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R2023-088 2023-05-08RESOLUTION NO. R2023-88 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into a Reimbursement Agreement between the City and the Pearland Economic Development Corporation; and authorizing an Addendum to the Development Agreement with Sullivan Brothers Builders LTD. and an Amendment to the related Reimbursement Agreement with the Pearland Economic Development Corporation, in the amount of $109,900.00, associated with the construction and funding streetscape improvements to serve portions of the Pearland Old Townsite. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Amended Reimbursement Agreement by and between the City of Pearland and the Pearland Economic Development Corporation, 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 Addendum to a Development Agreement, a copy of which is attached hereto as Exhibit “B” and made a part hereof for all purposes. PASSED, APPROVED and ADOPTED this the 8th day of May, A.D., 2023. ________________________________ J. KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MCC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: 6F704F1B-E404-40D7-BE92-58353B87BDF9 2"d Addendum to Development Agreement between City of Pearland and Sullivan Brothers Ltd. This Addendum is entered into this g day of ,2023, by and between the City of Pearland (hereinafter "City"), and Sullivan Br hers Builders Ltd. (hereinafter "Developer") as part of that certain Development Agreement and 1st Addendum to the Development (the "Agreements") between the City and Developer, attached hereto as Exhibit"A." 1. Capitalized Terms. Capitahzed terms used herein but not defined shall have the meaning set forth in the Agreement 2. Amended Terms The City and Developer hereby agree to the following terms with respect to the Agreement. a Reimbursements - City shall reimburse Developer for the Public Infrastructure Improvements Costs (hereinafter"Developer Reimbursement"),which are estimated to be $4,544,700 (hereinafter "City Share") as itemized on Exhibit "B" Costs exceeding the estimated City Share may require additional City Council approval Subject to Section A 4 of Article IV of the Agreement,Developer shall monthly,on dates agreed upon by the City and Developer, submit to City, the invoices submitted to Developer by the engineers and contractors selected to manage and construct the Developer's Public Infrastructure Improvements Developer and the engineer of record for the Project shall,prior to submitting any invoice covered by this Agreement,review and approve the invoice for payment of eligible costs Developer shall monthly, on dates agreed upon by the City and Developer, submit to City, an invoice for Developer's costs for project management of the Public Infrastructure Improvements, including detailed time sheets and hourly rates Upon approval by City, the City shall make each reimbursement payment to Developer within thirty(30)days of submittal. Except that Developer shall not be eligible to submit a request for any portion of the Developer Reimbursement until a written Notice to Proceed has been issued for the portion(s) of the Public Infrastructure Improvements that include City funding 3.Agreement to Remain in Force. Other than the provisions of the Agreement expressly amended herein, the Agreement shall remain in full force and its enforceability shall be unaffected by this Amendment [Signature pages follow] i IN WITNESS WHEREOF, the parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written CITY. CITY OF PEARLAND, TEXAS, a home rule municipality Trent Epper Interim City Manager A 1'1'hST , / , ''''''' Fr ices Aguilar ,� �� City Secretary _ ,= m APPROVED AS TO FORM. ..•`" (4Dia--1 /4( 9" Damn M Coker City Attorney SULLIVAN BROTHE S BUILDERS LTD Byc_••••••7'i Title 2 STATE OF TEXAS COUNTY OF BRAZORIA § BEFORE ME, the undersigned Notary Public, on this day personally appeared Trent Epperson,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 N UNDER MY HAND AND SEAL OF OFFICE THIS q DAY OF ,A D,2023 N TARP htBLIC I AND FOR THE •^P,•"P;; JENNIFER SITYIAN CAD 41 ' 9 ATE OF TEXAS 4 • C -A Notary Public,State of Texas o 1. \ My Commission Expires 0e SKI 0l/1 ,._..,a= December 17,2024 Printed Name.�C,91n 1 1 -i W� 0--ad-r/th6 ,•`'' NOTARY ID 1166200-6 My Commission Expiresl l I1berv2-4 3 STATE OF TEXAS § COUNTY OF GALVESTON § EF the undersigned Notary Public, on this day personally appeared Jon fl i da t, 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 D5 DAY OF ,AD,2023 • ARY UBLIC IN AND FOR HE ATE O TEXAS Printed Name. � I'Yl e My Commission Expires 3 JONI JANE SCIi1RMER Notary ID k128035151 4.' My Commission Expires ay September 9,2025 4 Exhibit A Development Agreement 5 DEVELOPMENT AGREEMENT This Agreement is entered this A; day of J v(j ,2021,by and between the City of Pearland (hereinafter"City"),and Sullivan Brothers Builders Ltd.