HomeMy WebLinkAboutR2025-093 20250811RESOLUTION NO. R2025-93
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 a Development Agreement between the City and Rockefeller
Group, associated with the construction and funding of wastewater
improvements to serve portions of property generally located at the southeast
corner of Smith Ranch Road and Hughes Ranch Road.
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 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 11th day of August, A.D., 2025.
________________________________
J.KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
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REIMBURSEMENT AGREEMENT
FUTURE SMITH RANCH PUBLIC IMPROVEMENT DISTRICT
PUBLIC INFRASTRUCTURE IMPROVEMENTS
This Agreement is entered into this day of 2025, by and between the CITY
OF PEARLAND, TEXAS (hereinafter "City"), and the Pearland Economic Development
Corporation (hereinafter "PEDC").
WHEREAS the PEDC is a Type B economic development corporation, created
pursuant to Chapter 505 of the Texas Local Government Code, as amended; and
WHEREAS the City and PEDC have approved the Pearland Prosperity Strategic Plan
which includes a strategy to support Site Development by pursuing public-private
development agreements and leveraging resources to ensure that development sites are
well-served by required infrastructure; and
WHEREAS a majority of the property owners of approximately 78.732-acres of real
property, which property is described and/or depicted in Exhibit “A” of this Agreement,
which is attached hereto and is incorporated herein for all purposes (hereinafter
“Property”), submitted a petition to the City for the creation of a Public Improvement
District (hereinafter “PID”), as authorized by Chapter 372 of the Texas Local Government
Code; and
WHEREAS the City and PEDC desire to assist with the implementation of public
improvements to support development of the Property.
WHEREAS the public improvements will consist of the construction of sanitary sewer
services to the property, including the design, engineering and easement acquisition as
shown on Exhibit “B” attached hereto (hereinafter “Authorized Improvements”); and
WHEREAS Section 501.103 of the Texas Local Government Code (hereinafter “Code”),
in pertinent part, defines the term “project” to mean “expenditures that are found by the
board of directors to be required or suitable for infrastructure necessary to promote or
develop new or expanded business enterprises, limited to: (1) streets and roads, rail
spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site
improvements, and related improvements; (2) telecommunications and Internet
improvements . . .”; and
WHEREAS the City entered into a Development Agreement with Rockefeller Group,
(hereinafter “Developer”) on , as shown in Exhibit “D” attached hereto
(hereinafter “Development Agreement”), to facilitate the implementation of the Authorized
Improvements; and
WHEREAS the Development Agreement contemplates the City partially funding the
Authorized Improvements, and the City has requested that the PEDC contribute funds
towards the Authorized Improvements; and
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WHEREAS the PEDC approved funding the City Participation Amount at its July 24,
2025, Board of Directors’ meeting; and
WHEREAS the City and PEDC desire an agreement to set forth their respective
responsibilities regarding the Improvements and reimbursement of said costs.
W I T N E S S E T H:
NOW THEREFORE, in consideration of the foregoing premises and other good and
valuable considerations, the receipt and sufficiency of which is hereby acknowledged, it
is hereby agreed as follows:
1.Subject to the City’s approval, the Developer will be responsible for designing,
bidding, and constructing the Authorized Improvements.
2.The estimated cost of the Authorized Improvements is approximately Six Million
One Hundred Thirty-Five Thousand Four Hundred Fifty and No/100 Dollars
($6,135,450.00). The City’s contribution toward the costs of the Authorized
Improvements is Four Million Six Hundred Thirty-Five Thousand Four
Hundred Fifty and No/100 Dollars ($4,635,450.00) (hereinafter “City
Participation Amount”), as itemized in, Exhibit “C” attached hereto. The PEDC
shall fund an amount equal to the City Participation Amount, which shall be paid
to City in installments or a lump sum amount. 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 actual cost of the improvements.
The City will establish, and deposit the City’s Participation Amount into, a
dedicated Improvement Account, from which the City will reimburse Developer as
the Authorized Improvements are designed and constructed, and deposit PID
assessments as they are paid by property owners located within the PID
boundaries. In addition, City shall reimburse the PEDC in an amount equal to the
City Participation Amount, plus interest that begins accruing once the City accepts
the infrastructure for use, using PID assessments collected by the City as
described in the Service and Assessment Plan. The interest rate due on the
unpaid assessment will be fixed based on the Bond Buyers Index “20-Bond
Revenue Index” reported in the month before the date the assessment is approved
by the City.
The performance of the parties contemplated herein shall be contingent upon
City’s levy of special assessments on the affected properties in the deed of records
in Brazoria County. Within sixty (60) days following City’s collection of a special
assessment from one of the affected properties, City shall deposit the entire
amount of the assessment collected, including interest, with the PEDC as
reimbursement for PEDC providing funding for the construction of the Authorized
Improvements. If the cost of the Authorized Improvements increases and the City
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funds an amount greater than the City’s Participation Amount, the remaining
unfunded portion of the Authorized Improvements not reimbursed by City through
assessments will not be reimbursed to PEDC by City.
3.The initial term of this Agreement shall be for a period of twenty (20) years,
commencing on the 27th day of October 2025, and will automatically renew in five
(5) year increments until all the assessments are collected.
4.This Agreement may only be amended, modified, or supplemented by written
agreement and signed by both parties.
4.Nothing herein is intended to supersede or waive any City ordinance or regulation
pertaining to such construction.
5.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.
6.This Agreement shall be construed and enforced in accordance with and governed
by the laws of the State of Texas.
7.To accomplish execution of this Agreement, it may be executed in multiple
counterparts.
8.The Parties agree that any suit arising out of or related to this Agreement shall be
filed in Brazoria County Texas.
9.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, City Manager
3519 Liberty Drive
Pearland, TX 77581
If to PEDC: Pearland Economic Development Corporation
Attn: Chair
3519 Liberty Drive, Suite 350
Pearland, TX 77581
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Notice delivered in accordance with the terms hereof shall be effective upon receipt.
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In witness whereof, the parties have hereunto set their hands and signatures on the date
first above mentioned.
ATTEST
Frances Aguilar
City Secretary
PEARLAND ECONOMIC DEVELOPMENT
CORPORATION
a Texas non-profit corporation
B���
Michi Bruns Clay
Chair
CITY OF PEARLAND,
a Texas municipal corporation
By:
Trent Epperson,
City Manager
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EXHIBIT A
“PUBLIC IMPROVEMENT PROPERTY BOUNDARY”
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EXHIBIT B
“AUTHORIZED IMPROVEMENTS – SEWER EXHIBIT”
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EXHIBIT C
“COST ESTIMATE OF AUTHORIZED IMPROVEMENTS”
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EXHIBIT D
“DEVELOPMENT AGREEMENT”
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SMITH RANCH ROAD PUBLIC IMPROVEMENT DISTRICT
DEVELOPMENT AGREEMENT
This Smith Ranch Road Public Improvement District Development Agreement (this
`Agreement") is entered into by and between Rockefeller Acquisitions LLC, a Delaware limited
liability company (together with its successors and assigns, the "Developei") and the CITY OF
PEARLAND, TEXAS a Texas home -rule municipality (the `City"), to be effective on
2025 (the "Effective Date").
