HomeMy WebLinkAboutR2025-098 20250623RESOLUTION NO. R2025-98
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to enter into a Traffic Signal Reimbursement
Agreement with Pelican Builders, for the construction of Traffic Signal
Improvements (Business Center Drive at Town Center South Driveway).
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Traffic Signal Reimbursement 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 the attached Traffic Signal Reimbursement Agreement.
PASSED, APPROVED and ADOPTED this the 23rd day of June, A.D., 2025.
_________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
Docusign Envelope ID: 92B9813C-7C69-453E-81E0-44DA95651358
TRAFFIC SIGNAL REIMBURSEMENT AGREEMENT BETWEEN
THE CITY OF PEARLAND, TEXAS AND CRP/PELICAN OWNER, L.P.
STATE OF TEXAS
COUNTY OF BRAZORIA §
This Traffic Signal Reimbursement Agreement (this ' Agreement") is entered into by and
between the City of Pearland, Texas (the "City") and CRP/PELICAN OWNER, L.P., a Delaware limited
partnership (the "Developer"). The City and the Developer are collectively referred to herein as the
'Parties.'
RECITALS
WHEREAS, the City is a home -rule municipal corporation created and existing under the laws of
the State of Texas and situated in Brazoria County, Texas, Fort Bend County, Texas and Harris County,
Texas; and
WHEREAS, the Developer owns a parcel of real property (the "Property") generally located at
Lots 14, 15 and 16 of the Amending Plat of a Replat of Pearland Town Center, depicted in Exhibit "A";
and
WHEREAS, the Developer has submitted an application for a Building Permit that required a
Traffic Impact Analysis (TIA) to determine the public improvements necessary to address the impact the
development would have on traffic in the surrounding area; and
WHEREAS, Adjacent Development, identified on Exhibit B, has also or will also submit
applications for Building Permits that require a TIA, and
WHEREAS, the TIAs dictate that in light of the Developer's project and Adjacent Development
respective projects, a Traffic Signal at the southeast entrance and exit of the Pearland Town Center ring
road, is warranted; and
WHEREAS, Developer desires to design and construct a City approved traffic signal and
associated improvements such as pedestrian ramps and pavement marking to serve the southeast
entrance and exit of the Pearland Town Center ring road with Business Center Drive, hereinafter
"Improvements" identified in Exhibit C; and
WHEREAS, City desires to enter into an agreement with Developer whereby the Improvements
will be constructed to accommodate the increased traffic impact created by commercial development in
the area; and
WHEREAS Developer is agreeable to entering into such an agreement, provided City
reimburses Developer a portion of its actual costs for constructing the Improvements.
Page 1
WHEREAS, this Agreement provides benefits for the City and the Developer that are reasonable
and equitable.
NOW THEREFORE, for and in consideration of the mutual agreements contained in this
Agreement, and lot the good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the Developer and the City agree as follows:
ARTICLE I.
Section 1.1 Recitals. The recitals set forth above are true and correct and are incorporated
herein and made a part hereof as findings for all purposes.
Section 1.2 Effective Date. The effective date of this Agreement (the "Effective Date") is the
date it is approved and adopted by the City Council.
ARTICLE II. CONSTRUCTION
Section 2 1 Commencement of Construction. Within 30 days following the execution of this
Agreement, Developer shall initiate construction of the Improvements. For purposes of this Agreement,
"initiate construction of the Improvements' shall be defined as Developer's obtaining all necessary
governmental permits necessary for the construction of the Improvements, and the commencement of
the site -work for the installation/construction of the Improvements. Developer further agrees to furnish
or subcontract all the labor, tools, materials and equipment necessary for said work, and agrees that
completion and acceptance of the Improvements by the City Engineer is a condition precedent to
Developer's apartment complex at 3200 Business Center Drive, Pearland, Texas receiving a Certificate of
Occupancy from the City.
ARTICLE III. COST ESTIMATES
Section 3.1 Cost Estimates. The estimated cost of the Improvements is three hundred eighty-
two thousand six hundred ninety-six dollars ($382,696.00) as set forth in the Cost Estimate, attached as
Exhibit "D".
ARTICLE IV. REIMBURSEMENT
Section 41 Reimbursement. The City agrees to reimburse Developer all applicable fees
collected from Adjacent Development for their proportionate share of the costs associated with the
Improvements as determined by the City review and approval of their respective TIAs. Developer
understands that the total reimbursement is based upon pro-rata contributions that have been or will
be collected from developments whose TIAs indicate a proportionate impact on the above referenced
intersection. The City's estimate for Adjacent Development contributions for the Improvements is
outlined in Exhibit "E."
