R2007-201 2007-12-17 RESOLUTION NO. R2007-201
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A CONTRACT WITH URBAN SOLUTIONS ASSOCIATES,
LLC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain contract between the City and Urban Solutions
Associates, LLC, 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 contract between the City and Urban Solutions
Associates, LLC.
PASSED, APPROVED and ADOPTED this the 17th day ecember, A.D., 2007.
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q�A._i ,, I RE I D
xs. MAYOR
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ATTEST: 1.u' �� /
Y• NG0RFIN R
Y SECRETARY
APPROVED AS TO FORM:
(k_\0/1,: )(1.
DARRIN M. COKER
CITY ATTORNEY
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USA PARTNERS * SPORTS ALLIANCE
AGREEMENT
This Agreement is entered into this 15TH day of December, 2007, by
and between Urban Solutions Associates, LLC DBA USA Partners * Sports Alliance
(hereafter USAP, 230 Canal Boulevard, Suite 3, Ponte Vedra Beach, FL 32082, and
the City of Pearland (hereafter the "City").
WHEREAS, USAP is skilled in fundraising, sports design and operations,
celebrity events with respect to sports facilities and wishes to assist the City in
raising cash and obtaining in-kind services for the Pearland Regional Sports Park
which is estimated to cost approximately$25,000,000; and,
WHEREAS,The City desires assistance with respect to obtaining the capital
to complete construction of its Pearland Regional Sports Park complex;
NOW THEREFORE, the parties agree as follows:
1. TERM OF AGREEMENT: The term of this Agreement shall be one year from
the date of the agreement.
2. SCOPE OF USAP SERVICES: USAF' agrees to do and provide each of the
following for the benefit of the City:
A. USAF'will register with Texas Secretary of State as a foreign LLC to obtain
authorization to do business in Texas within 5 business days of the date
of this agreement;
B. USAF' will review the current City plans and budget to see if any
discounts or other in-kind services are available within the USAF'network
and will present a final fundraising goal by January 15th, 2008, which
goal will not be less than$12,500,000;
C. USAF' guarantees it will raise at least $2,500,000 in cash and/or
approved in-kind services for the City within 180 days of the date of this
Agreement ("Initial Performance Period"). Failure to raise at least
$2,500,000 cash and/or approved in- kind products or services during
the Initial Performance Period shall result in USAF' forfeiting and
refunding to the City the entire Engagement Deposit referenced below;
D. USAP and the Legends celebrity network, with which USAP is affiliated,
will organize and attend a To Be Determined (MD) _ , 2008,
Public Relations event to announce the fund raising program and a major
celebrity golf tournament in 2008 and circulate information respecting
the tournament to its network of partners for attendance, contributions
and sponsorship opportunities. USAP will be responsible for all •
marketing, event related management and will secure at least four (4)
Legends members to attend the event;
230 Canal Boulevard,Suite 3•Ponta Vedra Beach,FL 32082
0 904.543.7285 • C 904.910.5318 • F 904.543.7287
USA PARTNERS * SPORTS ALLIANCE
3. CONSIDERATION: As Consideration for its services, USAP shall receive the
following:
A. An Engagement Deposit of $250,000.00 which will be paid to USAP
following the signing of this agreement. The engagement deposit will be
disbursed in five equal installments commencing December 19, 2007,
due on the 19TH day of the next four months ("installment Period"):
January, February, March, and April, and 2008. The City has the right to
terminate this Agreement at any time during the Installment Period. In
the event the City exercises the termination rights contained herein,
USAP shall forfeit and refund, to the City, any portion of the Engagement
Deposit previously paid by the City.
B. A success fee of 12.5% of all funds and approved in-land products or
services raised or obtained by USAP for the City in excess of$2,500,000,
during the term of this Agreement. Payments from the City to USAP will
be made monthly following receipt of funds and/or in-kind services by
the City.
C. USAP will offer, and the City has the option of accepting, a matching
grant design service that will place an emphasis on multi-purpose uses
for special needs. These design templates will focus on federal, state and
foundation funding sources that have been successful in other USAP
funded projects. This service represents an in kind value of 3.5% of the
overall recreation budget that will require a 3.5% design fee. For
example, a $1,000,000 approved phase would require a $35,000 design
fee and USAP will donate the other design services of$35,000. The City
is under no obligation to use these services if existing design services
have been completed. USAP will engage KRWDesign to perform the
design services. KRWDesign's owner spent 18 years as the head of
recreational design for golfing legend, Arnold Palmer's design company -
Palmer Course Design Company. If the City opts not to use USAP Design
services, the in-kind value of such will not be included in the calculation
of in-kind services generated by USA?; This is an option to the city which
the city has every right not to utilize. The city has the rights to choose
whatever engineer/architect firm they desire.