RECITALS
WHEREAS, certain terms used herein are defined in Article I; and
WHEREAS, the City is a Texas home -rule municipality located within Brazoria, Fort
Bend and Harris Counties, Texas; and
WHEREAS, a majority of the property owners of approximately 78.732-acres of real
property, which property is described and/or depicted in Exhibit A of this Agreement, which is
attached hereto and is incorporated herein for all purposes (the "Property"), submitted a petition
to the City for the creation of a Public Improvement District, consistent with and as authorized by
Chapter 372 of the Texas Local Government Code; and
WHEREAS, the Planned Development Property (the "PD Property") is comprised of
16.18 acres and the Developer is under contract for the purchase of approximately 14.25 acres of
real property situated within the PD Property, as more accurately depicted in Exhibit B attached
hereto and incorporated herein for all purposes;
WHEREAS, the Developer and the City (which are sometimes individually referred to as
a "Party" and collectively as the "Parties') desire to enter into this Agreement; and
WHEREAS, the Property and the PD Property are located wholly within the city limits of
the City and not within the extraterritorial jurisdiction or corporate limits of any other municipality;
and
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WHEREAS, the Property and the PD Property are located wholly within Brazoria County,
Texas (the "County"); and
WHEREAS, the Developer intends to make a financial contribution, in accordance with
the terms of this Agreement, toward the Administrative hxpenses and Authorized Improvement
Costs; and
WHEREAS, the City intends to construct or cause to be constructed the Authorized
Improvements; and
WHEREAS, in consideration of the Developer's agreements contained herein to
accomplish the high -quality development of the PD Property envisioned by the Parties and to
provide a financial contribution toward the Administrative hxpenses and Authorized Improvement
Costs, the City agrees to install and construct, or cause to be installed and constructed, the
Authorized Improvements on the terms set forth herein; and
WHEREAS, this Agreement is intended to provide for the construction and funding of the
Authorized Improvements, which provide a special benefit to the Property and PD Property; and
WHEREAS, the Developer and the City estimate that the Authorized Improvement Costs
will not exceed Six Million One Hundred Thirty -Five Thousand Four Hundred Fifty and
No/100 Dollars ($6,135,450.00); and
WHEREAS, the Developer shall deposit with or expend on behalf of the City, the sum of
One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) on the terms set
forth in this Agreement, which amount shall be used towards the Administrative Expenses and
Authorized Improvement Costs; and
WHEREAS, the City shall otherwise finance the remaining sum of Four Million Six
Hundred Thirty -Five Thousand Four Hundred Fifty and No/100 Dollars ($4,635,450.00) to
be used towards the Administrative Expenses and Authorized Improvement Costs; and
WHEREAS, the Parties intend that the PD Property will be developed in accordance with
the Plan Use Development, Ordinance No. 2000M-239, as shown on Exhibit D adopted by the
City Council (the "Plan Use Development"); and
WHEREAS, the managed growth described in this Agreement will drive infrastructure
investment and job creation, both of which will, in turn, have a multiplier effect that increases both
the City's tax base and utility revenues.
NOW, THEREFORE, for and in consideration of the mutual covenants of the Parties set
forth in this Agreement, and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
The following terms shall have the meanings hereinafter set forth:
Administrative Expenses means expenses incurred in the establishment, administration,
and operation of the PID including, but not limited to, the costs of (i) legal counsel, engineers,
accountants, financial advisors, investment bankers or other consultants and advisors, (ii) creating
and organizing the PID, (iii) computing, levying, collecting and transmitting the Assessments or
the installments thereof, (iv) maintaining the record of installments, payments and reallocations
and/or cancellations of the Assessments, (v) investing or depositing the Assessments or other
monies, and (vi) complying with the PID Act
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Administrator means an employee or designee of the City who shall have the
responsibilities provided in the SAP or any other agreement or document approved by the City
related to the duties and responsibilities for the administration of the PID.
Assessment Ordinance means the ordinance approved by the City Council that levies
Assessments on the Property and PD Property in accordance with the PID Act to pay for the costs
of the Authorized Improvements set forth in the SAP which provide a special benefit to the
Property and PD Property.
Assessments means a special assessment levied by the City within the PID pursuant to
Chapter 372, Texas Local Government Code, pursuant to an Assessment Ordinance, to pay for a
specific portion of the Budgeted Cost, which shall be Authorized Improvement Costs.
Authorized Improvement Costs means the design, engineering, property acquisition, and
construction costs of the Authorized Improvements.
Authorized Improvements means certain sewer infrastructure and related facilities needed
to serve and fully develop the Property and PD Property to be constructed by the City or on behalf
of the City, including but not limited to the improvements listed in Exhibit C of this Agreement.
Bankruptcy Code means Title 11 of the United States Code.
Bankruptcy Event means, with respect to any Party, (a) such Party filing a voluntary
petition under any Debtor Relief Laws; (b) the filing of an involuntary petition against such Party
under any Debtor Relief Laws; (c) such Party filing an answer consenting to or otherwise
acquiescing or joining in any involuntary petition filed against it, by any other person or entity
under any Debtor Relief Laws; or soliciting causing to be solicited or petitioning creditors for any
involuntary petition from any person or entity; (d) the appointment of a custodian, receiver, trustee,
or examiner for such Party or any of its assets or property; (e) such Party making a general
assignment for the benefit of creditors, or (f) such Party commencing (or have commenced against
it) a proceeding for its dissolution or liquidation.
Budgeted Cost means with respect to any given Authorized Improvement, the estimated
cost of such improvement as set forth in Exhibit C of this Agreement.
City Council means the city council of the City of Pearland, Texas
City Regulation(s) means any ordinance, rule, regulation, standard, policy, order, guideline
or other City -adopted or City -enforced requirement as they presently exist and as they may be
amended in the future.
Debtor Relief Law(s) means the Bankruptcy Code and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other
applicable jurisdictions from time to time in effect.
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Notice means any notice required or contemplated by this Agreement (or otherwise given
in connection with this Agreement)
PID means a public improvement district created by the City for the benefit of the Property
and PD Property, in accordance with the PID Act, known as the Smith Ranch Road Public
Improvement District.
PID Act means Chapter 372 of the Texas Local Government Code, as amended.
Property Acquisition Surveys means the parcel maps and legal descriptions for the property
interests (i.e., easements and fee title interests) required to construct the Authorized Improvements.
SAP means the PID service and assessment plan adopted by City Council, as may be
amended or updated annually, to assess allocated costs of improvements against the Property and
PD Property located within the boundaries of the PID, and which has terms, provisions and
findings approved and agreed to by the Developer and the City in accordance with the PID Act.
