R2020-101 2020-05-18RESOLUTION NO. R2020-101
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to enter into a Development Agreement with
Meritage Homes Co. and the Riverstone Ranch at Clear Creek Homeowners
Association, Inc., for the satisfaction of required public access to a section of
the Riverstone Ranch Development (generally located along Clear Creek
between Hughes Road and the Green Tee development).
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Development 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 2. That the City Manager or his designee is hereby authorized to execute and
the City Secretary to attest a Development Agreement.
PASSED, APPROVED and ADOPTED this the 18th day of May, A.D., 0.
AT ST:
CAATAL ROAN, TRMC, CMC
CITY SECRETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REID
MAYOR
DEVELOPMENT AGREEMENT
(EXHIBIT A TO RESOLUTION R-2020-101)
This Development Agreement (this "Agreement") is entered into this_2�day of
Ja , 2020, by and between the CITY OF PEARLAND, TEXAS,
(hereina er "City"), MERITAGE HOMES OF TEXAS, LLC, an Arizona limited liability
company (hereinafter "Developer"), and RIVERSTONE RANCH AT CLEAR CREEK
HOMEOWNERS ASSN., INC., a Texas non-profit corporation (the "HOA").
WHEREAS, The HOA owns certain vacant property described as (i) Reserve "E" of
Riverstone Ranch at Clear Creek Section 7, a subdivision in Harris County, Texas
according to the plat thereof recorded under Film Code No. 681407 in the Office of
the County Clerk of Harris County, Texas, and (ii) Reserve "C" of Riverstone, Ranch at
Clark Creek, Section 5, a subdivision in Harris County, Texas according to the plat
there recorded under Film Code No. 677546 in the Office of the County Clerk of Harris
County, Texas (collectively, the "HOA Property"); and
WHEREAS, Pasadena Independent School District ("PISD") owns certain real property
within the Riverstone Ranch Development described on Exhibit "A" attached hereto
(the "PISD Property"); and
WHEREAS, PISD and Developer have determined that it would be in their best
interests to have Developer acquire the PISD Property to address development
concerns in the Riverstone Ranch Development; and
WHEREAS, in order to faciIitatethe transaction, additional public right-of-way located
within the HOA Property will be required for access to the PISD Property in the
location shown on Exhibit "B" attached hereto (the "ROW"); and
WHEREAS, the HOA owns the ROW and has no objection to the City acquiring the
ROW and desires to cooperate with the City's efforts to acquire the ROW for use as a
road access to the PISD Property; and
WHEREAS, Developer will be required to develop the additional right-of-way to serve
the Riverstone Ranch Development (hereinafter "Improvements"), and to dedicate
said Improvements to the City for operation and maintenance; and
WHEREAS, Developer has agreed to pay all costs associated with City's acquisition of
the ROW; and
WHEREAS, City and Developer desire an agreement to set forth their respective
responsibilities with regard to providing the Improvements described herein.
WITNESSETH:
510114.000006\4852-9930-8986.0
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. Required ROW Acquisition:
a. Identification of ROW. The ROW to be acquired forthe Improvements is
as depicted on Exhibit "B" attached hereto. Developer shall retain a
surveyor approved by the City to survey the ROW and prepare the
property description and parcel map needed to acquire the ROW.
b. Acquisition. Upon receipt of all information needed to obtain the ROW,
the City shall diligently pursue the acquisition of the ROW following its
normal right-of-way acquisition process (including the use of eminent
domain in what will be a "friendly" condemnation process). The City
will regularly communicate with the Developer and its engineer on the
status of the acquisition process. The HOA consents to the acquisition
of the ROW by the City, agrees to support such acquisition, and agrees
not to oppose such acquisition in anyway.
c. Payment for ROW Acquisition. Prior to the City's initiation of the ROW
acquisition process, Developer shall pay all reasonable estimated third -
party costs for the ROW acquisition, including, but not limited to
surveying, engineering, right-of-way consultant, legal and
compensation to property owners ("Estimated Costs") as shown on
Exhibit "C" attached hereto. Prior to initiation of the ROW acquisition
process, Developer shall make a deposit with the City equal to 125% of
the Estimated Costs ("Developer's Deposit"). The City may draw on the
Developer's Deposit, as necessary, to pay the ROW acquisition costs.
