R2001-0108 08-27-01 RESOLUTION NO. R2001-108
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO
ENTER INTO A TRAFFIC IMPACT ANALYSIS REIMBURSEMENT
AGREEMENT WITH LMR SILVERLAKE RETAIL PARTNERS, LTD. AND
RANDALL'S FOOD & DRUGS, L.P., RELATING TO CONSTRUCTION OF
TRAFFIC IMPROVEMENTS ADJACENT TO NEW RETAIL AND
OFFICE DEVELOPMENTS ALONG FM 518 NEAR STATE HIGHWAY 288.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Traffic Impact Analysis Reimbursement Agreement by
and between the City of Pearland and LMR Silverlake Retail Partners, Ltd. and
Randall's Food & Drugs, L.P., a copy of which is attached hereto as Exhibit "A" and made
a part hereof for all purposes, for the construction of traffic improvements, is hereby
authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to execute
and the City Secretary to attest, the attached agreement and counterparts thereof.
PASSED, APPROVEDandADOPTEDthisthe 27 dayof Au.clust ,
A.D., 2001.
TOM REID
MAYOR
ATTEST:
SE(~I~ETARY ~'
OVED AS TO FORM:
DA~RIN M. COKER
CITY ATTORNEY
TRAFFIC IMPACT ANALYSIS REIMBURSEMENT AGREEMENT
This Traffic Impact Analysis Reimbursement Agreement (the "Agreement") is
made and entered into effective as of this the c¢? day of August, 2001, by and
between the City of Pearland, Texas, a municipal corporation (the "City"), and
LMR Silverlake Retail Partners, Ltd., a Texas limited partnership ("Silvedake Retail")
and Randall's Food & Drugs.LP, a Delaware limited partnership ("Randall's") and
(Silverlake Retail and Randall's being hereinafter collectively referred to as
"Developers").
RECITALS
WHEREAS, the Developers are constructing retail developments along FM 518
near State Highway 288; and
WHEREAS, the City and Developers desire to cooperate in the development of
the area to ensure quality development while maintaining a minimal impact on the
surrounding transportation infrastructure; and
WHEREAS, Silverlake Retail is currently constructing approximately
588,000 square feet of general retail building space on an approximately 54 acre tract of
land; and
WHEREAS, Randall's is currently constructing approximately 87,000 square feet
of grocery store and retail building space on an approximately 11.5 acre tract of land;
and
WHEREAS, Klotz & Associates Inc. prepared a traffic impact analysis ("TIA") on
behalf of the Developers; and
WHEREAS, the City's Traffic Engineer reviewed the TIA, and all parties have
agreed that the traffic improvements identified in Exhibit A will be constructed by the
Developers, with each individual Developer being responsible for the portion of the
traffic improvements specified for it on said Exhibit A; and
WHEREAS, the estimated total cost of the traffic improvements~s $ 758,100.00;
and
WHEREAS, the Developers' projects are expected to generate 39% of the traffic
identified in the TIA study area; and
WHEREAS, the City plans to enter into a sales tax agreement with
Brazoria County Municipal Utility District No. 6, thereby generating approximately
$2,400,000.00 annually in unrestricted sales tax revenue for the City; and
WHEREAS, Developers have facilitated approval by Brazoria County Municipal
Utility District No. 6 of the sales tax agreement.
WlTNESSETH:
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration the receipt and sufficiency of which is hereby acknowledged,
it is hereby agreed as follows:
1. Each Developer agrees to construct the applicable portion of the traffic
improvements identified in Exhibit A in accordance with the TIA and Texas
Department of Transportation ("TXDOT") design criteria. Such improvements
shall be constructed simultaneously with the applicable Developer's retail
development.
2. Each Developer agrees to submit detailed evidence to the City of the actual costs
incurred by it in connection with the portion of the traffic improvements completed
by it.
3. Each Developer agrees to notify the City of the date of substantial completion of
the portion of the traffic improvements completed by it.
4. Developers agree to notify the City of the date of the opening of their respective
retail developments.
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5. Upon the City and TXDOT inspection and approval of the traffic improvements
(or applicable portion thereof), the City agrees to reimburse the Developers
according to the following schedule:
(a) Silverlake Retail - $ 357,765.00, within 5 months after substantial
completion and opening of the Silvedake Village Shopping Center; and
(b) Randall's $104,676.00, within 9 months after substantial
completion and opening of the Randall's grocery store.
6. Any financial obligation of the City arising from this Agreement shall be payable
solely from the proceeds of the sales taxes collected pursuant to the agreement
executed between the City and Brazoda County Municipal Utility District No. 6.
