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R-2015-186 2015-10-12RESOLUTION NO. R2015-186 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into an Agreement with Keep Pearland Beautiful for the operation of the Stella Roberts Recycling Center. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Agreement by and between the City of Pearland and Keep Pearland Beautiful, 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 an Agreement with Keep Pearland Beautiful for the operation of the Stella Roberts Recycling Center. PASSED. APPROVED and ADOPTED this the 12th day of October, A.D., 2015. ATTEST: APPROVED AS TO FORM: 6—(----- DARRIN M. COKER CITY ATTORNEY TOM RIED MAYOR CITY OF PEARLAND AND KEEP PEARLAND BEAUTIFUL LEASE AGREEMENT Resolution No. R2015-186 Exhibit "A" This Lease Agreement ("Agreement") is made and entered into this 13th day of October, 2015, at Pearland, Brazoria County, Texas, by and between the City of Pearland, a Home Rule Municipal Corporation (hereinafter called "Landlord") and Keep Pearland Beautiful, A Texas Non -Profit Corporation (hereinafter called "Tenant"), and Landlord and Tenant shall be collectively referred to as "Parties". Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to lease from Landlord the Stella Roberts Recycling Center, (hereinafter known as "Leased Premises" as more fully described on Exhibit "A"), under the following terms and conditions: 1. Leased Premises Landlord shall lease to Tenant the Leased Premises, located at 5800 Magnolia, Pearland, Texas, along with all improvements on said Leased Premises. 2. Term & Termination The term of this Agreement shall be from October 13, 2015 until September 31, 2017 ("Term"), unless sooner terminated as provided in this Agreement. The Term, unless either Party exercises its right to terminate this Agreement as provided herein, may automatically be renewed for an additional four (4) year period beginning October 1, 2017 and ending September 30, 2021. During the Term of this Agreement, either Party may terminate this Agreement without cause at anytime and for any reason by providing the other Party written notice of its intent to terminate on a date certain that is a minimum of one hundred and eighty (180) days after Landlord receives written notice of the other Party's intent to terminate this Agreement ("Termination Notice period"). In the event either Party exercises its right to terminate this Agreement, all legal obligations under this Agreement, including, but not limited to, rent, shall and will immediately cease on the effective termination date. The Parties further agree that termination of this Agreement pursuant to the terms stated above shall not be considered a breach of this Agreement. 3. Rent and Other Consideration In consideration for Tenant's use of the Leased Premises, Tenant shall be solely responsible for operating and maintaining the Leased Premises in accordance with the Scope of Services and Performance Measures ("Operation Guidelines") attached hereto as Exhibit "B." Tenant's satisfactory implementation of the Operation Guidelines during the Term of this Agreement shall serve as substitute consideration for rent payments to Landlord. Additionally, Landlord agrees to allocate to Tenant a monthly payment of Five Thousand Dollars ($5,000) for promotion of recycling activities and environmental education as set forth in the City's contract with Waste Management, in accordance with Resolution No. R96-48 passed and approved on September 23t, 1996. As further consideration for Tenant's implementation of the Operation Guidelines, Landlord shall pay Tenant 14% of any and all franchise fees paid by Waste Management to Landlord ("Franchise Fee Payment") and Tenant shall be allowed to receive all recycling revenues generated from the Leased Premises ("Recycling Revenue"). The Franchise Fee Payment shall be paid to Tenant on a quarterly basis, with each payment occurring within thirty (30) days following the end of each quarter. As additional consideration for Tenant's implementation of the Operation Guidelines, Landlord shall make three (3) payments (Operational Payments") to Tenant during the first two years of the Term. The first Operational Payment of S50,000 shall be paid by Landlord to tenant within fifteen (15) days following execution of this Agreement. The second Operational Payment of $25,000 shall be paid by Landlord to Tenant on or before October 1, 2016. The Third Operational Payment shall equal an amount not to exceed $25,000 and shall be paid by Landlord to Tenant on or before January 1, 2017. The Third Operational Payment shall consist of an amount equal to the increase in the Franchise Fee Payment from the year 2015 to the year 2016, and Landlord agrees to fund the difference between the Franchise Fee Payment increase and $25,000. For example, if the Franchise Fee Payment increase from 2015 to 2016 equals $15,000, Landlord shall pay the $15,000 plus an additional $10,000 to make up the difference for a total Third Operational Payment of $25,000. Following payment of the Second and Third Operational Payment, the Franchise Fee Payment and Recycling Revenue shall constitute the only financial consideration to be paid by Landlord to Tenant. 