D. USAP shall also be entitled to reimbursement of its travel, lodging,
materials and entertainment expenses related directly to this project; all
expenses for which reimbursement is sought have to be pre-approved in
advance by the City. USAP shall not be entitled to any reimbursement of
any expenses unless and until USAP shall have successfully raised
$500,000.00 in cash for the City. Payable expenses shall be invoiced
monthly and paid within 30 days of invoice. It is understood that that all
USA Partners consulting fees will be paid out of the engagement deposit.
230 Canal Boulevard,Suite 3•Ponte Vedra Beach,FL 32082
0 904.543.7285 • C 904.910.5318 • F 904.543.7287
USA PARTNE S SPORTS ALLIANCE•
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E. On or before January
15, 2008, USAP will complete a grant template
document that will position the City as a major youth sports destination
to compete for regional and national youth tournaments for baseball,
soccer and other activities with special design considerations for special
needs and FEMA-Homeland Security emergency uses. This grad t
document, once approved by the City, will to be promptly s
to
USAF'funding partners;
F. USAP herewith commits to raising a minimum of $ 2,500,000 cash in
matching grants and/or City approved in-kind product and services
during the Initial Performance Period, and completion of the ultimate
t go a
l
of at least$ 12,500,000 during the 12 month term of this Agre
best efforts basis. An example of approved in-kind products would be
City receipt of artificial turf or stone base at preferred vendor discount
value which value can be confirmed and credited as an approved in-kdnd
grant (i.e., if the market value of the turf or stone is $100,000 and the
City is able to obtain it through U SAP's efforts as a cost of$50,000, USAP
shall be credited with having raised $50,000 in-kind.)The City, at its sole
discretion, must approve both any in-kind product or service and agree to
the value to be assigned to the in-kind product or service; but in no event
shall the City be required to accept in-kind products or services under the
terms of this Agreement.
G. USAP 8c the Legends celebrity network will, within the first 60 days of the
date of this agreement, organize a 2008 fundraising golf tournament and
local fundraising campaign with the intent of creating a national
mentoring program to attract young people from around the state and
country. The format of this tournament will. be such that it can be'
conducted as an annual fund raising event by the City;
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H. USAP will provide a monthly written report to the City detailing its efforts,
grant applications, and status of funds received to date, no later than the
15th day of each month, commencing January 15, 2008 (it is understood
that the final report and invoices will be submitted in December, 2008,
following expiration of the one year term of this agreement but will be
treated as if submitted during the 12 month term of this agreement);
USAP will adhere to all mandated "safe harbor" success fee grant and
Investment Banking guidelines which guidelines will be submitted to City
for review and must approved in advance by the City;
J. USAF' shall insure that all cash secured for the City is paid directly to the
City within thirty days of its receipt by USAP.
230 Canal Boulevard,Suite 3•Ponte Vedra Beach.FL 32082
0 904.543.7285 • C 904.910.5318 • F 904.543.7287
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USA PARTNERS * SPORTS ALLIANCE VAS.
4. ILLEGAL ALIENS: USAP shall not knowingly employ or contract with
an illegal alien to perform work under this agreement, or enter into a
contract with a subcontractor that fails to certify to USAP that the
subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under this public contract.
a. USAP has verified or attempted to verify through participation in
the United States Citizenship and Immigration Services' Basic
Pilot Employment Verification Program (hereinafter referred to as
the "Basic Pilot Program") that USAP does not employ any illegal
aliens. If USAP has not been accepted into the Basic Pilot
Program prior to entering into this agreement, USAP shall apply
to participate in the Basic Pilot Program every three months
until USAP is accepted or the agreement for services has been
completed, whichever is earlier. USAP shall not use the Basic
Pilot Program to undertake pre-employment screening of job
applicants while the agreement is being performed.
b. If USAP obtains actual knowledge that a subcontractor
performing work under this agreement knowingly employs or
contracts with an illegal alien, USAP shall:
i. Notify the subcontractor and the City within three days that
USAP has actual knowledge that the subcontractor is employing
or contracting with an illegal alien; and
ii. Terminate the subcontract if within three days of receiving
actual notice the subcontractor does not stop employing or
contracting with the illegal alien, except that USAP shall not
terminate the subcontractor if during such three days the
subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with
an illegal alien.
iv. If USAP violates the provisions of this section, the City may
terminate the agreement for breach and USAP shall be liable for
actual and consequential damages.
