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R2021-199 2021-09-20 � y RESOLUTION NO. R2021-199 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 Keep Pearland Beautiful for the operation of the Stella Roberts Recycling Center 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 Keep Pearland Beautiful, 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 Keep Pearland Beautiful for the operation of the Stella Roberts Recycling Center PASSED, APPROVED and ADOPTED this the 20th day of September, A.D , 2021 J VIN COLE AYOR STAL AN, TRMC, CMC "AI,RLq j1/ ',,„ C Y SECRETARY c\ APPROVED AS TO FORM 181 4,P.A 04 DARRIN M COKER •• CITY ATTORNEY Keep Pearland Beautiful Performance Measures—Operational Guidelines for City of Pearland Agreement A. Promote public interest in recycling as a resource recovery method by collection and processing of waste products into raw materials,thereby preserving our precious natural resources. B. Study, develop, and implement adult and youth educational programs encouraging households to reduce the waste stream by separating recyclable, reusable, and compostable materials from garbage, work with various City departments to develop and implement a recycle bin audit program C. Promote corporate recycling programs to reduce the amount of commercial waste and capitalize on the large amount of high quality, clean, recyclable waste businesses generate, work with hauler to establish and promote business and apartment recycling programs D Manage the City's recycling center so long as deemed feasible by Keep Pearland Beautiful E. Work with various City departments, to promote beautification and planting projects on public lands that will enhance the appearance of the City F Implement Keep America Beautiful and Keep Texas Beautiful educational programs for the entire community, encouraging litter prevention, litter abatement, beautification, landscaping, pollution prevention, and conservation of natural resources. G Review City ordinances dealing with environmental issues such as litter control, solid waste management, and beautification, and cooperate with the City staff to amend current ordinances and/or draft new ordinances found necessary as a result of the review and support passage of said ordinances by the City Council H Respond to telephone inquiries addressed to the City regarding litter prevention, recycling, waste collection, and community beautification I Work with the City's Urban Forester to maintain the "Tree City USA" designation from the National Arbor Day Association and to define required tasks, data collection, and/or reports due J Collaborate with other governmental and private entities in the area to seek regional solutions to solid waste problems such as the handling of organic materials, household hazardous waste, and all other recyclable materials. K. Organize community wide cleanups utilizing the Adopt-A-Spot and Adopt-A-Waterway programs to aid in the reduction and prevention or litter at least bi-annually L., Conduct annual community appearance index, publish results, and implement program improvements based on results. M Will provide the City with an annual written report outlining activities for the previous year N Work with the City's Engineering and Public Works department to provide required data for the completion of MS4 reporting to the State of Texas and to provide required monthly performance metrics for volumes of recyclable and household hazardous waste received by Pearland residents. txmon H City of Pearland And Keep Pearland Beautiful Lease Agreement This Lease Agreement ("Agreement") is made and entered into this 1st day of October, 2021, at Pearland, Brazoria County, Texas, by and between the City of Pearland,.a Home Rule Municipal Corporation (hereinafter called "Landlord") and Keep Pearland Beautiful, A Texas Non-Profit Corporation (hereinafter called "Tenant"), and Landlord and Tenant shall be collectively referred to as"Parties" Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to lease from Landlord the Stella Roberts Recycling Center, (hereinafter known as"Leased Premises" as more fully described on Exhibit "A"), under the following terms and conditions. 1 Leased Premises Landlord shall lease to Tenant the Leased Premises, located at 5800 Magnolia, Pearland,Texas,along with all improvements on said Leased Premises 2. Term and Termination The term of this Agreement shall be from October 1, 2021 until September 30, 2022 ("Term"), unless sooner terminated as provided in this Agreement. The Term, unless either Party exercises its right to terminate this Agreement as provided herein, may automatically be renewed for an additional four(4) —one (1) year period beginning October 1, 2022 and ending September 30, 2026 During the Term of this Agreement, either Party may terminate this Agreement without cause at any time and for any reason by providing the other Party written notice of its intent to terminate on a date certain that is a minimum of one hundred and eighty (180) days after Landlord receives written notice of the other Party's intent to terminate this Agreement ("Termination Notice period") In the event either Party exercises its right to terminate this Agreement, all legal obligations under this Agreement, including, but not limited to, rent, shall and will immediately cease on the effective termination date. The Parties further agree that termination of this Agreement pursuant to the terms stated above shall not be considered a breach of this Agreement. 