ARTICLE II
PUBLIC IMPROVEMENT DISTRICT
2.1 Creation. The PID was created on or prior to the Effective Date of this Agreement.
2.2 Levy of Assessments. Concurrently with the approval of the creation of the PID,
the City and the Administrator prepared a SAP providing for the levy of the Assessments on the
Property and PD Property. The Developer shall have the right to review, comment upon the SAP,
and the City and the Administrator shall work together in good faith with the Developer in the
preparation of the SAP Promptly following preparation and approval of a SAP that is acceptable
to the Developer and the City and subject to the City Council making findings that the Authorized
Improvements confer a special benefit on the Property and PD Property, the City Council shall
consider an Assessment Ordinance. The City shall use its best efforts to initiate and approve all
necessary documents and ordinances required to effectuate this Agreement, to prepare the
Assessment Ordinance and to levy the Assessments Nothing contained in this Agreement,
however, shall be construed as creating a contractual obligation that controls, waives, or supplants
the City Council's legislative discretion.
2 3 Acceptance of Assessments and Recordation of Covenants Running with the Land.
Subject to Section 5 2 below, concurrently with the levy of the Assessment, the Developer
consistent with the PID Act shall: (i) approve and accept in writing the levy of the Assessment(s)
on the PD Property and the Property in accordance with the approved SAP and the Assessment
Ordinance; and (ii) cause to be recorded against the PD Property a covenant running with the land
that will bind the Developer and any successor owner, of the PD Property to pay the Assessments
in accordance with the SAP and the Assessment Ordinance and to take their title to the PD Property
subject to and expiessly accepting and assuming the terms and pr,ovisions of such Assessments
and the liens created thereby Notwithstanding anything to the contrary contained herein,
Developer shall not be iequired to pay any Assessments following the hffective Date, other than
the Deposit. The Deposit shall constitute the sole Assessment on the PD Pr,oper,ty. Developer's
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only financial obligations under this Agreement are the payment of the Deposit and PILOTs (if
any are owed pursuant to Section 9.5) in accordance with the terms hereof.
ARTICLE III
AUTHORIZED IMPROVEMENTS
3.1 Authorized Improvements. The Budgeted Costs of Authorized Improvements listed.
on Exhibit C of this Agreement are estimates that are subject to change and shall be updated by
both the City and Developer consistent with the SAP and the PID Act. Final plat(s) for the Pioperty
and PD Property, each required to be approved by the City, shall reflect the locations, rights -of -
way and easements for the Authorized Improvements to be located on the platted Property and PD
Property. For the avoidance of doubt, the locations of any rights -of -way or easements for the
Authorized Improvements to be located on the PD Property and the sewei capacity provided by
the Authorized Improvements shall be subject to Developer's approval in Developer's sole
discretion. The Authorized Improvement Costs and the timetable for installation of the Authorized
Improvements will be reviewed annually by the City and Developer in an annual update of the
SAP adopted and approved by the City. Notwithstanding anything to the contrary contained
herein, the Developer shall complete, or cause the completion of, the Authorized Improvements
necessary to permit Developer to operate the project on PD Property on or before the date that is
two (2) years following the later date the SAP and the Assessment Ordinance is approved by the
City Council the City's acquisition of necessary easements and land for the Property and permits
are received from the City and Texas Department of Transportation.
3.2 Construction, Ownership, and Transfer of Authorized Improvements
(a) Construction Plans and Professional Services. The Developer shall prepare, or
cause to be prepared, plans and specifications for each of the Authorized Improvements subject to
the City s approval. The City shall have the right to review, comment upon such plans and
specifications. The Parties acknowledge that Developer has retained Kimley-Horn and Associates,
Inc. as the engineer to prepare the plans and specifications for the Authorized Improvements (the
`Developer's Engineer') and any change in Developer's hngineer shall require the written consent
of the City. Any professional services agreements concerning the Authorized Improvements shall
require the City s approval. City Engineer shall approve the professional service scope and
contracts for design and related services and any amendments to the professional service contracts.
In the event the design of the Authorized Improvements is not completed within 180 days, not
including the days for which the plans and specifications have been submitted to the City and
comments have not been provided to Developer's hngineer, following the SAP and Assessment
Ordinance the City shall have the right to terminate this Agreement after providing Developer a
30-day written notice and opportunity to cure said default. By way of example, if the plans and
specifications are under review by the City for a total of 60 days, then Developer s engineer shall
have 240 total days to reach one hundred percent (100%) design of the Authorized Improvements.
(b) Property Acquisition Surveys. The City hereby agrees that Developer shall cause
the Developer's Engineer to create parcel maps and legal descriptions for the location of the
Authorized Improvements and to determine what property rights will be required to complete the
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construction of Authorized Improvements (the "Property Acquisition Surveys"). The cost of the
Property Acquisition Surveys shall be paid for by Developer and deducted from the Deposit.
(c) Contract Awaid. The contracts for construction of Authorized Improvements shall
be let in the name of the Developer. The Developer's Engineers shall prepare, or cause the
preparation of, and provide all contract specifications and necessary related documents for the
Authorized Improvements. The Developer shall administer the contracts and shall be entitled to a
construction management fee in the amount of one and one-half percent (1.5%) of the contract
award and not to exceed $90,000.00. The contracts for construction of Authorized Improvements
shall be executed by the Developer and contractor within 90 days of the City's acquisition of
necessary easements and land and permits are received from the City and Texas Department of
Transportation In the event the contract for construction of Authorized Improvements is not
executed the City shall have the right to terminate this Agreement after providing Developer a 30-
day written notice and opportunity to cure said default.
(d) Construction Standards. The Developer shall install or shall cause to be installed,
the Authorized Improvements required for the development of the Property and PD Property
within the public right-of-way or within easements granted to the City, if any. The Developer shall
construct, or shall cause to be constructed, the Authorized Improvements in accordance with
applicable state law, City Regulations, and all other applicable development requirements,
including those imposed by any other governing body or entity with jurisdiction over the
Authorized Improvements.
(e) Competitive Bidding. This Agreement and construction of the Authorized
Improvements are anticipated to be exempt from competitive bidding pursuant to Sections
252.022(a)(9) and 252.022(a)(11) of the Texas Local Government Code based upon current cost
estimates. However, in the event that the actual costs for the Authorized Improvements do not
meet the parameters for exemption from the competitive bid requirement, then either competitive
bid or alternative procurement methods shall be iequired. In such an event, upon approval of the
plans and specifications for the Improvements, Developer's engineers shall advertise on Civcast
or similar service to obtain a minimum of three (3) competitively solicited line -item bids.
Developer and City reserve the right to reject all bids The form of the bid tab for construction of
the Authorized Improvements and selection of a contractor(s) shall be subject to the review and
approval by the City Engineer. The City has the right to consent to or reject the engineer's
recommended bidder.
(f) Ownership. All of the Authorized Improvements shall be owned by the City. The
Developer agrees to take any action reasonably required by the City to dedicate easements for the
Authorized Improvements to the City in the locations approved by Developer in accordance with
Section 3.1.