In the event the sales tax proceeds available to the City are inadequate to enable
the City to pay each Developer in full by the applicable dates specified in
Section 6 above, payments will be made to the Developers in the order in which
costs were incurred by the Developers until each Developer has received full
payment of the applicable portion of the costs of the traffic improvements
incurred by such Developer.
7. This agreement may only be amended, modified, or supplemented by written
agreement and signed by all of parties.
8. No assignment by a party hereto of any rights under or interests in this
Agreement will be binding on another party hereto until written notice of
assignment is given to such other party.
9. Nothing herein is intended to supersede or waive any City ordinance or
regulation pertaining to such construction.
10. 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
1706.0~.72294.3 RROSE
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.
11. This Agreement shall be construed and enforced in accordance with. and
governed by the laws of the State of Texas.
12. This Agreement and aLI obligations created hereunder shall be performable in
Brazoria County, Texas.
13. City Resolution No. R2001-108 is incorporated herein and made a part of this
Agreement for all purposes.
14. DEVELOPERS HEREBY RELEASE, ACQUIT, AND FOREVER DISCHARGE
THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, AND
ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, RIGHTS OR CAUSES
OF ACTION OF WHATSOEVER CHARACTER OR NATURE, INCLUDING
ATTORNEYS' FEES, ARISING FROM OR BY REASON OF ANY AND ALL
BODILY OR PERSONAL INJURIES, INCLUDING DEATH AND MENTAL
ANGUISH, DAMAGE TO PROPERTY AND THE CONSEQUENCES THEREOF
WHICH MAY BE SUSTAINED BY DEVELOPERS, THEIR HEIRS,
EXECUTORS, ADMINISTRATORS, SUCCESSORS, OR ASSIGNS, IN
CONNECTION WITH THE CONSTRUCTION OF THE TRAFFIC
IMPROVEMENTS, UNLESS CAUSED IN WHOLE OR IN PART BY THE
NEGLIGENCE OF WILLFUL MISCONDUCT OF THE CITY, ITS OFFICERS,
AGENTS, EMPLOYEES, SUCCESSORS, OR ASSIGNS. EACH DEVELOPER
SHALL KEEP AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS,
EMPLOYEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL COST,
LIABILITY, DAMAGE OR EXPENSE OF ANY NATURE AND HOWSOEVER
CAUSED, INCLUDING ATTORNEY'S FEES, CLAIMED OR RECOVERED BY
ANYONE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR
PERSONS OR DAMAGE TO OR DESTRUCTION OF PROPERTY CAUSED BY
OR RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE APPLICABLE DEVELOPER, ITS AGENTS, EMPLOYEES, SUCCESSORS,
OR ASSIGNS, ARISING IN CONNECTION WITH THE CONSTRUCTION OF
THE TRAFFIC IMPROVEMENTS PURSUANT TO THIS AGREEMENT. THE
PROVISIONS OF THIS SECTION SHALL SURVIVE THE TERMINATION,
EXPIRATION, OR CANCELLATION OF THIS AGREEMENT.
In witness whereof, the parties have hereunto set their hands and signatures on
the date first above mentioned.
ATTEST: CITY OF PEARLAND
Melinda K. Welsh ¢~1'ii
' Deputy City Secretary City Manager
LMR SILVERLAKE RETAIL PARTNERS, LTD.
By: Lasco Silverlake Retail Corp.,
g e n e~/2'a~
Printed Name: ~'~f
Title: /,~~
RANDALL'S FOOD & DRUGS LP
By: Randall's Food Markets, Inc.,
1706.0't272294.3 RROSE
a Delaware limited partnership,
general partner
Printed Name: -~d~C'~cf~ ¢¢~.- ~'-¢
Title: Assistant ~hc'"~ President
Title: Assistant Secretary
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STATE OF TEXAS §
COUNTY OF UfDiitAr §
BEFORE ME, the undersigned Notary Public, on this day personally appeared
Bill Eisen, City Manager of the City of Pearland, known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that he/she
executed the same for the purposes and consideration therein expressed, on behalf of
said City of Pearland
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS 3D DAY OF
Ai&&& , A.D , 2001
Gene Simeon NOIrARY PUBLIC IN AND FOR THE
* Notary Public,Slate of Texas STATE OF TEXAS
My l omission Expires
t tr vrnnBf R os 2004 Printed Name 664 2 67ineovi
My Commission Expires 1Jo1,/ernber g a t09
STATE OF TEXAS §
COUNTY OF HARRIS §
CFO C C Notary Public, this`� vR� ME, the undersigned rtluirC, on a iIS day personally appeared
arr Se�i' 'I-taoJ ti , resi de rip of Lasco Silverlake Retail Corp ,
generd partn& of LMR Silverlake Retail Partners, Ltd , a Texas limited partnership,
known to me to be the person whose name is subscribed to the foregoing instrument
and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed, on behalf of said limited partnership
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS IQ DAY OF
, A.D , 2001
V 0�.1 A. i�� c- t�• /
t� ttY Pp � CJ'
.r ocP ei O p NOTARY PUBLIC IN ND OR THE
Z STATE OF TEXAS
3r, 'F 4"4,,, 4 Printed Name tiAf rci1 A. 11410(07
OF @* d.