3. Rent and Other Consideration In consideration for Tenant's use of the Leased Premises, Tenant shall be solely responsible for operating and maintaining the Leased Premises in accordance with the Scope of Services and Performance Measures("Operation Guidelines")attached hereto as Exhibit"B" Tenant's satisfactory implementation of the Operation Guidelines during the Term of this Agreement shall serve as substitute consideration for rent payments to Landlord Additionally, Landlord agrees to allocate to Tenant a monthly payment of Five Thousand Dollars ($5,000)for promotion of recycling activities and environmental education as set forth in the City's contract with Frontier K2, LLC (Frontier Waste Solutions), in accordance with Resolution No R2020-214 passed and approved on October 26, 2020 As further consideration for Tenant's implementation of the Operation Guidelines, Landlord shall pay Tenant 14%of any and all franchise fees paid by Frontier Waste to Landlord ("Franchise Fee Payment") and Tenant shall be allowed to receive all recycling revenues generated from the Leased Premises ("Recycling Revenue"). The Franchise Fee Payment shall be paid to Tenant on a quarterly basis, with each payment occurring within thirty (30) days following the end of each quarter 4 Leased Premises Remodeling No structural alterations shall occur without first being approved by Landlord All structural alterations, additions, or improvements made by Tenant shall become the property of the Landlord at the termination of this Agreement; however, Tenant shall promptly remove, if Landlord so selects, all attentions, additions 1 or improvements and any otl iDroperty placed in or on the Leased -raises by Tenant. Tenant shall repair any damage caused by such removal or reimburse Landlord for such reasonable costs upon proof that such costs were incurred and paid by Landlord Tenant shall have the right at all times to erect or install furniture and fixtures in the Leased Premises. Tenant shall have the right to remove such items at the termination of this Agreement, and fixtures can be removed without structural damage to the Leased Premises Prior to vacating the premises upon termination of this Agreement, Tenant must repair any damage caused by the removal of such fixtures or reimburse Landlord for such reasonable costs upon proof that such costs were incurred and paid by Landlord 5. Utilities and Operational Expenses Utility and related operational expenses shall be the responsibility of Tenant,and such costs shall include,but may not be limited to electric, gas, extermination services, security costs, telephone internet, cable, trash service and janitorial services Tenant shall not be responsible for paying any property insurance costs associated with its use of the.Leased Premises Landlord shall bill tenant on a monthly basis for electric and/or gas service,and payment by Tenant to Landlord for such services shall become due within thirty (30) days of receipt of the invoice Tenant shall be responsible for contracting and securing all other services required for the operation and maintenance of the Leased Premises 6. Use of Leased Premises The Parties agree that Tenant shall use the Leased Premises exclusively for conducting Tenant's business and carrying out the Operational Guidelines. If at any time Tenant ceases to use the Leased Premises and any improvements thereon for such purpose, Landlord may terminate this Agreement by delivering written notice to Tenant and providing no less than thirty (30) days for Tenant to move out of the Leased Premises. Tenant agrees to keep and maintain the Leased Premises in good condition and appearance, and further agree to keep their respective areas in a neat, clean, and respectable condition at all times. Tenant shall be responsible for minor maintenance of the Leased Premises and equipment for items totaling less than $1,000 in value. and Landlord shall be responsible for the maintenance of the Leased Premises and equipment for items that exceed $1,000 in value 7 Limitations of Tenant in Leased Premises Tenant shall not assign or sublet this Agreement or the Leased Premise, in whole or in part,without the prior written consent of Landlord Tenant shall not have the right to encumber the Leased Premises without the prior written consent of Landlord, provided however, this provision shall not prohibit Tenant from encumbering any of its personal property which can be removed from the Leased Premises without injury to the premises.Tenant shall not use,or permit use of, the Leased Premises in any manner that result in waste of the premises or constitutes a nuisance 8. Indemnification and Insurance Tenant agrees to indemnify and hold Landlord, its public officials, the Mayor, all Councilmembers, its staff, trustees, officers, agents, representatives, free and harmless from and against any and all claims, demands, suits,judgments, costs and expenses asserted by any and all persons, by reason of death or injury to persons, or loss or damage to property, resulting from any and all acts of the Tenant, and/or any other person or entity including Tenant's negligent acts arising from or out of Tenant's operation or occupation of the Leased Premises hereunder,orsustained In or upon the Leased Premises,or as a result of anything claimed to be done or admitted to be done Intentionally, negligently or by the gross negligence of Tenant hereunder Tenant shall obtain and maintain continuously in effect at all times during the term hereof, at Tenant's sole