(g) Property Acquisition The City shall take all necessary actions, including
condemnation if necessary, iequired to acquire any property interests required for construction of
the Authorized Improvements within eighteen (18) months from the date the City is presented all
of the Property Acquisition Surveys. Developer's obligations to construct the Authorized
Improvements shall not commence until all such property interests have been acquired by the City.
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Should the City not acquire the property interests in the required time frame, Developer shall have
the right to terminate this Agreement and have any unspent funds from its Deposit returned after
providing Developer a 30-day written notice and opportunity to cure said default.
(h) Meetings. The Parties agree to have monthly status meetings to provide updates on
easement acquisition, design, engineering, and construction of the Authorized Improvements
which shall begin the month following the hffective Date.
3.3 Water and Wastewater Capacity. Upon payment of the Deposit (as defined below),
the capacity will be reserved for the multi -family site based on a 6 ' domestic meter size, and
capacity will be reserved for the commercial sites, based on a 3" domestic meter size. The total
reserved capacity, based on the domestic meter sizing and the City's current impact fee ordinance
is 124.8 service unit equivalents. Meter sizes indicated ate assumed for capacity reservation only
and impact fees will not be based on assumed sized, but will be based on sizing included in design
plans at time of permit review.
3.4 Operation of the Authorized Improvements. If the City accepts the Authorized
Improvements the City shall operate the Authorized Improvements serving the Property and use
the Authorized Improvements to provide service to the Property and as otherwise required or
allowed by state law. If accepted by the City, the City shall at all times maintain the Authorized
Improvements or cause the Authorized Improvements to be maintained in good condition and
working order in compliance with all applicable City Regulations and all applicable regulations,
rules, policies, standards, and orders of any governmental entity with jurisdiction over same.
Notwithstanding, following acceptance of the Authorized Improvements and at City's sole cost,
nothing contained herein shall prevent the City from altering or changing the design and/or
location of the Authorized Improvements as necessary to meet future needs or updated standards,
as solely determined by the City.
ARTICLE IV
RESERVED
ARTICLE V
PAYMENT OF AUTHORIZED IMPROVEMENTS
5.1 Improvement Account. The City shall establish a separate account or accounts to
hold the Deposit and any other funds related to the PID (such account the `Improvement
Account"). The funds in the Improvement Account shall not be commingled with any other funds
of the City. The Improvement Account shall be administered and controlled (including signatory
authority) by the City.
5.2 Developer's Contribution. Within thirty (30) days following the approval of the
SAP and the Assessment Ordinance by the City Council, Developer shall deposit the difference
between One Milhon Five Hundred Thousand and No/100 Dollars ($1 500,000.00) and the
amounts expended by Developer related to the Property Acquisition Surveys into the Improvement
Account to be used by the Developer towards the Authorized Improvement Costs and City towards
Administrative I -expenses (the "Deposit"). The Deposit is the only Assessment with respect to the
PD Property, and no further Assessments will be assessed or will become due with respect to the
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PD Property. In the event Developer does not deposit said One Million Five Hundred Thousand
and No/100 Dollars ($1,500,000 00) within the later of (i) thirty (30) days of the approval of the
SAP and the Assessment Ordinance by the City Council or (u) thirty (30) days after the Developer
has closed on the portion of the PD Property that will become the multifamily tract, the City can
terminate the Agreement after providing Developer ten (10) days to cure said default; provided
that if the Developer does not close on the multifamily tract within thirty (30) days of the approval
of the SAP and the Assessment Ordinance by the City Council, then either Party may terminate
this Agreement.
5.3 City's Contribution. Within thirty (30) days following the approval of the SAP and
the Assessment Ordinance by the City Council, City shall deposit the sum of Four Million Six
Hundred Thirty -Five Thousand Four Hundred Fifty and No/100 Dollars ($4,635,450.00) into
the Improvement Account to be used by the Developer towards the Authorized Improvement Costs
and the City towards Administrative Expenses.
5.4 Payment for Authorized Improvements. Developer shall monthly on dates agreed
to by the Parties provide or cause its engineer to provide the City copies of invoices and pay
applications under the applicable construction contract for the Authorized Improvements promptly
upon receipt. The City shall have fifteen (15) business days from the date of receipt of said of
invoices and pay applications to object to the invoices or pay applications. The Developer will
consider all reasonable objections to the invoices and pay applications but the final decision
regarding approval of invoices and pay applications shall remain with the Developer. The City
agrees to pay each acceptable pay application from the Improvement Account within thnty (30)
days of receipt of a pay application, less ten percent (10%) retainage on the Authorized
Improvements reflected within such application request. Developer shall obtain City Engineer
approval prior to the release of said retainage and such retamage is to be funded within thirty (30)
days after final completion of the work under this Agreement. If, after ninety (90) days after the
pay application was originally due, City fails to make a payment for an applicable pay application
when due from the Improvement Account, Developer has the right, but not the obligation, to pay
the City's portion of such pay application and charge the City interest on the unpaid balance until
the City pays its portion of such pay application. Interest shall be at 6% per annum or the maximum
rate allowed by law, whichever is lower.
5.5 Cost Overrun. In advance of letting a contract for the Authorized Improvements,
the City may confirm that the cost for construction of such Authorized Improvements is generally
consistent with the estimated cost provided on Exhibit C of this Agreement. If the total Authorized
Improvement Costs in the aggregate exceed the total amount of monies on deposit in the
Improvement Account, the City shall be responsible for the remainder of the costs of the
Authorized Improvements.
5.6 Cost Underrun. Upon the final acceptance by the City of an Authorized
Improvement (or each segment or a portion thereof) and payment of all outstanding invoices by
the Developer for such Authorized Improvement (or each segment or a portion thereof), if the
actual cost of such Authorized Improvement is less than the budgeted cost (a "Cost Underrun"),
any remaining budgeted cost will be available to pay Cost Overruns on any other Authorized
Improvements
8
ARTICLE VI
DEVELOPMENT
6.1 Full Compliance with City Standards.
(a) In the event of any conflict between this Agreement and any City Regulation, the
City Regulations shall control. Development of the PD Property shall be subject to the City
Regulations. To the extent the Plan Use Development varies from the City Regulations, then the
Plan Use Development shall control.
(b) Any revision to the Plan Use Development, if approved by the City, shall be
considered an amendment to Exhibit D to this Agreement, and shall replace the attached Plan T 1se
Development and become a part of this Agreement.
6.2 Vested Rights. This Agieement shall constitute a `permit" (as defined in Chapter
245 of the Texas Local Government Code) that is deemed filed with the City on the Effective Date.
6.3 Zoning of Property. Currently, the Property and PD Property are each zoned M-1,
Planned Unit Development, Business Park 288, and R-3.