(hereinafter"Developer"), WHEREAS, Developer is working to obtain an ownership interest in certain properties totaling approximately 5 6 acres located generally in the southeast quadrant of the Pearland Old Townsite(hereinafter"Developer's Property");and WHEREAS,Developer plans to develop and construct a Residential Project as part of the Pearland Old Townsite Mixed-Use Area (hereinafter "Project"), consisting of 52 single family homes as shown on the site plan attached hereto as Exhibit"B"(hereinafter"Old Townsite Row Houses &Bungalows Planned Unit Development")as may be amended from time to time,and WHEREAS,the City desires to cooperate with Developer by providing funding for certain public infrastructure to serve portions of the Old Townsite and allow Developer to develop Old Townsite into a high-quality Mixed-Use Area that will expand the City's tax base;and WHEREAS, the City desires to participate and share in the funding of certain public infrastructure to serve portions of the Old Townsite and the Property as itemized and shown on Exhibits"C" attached hereto(collectively"Public Infrastructure Improvements");and WHEREAS,the City desires to provide funding for water infrastructure to serve the Old Townsite and the Property as shown on Exhibits "D" attached hereto (hereinafter "Water Improvements");and WHEREAS,the City desires to provide funding for sewer infrastructure to serve the Old Townsite and the Property as shown on Exhibits "E" attached hereto (hereinafter "Sewer Improvements");and WHEREAS,the City desires to provide funding for storm drainage infrastructure to serve the Old Townsite and the Property as generally shown on Exhibits "F" attached hereto (hereinafter"Storm Drainage Improvements");and WHEREAS, the City and Developer desire to provide funding for streetscape improvements (road overlay, curb and gutters,trees and lighting) to serve the Old Townsite and the Property as generally shown on Exhibits "G" attached hereto (hereinafter "Streetscape Improvements");and WHEREAS,the Developer desires to provide funding for alleyway infrastructure to serve the Property and shown on Exhibits "H" attached hereto (hereinafter "Alleyway Improvements"); and WHEREAS, the City recognizes the economic benefits the Project and the Public Infrastructure Improvements will bring to the City, and that the Public Infrastructure 1 Improvements, in accordance with Section 501.103 of the Texas Local Government Code, are necessary to promote or develop new or expanded business enterprises in the Old Townsite;and WHEREAS,the City will contract separately with the Pearland Economic Development Corporation to receive reimbursements of the City's funding for the Public Infrastructure Improvements;and WHEREAS, the City has determined and hereby finds that the reimbursements promote economic development and,as such,meet the requirements of the Texas Local Government Code and,further,are in the best interests of the City and Developer;and WHEREAS, the City desires to cooperate with Developer to facilitate the orderly development of the Project. 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. ARTICLE I INCORPORATION OF RECITALS Recitals Incorporated.The representations, covenants, and recitations set forth in this Agreement are material to this Agreement and are hereby found and agreed to be true and correct and are incorporated into and made part here of as though they were fully set forth in this article ARTICLE II COOPERATION Action of the Parties. The Parties agree to take such actions, including the execution and delivery of such documents and instruments as may be necessary or appropriate to carry out the terms and intent of this Agreement. ARTICLE III EFFECTIVENESS OF AGREEMENT This agreement shall become effective from and after its approval and execution by both Parties. 2 ARTICLE IV RESPONSIBILITIES OF THE PARTIES A. Public Infrastructure Assistance. 1 Bid Requirements- Developer shall cause the Public Infrastructure Improvements that include City funding, as shown on Exhibits C, D, E, F, and G, to be designed, constructed and maintained in accordance with applicable City and Brazoria Drainage District No 4 standards. The City Engineer shall approve the professional service contracts for design related services Upon approval of the plans and specifications of the Public Infrastructure Improvements by the City Engineer, Developer's engineers shall obtain competitive line item bids in accordance with Local Government Code Chapter 252(the"Act")for the construction of the Public Infrastructure Improvements. The bid tab information for construction of the Public Infrastructure Improvements, and selection of a contractor(s), shall be subject to the review and approval by City Engineer to confirm compliance with the Act. Developer shall cause the City to be named as an additional obligee under the performance bond obtained by Developer to secure the construction of the Public Infrastructure Improvements. 