1 4. Leased Premises Remodeling Within thirty (30) days following Tenant's submission of a an executed construction contract for the remodeling of the leased Premises, Landlord shall make a onetime payment of $200,000 to Tenant to accommodate Tenant's operational needs at the Leased Premise's; however, no structural alterations shall occur without first being approved by Landlord. All structural alterations, additions or improvements made by Tenant shall become the property of Landlord at the termination of this Agreement; however, Tenant shall promptly remove, if Landlord so selects, all alterations, additions or improvements and any other property placed in or on the Leased Premises by Tenant. Tenant shall repair any damage caused by such removal or reimburse Landlord for such reasonable costs upon proof that such costs were incurred and paid by Landlord. Tenant shall have the right at all times to erect or install furniture and fixtures in the Leased Premises. Tenant shall have the right to remove such items at the termination of this Agreement, and fixtures can be removed without structural damage to the Leased Premises. Prior to vacating the premises upon termination of this Agreement, Tenant must repair any damage caused by the removal of such fixtures or reimburse Landlord for such reasonable costs upon proof that such costs were incurred and paid by Landlord. 5. Utilities and Operational Exoenses Utility and related operational expenses shall be the responsibility of Tenant, and such costs shall include, but may not be limited to electric, gas, extermination services, security costs, telephone, internet, cable, trash service and janitorial services. Tenant shall not be responsible for paying any property insurance costs associated with its use of the Leased Premises. Landlord shall bill tenant on a monthly basis for electric and/or gas service, and payment by Tenant to Landlord for such services shall become due within 30 days of receipt of the invoice. Tenant shall be responsible for contracting and securing all other services required for the operation and maintenance of the Leased Premises. 6. Use of Leased Premises The Parties agree that Tenant shall use the Leased Premises exclusively for conducting Tenant's business and carrying out the Operational Guidelines. If at any time Tenant ceases to use the Leased Premises and any improvements thereon for such purpose, Landlord may terminate this Agreement by delivering written notice to Tenant and providing no less than thirty (30) days for Tenant to move out of the Leased Premises. Tenant agrees to keep and maintain the Leased Premises in good condition and appearance, and further agree to keep their respective areas in a neat, clean and respectable condition at all times. Tenant shall be responsible for minor maintenance of the Leased Premises and equipment for items totaling less than $1,000 in value, and Landlord shall be responsible for the maintenance of the Leased Premises and equipment for items that exceed $1,000 in value. 7. Limitations of Tenant in Leased Premises Tenant shall not assign or sublet this Agreement or the Leased Premise, in whole or in part, without the prior written consent of Landlord. Tenant shall not have the right to encumber the Leased Premises without the prior written consent of Landlord; provided however, this provision shall not prohibit Tenant from encumbering any of its personal property which can be removed from the Leased Premises without injury to the premises. Tenant shall not use, or permit use of, the Leased Premises in any manner that result in waste of the premises or constitutes a nuisance. 8. Indemnification and Insurance Tenant agrees to indemnify and hold Landlord, its public officials, the Mayor, all Councilmembers, its staff, trustees, officers, agents, representatives, free and harmless from and against any and all claims, demands, suits, judgments, costs and expenses asserted by any and all person, by reason of death or injury to persons, or loss or damage to property, resulting from any and all acts of the Tenant, and/or any other person or entity including Tenant's negligent acts arising from or out of Tenant's operation or occupation of the Leased Premises hereunder, or sustained in or upon the Leased Premises, or as a result of anything claimed to be done or admitted to be done intentionally, negligently or by the gross negligence of Tenant hereunder. Tenant shall obtain and maintain continuously in effect at all times during the term hereof, at Tenant's sole expense, comprehensive general liability insurance in the amount of at least One Million ($1,000,000) per occurrence for bodily injury and property damage. This insurance shall be an occurrence -type policy written in comprehensive form and shall protect Tenant against liability which may accrue against Tenant by reason of Tenant's wrongful and/or negligent conduct incident to the use of 2 the Leased Premises or resulting from any accident occurring on or about the Leased Premises, and the certificate of insurance shall name the Landlord as an additional insured. Tenant shall furnish Landlord with a certificate of insurance as evidence that all of the policies required herein are in full force and effect and provide the required coverage's and limits of insurance. The certificate shall provide