6.4 Development, Review and Inspection Fees. Development of any portion of the
Property shall be subject to payment to the City of the applicable fees according to the City's
Regulations, including without limitation fees relating to permit, inspection, platting, zoning
requests, and any other charges and fees not expressly exempted or altered by the terms of this
Agreement.
6.5 Infrastructure All Authorized Improvements shall be designed, constructed and
installed in compliance with the City Regulation's in effect on the Effective Date including
obtaining payment and performance bonds for the Authorized Improvements. Construction and/or
installation of Authorized Improvements shall not begin until complete and accurate plans and
specifications have been approved by the City Each of such contracts shall require a two -yeas
maintenance bond following completion, which bond shall run in favor of the City. The Authorized
Improvements will be installed within the public right-of-way or in easements granted to the City.
6.6 INDEMNIFICATION AND HOLD HARMLESS
THE Developer AND ITS SUCCESSORS AND ASSIGNS shall indemnify and hold
harmless the City, Its officials, employees, officers, representatives and agents (each an
"Indemnified Party"), from and against all actions, damages, claims, losses or expense of
every type and description to which they may be subjected or put: (i) by reason of, or
resulting from the breach of any provision of this Agreement by the Developer; (ii) the
negligent design, engineering and/or construction by the Developer or any architect,
engineer or contractor hired by the Developer of any of the PUBLIC IMPROVEMENTS
acquired from the Developer hereunder; (iii) the Developer's nonpayment under contracts
between the Developer and its consultants, engineers, advisors, contractors, subcontractors
and suppliers in the provision of the PUBLIC IMPROVEMENTS; (iv) any claims of persons
employed by the Developer or its agents to construct the PUBLIC IMPROVEMENTS; or
(v) any claims and suits of third parties, including but not limited to developer's respective
9
partners, officers, directors, employees, representatives, agents, successors, assignees,
vendors, grantees, and/or trustees, regarding or related to the PUBLIC IMPROVEMENTS
or any agreement or responsibility regarding the PUBLIC IMPROVEMENTS,
INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE
PARTIAL NEGLIGENCE OF an indemnified party (the "CLAIMS"). Notwithstanding
the foregoing, no indemnification is given hereunder for any action, damage, claim, loss or
expense determined by a court of competent jurisdiction to be directly attributable to the
willful misconduct OR SOLE NEGLIGENCE of any Indemnified Party. Developer is
expressly required to defend City against all such Claims, and City is required to reasonably
cooperate and assist Developer in providing such defense.
In its reasonable discretion, City shall have the right to approve or select defense
counsel to be retained by Developer in fulfilling its obligations hereunder to defend and
indemnify the indemnified parties, unless such right is expressly waived by City in writing.
The Indemnified Parties reserve the right to provide a portion or all of their/its own defense,
at their/its sole cost; however, Indemnified Parties are under no obligation to do so. Any
such action by an Indemnified Party is not to be construed as a waiver of Developer's
obligation to defend Indemnified Parties or as a waiver of Developer's obligation to
indemnify Indemnified Parties pursuant to this Agreement. Developer shall retain City -
approved defense counsel within seven business days of written notice from an Indemnified
Party that it is invoking its right to indemnification under this Agreement. If Developer fai1S
to retain counsel within such time period, Indemnified Parties shall have the right to retain
defense counsel on THEIR own behalf, and Developer shall be jointly and severally liable for
all reasonable costs incurred by Indemnified Parties.
This Section shall survive the termination of this Agreement.
THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION
COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND THE EXPRESS
NEGLIGENCE TEST, AND IS VALID AND ENFORCEABLE AGAINST THE
DEVELOPER.
ARTICLE VII
INSPECTION AND PERMITTING
The City shall inspect or cause to be inspected, as required by City Regulations, the
construction of the Authorized Improvements. The City's inspections shall not release the
Developer from its responsibility to construct, or ensure the construction of, adequate Authorized
Improvements and infrastructure in accordance with approved engineering plans, construction
plans, and othei approved plans related to development of the Property. The City shall be the
beneficiary of the required two-year maintenance bond the Developer shall provide for all
Authorized Improvements.
If the City finds that such improvements have been completed in accordance with the final
plats and specifications approved by the City (or any modifications thereof approved by the City),
and in accordance with all othei applicable laws and City Regulations, the City shall accept the
10
same whereupon ownership of such improvements shall be transferred to the City and be operated
and maintained by the City at its sole expense.
ARTICLE VIII
TERM
The term of this Agreement shall be for a period of fifteen (15) years after the Effective
Date and satisfaction of the Value Period as provided in Section 9.5 of this Agreement, whichever
is later. If allowed by applicable law, the Parties hereto may extend the term of this Agreement if
they execute an agreement in waiting. This Agreement shall teiminate automatically without
further notice to the City and Developer in the event the SAP is not approved by December 1,
2025.
ARTICLE IX
EVENTS OF DEFAULT; REMEDIES
9.1 IHvents of Default. Other than as specified in Section 9.2 and Section 9.3 below, no
Party shall be in default under this Agreement until (i) Notice of the alleged failuie of such Party
to perform has been given in writing (which Notice shall set forth in ieasonable detail the nature
of the alleged failure) and (ii) such Party has been given a reasonable time to cure the alleged
failure (such ieasonable time to be determined based on the nature of the alleged failure, but in no
event more than 30 days after written Notice of the alleged failure has been given).
9.2 Insolvency. If a Bankruptcy Event occurs with respect to a Party and such
Bankruptcy Event is not discharged, stayed or dismissed within ninety (90) days of such event,
then such Party shall be in default under this Agreement.
9.3 Ad Valorem Taxes. If Developer allows its ad valorem taxes owed to the City of
Pearland, Texas, to become delinquent and fails to timely and properly follow the legal procedures
foi protest and/or contest of such taxes and to cure such failuie within thirty (30) days after written
notice thereof from the City and/or Brazoria County Central Appraisal Distiict, then Developer
shall be in default under this Agreement.
9.4 Remedies. If a Party is in default, the aggrieved Party may at its option and without
prejudice to any other right or remedy under this Agreement, seek any relief available at law or in
equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, or
actions for specific performance, mandamus, or injunctive relief.
9.5 PILOT Agreement. Developer agrees that the value of the multi -family tract of the
PD Property by the Value Date shall be a minimum taxable assessed value of Forty -Nine Million
and No/100 Dollars ($49,000,000.00). "Value Date" means the date that is five (5) years following
the date the City completes, or causes the completion of, the Authorized Improvements necessary
to permit Developer to operate the project on the multi -family tract. In the event the minimum
taxable assessed value of the multi -family tract is less than Forty -Nine Million and No/100 Dollars
($49,000,000.00) during the period commencing on the Value Date and ending on the date that is
five (5) years thereafter (the "Value Period"), Developer covenants and agrees to make a payment
in lieu of taxes ("PILOT ') payment to the City for the difference in actual City ad valorem taxes
11
assessed on the multi -family tract and the City ad valorem taxes assessed at the Forty -Nine Million
and No/100 Dollars ($49,000,000.00) value. Said PILOT payment shall be made by Developer to
City by June 1st of each year there is an assessed value of less than Forty -Nine Million and No/100
Dollars ($49,000,000.00) during the Value Period.