2. Construction-Within eighteen(18)months following the execution of this Agreement by all parties, and provided that Developer's plans are approved and infrastructure permits issued by the City on a timely basis, Developer shall commence construction of the Public Infrastructure Improvements.Commencement of the Public Infrastructure Improvements shall be demonstrated by City's issuance of an infrastructure permit for the Public Infrastructure Improvements and the issuance of a Notice to Proceed with construction of the Public Infrastructure Improvements issued by Developer to the contractor Developer shall complete construction of all Public Infrastructure Improvements and obtain City's final acceptance of the Improvements,which shall not be unreasonably withheld,conditioned or delayed,within thirty(30)months following the execution of this Agreement by all parties (hereinafter "Developer's Public Infrastructure Obligation"). 3. Reimbursements- City shall reimburse Developer for the Public Infrastructure Improvements Costs(hereinafter"Developer Reimbursement"),which are estimated to be $2,874,100 (hereinafter "City Share") as itemized on Exhibit "C" Costs exceeding the estimated City Share may require additional City Council approval. Subject to Section A.4 of this Article,Developer shall monthly,on dates agreed upon by the City and Developer,submit to City,the invoices submitted to Developer by the engineers and contractors selected to manage and construct the Developer's Public Infrastructure Improvements. Developer and the engineer of record for the Project shall,prior to submitting any invoice covered by this Agreement,review and approve the invoice for payment of eligible costs. Developer shall monthly, on dates agreed upon by the City and Developer, submit to City, an invoice for Developer's costs for 3 project management of the Public Infrastructure Improvements,including detailed time sheets and hourly rates. Upon approval by City, the City shall make each reimbursement payment to Developer within thirty(30)days of submittal.Except that Developer shall not be eligible to submit a request for any portion of the Developer Reimbursement until a written Notice to Proceed has been issued for the portion(s) of the Public Infrastructure Improvements that include City funding 4. City Retainage- That parties acknowledge and agree that Developer's Construction Obligations,contained Section B of this Article, serves as partial consideration for the City's willingness and desire to participate and contribute funding toward the construction of certain Public Infrastructure Improvements to serve the Old Townsite. As such,prior to making each reimbursement payment to Developer,City shall retain an amount equal to fifteen percent (15%) of the City's participating share of each approved reimbursement payment ("City Retainage") to ensure that Developer's Construction Obligations,as defined in Article IV B of this Agreement,are completed in accordance with the terms of this Agreement. 5. Release of City Retainage- The City Retainage shall be released to Developer in accordance with the following schedule' a Within thirty (30) days following certification of Developer's fulfillment of Developer's Initial Construction Obligation (four (4) single family homes), thirty three percent(33%)of the City Retainage shall be released to Developer. b Within thirty(30)days following certification of Developer's fulfillment of the first ten (10) single family homes comprising Developer's Additional Construction Obligation,thirty three percent(33%)of the City Retainage shall be released to Developer. c Within thirty(30)days following certification of Developer's fulfillment of the final ten (10) single family homes comprising Developer's Additional Construction Obligation, the remaining thirty three percent(33%) of the City Retainage shall be released to Developer. B Developer's Construction Obligations Within 180 days of the City's approval of the final plat by the Planning and Zoning Commission, Developer shall commence construction on four (4) single family homes (Bungalow Series- Ashland; and Southern Creole Row House-Ashland and Tulane)as depicted in exhibits D-1 and D-2 of Exhibit "B" (hereinafter, "Initial Construction Obligation"). Within four (4) years following the City's approval of the final plat by the Planning and Zoning Commission, the Developer shall construct and obtain Certificates of Occupancy for a minimum twenty (20) additional single family homes ("Additional Construction Obligation") as shown on Exhibit "B." The Initial Construction Obligation and the Additional Construction Obligation shall be collectively referred to as the"Construction Obligations."All construction shall be in accordance 4 with the approved Ordinance 2000M-21 1 as may be amended from time to time. C. Platting Prior to the construction of any improvements on the Property, Developer shall submit a preliminary plat for the Property in accordance with City's platting requirements. Developer shall submit a final plat to City within sixty (60)days following City approval and acceptance of the Public Infrastructure Improvements. Alternatively,Developer may provide security in accordance with the City's Unified Development Code and record the final plat after approval of the infrastructure plans and prior to the City's acceptance of the Public Infrastructure Improvements. ARTICLE V TERM The initial term of this Agreement shall be for a period of seven(7)years,commencing on the 2(0 day of Jul , 2021, and terminating on the 2(' day of J tJ , 202.