09-201:ill;, 11
,, My Commission Expires to ! 9/ OL/
1706.0\272294.3 RROSE
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ALAMEDA )
On October 9, 2001, before me, Janice M Palmer, Notary Public, personally appeared
Patrick M Fahey and Dana Waller, personally known to me (or proved on the basis of
satisfactory evidence) to be the persons whose names are subscribed to the within
instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument, the persons or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal ;. . JANICE M PALMER r
;�
COMMISSION 1273130
„1 p 'a10 NOTAA; PUBLIC-CALIFORNIA
t �A �} O- ... �hka�� ALAMEDA COUNTY
V Y . 1i 4SL W�a j , My,rninassion exps Aug 6.2004 1
Sign ure
(Seal)
EXHIBIT "A"
A) RANDALLS
Before the opening of the Randall's anchor store, the following roadway
improvements will need to be completed.
1) CR 94 closure of median cut approximately 220' south of FM 518,
2) Extension of the northbound left turn lane along CR 94 to
accommodate site generated traffic;
3) At SD1 provide aggressive channehzation to prevent left turns from
FM 518 and left turns from the development to FM 518,
4) Completion of deceleration lanes for drives SD1 and SD2, and
5) Completion of right-turn-only lane eastbound on FM 518 at CR 94
B) SILVERLAKE RETAIL
Before the opening of the first anchor store of the Silverlake Village Shopping
Center, the following roadway improvements will need to be completed.
1) Signalization of FM 518 at CR 94A(Smith-Ranch Road),
2) Capacity improvement on the northbound approach of CR94A at FM
518 to provide for three lanes 1-left turn only; 2-left turn and through
shared, and 3-right turn only
3) Improve receiving lanes at FM 518 and CR94A southbound, south of
FM 518 to accommodate an interim westbound FM 518 dual left turn
lanes prior to widening of FM 518 to a six-lane facility (provide for 2
lanes southbound on new Silverlake Village Drive) However, if the
intersection of FM 518 and driveway SD3/ND 1 is signalized
concurrently with the signal at FM 518 and CR 94A (Smith Ranch), a
westbound dual left turn lane will not be required at FM 518 and CR
94A(Smith-Ranch Road)
4) Completion of eastbound deceleration lanes on FM 518 at CR 94A and
at SD3
5) Align Driveway SD3 of Silverlake Village Shopping Center with drive
ND1 of Wal-mart.
TDAITraff Data&Associates,Inc.
a
Traffic Engineering Advocacy Group (713)446-8167
SILVERLAKE VILLAGE SHOPPING CENTER/WAL-MART SUPERCENTER
RETAIL CENTER/PEARLAND MEDICAL CENTER PHASE II
TRAFFIC IMPACT ANALYSIS COMMENTS
May 10, 2001
Review of the Silverlake Village Shopping Center/Wal-Mart Super Center
Center/Pearland Medical Center Phase II indicates that in order to meet the intent of the
general mobility of the City of Pearland, without compromising the safe and efficient
traffic operations,there are several issues that will need to be adequately addressed.
Traffic demands along FM 518 are increasing in direct proportion to the area's
population growth. This area is fast becoming a preferred location for major businesses
and associated support businesses This rapid growth requires the City of Pearland and
the Texas Department of Transportation to program and prioritize traffic and
transportation system improvements to ensure the continued successful growth of
Pearland and surrounding areas.
The primary function of an arterial is the provision of travel mobility This function
should not be comprised by the indiscriminate proliferation of entrances Entrances
should be permitted on an arterial of this magnitude only when it represents a public
benefit, such as consolidation of access for a significant area, and is adequately designed.
Adequate design includes construction of turn lanes alignment of streets or entrances and
location of entrance far enough from an intersection where turning movements will be
accommodated without interrupting traffic flow
Factors, which affect accessibility of a site, are its geographic location with respect to
other areas of activity,the efficiency of the roadways system serving the site, and planned
roadway improvements. Roadway systems efficient} is a function of traffic volumes and
available roadway capacity
1 The magnitude of traffic volume anticipated along FM 518 from SH 288 to CR
94, in conjunction with several access points would necessitate the construction of
a six-lane boulevard. The existing right-of-way (120 feet) will be adequate to
accommodate future six-lane boulevard. However, in order to provide right-turn
deceleration lane along FM 518 at site entrance and intersections, additional nght-
of-way will be required. Therefore, the applicant should dedicate additional right-
of-way measured ten feet from the existing right-of-way line along the entire
frontage of the site FM 518 frontage.