ARTICLE X
ASSIGNMENT AND ENCUMBRANCE
10.1 Assignment. This Agreement may not be assigned without the express written
consent of the other Paity, provided, however, Developei may assign this Agreement to an affiliate
without the consent of the City.
10.2 No Third -Party Beneficiaries. This Agreement only inures to the benefit of, and
may only be enforced by, the Parties and their successors and assigns permitted by this Agieement.
No other person or entity shall have any light, title, or interest under this Agreement or otherwise
be deemed to be a third -party beneficiary of this Agreement.
ARTICLE XI
RECORDATION
11.1 Binding Obligations. This Agreement and all amendments hereto (including
amendments to the Plan Use Development as allowed in this Agreement) and assignments hereof
shall be recorded in the deed records of Brazoria County, Texas. This Agreement binds and
constitutes a covenant running with the multi -family tract. Upon the hffective Date, this
Agreement shall be binding upon the Parties and their successors and assigns permitted by this
Agreement and forms a part of any other requirements for development within the multi -family
tract.
ARTICLE XII
ADDITIONAL PROVISIONS
12.1 Recitals. The recitals contained in this Agreement: (i) are true and correct as of the
hffective Date (ii) form the basis upon which the Parties negotiated and entered into this
Agreement; (iii) are legislative findings of the City Council of the City; and (iv) reflect the final
intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes
necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by
the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect.
The Parties have relied upon the recitals as part of the consideration for entering into this
Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered
into this Agreement.
12.2 Notices. Any Notice, payment or instrument required or permitted by this
Agreement to be given or delivered to any Party shall be deemed to have been received when
personally delivered, tiansmitted by email transmission (which shall be followed by mailing a copy
of the same within 24 hours after such transmission), 24 hours following deposit of the same with
a nationally recognized overnight courier, postage prepaid, or 72 hours following deposit of the
12
same in any United States Post Office, registered or certified mail, postage prepaid, addressed as
follows:
To the City:
City of Pearland, Texas
3 519 Liberty Drive
Pearland, Texas 77581-5416
Attn: Trent Epperson, City Manager
Telephone: (281) 652-1600
Email: tpperson@pearlandtx.gov
With a copy to: City of Pearland, Texas
3 519 Liberty Drive
Pearland, Texas 77581-5416
Attn: Darrin M. Coker, City Attorney
Telephone: (281) 652-1678
Email: dcoker@pearlandtx.gov
To the Developer:
c/o Rockefeller Group Development Corporation
717 Texas Avenue, Suite 1200
Houston, TX 77002
Attn: Philip Cooker; Tim Wooten
Email: peroker@rockefellergroup.com;
twootenrockefellergroup. com
With a copy to: c/o Rockefeller Group Development Corporation
1271 Avenue of the Americas, 24th Floor
New York, NY 10020
Attention: Assistant Secretary
Email: joligino@rockefellergroup.com
With a copy to:
Gibson, Dunn & Crutcher LLP
811 Main Street Suite 3 000
Houston, TX 77002-6117
Attn: Kimberly E. Schlanger
Email: KSchlanger@gibsondunn.com
Any Party may change its address or addresses for delivery of Notice by delivering written Notice
of such change of address to the other Party.
12.3 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
any dispute over the meaning or application of any provision of this Agreement, the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless
of which Party originally drafted the provision.
13
12.4 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
12.5 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements (including, but not limited to, Notices required by the Texas
Open Meetings Act) and that the individual executing this Agieement on behalf of the City has
been duly authorized to do so. Developer represents and warrants that this Agreement has been
approved by appropriate action of Developer, and that the individual executing this Agreement on
behalf of Developer has been duly authorized to do so Each Party respectively acknowledges and
agrees that this Agreement is binding upon such Party and is enforceable against such Party, in
accordance with its terms and conditions and to the extent provided by law.
12.6 Severability. If any provision of this Agieement is determined by a court of
competent jurisdiction to be unenforceable for any season then: (i) such unenforceable provision
shall be deleted from this Agreement; (ii) the unenforceable provision shall, to the extent possible
and upon mutual agreement of the Parties, be rewritten to be enforceable and to give effect to the
intent of the Parties; and (iii) the remainder of this Agreement shall remain in full force and effect
and shall be interpreted to give effect to the intent of the Parties.
12.7 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
the Parties are performable in the City of Pearland, Brazoria County, Texas. Exclusive venue for
any action to enforce or construe this Agreement shall be in the state courts of Brazoria County,
Texas.
12.8 Non -Waiver. Any failure by a Party hereto to insist upon strict performance by the
other Party of any material provision of this Agieement 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
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 purposes
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.
12.9 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
12.10 Further Documents. The Parties hereto agree that at any time after execution of
this Agreement, they will, upon request of the other Party, execute and deliver such further
documents and do such further acts and things as the other Party may reasonably request in order
to effectuate the terms of this Agreements provided, in each case, such obligation shall not increase
any Party s obligations under this Agreement to any non -de minimis extent or decrease any Party's
rights under this Agreement to any non -de minimis extent. This provision shall not be construed
as limiting or otherwise hindering the legislative discretion of the City Council seated at the time
that this Agreement is executed or any future City Council.
14
12.11 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Legal Description and/or Depiction of the Property
Legal Description and/or Depiction of the PD Property
Authorized Improvements and Budgeted Costs
Plan Use Development
12.12 Governmental Powers; Waivers of Immunity. By its execution of this Agreement,
the City does not waive of surrender any of its respective governmental powers, immunities, or
rights except as provided in this section. Developei acknowledges that the City waives its
sovereign immunity as to suit solely for the purpose of adjudicating a claim under this Agreement.
This is an agreement for the provision of goods or services to the City under Section 271.151 et
seq. of the Texas Local Government Code.
12.13 Force Majeure The City and Developer each shall use good faith, due diligence
and reasonable care in the perfoimance of its respective obligations under this Agreement, and
time shall be of the essence in such performance; however, if a Party experiencing Force Majeure
(defined below) has (i) provided written notice to the other Party within three (3) Business Days
after the notifying Party acquires knowledge of such Force Majeure of when the notifying Party
anticipates such Force Majeure will end, a detailed explanation of the Force Majeure and a
description of the action that will be taken to remedy the Force Majeure and (ii) taken reasonable
steps during the existence of the Foice Majeure to mitigate the effects of the Force Majeure, the
time for performance of an obligation under this Agreement (excluding the payment of any
monetary obligations hereunder) shall be extended by an amount equal to the length of time that
the Force Majeure is in effect. In no event shall the time for perfoimance of an obligation under
this Agreement be extended due to Force Majeure for more than thirty (30) days. "Force Majeure"
means any delay suffered by a Party in performing an obligation, exercising a right or meeting a
deadline under this Agreement to the extent such delay is caused by any of the followings war;
acts of terrorism• insurrection; strikes of lock -outs not caused by, or outside the reasonable control
of, the Party claiming an extension; riots; floods; earthquakes; fires; casualties; acts of God; acts
of the public enemy; epidemics; quarantine restrictions; freight embargoes lack of transportation
not caused by, or outside the reasonable control of, the Party claiming an extension; environmental
conditions existing of discovered on or affecting the PD Property, or any portion thereof including
those resulting from the investigation or iemediation of such conditions delays caused by public
utility pioviders or agencies of the State of Texas; litigation that enjoins construction or other work
on the PD Property or any portion thereof. "Business Day" means any day that is not a Saturday,
Sunday or day observed as a holiday by the City, the State of Texas, or the federal government.