$ however,that this Agreement shall be automatically renewed in one(1)month increrdents until all of the obligations of the Parties hereunder have been fully discharged or specifically waived in writing by the beneficiary thereof. ARTICLE VI AUTHORITY COVENANTS Powers. (a) The City hereby represents and warrants to Developer that it has full constitutional and lawful right,power and authority, under currently applicable law,to execute and deliver and perform the terms and obligations of this Agreement,and all of the foregoing have been or will be duly and validly authorized and approved by all necessary City proceedings,findings and actions. (b) Developer hereby represents and warrants to the City that it has full lawful right, power and authority to execute and deliver and perform the terms and obligations of this Agreement and all of the foregoing have been or will be duly and validly authorized and approved by Developer's authorized representative. ARTICLE VII GENERAL PROVISIONS 7 1 Time of the essence. Time is of the essence of this Agreement. The Parties will make every reasonable effort to expedite the subject matter hereof and acknowledge that the 5 successful performance of this Agreement requires their continued cooperation. 7.2 Default. (a) A party shall be deemed in default under this Agreement(which shall be deemed a breach hereunder) if such party fails to materially perform, observe or comply with any of its covenants, agreements or obligations hereunder or breaches or violates any of its representations contained in this Agreement. (b) In the event that Developer breaches any of the terms or conditions of this Agreement,then this Agreement shall be in default In the event of a default under this agreement, the City and shall give Developer written notice of such default, which notice shall be delivered by personal delivery or certified mail. In the event Developer fails to cure a default within sixty (60) days of receiving notice of a default, City reserves all legal remedies for the recapture and collection of any amounts paid to Developer pursuant to this Agreement, as well as all costs and expenses incurred in the recapture and collection of same, including without limitation,attorneys' fees, and other costs and expenses. Notwithstanding the provisions set forth herein, this Agreement may be terminated at any time after the execution hereof by written agreement of both parties. (c) Notwithstanding anything in this Agreement which is or may appear to be to the contrary,if the performance of any covenant or obligation to be performed hereunder by any Party is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances may include,without limitation,acts of God,war,acts of civil disobedience, fire or other casualty,adverse weather conditions[such as,by way of illustration and not limitation, hurricanes or tomados] labor action,strikes or similar acts, the time for such performances shall be extended by the amount of time of such delay. The Party claiming delay of performance as a result of any of the foregoing "force majeure" events shall deliver written notice of the commencement of any such delay resulting from such"force majeure"event not later than seven days after the claiming Party becomes aware of the same,and if the claiming Party fails to so notify the other Party of the occurrence of a"force majeure"event causing such delay,the claiming Party shall not be entitled to avail itself of the provisions for the extension of performance contained in this Section. 7 3 Notices. Any notice send under this Agreement (except as otherwise expressly required) 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 City: Clay Pearson,City Manager City of Pearland 3519 Liberty Drive Pearland,TX 77581 With a copy to: Darrm Coker-City Attorney 6 City of Pearland 3519 Liberty Drive Pearland,TX 77581 If to Developer Scott Burrer—Managing Director Sullivan Brothers Builders P O Box 17017 Galveston,TX 77552 With a copy to. Scott Mixon—General Counsel P.O. Box 17017 Galveston,Texas 77552 Telephone.409.502.7546 Email smixon@sullbros.com 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 facsimile 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 City or Developer,as the case may be. 7.5 Amendments and waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is executed by the City and Developer. No course of dealing on the part of the City or Developer nor any failure or delay by the City or Developer with respect to exercising any right,power or privilege pursuant to this Agreement shall operate as a waiver thereof,except as otherwise provided in this Section. 7.6 Invalidity. In the event that any of the provisions contained in the Agreement shall be held unenforceable in any respect, such unenforceability shall not affect any other provisions of the Agreement and, to that end, all provisions, covenants, agreements or portions of the Agreement are declared to be servable. 