The City shall maintain records of the actual costs for the ROW
acquisition process. Developer recognizes that the Estimated Costs
represent a good -faith estimate of the ROW acquisition costs and that
the actual costs for the ROW could be greater than the Developer's
Deposit. In the event withdrawals of Developer's Deposit cause the
balance to drop to 10% of the initial fund balance, Developer shall make
an additional deposit, within three (3) business days, sufficient to
complete the ROW acquisition process ("Additional Developer's
Deposit"). In the event the actual costs of the ROW acquisition process
are less than the Developer's Deposit and any Developer's Additional
Deposit, City shall reimburse the difference between the actual costs
and the remaining funds deposited by Developer no laterthan thirty (30)
days following City's acquisition and recordation of the deed or Court
Judgment.
510114.000006\4852-9930-8986.v4 2
2. The initial term of this Agreement shall be for a period of 180 days,
commen ing on theaay of , 2020, and terminating on the 444-
d
`i�
day of a�e,�..b 2020, provided
ver, that this Agreement shall be
automatically renewed in one (1) month increments until all of the obligations
of the parties hereunder have been fully discharged or specifically waived in
writing by the beneficiary thereof.
3. This Agreement may only be amended, modified, or supplemented by written
agreement and signed by both parties.
4. No assignment by a party hereto of any rights under or interests in this
Agreement will be binding on another party hereto withoutthe 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.
5. Nothing herein is intended to supersede or waive any City ordinance or
regulation pertaining to such construction.
6. 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.
7. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Texas.
8. To accomplish execution of this Agreement, it may be executed in multiple
counterparts.
9. DEVELOPER SHALL KEEP AND HOLD HARMLESS THE 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 BY REASON OF INJURY TO ANY PERSON OR
PROPERTY CAUSED BY OR RESULTING FROM THE CITY'S ACQUISITION OF
ROW, UNLESS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE
CITY, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, OR ASSIGNS.
10. The Parties agree that any suit arising out of or related to this Agreement shall
510114.00000614852-9930-8986.v4 3
be filed in Brazoria County Texas.
11. 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: City of Pearland
Attn: Trent Epperson
3519 Liberty Drive
Pearland, TX 77581
If to Developer: Meritage Homes of Texas, LLC
3250 Briarpark Drive, Suite 100
Houston, Texas 77042
If to the HOA: Riverstone Ranch at Clear Creek
Homeowners Association, Inc.
3250 Briarpark Drive, Suite 100
Houston, Texas 77042
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.
MERITAGE HOMES OF TEXAS, LLC,
an Arizona limited liability company
By:
David Jordan, Sr. Vic resident of Land
510114.000006\4852-9930-8986.v4 4
CITY OF PEARLAND,
a Texas municipal corporation
By:
Clay Pearson,
City Manager
RIVERSTONE RANCH AT CLEAR CREEK
HOMEOWNERS ASSN., INC.,
a Texas non-profit corporation
By:
Its:
510114.000006\4852-9930-8986.v4
CITY OF PEARLAND,
a Texas municipal corporation
By:
Cla ears n
City Manag r
RIVERSTONE RANCH AT CLEAR CREEK
HOMEOWNERS ASSN., INC.,
a Texas non-profit corporation
By:
5101]4.00000614852-9930-8986.v4
EXHIBIT "A"
The PISD Property
[See attached]
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EXHIBIT "B"
The ROW
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RIVERSTONE RANCH
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APPROXIMATELY
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RIVERSTONE RANCH SECTION 7
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EXHIBIT 'C'
04/29/20
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EXHIBIT "C"
Estimated Costs of ROW Acquisition
[See attached]
510114.00000614852-9930-8986.0
April 27, 2020
City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Tel: 281.652.1794
pearlandtxgov
Meritage Homes of Texas, LLC
3250 Briarpark Drive, Suite 100
Houston, Texas 77042
To whom it may concern:
The Estimated cost represent a good -faith estimate of the Right -of -Way acquisition cost pursuant
to the development agreement by and between the City of Pearland and Meritage Homes of
Texas, LCC.
Surveying
Appraisal
Acquisition
Condemnation
Land Value
Estimated total ROW acquisition cost =
I appreciate your cooperation and courtesy with respect to this matter.