that any company issuing an insurance policy shall provide not less than 30 -days' advance notice in writing of cancellation, non -renewal or material change in the policy of insurance. In addition, the Tenant shall immediately provide written notice to Landlord upon receipt of notice of cancellation of an insurance policy, or of a decision to terminate or alter any insurance policy. The certificate of insurance shall clearly state that all applicable requirements have been satisfied including certification that the policies are of the "occurrence" type. The Tenant shall require its insurance carrier, with respect to all insurance policies, to waive all rights of subrogation against the Landlord and its public officials, the Mayor, all Councilmembers, its staff, its trustees, officers, agents and employees. The procurement of such policy of insurance shall not be construed to be a limitation upon Tenant's liability or as a full performance on its part of the indenviification provisions of this Agreement. Tenant's obligations are, notwithstanding said policy of insurance, for the full and total amount of any damage, injury, harm or loss caused by or attributable to Tenant's activities conducted on the Leased Premises. Landlord shall obtain and maintain continuously in effect at all times during the Term, property casualty insurance upon the Leased Premises in such amounts as to insure the timely repair and/or replacement thereof in the event of casualty. In the event the Leased Premises is damaged by an event of casualty that renders the Leased Premises unusable for a period greater than 6 months, Landlord, in its sole discretion, may exercise its option to terminate this Agreement with the termination becoming effective thirty (30) days following the event of casualty. 9. Default Abandonment of Leased Premises In the event Tenant shall (1) abandon the premises or (2) Tenant shall default in performance of any of the covenants and conditions required herein and such default continues for a period of thirty (30) days, Landlord shall have the right to terminate this Agreement ("Termination for Default"). Landlord shall give the Tenant ninety (90) days written notice ("Default Notice Period") of its intention to terminate the Agreement pursuant to this Section, and Tenant shall have such ninety (90) days within which to cure such default and thereby avoid termination. Failure of Tenant to cure such default within the Default Notice Period shall result in the termination of this Agreement, immediately upon the expiration of the Default Notice Period. 10. Surrender of Premises: Abandoned Proms The Leased Premises and any permanent improvements and fixtures shall remain the property of Landlord and shall be restored to possession of Landlord in good condition (reasonable wear and tear, Acts of God, or casualties associated with civil disorders or military activities excepted). Tenant agrees to promptly and peacefully deliver possession of the Leased Premises and improvements to Landlord upon termination of this Agreement. All items of personal property, remaining in or on the Leased Premises after the expiration of thirty (30) days following the date of termination of this Agreement shall be deemed abandoned by Tenant and Landlord may dispose of or keep such personal property as desired, and without exposure or risk of liability 11. Notice Any notice sent under this Agreement shall be written and mailed. or sent by or personally delivered to an officer of the receiving party at the following addresses: If to the Landlord: Clay Pearson- City Manager City of Pearland 3519 Liberty Drive Pearland, Texas 77581 With a copy to: Darrin Coker - City Attorney City of Pearland 3519 Liberty Drive Pearland, Texas 77581 If to the Tenant: Andrew Miller- Executive Director Keep Pearland Beautiful 5800 Magnolia Street Pearland, TX 77584 3 Each party may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this Section shall be deemed to be given when so mailed, any notice so sent by rapid transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, an authorized officer of the Tenant or the Landlord, as the case may be. 13. Choice of Law: Venue This Agreement is a contract made under and shall, be construed in accordance with and governed by the laws of the United States of America and the State of Texas, and any actions concerning this Agreement shall be brought in the Texas State District Courts of Brazoria County. 14. Entire Agreement This written agreement represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. EXECUTED this /V. day of O . ,-., 2015. KEEP PEARLAND BEAUTIFUL TENANT Andrew Miller- Executive Director Dated: 0/14/15 CITY E D, TEXAS LANDLORD r` &c Dated: j D — / 1 5 Cl ea'io , eity Manager 4 "Exhibit B" Keep Pearland Beautiful Performance Measures - Operational Guidelines for City of Pearland Agreement A. Promote public interest in recycling as a resource recovery method by collection and processing of waste products into raw materials, thereby preserving our precious natural resources; B. Study, develop, and implement adult and youth educational programs encouraging households to reduce the waste stream by separating recyclable, reusable, and compostable materials from garbage; C. Promote corporate recycling programs