7 7 Successor and assigns. Subject to City approval, which shall not be unreasonably withheld, Developer shall have the right to assign its rights and obligations under this Agreement or any interest herein. This Agreement shall be filed in the Real Property Records of Brazoria County, Texas and shall be binding on and shall inure for the benefit of all parties and their successors and assigns. 7.8 Exhibits, titles of articles, sections and subsections The exhibits attached to this Agreement are incorporated herein and shall be considered a part of the Agreement for the purpose stated herein,except that in the event of any conflict between any of the provisions of such exhibits 7 and the provisions of the Agreement,the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the parties and shall not be construed to have any effect or meaning as to the agreement between the parties hereto. Any reference herein to a section or subsection shall be considered a reference to such section or subsection of the Agreement unless otherwise stated Any reference herein to an exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. 7.9 Applicable law. 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. 7.10 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. 7.1 I Approval by the parties Whenever the Agreement requires or permits approval or consent to be hereafter given by any of the parties,the parties agree that such approval or consent shall not be reasonably withheld or delayed. 7 12 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute by one and the same agreement. 7.13 Interpretation. This Agreement has been jointly negotiated by the parties and shall not be construed against a party because that Party may have primarily assumed responsibility for the drafting of this Agreement. [Signature pages follow] 8 IN WITNESS WHEREOF,the parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above wi itten CITY: CITY OF PEARLAND, TEXAS, a home rule municipalit Clay`I2 arla1vd tq 1: !r.'` City Manager i Secretary APPROVED AS TO FORM Darrin M Coker City Attorney DEVELOPER: SULLIVAN TH- S BUILDERS LTD By. ,A Title e/ ' 9 • STATE OF TEXAS § COUNTY OF PCGROn CA § BEFORE ME, the undersigned Notary Public, on this day personally appeared Clay Pearson,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 IC DAY OF rLA S ,A.D.,2021. NOTARY PUBLIC IN AND FOR THE STATE OF TEXAS /._�ir�e�\ RENEE KR0;5 mNyoNotary lD+:t320a2519 �Q (^y':". My Com issior Expires Printed Name: (�-en-e-e Koss ��0`<< June 6,2023 My Commission Expires:JLL -C co, 2•023 10 STATE OP TEXAS COUNTY OF�q hjp5-rolv 4 J. --- B11OIM, ME, the undersigned N t y Public, on this day personally appeared jn t vI//Var.) , / of Sullivan Brothers Builders Ltd,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 on behalf of said entity for the purposes and consideration therein expressed. OVEN UNDER MY HAND AND SEAL OF OFFICE THIS a: 3 DAY OF :it)/ 1 ,AD ,2021. / A Y PUBL IN A FOR THE TE OF TEX S SellPrinted Name:J coI `'( ,, . Y!e r- My Commission Expires: ()O/JQ9„D. . OYPVe� JONI JANE SCHIRMER _ay9, Gnu Notary Public,State of Texas �3� `1 Comm Expires 09-09 2021 ''4f Et%N Notary ID 128035151 11 EXHIBIT LIST A. Developer's Property B. Old Townsite Row Houses&Bungalows Planned Unit Development C. Public Infrastructure Improvements D. Water Improvements E. Sewer Improvements F. Storm Drainage Improvements G. Streetscape Improvements H Alleyway Improvements 12 Exhibit A Developer's Property 13 Exhibit A .�.�,; .. �x . t _ r'' S c Single Family - �' Residential Yield - htt. -' I r X - 7` '!-• ' •_ g '• .. 25,us inm'sis A •i i I I 1 ,� J_..L'.1' laI- TOTAL AS Lea -tan,11..., Tf.l t_; r' f ti i...fo� - . �- i `? ;„,I:,,-:.,41.....;::,. "It ill:,,..,,,.. ,,,r_, _or—,..„_.4,......„_,,;,.,......,-/--.n,..7—,.......;_: ,:„.,...„,......„.„ ..s.,„ ,.. fm-H. . ,:t. .,.. ...i. , .,,,. , ..„,, „--A4....-p-,-,7,. ,,,,.,_ ,,_ i ,... . . , ____........ ,:. .„ ., .._ .,..,_ , , if___ _.._ ,„. i .. , , . .-I- 2. , : ' s7-1P !: I 1 + a • ' I , yr + . r ;-- na Tt 4, iagil 41'1, �!A oe,-.�� - raa1., Prepared for �I SULLIVAN ,IF I3 ' w �t `` 1 r " °D _ BROTHERS M ,�, y 35�; ,...ej� •e' joimirooggligi i r�i '31 f �i BUILDERS `r4 r.{,t ,..-:f:Ir' 3i I •• ti _. . rttatit�l rii". _ Reference Date-04.26 202' a +,� .... r 1 I A . s 1 r+ f ," ' ^ +ice t • r , t,'if r� `S� + ' ' �+. f r , rr I ', �' I _;.•' ire 4 . i \' .. ehd b--T' ,,,,' ,�S_) _. ---'- ,. Planning & e ` • .. i fin" ,t_,+� Landscape Architecture _..♦ V'.! ^',i ,-1 may: Lend u,e,fea+Elry,m4u TT K .. i:. .p ` r`�j• kg." L ' *r ' 'f9 4,t.i • , i 1, , ., tem.,.0 fDery to Land.").Aida ttttttt t D i ,aira� I�, LJA Engineering,Inc. r Ilk y f 4F y _ f t i. ww..w-....NO WM.i.»eN ww e« Schematic Plan Study for North PEARLA.ND OLD TOWNSITE TRACTS t6 Acres of Land ria,.M1 Peadand,Texas _..„....