dated October 2, 1990 and recorded, City received a donation of
a sixty foot (60') right-of-way and a drainage easement in exchange for the construction of certain
improvements designed to provide access to the surrounding property; and
WHEREAS, a majority of the above referenced improvements have been constructed, however the
remaining improvements are not required due to existence of Pearland Parkway; and
WHEREAS, City and VMC desires to fulfill the terms identified in Exhibits A and B by exchanging
development fee credits (excluding water/sewer impact fees) for the Villages at Mary's Creek
subdivision (hereinafter "Project") in lieu of the City constructing any of the remaining obligations
identified in the Exhibits A & B:
WITNESSETH:
NO W THEREFORE, in consideration of the foregoing and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the City and VMC hereby agree as
follows:
City agrees to provide VMC $50,000 credit to be used to offset any future development fees
(excluding water/sewer impact fees) that may be imposed by City and that are associated
with development of any section(s) of the Project.
Upon completion of the Project, City agrees to submit a check to VMC in an amount equal to
any unused development fee credits.
Upon fulfillment of the terms of this Agreement, VMC its limited partners, general partner,
owners, officers, and employees acquit, release and forever discharge the City of Pearland,
and their agents, attorneys, representatives, employees and officials, from any and all
disputes, controversies, claims, demands, lawsuits, liabilities, damages, debts and liens,
whether in law or equity, by statute or common law, that arise from, have been asserted and
could have been asserted in this matter.
This agreement may only be amended, modified, or supplemented by written agreement and
signed by both parties.
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.
6. Nothing herein is intended to supersede or waive any City ordinance or regulation.
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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.
This agreement shall be construed and enforced in accordance with and governed by the
laws of the State of Texas.
This agreement and all obligations created hereunder shall be performable in
Brazoria County, Texas.
10. To accomplish execution of this agreement, it may be executed in multiple counterparts.
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11.
VMC HEREBY RELEASES, ACQUITS, AND FOREVER DISCHARGES THE CITY
OF PEARLAND, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, AND
ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, RIGHTS OR CAUSES OF
ACTION OF WHATSOEVER CHARACTER OR NATURE, INCLUDING
ATTORNEYS' FEES, AND SHALL KEEP AND HOLD HARMLESS CITY, ITS
OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS FROM ANY
AND ALL COST, LIABILITY, DAMAGE OR EXPENSE OF ANY NATURE AND
HOWSOEVER CAUSED, INCLUDING ATTORNEYS' FEES, CLAIMED OR
RECOVERED BY ANYONE, ARISING FROM OR BY REASON OF ANY AND ALL
CLAIMS OR DAMAGES, INCLUDING DEATH AND MENTAL ANGUISH,
DAMAGE TO PROPERTY AND THE CONSEQUENCES THEREOF WHICH MAY
BE SUSTAINED BY VMC, HIS AGENTS OR EMPLOYEES, AS A RESULT OF
THE PERFORMANCE OF THIS AGREEMENT, EXCEPT TO THE EXTENT THAT
ANY SUCH LOSS, CLAIM, DAMAGE, OR LIABILITY RESULTS FROM THE
GROSS NEGLIGENCE OR BAD FAITH OF CITY. THE PROVISIONS OF THIS
SECTION SHALL SURVIVE THE TERMINATION, EXPIRATION, OR
CANCELLATION OF THIS AGREEMENT.
In witness whereof, the parties have hereunto set their hands and signatures on the date first above
mentioned.
VMC Partners, Ltd.,
By: FCOF Management Co. LLC.,
· Bonner
By:
CITY OF PEARLAND
Bill Eisen
City Manager
STATE OF TEXAS '
COUNTY OF BRAZORIA
BEFORE ME, the undersigned Notary Public, on this day personally appeared J~.
~, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he/she executed the same for the purposes and consideration therein
expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS -~,~ DAY OF
'~..-z r'~-z/~ , A.D., 20 ~,~'-' .
~t~ry Publicl State of Texas
Printed Name:
My Commission Expires:
STATE OF TEXAS
COUNTIES OF BRAZORIA,
FORT BEND, AND HARRIS
BEFORE ME, the undersigned Notary Public, on this day personally appeared ~
known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND
, A.D., 20 O,J
SEAL OF OFFICE THIS ,,.5-;'~ DAY OF
Notary Public, State of Texas
Printed Name: /-~ct ,~//~ ,~e//~c,,~..
My Commission Expires: ///~/0 ~
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