to reduce the amount of commercial waste and capitalize on the large amount of high quality, clean, recyclable waste businesses generate; D. Manage the City's recycling center so long as deemed feasible by Keep Pearland Beautiful; E. Collaborate with current waste hauler, the City, and local apartment owners to establish apartment recycling programs; F. Work with City departments, including but not limited to the Parks and Recreation Department, to promote beautification and planting projects on public lands that will enhance the appearance of the City; G. Work with the City to promote, seek grant funding, and provide matching funds for the construction of hike and bike trails throughout the City; H. Study, develop, and implement educational programs for the entire community, encouraging litter prevention, litter abatement, beautification, landscaping, pollution prevention, and conservation of natural resources; 1. Review City ordinances dealing with environmental issues such as litter control, solid waste management, and beautification, and cooperate with the City staff to amend current ordinances and/or draft new ordinances found necessary as a result of the review and support passage of said ordinances by the City Council; J. Respond to telephone inquiries addressed to the City regarding litter prevention, recycling and community beautification; K. Work with the City's Urban Forester to maintain the "Tree City USA" designation from the National Arbor Day Association; L. Collaborate with other governmental and private entities in the area to seek regional solutions to solid waste problems such as the handling of organic materials, household hazardous waste, and all other recyclable materials; M. Organize community wide cleanups utilizing the Adopt -A -Spot program to aid in the reduction and prevention of litter at least bi-annually; N. Conduct annual community appearance index, publish results, and implement program improvements based on results. 0. Will provide the City with a quarterly written report outlining activities for the previous quarter. 3519 Liberty Dr Pearland, TX 77581 Keep Pearland Beautiful www.mykpb.org P Eq\ Keep Pearland Beautiful, Inc. Business Plan Keep Pearland Beautiful, Inc. Location: Pearland, TX 281-652-1659 281-652-1782 (Fax) Business Description: Keep Pearland Beautiful is the Pearland area resource for environmental education. The Stella Roberts Recycling Center provides a convenient drop-off center to Pearland area residents for recyclable material. Year Founded: Keep Pearland Beautiful- 1982 Stella Roberts Recycling Center- 2004 Summary Keep Pearland Beautiful is a non-profit environmental organization that is affiliated with Keep Texas Beautiful and Keep America Beautiful. KPB currently serves over 10,000 households, with 250 members, through litter prevention, waste reduction and beautification programs. From organizing and running the first recycling program, to the development of hike and bike trails, initiating the Adopt -A -Spot program, to collecting Household Hazardous Waste and developing KIPPERS (Kids in Pearland Preserving the Environment through Responsible Service) in local middle schools, KPB continues to make a difference in the community in which we live and work. The Stella Roberts Recycling Center (SRRC) was constructed between 2003-2004 with funding from a 2002 H -GAC grant and the City of Pearland. Constructed to provide a much needed drop-off recycling center in Pearland, the SRRC seeks to increase the overall landfill diversion rate in the City of Pearland. Currently, the SRRC resides under the City of Pearland Parks and Recreation Department. Since one of KPB's environmental initiatives is recycling and solid waste management, it is a natural fit for KPB to manage operations at the recycling center. Affiliated with Keep Texas Beautiful & Keep America Beautiful °Printed on recycled paper Market Analysis Since Keep Pearland Beautiful is affiliated with Keep Texas Beautiful and Keep America Beautiful, there is already an established network with numerous resources for KPB to use for providing environmental education to the Pearland community. The population of Pearland has grown substantially in recent years to reach 108,715 in 2014, making Pearland the 2" fastest growing city in Texas. Since children and adults are spending more and more time indoors, organizations like KPB are pushing students and adults to move outdoors, learn more about their environment, and use that information to care of their environment. Proeram Areas Litter Prevention: Nearly one in four, or 25%, of all Texans admit to littering according to the Don't mess with Texas Campaign. Litter is defined as any form of trash, such as paper, cans or bottles that is left lying in an open or public place. KPB is committed to reducing litter in the Pearland area utilizing several different programs. Adopt -A -Spot: KPB initiated the Adopt -A -Spot program for cleaning roads in Pearland in the early 80's, shortly after the Texas Department of Transport began its "Don't mess with Texas" and Adopt -A -Highway program. KPB currently manages 84 Adopt -A -Spots and plans to expand the cleanup schedule and number of spots. Community Service: Through a partnership with Brazoria County, KPB utilizes