Section 4.2 Timing of Reimbursement. The City agrees to reimburse Developer any portions of
the applicable fee from Adjacent Development within sixty (60) days of the time that it receives
payment of the applicable fee by the Adjacent Development.
Page 2
ARTICLE V. BREACH, NOTICE AND REMEDIES
Section 5.1 Notification of Breach. If either Party commits a breach of this Agreement, the non -
breaching Party shall give Notice to the breaching Party that describes the breach in reasonable detail.
Section 5.2 Cure of Breach. The breaching Party shall commence curing the breach within 15
calendar days after receipt of the Notice of the breach and shall complete the cure within 30 days from
the date of commencement of the cure; however, if the breach is not reasonably susceptible to cure
within such 30-day period, the non -breaching Party shall not bring any action so long as the breaching
Party has commenced to cure within such 30-day period and diligently completes the work within a
reasonable time without unreasonable cessation
Section 5.3 Remedies for Breach. If the breaching Party does not substantially cure the breach
within the stated period of time, the non -breaching Party may, in its sole discretion, and without
prejudice to any other right under this Agreement law, or equity, seek any relief available at law or in
equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act specific
performance, mandamus and injunctive relief; provided, however, that the non -breaching Party shall
not be entitled to terminate this Agreement. The Parties specifically waive any right that they have or in
the future may have to terminate this Agreement. Damages, if any, to which any non -breaching Party
may be entitled shall be limited to actual damages and shall not include special or consequential
damages. In addition the prevailing party in any such action shall be entitled to reasonable attorney's
fees and costs of litigation as determined in a final, non -appealable order in a court of competent
Jurisdiction.
ARTICLE VI. ADDITIONAL PROVISIONS
Section 7.1 Completion of improvements. Upon the completion of the Improvements and the
acceptance of the Improvements by the City Engineer, which acceptance shall not be unreasonably
delayed or denied Developer shall have no further obligations with respect to the operation,
maintenance, repair, or replacement of the Improvements and the City shall thereafter assume the
obligation to operate, maintain, repair and/or replace the Improvements.
Section 7.2 Notices. Any notices certifications, approvals, or other communications (a "Notice")
required to be given by one Party to another under this Agreement shall be given in writing addressed to
the Party to be notified at the address set forth below and shall be deemed given: (i) when the Notice is
delivered in person to the person to whose attention the Notice is addressed; (ii) 10 business days after
the Notice is deposited in the United States Mail, certified or registered mail, return receipt requested,
postage prepaid; (iii) when the Notice is delivered by Federal Express, UPS, or another nationally
recognized courier service with evidence of delivery signed by any person at the delivery address, or (iv)
10 business days after the Notice is sent by FAX (with electronic confirmation by the sending FAX
machine) with a confirming copy sent by United States mail within 48 hours after the FAX is sent. If any
date or period provided in this Agreement ends on a Saturday Sunday, or legal holiday, the applicable
period for calculating the Notice shall be extended to the first business day following the Saturday,
Sunday or legal holiday For the purpose of giving any Notice, the addresses of the Parties are set forth
below. The Parties may change the information set forth below by sending Notice of such change to the
other Party as provided in this Section 7.2.
Page 3
To the City: City of Pearland
3519 Liberty Dr., Pearland, TX 77581
To the Developer:
Attn: City Manager
CRP/PELICAN OWNER, L.P.
c/o CRP/Pelican GP L,L C.
1001 Pennsylvania Ave., NW Ste 220 South
Washington, DC 20004
Section 7.3 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have
the right at any time thereafter to insist upon strict performance of any and all of the provisions of this
Agreement. No provision of this Agreement may be waived except by writing signed by the Party
waiving such provision. Any waiver shall be limited to the specific purpose for which it is given No
waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a
waiver of any other term or condition or subsequent waiver of the same term or condition.
Section 7.4 Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Texas, as they apply to contracts performed within the State of
Texas and without regard to any choice of law rules or principles to the contrary. The Parties
acknowledge that this Agreement is performable in Brazoria County, Texas and hereby submit to the
jurisdiction of the courts of Brazoria County Texas and hereby agree that any such court shall be a
proper forum for the determination of any dispute arising hereunder.