12.14 Entire Agreement. This Agreement, including its exhibits and documents executed
in accordance with this Agreement, constitutes the entire agreement between the City and
Developer and supersedes all prior agreements, whether oral or written, covering the subject matter
of this Agreement.
15
12.15 Amendments. This Agreement cannot be modified, amended, or otherwise varied,
except in writing signed by the City and Developer expressly amending the terms of this
Agreement.
12.16 Consideration. This Agreement is executed by the City and Developer without
coercion or duress and for substantial consideration, the sufficiency of which is hereby
acknowledged.
12.17 Form 1295 Certificate. Developer agrees to comply with Texas Government Code,
Section 2252.908 and in connection therewith, the Developer agrees to go online with the Texas
Ethics Commission to complete a Foim 1295 Certificate and further agree to print the completed
certificate and execute the completed certificate in such form as is required by Texas Govermnent
Code, Section 2252.908 and the rules of the Texas Ethics Commission and provide to the City, at
the time of delivery of an executed counterpart of this Agreement, a duly executed completed Form
1295 Certificate.
12.18 Undocumented Workers Provision. Developer certifies that Developer does not and
will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the
Texas Government Code, as amended. If during the Term of this Agreement, Developer is
convicted of a violation under 8 U.S.C. § 1324a(f), Developer shall repay the amount of any public
subsidy provided under this Agreement to Developer by City plus six percent (6.0%), not later
than the 120th day after the date the City notifies Developer of the violation.
12.19 Non -Boycott of Israel Provision. In accordance with Chapter 2270 of the Texas
Government Code, a Texas governmental entity may not enter into an agreement with a business
entity for the provision of goods or services unless the agreement contains a written verification
from the business entity that it: (1) does not boycott Israel; and (2) will not boycott Israel during
the term of the agreement. Chaptei 2270 of the Texas Government Code does not apply to a (1) a
company that is a sole proprietorship; (2) a company that has fewer than ten (10) full-time
employees, or (3) the contract has a value of less than One Hundred Thousand Dollars
($100,000.00). Unless Developer is not subject to Chapter 2270 of the Texas Government Code
foi the seasons stated herein, the signatory executing this Agreement on behalf of the Developer
verifies that Developer does not boycott Israel and will not boycott Israel during the Term of this
Agreement.
12.20 Prohibition on Contracts with Certain Companies Provision. In accordance with
Section 2252.152 of the Texas Government Code, the Developer covenants and agrees that
Developer is not on a list maintained by the State Comptroller's office prepared and maintained
pursuant to Section 2252.153 of the Texas Government Code.
12.21 Verification Against Discrimination of Firearm or Ammunition Industries Pursuant
to Chapter 2274 of the Texas Government Code , unless otherwise exempt, if the Developer
employs at least ten (10) full-time employees and this Agreement has a value of at least $100,000
that is paid wholly or partly from public funds of the City, the Developer represents that: (1) the
Developer does not have a practice, policy, guidance, or directive that discriminates against a
16
firearm entity or firearm trade association; and (2) the Developer will not discriminate during the
Term of the Agreement against a firearm entity or firearm trade association.
12.22 Verification Against Discrimination Developer Does Not Boycott hnergy
Companies. Pursuant to Chaptei 2276 of the Texas Government Code, unless otherwise exempt,
if the Developei employs at least ten (10) full-time employees and this Agreement has a value of
at least $100,000 that is paid wholly or partly from public funds of the City, the Developer
represents that: (1) the Developer does not boycott energy companies; and (2) the Developei will
not boycott energy companies during the Term of this Agreement.
[The Remainder of this Page Intentionally Left Blank]
17
EXECUTED by the City and Developer on the respective dates stated
below. Date: August 11, 2025
ATTEST:
Frances Aguilar, City `'.ecltary, TRMC, MMC
CITY:
CITY OF PEARLAND, TEXAS,
a Texas home -rule municipality,
By:
APPROVED AS TO FORM:
A
Al al,
Darrin M. Coker, City Attorney
STATE OF TEXAS
COUNTY OF HARRIS
aManager
Trent E �. -
„•% QUA LA
This instrument was acknowledged before me on the I 1 dayof fru
g
Epperson, City Manager of the City of Pearland, Texas, a Texas home -rule
of said Texas municipality.
(SEAL)
, LESLY DELGADO
`�� Y P`'��n Notary Public, State of Texas
o%• i\,:0 Comm. Expires 04.01.2029
*1,4, Oi +$ Notary ID 128978677
No
ate o S exas
2025 by Trent
nicipality, on behalf
Name rinted or typed
Commission Expires: o'4(oi 18S
[Signature Page to Smith Ranch Road Public Improvement District Development Agreement]
Date:
STATE OF Tout,)
COUNTY OF
DEVELOPER:
Rockefeller Acquisitions LLC,
a Delaware limited liability company,
By:
Name: PNi c, IP cR.Mtnt
Its: 6ti%)r02 i+nAmot.rdca
This instrument was acknowledged before me on the 311 Ct day of J ‘A-1
2025 by Nik tL( 611\49 of Rockefeller Acquisitions LLC, Delaware
limited liability company,M��on behalf of said Delaware limited liability company.
J
Notary Public, State of ¶4'U
[Signature Page to Smith Ranch Road Public Improvement District Development Agreement]
Exhibit A
Legal Description and/or Depiction of the Property
Approximate 78.732 Acres
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[Exhibit A —Page 1]
Exhibit B
Legal Description and/or Depiction of PD Property
Approximate 16.18 Acres
Tract 1:. Being a tract or parcel containing 13.374 acres (582,582 square feet) of land situated in
the H.T. & B.R.R. Co. Survey, Sec, 85, Abstract Number 304, Brazoria County, Texas; being
out of and a part of Lots 4 and 5, Allison Richey Gulf Coast Home Company Subdivision of said
H.T. & B.R.R. Co. Survey, Sec. 85, A-304 (hereinafter referred to as the Allison Richey Plat), a
subdivision plat of record in Vol. 2, Pg. 107, Brazoria County Plat Records; Tract 2: Being a
tract or parcel eontaining 1.999 acres (87,063 square feet) of land situated in the H.T. & B.R.R..