community service workers to pick up litter in Pearland every Saturday. This program has been effective in keeping certain areas clean and litter free. Waste Reduction: Through our partnership with Waste Management, KPB receives funding to educate the Pearland community about waste reduction and recycling. According to statistics from 2013, Pearland diverted 10% of collected material from the Iandfill. According to the State of Texas Recycling Initiative the state of Texas diversion rate averaged 18% during the same period. KPB continues to educate and put programs in place to raise the diversion rate in Pearland. Keep Pearland Beautiful will continue to provide waste reduction education to Pearland residents, businesses and apartment complexes through workshops, community outreach, and participation in community events. Community Service: Through a partnership with Brazoria County, KPB utilizes community service workers to assist at the recycling center every Saturday. This program has been effective by increasing staff efficiency at the recycling center. Frequent Recycler: Through a partnership with a local business, KPB is able to offer a quarterly gift card drawing to be presented to a recycling center customer. Customers are given a frequent recycler card and for every 6th visit, they enter their name in for the drawing. This program is effective in retaining customers and providing staff with information about the customer base. Beautification: As a growing city, Pearland has been growing the number of businesses, residences and roadways accordingly. With more green space come more opportunities to create beautiful landscapes. KPB offers several programs that can be utilized by citizens, organizations and businesses in Pearland to learn about and improve upon landscaping. Business Beautification Award: Awarded monthly, the business beautification award recognizes a local business, church or civic organization for their landscaping and beautification efforts. Keep Pearland Beautiful has a committee made up of board members, volunteers and staff members that drives around Pearland noting establishments with good landscaping practices that improve the appearance of our community. Beautification Grants: KPB provides matching grant support to non-profit organizations, neighborhood associations, homeowner associations, schools and school districts and other community organizations that wish to help cultivate community pride in Pearland. Yardwise Garden: Created in 2007 with a Waste Management Think Green Grant and volunteers from the community, the garden serves as an example of community greening utilizing easy -care landscapes, while conserving and protecting natural resources and the environment. The Yardwise Garden is maintained and improved by KPB volunteers on a monthly basis. Community Gardens: In 2013, KPB acquired the Pearland Community Gardens, a demonstration and production garden, with over 95% of the produce harvested being donated to the local food bank. Volunteers help maintain the community beds and in return have the opportunity to maintain their own garden bed. Environmental Education: The Waste in Place curriculum certified by Keep America Beautiful has several activities for school age children, which provides instruction and activities regarding litter reduction, recycling & waste reduction, community greening, water & energy conservation. KPB holds a Waste in Place training for Pearland area teachers at least once per year. The activities are also used with the K.I.P.P.E.R.S. after school program, as well as local youth groups on a continual basis. In addition to Waste in Place, Keep Pearland Beautiful has one certified environmental educator on staff who is trained to use Project Wild, Growing up Wild, Project Wet and all aspects of Project Learning Tree to promote the outdoors and educate children to protect and respect their outdoor environments. KPB uses the Yardwise Program of TCEQ to promote water saving yard and garden techniques and has expertise to teach backyard -composting classes. Recycling Service The Stella Roberts Recycling Center provides a convenient service to residents in and around the Pearland area by accepting recyclable material. Since it's inception the Center has increased the items accepted to include and exceed curbside recycling and provides certainty that items dropped off will be diverted from the landfill. Operational Model KPB will use the following as the basis for the SRRC operating model: • The SRRC will be open to the public at a minimum 30 hours per week. • Household Hazardous Waste will be accepted at a minimum 15 hours per week. • At a minimum the SRRC will maintain one full time and one part time employee. • At a minimum one employee will be on staff during hours of operation. • The SRRC will follow the Keep Pearland Beautiful holiday schedule. Materials Accepted The Stella Roberts Recycling Center will continue to accept all single stream materials including, but not limited to paper, plastic bottles, glass bottles, metal cans, and cardboard. The Stella Roberts Recycling Center will continue to accept Household Hazardous Waste as long as it is deemed feasible. Production Materials brought to the SRRC will be sorted according to vendor contracts. Staff