� Exhibit B Old Townsite Row Houses& Bungalows Planned Unit Development 14 Exhibit B•PUD Ordinance 2000M-211 Old Town Site Sullivan Brothers Row Houses & Bungalows Planned Unit Development SULLIVAN BROTHERS BUTDLERS ..aatic- it '‘' - '' * Ni 1 i ii. ' a . ...mil i 7. ':%, ,' ; �ii ! 1111411 : i .* ' . - . 1 t 11 114 ,! 'P{�1 , a lilii ® Us.J...,,, i Exhibit C Public Infrastructure Improvements 15 Exhibit C Old Townsite Southeast Quadrant Public Infrastructure Improvements Cost Shanng Summary Total Estimate Developer City Investment Infrastructure Investment Component Public Infrastructure Water $454,200 $0 $454,200 Sanitary $204,000 $0 $204,000 Drainage $813,800 $0 $813,800 WSD Engr(18%)& Contingency (10%) $438,700 $0 $438,700 WSD Project Mgmt Fee $158,024 $0 $158,024 Alleyways $208,500 $208,500 $0 Alleyways Engr& Contingency $62,200 $62,200 $0 Streetscaping.on-street $367,100 $0 $367,100 parking,lighting Streetscapmg Engr& $109,300 $0 $109,300 Contingency Streetscaping Project Mgmt Fee $46,976 $0 $46,976 Overlay Existing Streets $282,000 $0 $282,000 Total Cost inlcuding only Public Infrastructure TOTAL $3,144,800 $270,700 $2,874,100 Cost Per Lot- 52 $60,477 $5,206 $55,271 Cost Per Lot-65 $48,382 $4,165 $44,217 7/23/2021 UA Engineering,Inc PRELIMINARY ENGINEER'S ESTIMATE FOR. OLD DOWNTOWN PEARLAND TRACT WS&D,PAVING,DRAINAGE AND DETENTION 65 LOTS SULLIVAN BROTHERS CITY OF PEARLAND,TX ESTIMATE BY. EJD ESTIMATE DATE• 7/22/2021 LJA JOB NO. SEL UNIT TOTAL ITEM DESCRIPTION UNIT QTY COST COST WATER DISTRIBUTION I 8"PVC WATER PIPE,C-900 DR 18,ALL DEPTHS LF 3,510 S 48.00 S 168,480 2 BORE 8"PVC WATER PIPE UNDERNEATH SOUTH HOUSTON, LF 300 115 00 34,500 SOUTH GRAND,AND PARK AVENUE 3 BORE 8"PVC WATER PIPE UNDERNEATH SOUTH HOUSTON LF 200 115.00 23,000 DRIVEWAYS 4 REMOVAL AND REPLACEMENT OF EXISTING ASPHALT LS I 10,000 00 10,000 PARKING LOT ON PEAR STREET FOR INSTALLATION OF 5 REMOVAL AND REPLACEMENT OF EXISTING SIDEWALK LF 1,260 30.00 37,800 ALONG HOUSTON AVENUE 6 REMOVAL AND REPLACEMENT OF EXISTING PARKING LOT LS 1 30,000.00 30,000 ALONG PARK AVENUE FOR REMOVAL OF EXISTING WATERLINE AND INSTALLATION OF PROPOSED WATERLINE 7 FIRE HYDRANT,ALL DEPTHS EA 8 5,000.00 40,000 8 8"GATE VALVE&BOX EA 10 900.00 9,000 9 TRENCH SAFETY SYSTEM,ALL DEPTHS LF 3,010 100 3,010 10 SHORT SIDE LEAD EA 30 1,080.00 32,400 II LONG SIDE LEADS EA 14 1,600.00 22,400 12 UTILITY SPOILS CY 575 2.50 1,438 13 CAST IRON FITTINGS TON 2 1,000.00 2,000 14 CENTERPOINT BRACING LS 1 30,000.00 30,000 15 TS&V FOR CONNECTION OF PROPOSED LARGER EA 2 5,100.00 10,200 WATERLINE TO EXISTING TRUNKLINE SUBTOTAL WATER DISTRIBUTION ITEMS S 454,200 CONTINGENCIES(10%) S 45,400 ENGINEERING AND TESTING(18%) S 89,900 PROJECT MANAGEMENT FEE S 46,556 TOTAL CONSTRUCTION AMOUNT S 636,056 W\IANDD2663\3001 Downtown PeartandWOst Estlmate\Downtown Pearland Tract Prelim EE-Sullivan Brothels 7.22.2021-Individual Breakout UA Engineering,Inc PRELIMINARY ENGINEER'S ESTIMATE FOR: OLD DOWNTOWN PEARLAND TRACT WS&D,PAVING,DRAINAGE AND DETENTION 65 LOTS SULLIVAN BROTHERS CITY OF PEARLAND,TX ESTIMATE BY. EJD ESTIMATE DATE: 7/22/202I LJA JOB NO. SEL UNIT TOTAL ITEM DESCRIPTION UNIT QTY COST COST SANITARY SEWER I 8"PVC SEWER PIPE(0'-12'DEPTH),ASTM D-3034,SDR 26,TO LF 850 $ 75.00 $ 63,750 INCLUDE BEDDING 2 STANDARD SAN SEW MH FOR 6"-24"SAN SEWER PIPES, EA 5 7,400.00 37,000 (ALL DEPTHS) 3 STANDARD SAN SEW MH BUILT ON TOP OF EXISTING EA 1 7,600.00 7,600 SANITARY SEWER LINE 4 CORE PROPOSED SANITARY SEWER INTO EXISTING EA 1 1,000.00 1,000 SANITARY MANHOLE 5 DEWATERING LF 200 25.00 5,000 6 BEDDING FOR WET SAND LF 200 15.00 3,000 7 EXTRA CEMENT STABILIZED SAND CY 50 20.00 1,000 8 TRENCH SAFETY SYSTEM,ALL DEPTHS EA 850 100 850 9 SHORT SIDE LEADS EA 36 2,200.00 79,200 10 UTILITY SPOILS CY 185 2.50 463 11 EXTRA DEPTH SSWR MN VF 30.0 100.00 3,000 12 TV TESTING OF SANITARY SEWER LINES LF 850 2.50 2,125 SUBTOTAL SANITARY SEWER S 204,000 CONTINGENCIES(10%) S 20,400 ENGINEERING AND TESTING(18%) S 40,400 PROJECT MANAGEMENT FEE S 20,910 TOTAL CONSTRUCTION AMOUNT S 285,710 wAt ND\2663\3001 Downtown Pearland\Cost Estlmate\Downtown Peadand Tract Prelim SE Sullivan Brothers 7.22.2021-Individual Breakout UA Engineering,Inc. PRELIMINARY ENGINEER'S ESTIMATE FOR: OLD DOWNTOWN PEARLAND TRACT WS&D,PAVING,DRAINAGE AND DETENTION 65 LOTS SULLIVAN BROTHERS CITY OF PEARLAND,TX ESTIMATE BY. EJD ESTIMATE DATE: 722/2021 LJA JOB NO. SEL UNIT TOTAL ITEM DESCRIPTION UNIT QTY COST COST DRAINAGE SYSTEM 1 18"RCP STM SWR,ALL CUTS LF 330 $ 80.00 $ 26,400 2 60"RCP STM SWR,ALL CUTS LF 410 330.00 135,300 3 2'X3'RCB STM SWR,ALL CUTS LF 1,500 150.00 225,000 4 5'X4'RCB STM SWR,ALL CUTS LF 400 500.00 200,000 5 REMOVAL AND DISPOSAL OF EXISTING 24"RCP STM LF 150 20.00 3,000 ALONG EAST PEAR STREET WITH 5'X4'RCB STM SWR 6 BORE PROPOSED 5'X4'STORM SEWER UNDER PEAR STREET LF 50 400.00 20,000 7 BORE PROPOSED 2'X3'STORM SEWER UNDER HOUSTON ST LF 180 300.00 54,000 AND GRAND BOULEVARD 8 REMOVAL AND DISPOSAL OF EXISTING SET AND EA 3 5,000.00 15,000 CONNECTION OF PROPOSED BOXES TO EXISTING STORM SEWER 9 REMOVAL AND DISPOSAL AND REPLACEMENT OF EXISTING EA 1 5,000.00 5,000 GRATE INLET WITH LARGER GRATE INLET FOR 5•X4'STORM 10 REMOVAL AND DISPOSAL OF EXISTING 24"RCP STM LF 300 20.00 6,000 ALONG