Co. Survey, Sec. 85, Abstract Number 304, Brazoria County, Texas; being out of and a part of
Lot 5, Allison Richey Gulf Coast Home Company Subdivision of said H.T. & B.R.R. Co. Survey,
Sec. 85, A-304 (hereinafter referred to as the Allison Richey Plat), a subdivisron plat of record in
Vol. 2, Pg. 107, Brazoria County Plat Records; being all of a called 1.0638 acre tract of land
conveyed to Alimas Properties, Ltd.. as described by deed recorded under Brazoria County
Clerk's File Number 2013000516; being all of a called 0.78 acre tract (Tract #2) of land
conveyed to Alimas Properties, Ltd. as described by deed recorded under B.C.C.F. Number
2006026952; Tract 3: Being a tractor parcel containing 1.000 acre (43,560 square feet) of land
situated in the H.T. & B.R.R. Co. Survey, Sec. 85, Abstract Number 304, Brazoria County,
Texas; being out of and a part of Lot 6, Allison Richey Gulf Coast Horne Company Subdivision
of sad H.T. & B.R.R. Co. Survey, Sec. 85, A-304, a subdivision plat of record in Vol. 2, Pg. 107,
Brazoria County Plat Records, being all of a called 1.00 acre tract of land conveyed to TLR
Investments, LLC as described by deed recordedunder Brazoria County Clerk's File Number
2019029710.
[Exhibit B — Page 1 ]
Exhibit C
Authorized Improvements and Budgeted Costs
FREESE
�IEll NICHOLS
trinowttvt approaches
Pratrcal rtaults
Outstanding service
OPINION OF PROBABLE CONSTRUCTION COST
PROitCr UAW
CtiENT
% SUBMITTAL
Regional Smith Ranch VvV. Impro.tment
City of P•atiand
Prthminar/ Engineering
DATE
5/10/2024
ITEM
DESCRIPTION
QUANTITY
UNIT
UNIT PRICE
TOTAL
GENERAL
WORK
1
MOBILIZATiof
MAX 3%
OF
TOTAL
COS' 1
f
S
U
5 I06,.
r 206,000
_ ___
2
TRAFFIC
CONTROL
1
LS
5 25,000.00
25,000
3
STORM
WATLA
POLLUTIOtt
PRCVtNTIOtt
PLAN
MAD
CONTROL
1
r
LS
5 20,000.00
5 ►00100
s
,
4
TRENCH
SAFETY
4300
LS
S S.QO
S 21.500
5
GROUNDWATER
CONTROL
FOR
OPEN
-CUT
CONSTRUCTION
4300
LS S 30.00
S• 129,004
6
SEEDING
1_
_
LS S 20,000.00
S 20,000
_HYDROMULCH
a
GRAVITY
SANITARY
SEWER
-
7
FURNISH
CONSTRUCTION1400
AND
INSTALL
8"
PVC
SDR-26
SANITARY
SEWER
BY OPEN
-CUT
LF
5 128.00
5 179,200
1
I
1
8
FURNISH
CONSTRUCTION
AND
INSTALL
10' PVC
SDR•26
SANITARY
SEWER
BY
OPEN
-CUT
600
if
5 160.00
5 96.C100
9
FURNISH
CONSTRUCTION
AND
INSTALL
12'
PVC
SDR-26
SANITARY
SEWER
BY
OPEN
-CUT
2300
LE
5 192.00
S 441,600
10
FURNISH
AND
INSTALL
S' PRECAST
CONCRETE
DIAMETER
MANHOLE
7
I
EA
S 18,000.00
,
S 126,000
11
FURNISH
AND
INSTALL
61
PRECAST
CONCRETE
DIAMETER
MANHOLE
5,
EA
5 20,000.00
S 100,000
•
12
POST
CONSTRUCTION
CLEAN
AND
TV
INSPECTJON
OF 3-12'
PIPE
4300
LF
5 3.00
5
12,900
13 _REMOVE
AND
REPLACE
CONCRETE
DRIVEWAY
100_
SY
S 150.00
S
15,000
_
_
LIFT
STATION
11
WET
WELL
STRUCTURE
CONSTRUCTION
1
LS
S 430,000.00
S 480,000
•
15
TWO
(2)
SUBMERSIBLE
PUMPS
FOR
0.8
MGD
PEAK
FLOW
1
•
LS
5 160 000•.00
S 160,000
�MISC.
1
16
ELECTRICAL
EQUIPMENT
1�
LS
5 255,000.00
S 255,000
17
i
PIPING
AND
VALVES
1
13
5 105,000.00
S 105,000
• 1E
GENERATOR
1�
LS
5 95 000.00
5
4
95.000
19
SITE
IMPROVEMENTS
1
LS
5 10,000.00
5
10,000
1
FORCE
MAIN
20
FURNISH
AND
INSTALL
6" PVC
FORCE
MAIN
BY TRENCHLESS
CONSTRUCTICJ
3700
IF
S 140.00
5 518,000
21
I
r
FURNISH
AUGER
AN
AND
D
INSTALL
BO
R
C
6" PVC
FORCE
MAIN
IN
12' STEEL
CASING
PIPE
BY
1000
L.
S 600.00
S 600,000
22 ear
COMBINATION
AIR
RELEASENACUUM
VALVE
&
MANHOLE
�+ 7
5_
EA
S 17 500.00
S 821 250
23
TO DISCHARGE
MANHOLE
or
1 EA
S 10,000.00
S
10,000
_CONNECT
PROPERTY R EASEMENT ACQUISITION S
CONTINGENCY
SUBTOTAL
FNG/SURVFY
2S%
S
2 SO, 000
965,000
4,$22,450
PROJECT TOTAL (2024 COSTS)
5
5, 78 /,4 S0
COST ESCALATION ?ACTOR
PROJECT TOTAL (202S COSTS)
5.O%
S
290,000
S 6,077,450
R►t t5r na: no corers ct,gr list co:t ct ItlQor. •n.te•ita: tTJrefit or our Mt C:•rtrwtr : Tett�c: ct Ctterinr•irs prior cr o.er croeti vt citric Or mrtet tomtit : O,riof+: ;+ pr»tit
COLt: prov.oea ntt.bn trt t Oft etc leetelbetOn ►.'►: wn to Ens rev r. tin t one es-.3 rertvr. WI re Ersteer: fl rent t: • otsn prof t chat harm Jar v►rtt Tilt ccn:vtreson trdu;' / The Ersrcer
Ctrv►7 and COO rc Inallet the ''DPrr:. D C:. or Eta :crl::-yct vt ant: nit rct •.r hor' its *On On: or p':t.pr! cots
NOTES:
1 FNI OPCC classified as an AACE Class 5 Estimate with accuracy range or -30 to • S0
[Exhibit C —Page 1]
Exhibit D
Plan Use Development
Ord. 200M-239
Domain at Smith Ranch
Mixed Use
Planned Development
October 13, 2022