Section 7.5 Authority to Execute. The City represents and warrants to the Developer that the
execution of this Agreement has been duly authorized by the City Council and that the person executing
this Agreement on behalf of the City has been duly authorized to do so by the City Council, The
Developer represents and warrants to the City that he has full authority to execute this Agreement.
Section 7.6 Severability. The provisions of this Agreement are severable and, in the event any
word, phrase, clause, sentence, paragraph, section, or other provision of this Agreement, or the
application thereof to any person or circumstance shall ever be held or determined to be invalid, illegal,
or unenforceable for any reason, and the extent of such invalidity or unenforceability does not cause
substantial deviation from the underlying intent of the Parties as expressed in this Agreement then such
provision shall be deemed severed from this Agreement with respect to such person, entity or
circumstance, without invalidating the remainder of this Agreement or the application of such provision
to other persons, entities or circumstances, and a new provision shall be deemed substituted in lieu of
the provision so severed which new provision shall, to the extent possible, accomplish the intent of the
Parties as evidenced by the provision so severed.
Section 7.7 Changes in State or Federal Laws. If any state or federal law changes so as to make it
impossible for the City or the Owner to perform its obligations under this Agreement, the parties will
cooperate to amend this Agreement in such a manner that is most consistent with the original intent of
this Agreement as legally possible.
Page 4
Section 7.8 Assignment. This Agreement shall not be assignable without the other Party's
written consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective representatives, successors and assigns as permitted by this Agreement.
Section 7.9 Amendment. This Agreement may be amended only with the written consent of the
Parties.
Section 7.10 Interpretation. This Agreement has been negotiated by the Parties, each of which
has been represented by counsel and both Parties acknowledge and stipulate that this Agreements is
the product of mutual negotiation and bargaining; consequently, the rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement.
Section 7.11 No Third -Party Beneficiaries. This Agreement is solely for the benefit of the City
and the Developer and neither the City nor the Developer intends by any provision of this Agreement to
create any rights in any third -party beneficiaries or to confer any benefit or enforceable rights under this
Agreement or otherwise upon anyone other than the City and the Developer.
Section 7.12 Governmental Powers. The City does not waive or surrender any of its
governmental powers, immunities or rights, except as specifically waived pursuant in this Section 7.11.
The City waives its respective governmental immunity from suit and liability only as to any action
brought by Developer to pursue the remedies available under this Agreement. Nothing in this Section
7.11 shall waive any claims, defenses or immunities that the City has with respect to suits against it by
persons or entities not a party to this Agreement.
Section 7.13 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement are
incorporated into this Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Identification of Developer's Property
Exhibit B Identification of Adjacent Development
Exhibit C — Identification of Improvements
Exhibit D Developer's Cost Estimate for Improvements
Exhibit E—Table of Estimated Percentages and Amounts To Be Reimbursed
7.14 Counterpart Originals. This Agreement may be executed in multiple counterparts, each
of which shall be deemed to be an original.
7.15 Verifications of Statutory Representations and Covenants. Developer makes the
following representations, verifications, and covenants pursuant to Chapters 2252 2271, 2274, and
2276, Texas Government Code (the 'Government Code"), as heretofore amended, in entering into
this Agreement. As used herein, 'affiliate" means an entity that controls, is controlled by, or is under
common control with Developer within the meaning of SEC Rule 405 17 C.F.R. § 230 405, and exists
to make a profit. Liability for breach of any such verification during the term of this Agreement shall
survive until barred by the applicable statute of limitations and shall not be liquidated or otherwise
limited by any provision of this Agreement, notwithstanding anything in this Agreement to the
contrary.
Page 5
A. Not a Sanctioned Company. Developer represents that neither it nor any of its parent
company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list
prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252 153
Government Code or Section 2270.0201, Government Code. The foregoing representation excludes
the Developer and each of its parent company, wholly- or majority -owned subsidiaries, and other
affiliates, if any, that the United States government has affirmatively declared to be excluded from its
federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign
terrorist organization
B. No Boycott of Israel. Developer hereby verifies that it and its parent company, wholly- or
majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott
Israel during the term of this Agreement. As used in the foregoing verification, "Boycott Israel" has
the meaning provided in Section 2271.001, Government Code.
C. No Discrimination Against Firearm Entities. Developer hereby verifies that it and its parent
company, wholly- or majority -owned subsidiaries, and other affiliates if any do not have a practice
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association
and will not discriminate against a firearm entity or firearm trade association during the term of this
Agreement As used in the foregoing verification ' discriminate against a firearm entity or firearm
trade association" has the meaning provided in Section 2274.001(3) Government Code.