WALNUT STREET WITH 2'X3'RCB STM SWR. 11 TRAFFIC CONTROL LS I 10,000.00 10,000 12 STAGE I-STANDARD(C)PRECAST INLET EA 1 2,450.00 2,450 13 STAGE I I-STANDARD(C)PRECAST INLET EA 1 2,450.00 2,450 14 JUNCTION BOX WITH INLET TOP EA 8 7,500.00 60,000 15 JUNCTION BOX WITH TYPE C MANHOLE TOP EA I 7,000.00 7,000 16 TRENCH SAFETY SYSTEMS,ALL DEPTHS LF 2,640 1.00 2,640 17 DEWATERING LF 400 25.00 10,000 18 BEDDING FOR WET SAND LF 400 15.00 6,000 19 STORM WATER POLLUTION PREVENTION COMPLIANCE LS 1 950.00 950 20 STABILIZED CONSTRUCTION EXIT EA 1 1,650.00 1,650 21 FILTER FABRIC FENCE LF 4,000 100 4,000 22 RIENFORCED FILTER FABRIC FENCE LF 4,000 1.25 5,000 23 HYDRO-MULCHING SEEDING AND FINE GRADING AC 2.0 1,200.00 2,400 24 BROADCAST SEEDING,FERT,AND WATERING AC 7.0 600.00 4,200 25 STAGE II INLET PROTECTION BARRIERS EA 10 60.00 600 26 UTILITY SPOILS CY 1,200 1.50 1,800 27 EXTRA CEMENT STABILIZED SAND CY 100 20.00 2,000 28 CONCRETE WASHOUT PIT EA I 1,000.00 1,000 SUBTOTAL DRAINAGE SYSTEM S 813,800 CONTINGENCIES(10%) $ 81,400 ENGINEERING AND TESTING(18%) $ 161,100 PROJECT MANAGEMENT FEE $ 90,558 TOTAL CONSTRUCTION AMOUNT $ 1,146,858 W:WWD\2663\SODS Downtown Peartand\Cost Estimate\Downtown Peadand Tract Prelim EE-Sullivan Brothers 7.22.2021-Indhddual Breakout UA Engineering,Inc. PRELIMINARY ENGINEER'S ESTIMATE FOR: OLD DOWNTOWN PEARLAND TRACT WS&D,PAVING,DRAINAGE AND DETENTION 65 LOTS SULLIVAN BROTHERS ESTIMATE BY: CITY OF PEARLAND,TX EJD ESTIMATE DATE: 7/22/2021 LJA JOB NO. SEL UNIT TOTAL ITEM DESCRIPTION UNITS QTY COST COST ALLEYWAY ITEMS 1 ALLEYWAYS-6"PAVEMENT WITH CURB SY 2,350 $ 50 00 $ 117,500 2 8"LIME STABILIZED SUB-GRADE SY 2,800 4.50 12,600 3 HYDRATED LIME FOR 8"STABILIZED SUBGRADE @ TON 97 200.00 19,400 53#/SY 4 PERMANENT TRAFFIC CONTROL DEVICES LS 1 600 00 600 5 PERMANENT TRAFFIC CONTROL SIGNS EA 6 750 00 4,500 6 2'SAW CUT INTO EXISTING PAVEMENT AND LF 200 35.00 7,000 ATTACHED PROPOSED PAVEMENT TO EXISTING PAVEMENT 7 COMPLETE LOT GRADING LS 1 10,000.00 10,000 8 ROADWAY AND LOT EXCAVATION CY 910 17.50 15,925 9 ROADWAY,ROW,LOTS AND RESERVES FILL CY 910 17.50 15,925 10 CLEARING AND GRUBBING LS 1 5,000 00 5,000 SUBTOTAL ALLEYWAY ITEMS $ 208,500 CONTINGENCIES(10%) $ 20,900 ENGINEERING AND TESTING(18%) $ 41,300 TOTAL CONSTRUCTION AMOUNT $ 270,700 W\l.AND\2663\3001 Downtown Pearland\Cost Estimate\Downtown Pearland Tract Prelim EE-Sullivan Brothers 7.22.2021-Individual Breakout UA Engineering,Inc. PRELIMINARY ENGINEER'S ESTIMATE FOR: OLD DOWNTOWN PEARLAND TRACT WS&D,PAVING,DRAINAGE AND DETENTION 65 LOTS SULLIVAN BROTHERS ESTIMATE BY: CITY OF PEARLAND,TX EJD ESTIMATE DATE: 7/22/2021 LJA JOB NO. SEL UNIT TOTAL ITEM DESCRIPTION UNITS QTY COST COST STREETSCAPE ITEMS I PARALLEL PARKING-2"HMAC PAVEMENT WITH 8" SY 2,030 $ 50 00 $ 101,500 BASE AND 8"STABILIZED SUB-GRADE 2 PARALLEL PARKING-6"PAVEMENT WITH CURB SY 870 50 00 43,500 (GALVESTON AVENUE) 3 8"LIME STABILIZED SUB-GRADE SY 2,100 4.50 9,450 4 HYDRATED LIME FOR 8"STABILIZED SUBGRADE @ TON 79 200 00 15,800 53#/SY 5 PERMANENT TRAFFIC CONTROL DEVICES LS 1 600.00 600 6 2'SAW CUT INTO EXISTING PAVEMENT AND LF 1,800 35.00 63,000 ATTACHED PROPOSED PAVEMENT TO EXISTING PAVEMENT 7 ROADWAY AND LOT EXCAVATION CY 2,300 10.00 23,000 8 ROADWAY,ROW,LOTS AND RESERVES FILL CY 2,300 10.00 23,000 9 WHEELCHAIR RAMPS EA 8 1,800.00 14,400 10 4'SIDEWALK(150 LF) SF 600 15.00 9,000 SUBTOTAL STREETSCAPE ITEMS $ 303,300 CONTINGENCIES(10%) $ 30,300 ENGINEERING AND TESTING(18%) $ 60,000 PROJECT MANAGEMENT FEE $ 46,976 TOTAL CONSTRUCTION AMOUNT $ 440,576 W\LAND\2663\3001 Downtown Pearland\Cost Estimate\Downtown Pearland Tract Prelim EE-Sullivan Brothers 7 22.2021-Individual Breakout UA Engineering,Inc. PRELIMINARY ENGINEER'S ESTIMATE FOR: OLD DOWNTOWN PEARLAND TRACT WS&D,PAVING,DRAINAGE AND DETENTION 65 LOTS SULLIVAN BROTHERS ESTIMATE BY: CITY OF PEARLAND,TX EJD ESTIMATE DATE: 7/22/2021 WA JOB NO. SEL UNIT TOTAL ITEM DESCRIPTION UNITS QTY COST COST ELECTRICAL ITEMS 1 2"LIGHT CONDUIT INCLUDING PULL BOXES LF 2,300 $ 16.00 $ 36,800 2 CENTERPOINT AGREEMENT FEES LS 1 27,000.00 27,000 SUBTOTAL ELECTRICAL ITEMS $ 63,800 CONTINGENCIES(10%) $ 6,400 ENGINEERING AND TESTING(18%) $ 12,600 TOTAL ELECTRICAL AMOUNT $ 82,800 W:\LAND\2663\3001 Downtown Pearland\Cost Estimate\Downtown Pearland Tract Prelim EE-Sullivan Brothers 7.22.2021-Individual Breakout Exhibit D Water Improvements 16 Exhibit D: Water Improvements ASMINF 3 s E JAS c7 Pam �fi�, •CRY O O tO N m z + LZ m D rr- j' 1 f13. -- 2" BAD «5 _ 111 8" + J �I o .� ; l a m ... ! J 3., at n rJ � r E WALNUT ST 1' ` j 1 1 12" �� O c t8. Water - Existing �'�� a { � Water - Exisiting to be 7014 V 6.. upgraded / --- .. N i i J_1 a_1 --.+ -i g„ I J J Exhibit E Sewer Improvements 17 Exhibit E: Sewer Improvements •XMAINE SIT35 1-JASMINE ST Park , -.. Z ja' ""r = z c .- J ^2 oC.) z --� f o� CO CO T t < • �' < o m1. < -r t 111 x ..-._r ! •J 8" -'"' 8" ... b.. 1 rn o m ^ 8.. ? y OD D fp O c Z r D O O O N_ 2 9 j -2 .i 1 ,r D D 1 I m ' _/'• z .. •......+ r ' e^ • N .J V. m 1 O+ N • O CA ` -.■. I - - -r J J 8- L Sewer - Existing st Sewer - Proposed \r: ,�ti,,,,5 extensions / \ IA! .?? 