Sincerely,
Anthony Vu
Acquisition Manger
City of Pearland
510114.000006\4852-9930-8986.v4 10
$1,500.00
$3,000.00
$3,500.00
$15,000.00
$4,500.00
$27,500.00
UTILITY CONVEYANCE AND SECURITY AGREEMENT
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTIES OF HARRIS §
AND BRAZORIA §
Harris-Brazoria Counties Municipal Utility District No. 509 (the "District") has
acquired certain improvements, structures, and facilities designed to provide water,
wastewater, and drainage to serve areas within the District's boundaries and the
boundaries of the City of Pearland, Texas (the "City"). For good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
District does hereby convey, transfer, and deliver to the City, its successors and assigns
those certain facilities described as follows:
Those certain facilities (except any detention facilities and the Clear Creek
storm water outfall) constructed to date by the District pursuant to the
construction contract with Pioneer Construction Services, LLC, dated on
or about April 29, 2020, for construction of the Riverstone Ranch at Clear
Creek Lift Station expansion to serve the District, Brazoria County
Municipal Utility District No. 28, and the The Green Tee Subdivision,
which facilities are located within or near the boundaries of the District,
and together with any improvements, structures, storm sewer mains,
plants, service pumps, storage reservoirs, electrical equipment, plant
equipment, distribution lines, collection lines, water mains, lift stations,
meters, valves, pipes, fittings, connections, meter boxes, laterals,
easements, rights-of-way, licenses, operating rights and all other property
therein whether real, personal or mixed, owned by the District in
connection with the facilities being conveyed hereby (the "Facilities").
The District has constructed the Facilities and is conveying the Facilities to the
City pursuant to the August 1, 2007, Utility Agreement between the City and SHS
Partners, Ltd., which was assumed by the District on November 14, 2007 (the "Utility
Agreement"). The District, pursuant to Article IV of the Utility Agreement, hereby
reserves a security interest in the Facilities to secure the performance of the City's
obligations under the Utility Agreement. The District reserves said security interest
under Texas law.
The District hereby assigns to the City all rights, maintenance bonds, warranties
and manufacturer's warranties, if any, owned or acquired by the District for the
Facilities.
The City hereby agrees by its acceptance of this conveyance to operate and
maintain the Facilities in accordance with the terms of the Utility Agreement.
IN WITNESS WHEREOF, this conveyance is executed on this 1� �' day of
2020.
ATTEST:
TE OF TEXAS
COUNTY OF HARRIS
of Directors
HARRIS-BRAZORIA COUNTIES
MUNICIPAL UTILITY DISTRICT NO. 509
By: - /f
President, Board of Direct ___
This instrument was acknowledged before me on the day of
sWtn° De{ - 2020, by -�C_C 1`C�l� "f %C40(?, . as President and
0-e( k- HCA n d" acretary of the Board of Directors of Harris-Brazoria Counties
Municipal Utility Distri)CAS: 509, a political subdivision of the State of Texas, on behalf
of said political subdivision.
\\\1pFV pve�y
Notary Pubbc„Sta. a of Texas Not ry Public, Stat of xas
Comm. Expires 12-01-2020
130918658
In accordance with the Utility Agreement, as defined above, and the
authorization by City Council of the City of Pearland, Texas (the "City") on
20 the City her4y accepts this Utility Conveyance and Security
Agreement on this 2-$0'day of kLth) 2020.
CI7
ATTEST:
;;i&,2, -
By:
ity ecre ary
APPROVED AS TO FORM:
By:
City Attorney
THE STATE OF TEXAS
COUNTY OF BRAZORIA
This instru�ent was acknowledged before me on the 4-4 day of �-
2020, by a e6L / S n as i c v of the City of Pearland,
Texas, on beha f of said City.
PVZ JENIFER K. SMITH
Notary Public, State of Texas
Comm. Expires 07-15-2022
(NOTARY S Notary ID 844803
tary lNublic, State of Texas
AFTER RECORDING RETURN TO: Harris-Brazoria Counties Municipal Utility District No.
509, Attn: Aide Meza; c/o Allen Boone Humphries Robinson LLP, 3200 Southwest Freeway,
Suite 2600, Houston, Texas 77027