D. No Boycott of Energy Companies. Developer hereby verifies that it and its parent
company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy
companies and will not boycott energy companies during the term of this Agreement. As used in the
foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1),
Government Code.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 6
APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PEARLAND ON2025.
ATTEST:
City S cretary
APPROVED AS TO FORM AND LEGALITY:
City Attorney
CITY OF PEARLAND
By: 7/
Printed ame:tent
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APPROVED AND ADOPTED BY THE DEVELOPER ON JVyA{. S , 2025.
[DEVELOPER]
team
lee
CRP/PELICAN PEARLAND OWNER, L.P.
a Delaware limited partnership
By: CRP/Pelican Pearland GP, L.L.C,,
a Delaware limited liability company,
its general partner
By: CRP/Pelican Pearland Venture, L.LC.,
a Delaware limited liability company,
its sole member
By: Pelican Pearland, LLC,
a Texas limited liability company,
its authorized member
By: Pelican Builders, Inc.,
a Texas corporation,
its manager
By: .)
Derek Darnell
Its: President
Page 7
STATE OF TEXAS
COUNTY OF BRAZORIA
tot
This instrupnent was acl<nowled.ed beforere on iutie 20'%�by a /I ,the
�.1 icy rrvnotif of the City of � �' ��+L(,,1 ,Texas on behalf of the city.
STATE OF TEXAS
, Notary Public, State of Texas
LESLY DELGADO
° •`��•;`�� Notary Public, State of Texas
,, +�� Comm. Expires 04-01.2029
' ';,00 Notary ID 128978677
COUNTY OF B•Arrat s
This instrument was acknowledged before me on junt 2i, by pea* C3ctr rUI
?reSpr dQ,(U-of Pelican Builders, Inc., a Texas corporation, manager of Pelican Pearland, LLC, a Texas limited
liability company, authorized member of CRP/Pelican Pearland Venture LLC, a Delaware limited liability
company, sole member of CRP/Pelican Pearland GP, LLC, a Delaware limited liability company, General
Partner of CRP/Pelican Pearland Owner, L.P., a Delaware limited partnership.
, Notary Public, State of Texas
Page 8
�_i �__ �_i �l \ i \J \-Ali.-t
MELISSA KIDONAKIS
Notary ID //125308086
September 11, 2028
My Commission Expires
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Exhibit D
ICiIT1Iflt»)'Mrn
December 13. 20'14
Mr. Drake Dominy
Pelican Builders. Inc.
4265 San Felipe, Suite 270
Houston, Texas 77027
Re: Business Center Drive at PTc.. — Traffic Signal
Bid Award Recommendation
Dear Mr. Dominy:
Kimley-Horn and Associates, Inc. (K-H) has reviewed the bids for the subject project that
were due on December 4, 2024. There were six (►3) total bids received from the below
listed contractors.
I. Larry Young Paving Inc.
2. Reliable 'ignal Lighting Solutions, LLC
3. Traf-Tex, Inc.
4. Statewide Traffic Signal Company
5. Florida Traffic Control Devices, Inc.
6. Traffic Systems Construction, Inc.
•
K-H has reviewed the bids received from the contractors; they appear to be complete
and no discrepancies were noticed. The detailed bid tabulation summary is attached to
this letter.
K-H recommends that Pelican Builders. Inc. award this project to Traf-Tex, Inc. for a
total bid of 53 47,9 05.50
Please contact me if you have any questions,
Sincerely,
KIMLEY-HORN AND ASSOCIATES. INC.
) 1
I rl,
V 1 1
Vi':ek Deshpande, P.E.
- 41
Attachments:
Bid Tabs Summary
I:4;5 }11•10 t4ii_d
Exhibit E
Development
Size
AM+PM
Total.
Site
Tips
Pro-Rata
%
Pro-Rata
$**
Tru
Hilton
TIA
97
rooms/8,900
Hotel
SF
95
17.8%
$ 67,955
Town Center
TIA
Apt
337
Dwelling
units
189
35.3%
$ 135,195
Eastern
development
future
business
83,635
SF
park
156
29.2%
$ 111,590
Residence
Inn
TIA
96 rooms
95
17.8%
$ 67,955
Total
cost
535
100.0%
$ 382,696
Traffic signal, Lowest Bid Cost Traff-Tex:
Contingency 10%
Total Cost
**rounded to the nearest whole dollar
$ 347,906
$ 34,791
$ 382,696