8.. ,2" J' I KAMAN LI If ` N Exhibit F Storm Drainage Improvements 18 Exhibit F: Storm Improvements - STEMITIff - T ASMINC ST3 5 F JASMINC ST Pa11C II N �i A, i C i[ r� y m 1,1_. O to II y rj N I nt D ��- ti m o 1 < o 1 .4 24 �'."._..[" •-1.. �. r 18 `-- `VI -� --I .r. 3 5 } i ! ► .�.. 51 _ -..i - N KI r- i—J ,... t r RI � ' m il ! J J t w N f o ......—I - i — >_,xi ?xi 2a 2424 24 a is ..__ ��.: 3 5 , 18Pi' ''' E WALNUT ST 'x' ? fet .1 '.—, [ 1..--J j '� I i .! �` l[ Storm - Existinq '..r�-.r N 5' Storm - Proposed extensions 3 5 :;` --+ 11 18 ie KAMA":LrYcy i0 -24 0 T J I r Exhibit G Streetscape Improvements 19 It,,,1,1 G �I.c,l>e:ym Improvements General location of possible streetscape Improvements including street parking. DISCOVERY TRACT BR205 Z , I is `Ia. t ; FM 518 AND SH 35 TRACTS .1 :\ ti t .,1 •i tlI w .4 I • � r �APProx.6 ac _ I ' v - " I `.. . STREETSCAPE EXHIBIT (p * : v - 8 Ax la lit CITY OF PERLANO111 Ar_ •�_ . I too . ry..,.. n .4 duLr RL ' ,I IY't9 '1 z i LEGEND _ .• ID DISCOVERY TRACT /-E , /. V' c % l. , 1 . ' -�". i,k. PARALLEL PARKING/ yl , GM STREETSCAPE IL --' �� t I r ✓� • r -4 I ` ^a , I' 1� .� . It, , I• .. • EI _• 4,e, ,...., : , , . i ,, .,_ • - ' ..j BRAZORIApjle I F, El r_ . COUNTY , "' I jj / , T w N 411 A+ ,Pt. `+A r� 1 t I a .rYi;MarYT..4 Exhibit H Alleyway Improvements 20 Y D Z n W cn .W :^WF t CJ1 tJ1 .✓"f/r'A' C N m r 3Atl NO1Sf10H S I 3AV NO1Sf10H N 2 ^W 3AER, N OA19 ONVId0 S OA19 ONV80 S OAIB ONVLi`J N co t.�y X dS jAV N21VdN cr dS 5G�� 3AV NO1S3AlVJ N �SION AVE 3AV NO1S3A1V`J S 3AV NOLS AlV'J S (D m z 1 , 411t1,.. L ( i 'd Z Y CD . ., t____I_,,_- t L 9 O It. ° O N I 4 1 L m a � cD L � p ' iL ' L I,. . 1 le ---"_MI NIA au NIAIV Ol0 OH NIAIV 010 OLI NIAIV O10 � N ` I N. 1,, LgtlIl3HS l Exhibit B Old Townsite Southeast Quadrant Public Infrastructure Improvements Cost Sharing Summary 6 OTS MIXED-USE SULLIVAN REVISED COST SHARE TABLE AMENDMENT#1 DA Addendum#1 DA Addendum#2 Dev Agree July Developer April 2023 Developer Percent Component 2021 Investment City Investment Revision Investment City Investment Change Water 713,939 713,939 713,939 713,939 0% Sanitary 281,895 281,895 281,895 281,895 0% Drainage 1,598,024 1,598,024 1,598,024 1,598,024 0% WSD Engr(18%)&Contingency(10%) 438,700 438,700 438,700 438,700 0% WSD Project Mgmt Fee 158,024 158,024 158,024 158,024 0% Alleyways 506,791 506,791 - 506,791 506,791 - - Alleyways Engr&Contingency 62,200 62,200 - 62,200 62,200 - - Streetscaping on-street parking,lighting 868,249 110,450 757,799 978,149 110,450 867,699 15% Streetscape Engr&Contingency 109,300 109,300 109,300 109,300 0% Streetscaping Mgmt Fee 46,976 46,976 46,976 46,976 0% Overlay Existing Streets 247,850 247,850 247,850 247,850 0% TOTAL 5,031,948 679,441 4,352 507 5,141,848 679,441 4,462,407 Miscellaneous Items 113,561 34,068 79,493 113,561 34,068 79,493 100% Clearing&Grubbing 22,117 19,317 2,800 22,117 19 317 2,800 100% Block 1 Alleyway Extension 19,721 19,721 - 19,721 19,721 - TOTAL 155,399 73,106 82,293 155,399 73,106 82,293 Grand Total $5,187,347 $ 752,547 $4,434,800 $5,297,247 $752,547 $4,544,700 Pearland Old Townsite Budget April 2023 SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT OLD TOWNSITE SOUTHEAST QUADRANT PUBLIC INFRASTRUCTURE IMPROVEMENTS This Amendment (hereinafter “Amendment”) is made between the City of Pearland, Texas (hereinafter “City”), and the Pearland Economic Development Corporation (hereinafter, “PEDC”) to amend the Reimbursement Agreement (the “Agreement”) between the City and PEDC effective July 26th, 2021 and as amended on July 18th, 2022. 1. Amended Terms. The City and PEDC hereby agree that following Sections of the Agreement, attached hereto as Exhibit “A”, are amended as follows: 1. The total cost of the Public Infrastructure Improvements is estimated to be $5,297,247 as itemized in Exhibit “B” attached hereto. Developer will initially be financially responsible for all Public Infrastructure Improvements per the Development Agreement. The City will reimburse Developer for portions of the Public Infrastructure Improvements estimated to be $4,544,700 (hereinafter “Developer Infrastructure Reimbursement”) in accordance with the Development Agreement. The PEDC agrees to fund the City’s Developer Infrastructure Reimbursement, in an amount not to exceed $4,720,000 (“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. 2. Agreement to Remain in Force. Other than the provisions of the Agreement expressly amended herein, the Agreement, including other provisions not amended, shall remain in full force and its enforceability shall be unaffected by this Amendment. DocuSign Envelope ID: F2B5DDB7-CC71-409F-B7BA-CA533A81605D EXECUTED and EFFECTIVE as of the _______ day of ________, 2023. PEARLAND ECONOMIC DEVELOPMENT CORPORATION a Texas non-profit corporation By: Chad Thumann Chair CITY OF PEARLAND, a Texas municipal corporation By:______________________________ Trent Epperson, Interim City Manager ATTEST: _____________________________ ___________________ City Secretary 8 May DocuSign Envelope ID: F2B5DDB7-CC71-409F-B7BA-CA533A81605D