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R2010-139 - 2010-10-1119: [Q. IFA I kI ICS 0: 1 =991 k A A Section 1. That certain Administrative Services 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 Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an Administrative Services Agreement with the Pearland Economic Development Corporation. TON/rRt I D MAYOR ATTEST: DARRIN M. COKER CITY ATTORNEY ADMINISTRATIVE SERVICES CONTRACT BETWEEN THE CITY OF PEARLAND, TEXAS AND THE PEARLAND ECONOMIC DEVELOPMENT CORPORATION STATE OF TEXAS COUNTY OF BRAZORIA THIS CONTRACT FOR SERVICES "Contract is made by and between the City of Pearland (hereinafter called "City and the Pearland Economic Development Corporation (hereinafter called "Corporation for the purpose of contracting for administrative services of the staff and employees of City. WITNESSETH WHEREAS, on January 21, 1995 City's voters approved the establishment of an Economic Development Corporation pursuant to Secion 413 of the Economic Development Corporation Act of 1979 (the "Act to promote and develop new and expanded business enterprises on behalf of the City of Pearland; and WHEREAS, the Board of Directors of Corporation and City have previously approved the Articles of Incorporation and the Bylaws of Corporation; and WHEREAS, Section 7.06 of said Bylaws provide that City and Corporation shall execute an administrative services contract for services to be provided to Corporation by City; and WHEREAS. City and Corporation desire to contract for administrative services as authorized by the Act. AGREEMENT NOW, THEREFORE, City and Corporation, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows: ARTICLE I SCOPE OF SERVICES TO BE PROVIDED BY CITY The City will furnish items and perform those Administrative Services for fulfillment of the Contract as identified in the Scope of Services attached hereto as Exhibit "A." ARTICLE 2 CONTRACT TERM The term of the Contract shall be ten (10) years from the date of execution by the parties, unless sooner terminated as provided herein. ARTICLE 3 CONTRACT PRICE Corporation shall pay City for the Administrative Services contemplated herein as follows: For all Administrative Services listed in Exhibit "A" except any item specifically listed as being a separate expense, a monthly flat fee (the "Flat Fee of $98,297 for the first year of the Contract. The Flat Fee shall be increased annually by five (5) percent. In addition to the Flat Fee, Corporation shall pay City for all items that incur a separate expense. ARTICLE 4 PAYMENT PROCEDURES Corporation hereby authorizes City to transfer funds on a quarterly basis from Corporation's accounts to City's accounts to cover all amounts from the previous quarter owed to City under the Contract. ARTICLE 5 TERMINATION The Contract may be terminated before expiration of the Contract term upon occurrence of any of the following events: (1) Both parties agree in writing to terminate the Contract at any time; (2) Either party fails to fulfill its obligations as set forth herein, upon which breach the other party may terminate the Contract immediately; or (3) Either party gives the other party written notice of termination to take effect not sooner than thirty (30) days after said notice is given. ARTICLE 6 INDEMNIFICATION Corporation agrees, to save and hold harmless City and its agents, officers and employees from all claims and liability due to activities of itself, its agents, officers, or employees, performed under the Contract and which are caused by or result from error, omission, or negligent act of Corporation or of Corporation's agents, officers, and employees. Corporation shall also save harmless City and its agents, officers, and employees from any and all expense, including, but not limited to, attorney fees which may be incurred by City in litigation or otherwise resisting said claim or liabilities which may be imposed on City as a result of such activities by Corporation, its agents, officers, or employees. This indemnity shall not include claims based upon or arising out of the willful misconduct of City, its agents, officers or employees. Further, this indemnity shall not require payment of a claim by City or its agents, officers or employees as a condition precedent to City's recovery under this provision. ARTICLE 7 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. ARTICLE 8 PRIOR CONTRACTS SUPERSEDED This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. ARTICLE 9 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: For City: City Manager City of Pearland 3519 Liberty Drive Pearland, Texas 77581 For Corporation: PEDC Chairman of the Board Pearland Economic Development Corporation 1200 Pearland Parkway, Suite 200 Pearland, Texas 77581 IN WITNESS HEREOF, City and Corporation have executed these presents in duplicate on this the day of PEARLAND ECONOMIC DEVELOPMENT CORPORATION P T ATTEST: By: aOXet Printed ame: JAW tLk�- ij t_.g.A Title: F F l C.L= (gin ge 61 0 A T'0 CITY OF PEARLAND By: Printed Name: Tom Reid Title: Mayor ATTEST: By F PW o F Pri Name/.)rbd<L16rfiW -f 0�7 Titl ity SeAretary APPROVED AS TO FORM: Darrin Coker City Attorney Exhibit A Scope of Services* Staff Corporation's staff will be employees of City. The cost of the staff including wages, vacation pay, sick pay, overtime, workers compensation, social security, retirement, all taxes, health and dental benefits, and unemployment insurance will be a separate expense to Corporation not included in the Flat Fee. Legal The City Attorney shall be the legal counsel for Corporation. The cost associated with the City Attorney and other legal staff shall be included in the Flat Fee, Any use of outside legal counsel for specialized needs, including bond counsel, is a separate expense to Corporation not included in the Flat Fee. Financial City will administer Corporation's accounts, expenditures, deposits, investment of funds and accounts, and provide other financial services for Corporation, including annual preparation of budget and forecast, and issuance and payment of debt. The cost associated with the above financial services will be included in the Flat Fee. Financial advisory services associated with bond sales and other financing vehicles, arbitrage fees and consulting services for the calculation of any amounts due, as required by the IRS, are a separate expense to Corporation not included in the Flat Fee. Audit Corporation's books, records, accounts and financial statements and all other financial activities for the previous fiscal year shall be audited at least once each financial year by an outside, independent, certified public accounting firm selected by the City Council. The expense of the audit will be included in the Flat Fee. The cost of any compliance audits for grant or incentive agreements will be a separate expense to Corporation not included in the Flat Fee. Insurance City will allow Corporation to utilize City's insurance company to provide general liability, automobile coverage, errors and omissions, public employee's dishonesty, property and windstorm. The cost of the above insurance is included in the Flat Fee along with the administration thereof. Insurance for other assets of the Corporation (i.e., land or buildings) shall be a direct cost to the corporation. Human Resources City will provide to Corporation human resource services that include hiring, development and retention of employees, coaching and counseling services to supervisors and employees, and assistance with benefits, performance appraisals, policies and procedures, workers compensation, and other services. The cost of these services will be included in the Flat Fee. Information Technology City will maintain and provide support to Corporation's network, hardware, software, wired and wireless networks, as well as the telephone system. New and replacement computers, software and other IT requirements are a separate expense to Corporation not included in the Flat Fee. Vehicles /Fleet /Fuel The cost of in -house labor for preventative maintenance and other repairs is included in the Flat Fee. The cost of fuel, vehicle parts, and outside labor is a separate expense to Corporation not included in the Flat Fee. Phones All phone services, including all equipment, utilized by Corporation's staff will be a separate expense to Corporation not included in the Flat Fee. 5 Purchasing Corporation's utilization of City's purchasing staff which will be included in the Flat Fee. Copier /Cell Phones /Air Card City will procure copier services, cell phones and air cards for the Corporation, all of which shall be a separate expense to Corporation not included in the Flat Fee. Project Management/Engineering City will make available to Corporation project management and engineering services for capital projects conducted by Corporation. The cost associated with City staff for projects funded with current revenues will be included in the Flat Fee. For projects funded through sale of Corporation bonds, cost of City staff time will be a separate expense to Corporation not included in the Flat Fee; however, the City and Corporation will agree to a percentage Project Management Fee on a case -by -case basis. Use of outside firms for engineering or construction management/inspection services will be a separate expense to Corporation not included in the Flat Fee. Facilities The facilities utilized by the corporation located at 1200 Pearland Parkway, Suite 200 are owned by the City of Pearland and covered under a separate lease agreement. City Secretary The City Secretary will post meeting notices and other public notices for City Council meetings that pertain to Corporation, retain records, process public information requests and review disposition of records. These services will be included in the Flat Fee. City Manager The City Manager will provide review and oversight of City staff utilized by Corporation. This service will be included in the Flat Fee. ANY ADDITIONAL SERVICE NOT ITEMIZED IN EXHIBIT "A" AS BEING INCLUDED IN THE FLAT FEE SHALL BE AT THE DIRECT EXPENSE OF THE CORPORATION.