expense, comprehensive general liability insurance in the amount of at least one million dollars ($1,000,000) per occurrence for bodily injury and property damage. This insurance shall be an occurrence-type policy written in comprehensive form and shall protect Tenant against liability which may accrue against Tenant by 2 reason of Tenant's wrongful ar negligent conduct incident to the use" 'le Leased Premises or resulting from any accident occurring on or about the Leased Premises, and the certificate of insurance shall name the Landlord as an additional insured Tenant shall furnish Landlord with a certificate of insurance as evidence that all of the policies required herein are in full force and effect and provide the required coverage's and limits of insurance The certificate shall provide that any company issuing an insurance policy shall provide not less than 30-days' advance notice in writing of cancellation, non-renewal or material change in ae policy of insurance. In addition,the Tenant shall immediately provide written notice to Landlord upon receipt of notice of cancellation of an insurance policy, or of a decision to terminate or alter any insurance policy The certificate of insurance shall clearly state that all applicable requirements have been satisfied including certification that the policies are of the "occurrence" type The Tenant shall require its insurance carrier, with respect to all insurance policies, to waive all rights of subrogation against the Landlord and its public officials, the Mayor, all Councilmembers, its staff, its trustees, officers, agents and employees The procurement of such policy of insurance shall not be construed to be a limitation upon Tenant's liability or as a full'performance on its part of the indemnification provisions of this Agreement. Tenant's obligations are notwithstanding said policy of insurance,for the full and total amount of any damage, injury, harm or loss caused by or attributable to Tenant's activities conducted on the Leased Premises Landlord shall obtain and maintain continuously in effect at all times during the Term, property casualty insurance upon the Leased Premises in such amounts as to insure the timely repair and/or replacement thereof in the event of casualty In the event the Leased Premises is damaged by an event of casualty that renders the Leased Premises unusable for a period greater than 6 months, Landlord, in its sole discretion, may exercise its option to terminate this Agreement with the termination becoming effective thirty(30) days following the event of casualty 9 Default, Abandonment of Leased Premises In the event Tenant shall 1) abandon the premises or 2) Tenant shall default in performance of any of"the covenants and conditions required herein and such default continues for a period of thirty (30) days, Landlord shall have the right to terminate this Agreement ("Termination for Default") Landlord shall give the Tenant ninety (90) days written notice ("Default Notice Period") of its intention to terminate the Agreement pursuant to this Section,-and Tenant shall have such ninety (90) days within which to cure such default and thereby avoid termination Failure of Tenant to cure such default within the Default Notice Period shall result in the termination of this Agreement, immediately upon the expiration of the Default Notice Period 10 Surrender of Premises, Abandoned Property The Leased Premises and any permanent improvements and fixtures shall remain the property of Landlord and shall be restored to possession of Landlord in good condition (reasonable wear and tear, Acts of God, or casualties associated with civil disorders or military activities excepted) Tenant agrees to promptly and peacefully deliver possession of the Leased Premises and improvements to Landlord upon termination of this Agreement. All items of personal property, remaining in or on the Leased Premises after the expiration of thirty {30)days following the date of termination of this Agreement shall be deemed abandoned by Tenant and Landlord may dispose of or keep such personal property as desired, and without exposure or risk of liability 11 Notice Any notice sent under this Agreement shall be written and mailed, or sent by or personally delivered to an officer of the receiving party at the following addresses. If to the Landlord Clay Pearson —City Manager City of Pearland 3519 Liberty Drive Pearland, TX 77581 With a copy to Darrin Coker— City Attorney City of Pearland 3519 Liberty Drive Pearland, TX 77581 3 If to the Tenant: - Adrian Hernandez— Executive Director Keep Pearland Beautiful 5800 Magnolia Parkway Pearland, TX 77584 Each party may change its address by written notice in accordance with this Section Any communication addressed and mailed in accordance with this Section shall be deemed to be given when so mailed, any notice so sent by rapid transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, an authorized officer of the Tenant or the Landlord, as the case may be 12. Choice of Law; Venue This Agreement is a contract made under and shall be construed in accordance with and governed by the laws.of the United States of America and the State of Texas, and any actions concerning this Agreement shall be brought in the Texas State District Courts of Brazoria County 13. Entire Agreement This written agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties 41 EXECUTED this 2v day of Q l 2i KEEP PEARLAND BEAUTIFUL Adri n ive D. or CITY OF PEARLAND, TEXAS CI Pear , ity Manager 4