5. BUSINESS RELATIONSHIP: Nothing in this agreement shall be construed to
create any business relationship between the parties other than USAP
performing services as an independent contractor for the City. USAP shall
not have the authority to contract in the name of the City, or incur any debt
in the name of the City.
230 Canal Boulevard,Suite 3•Ponte Vedra Beach,FL 32082
0 904.543.7285 • C 904.910.5318 F 904.543.7287
USA PARTNERS * SPORTS ALLIANCE .:
6. INTEGRATED AGREEMENT: This Agreement, with Attachment A,
constitutes the entire agreement between the parties, and there are no
agreements, understandings, restrictions, warranties, or
representations between them other than those set forth herein.
7. CITY POLICIES: The parties understand and agree, that the City policies
related to capital construction apply to this agreement, and USAF agrees to
abide by and follow the mandates of all such City policies. •
8. CHOICE OF LAW: The laws of Texas shall govern this agreement. Any
action, whether Iegal or by arbitration or mediation, shall be held in
Brazoria County, Texas. Any legal action shall be brought in the
courts of Brazoria County, Texas.
9. TIME: Time is of the essence for this Agreement.
10. ATTORNEY FEES: In the event of any action between the parties,
whether by arbitration or litigation, for the recovery of any payment
due under this Agreement, or for the breach of any provision of this
Agreement, the prevailing party shall be entitled to recover from the
non-prevailing party all of prevailing party's costs and expenses
incurred, including its reasonable attorney fees and other related legal
expenses.
11. ASSIGNMENT: No assignment by a party hereto of any rights under or
interests in this agreement will be binding on another party hereto
without the written consent of the party sought to be bound; and
specifically but without limitation moneys that may become due and
moneys that are due may not be assigned without such consent
(except to the extent that the effect of this restriction may be limited
by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the
assignor from any duty or responsibility under this Agreement.
230 Canal Boulevard,Suite 3•Ponte Vedra Beach,FL 32062
0 904.543.7285 • C 904.910,5318 • F 904.543.7287
USA PARTNERS k SPORTS ALLIANCE
Attachment A to USAF - City of Pearland Agreement
USAF Funding Sources
USA Partners *Sports Alliance:
1: US Soccer Foundation: $500,000 request
2. USGA: $250,000 request
3. American Youth Football: $250,000 request
4. Tiger Woods Foundation: $100,000 request
5. Arnold 85 Winner Palmer Foundation: $ 250,000 request
6. Golf Course Superintendents Association: $250,000 request
7. PGA Tour: TBD
8. Nike Go: $50,000 request
9. eBay Foundation: $ 1 million matching grant ($50 million available)
10.Fieldturf/TourTurf/Sprinturf:TBD in-kind request
Corporate / Foundation Contacts:
1. American Express Foundation: John Linen,Vice Chairman
2. Nationwide Insurance Foundation: Wayne Jergenson, CEO
3. Wyeth Foundation: Robert Essner, Chairman&CEO ($500 million)
4. Myriad World Resort: Nick Lopardo, Chairman ($2.3 billion project to
leverage)
5. Bank of America Foundation: Hugh McCall, Former Chairman ($200 million)
Federal Programs:
1. Laura Bush-Anti-Gang Mentoring Fund ($50 million per year)
2. EPA-Brownfield Program($729 million) •
3. HUD - Brownfield Program ($729 million)
4. HUD-Youth Build Program ($65 million)
5. HHS-Youth Obesity Program ($1.2 billion)
6. HHS-Community Service Block Grant ($495 million)
7. Homeland Security-FEMA Staging- Emergency Responder pilot site
8. Department of Nation Parks and Services
9. USA Freedom Corp-($450 million youth mentoring program)
10.Department of Education- ($32 million Community Technology Center)
230 Canal Boulevard,Suite 3•Ponte Vedra Beach,FL 32082
0 904.543.7285 • C 904.910.5318 • F 904.543.7287
USA PARTNERS * SPORTS ALLIANCE1N
IN WITNESS WHEREOF, THE PARTIES HAVE SET THEIR HANDS THE DAY
AND YEAR FIRST ABOVE WRITTEN.
Urban Solutions Associates, LLC, City of Pearland,Texas
DBA USA Partners*Sports Alliance
By ../76 - By
JD Daniel Bill Eisen
Managing Principal City Manager
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230 Canal Boulevard,Suite 3•Ponta Vedra Beach,FL 32082
0 904.543.7285 • C 904.910.5318 e F 904.543.7287