ITiIi I Traff Data& Associates,Inc.
a
Traffic Engineering Advocacy Group (713)446-8167
In addition to the right-of-way dedication, the following improvements have been
identified for each of the new development along FM 518 corridor The anticipated order
of completion of new development along the FM 518 corridor is as follows
1) Randall's and associated lease space;
2) Pearland Medical Center Phase II,
3) Silverlake Village, including anchors Kohl's, Home Depot, and SuperTarget;
4) Wal-Mart Supercenter and associated lease space.
A) RANDALLS
Before the opening of the Randall's anchor store, the following roadway
improvements will need to be completed
1) CR 94 closure of median cut approximately 220' south of FM 518,
2) Extension of the northbound left turn lane along CR 94 to accommodate site
generated traffic,
3) At SD1 provide aggressive channelization to prevent left turns from FM 518
and left turns from the development to FM 518,
4) Completion of deceleration lanes for drives SD1 and SD2, and
5) Completion of right-turn-only lane eastbound on FM 518 at CR 94
B) PEARLAND MEDICAL CENTER.
Before the opening of the Randall's anchor store, the existing driveway entrance to
the Pearland Medical Center will need to be consolidated with drive MC1 and align
with the proposed drive SD2 of the Randall's development. There are no roadway
improvements necessary Traffic impacts of this development are minor and the
additional traffic generated by the development does not cause further degradation of
level of service.
C) SILVERLAKE VILLAGE SHOPPING CENTER
Before the opening of the first anchor store of the Silverlake Village Shopping
Center,the following roadway improvements will need to be completed
1) Signalization of FM 518 at CR 94A(Smith-Ranch Road),
TDAITraff Data& Associates,Inc.
a
Traffic Engineering Advocacy Group (713)446-8167
2) Capacity improvement on the northbound approach of CR94A at FM 518 to
provide for three lanes 1-left turn only; 2-left turn and through shared, and 3-
right turn only
3) Improve receiving lanes at FM 518 and CR94A southbound, south of FM 518
to accommodate an interim westbound FM 518 dual left turn lanes prior to
widening of FM 518 to a six-lane facility (provide for 2 lanes southbound on
new Silverlake Village Drive) However, if the intersection of FM 518 and
driveway SD3/ND1 is signalized concurrently with the signal at FM 518 and
CR 94A (Smith Ranch), a westbound dual left turn lane will not be required at
FM 518 and CR 94A (Smith Ranch)
4) Completion of eastbound deceleration lanes on FM 518 at CR 94A and at
SD3
5) Align Driveway SD3 of Silverlake Village Shopping Center with drive ND1
of Wal-mart.
D) WAL-MART
Before the opening of the first anchor store of the Wal-Mart Super Center, the
following roadway improvements will need to be completed
1) Signalize intersection of FM 518 and SD3/ND1 to provide protected crossing
movements between the north and south sides of FM 518
2) At ND2 provide aggressive channelization to prevent left turns from FM 518
and left turns from the development to FM 518,
3) Capacity improvement on the southbound approach of CR94A at FM 518 to
provide for three lanes 1-left turn only; 2-left turn and through shared, and 3-
right turn only
4) Improve receiving lanes at FM 518 and CR94A northbound, north of FM 518
to accommodate potential eastbound FM 518 dual left turn lanes (provide for
2 lanes northbound on new Silverlake Village Drive)
5) Completion of deceleration lanes for drives ND1, ND2 and FM 518 at CR
94A.
PROPOSED SILVERLAKE
RETAIL CNTR LAYOUT
CERTIFICATION
THE STATE OF TEXAS §
COUNTIES OF BRAZORIA, HARRIS, &
Fr. BEND
I, Melinda t~ Welsh, Deputy City Secretary of the City of Pearland, Texas, hereby
certifies that the attached constitutes a true and correct copy of Resolution No. R2001-
t08 duly passed and approved by the City Council on the 27~ day August, 20~.
Witness my hand and seal of the City of Pearland, Texas, this 30~ day of August
2001, at Pearland, Texas.
Melinda K. Welsh
Deputy City Secretary
(SEAL)
3519 LIBERTY DRIVE · PEARLAND, TEXAS 77581-5416-19 · 281-652-1600 · www.ci.pearland.tx.us
Printed on R¢cyclcd Paper ~