will provide oversight in maintaining the highest quality product possible. Distribution Vendors will be secured through contracts to pick up selected items. Vendors will be chosen based on requirements set forth by KPB. Since the City of Pearland's contract with the waste hauler specifies certain items to be shipped to them, KPB will abide by that contract and stay informed of any changes. Reporting Keep Pearland Beautiful will continue to report information to the City of Pearland regarding the Stella Roberts Recycling Center including customer information, types of materials collected, amount of materials shipped, HHW information, etc. This reporting will follow the payment schedule of the waste hauler. Additionally, KPB may choose to expand the collection of information, including surveys to customers in order to meet the needs of residents. "Exhibit B" Keep Pearland Beautiful Performance Measures - Operational Guidelines for City of Pearland Agreement A. Promote public interest in recycling as a resource recovery method by collection and processing of waste products into raw materials, thereby preserving our precious natural resources; B. Study, develop, and implement adult and youth educational programs encouraging households to reduce the waste stream by separating recyclable, reusable, and compostable materials from garbage; C. Promote corporate recycling programs to reduce the amount of commercial waste and capitalize on the large amount of high quality, clean, recyclable waste businesses generate; D. Manage the City's recycling center so long as deemed feasible by Keep Pearland Beautiful; E. Collaborate with current waste hauler, the City, and local apartment owners to establish apartment recycling programs; F. Work with City departments, including but not limited to the Parks and Recreation Department, to promote beautification and planting projects on public lands that will enhance the appearance of the City; G. Work with the City to promote, seek grant funding, and provide matching funds for the construction of hike and bike trails throughout the City; H. Study, develop, and implement educational programs for the entire community, encouraging litter prevention, litter abatement, beautification, landscaping, pollution prevention, and conservation of natural resources; I. Review City ordinances dealing with environmental issues such as litter control, solid waste management, and beautification, and cooperate with the City staff to amend current ordinances and/or draft new ordinances found necessary as a result of the review and support passage of said ordinances by the City Council; J. Respond to telephone inquiries addressed to the City regarding litter prevention, recycling and community beautification; K. Work with the City's Urban Forester to maintain the "Tree City USA" designation from the National Arbor Day Association; L. Collaborate with other governmental and private entities in the area to seek regional solutions to solid waste problems such as the handling of organic materials, household hazardous waste, and all other recyclable materials; M. Organize community wide cleanups utilizing the Adopt -A -Spot program to aid in the reduction and prevention of litter at least bi-annually; N. Conduct annual community appearance index, publish results, and implement program improvements based on results. 0. Will provide the City with a quarterly written report outlining activities for the previous quarter. RESPONSIVE RESULTS -ORIENTED TRUST -BUILDERS ACCOUNTABLE June 8, 2015 Andrew J. Miller Executive Director Keep Pearland Beautiful 3523 Liberty Drive Pearland, Texas 77581 City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Tel: (281) 652-1662 pearlandtx.gov Re: Contract and Lease Agreement Dear Mr. Miller: Pursuant to our previous conversation regarding the agreement (please note attached) between the City of Pearland and Keep Pearland Beautiful (formerly known as Clean Pearland), the existing agreement will expire on September 30, 2016. In accordance with the agreement, it will automatically renew for another five-year time period if the City does not give you a 120 day notice prior to the aforementioned date. Please be advised this is the City of Pearland's official notice to you that the City of Pearland intends to renegotiate the existing agreement with Keep Pearland Beautiful (Clean Pearland) prior to the September 30, 2016 automatic renewal date. Furthermore, the Lease Agreement (please note attached) with Keep Pearland Beautiful (KPB) for office space has expired therefore, we currently do not have a current lease agreement with you for the use of the office space at the Community Center. Since we do not have a current lease agreement with KPB for office space and since our current master agreement with KPB Clean Pearland expires on September 30, 2016, I believe this is an excellent time to meet with you and begin negations regarding the structure of our agreement with KPB as well as, future office space needs for KPB. Please contact me at your convenience regarding this matter so that we can begin to discuss these important issues. My goal is to finalize all agreements with KPB no later than the end of this year so that we can make the appropriate arrangements for 2016. Again, I want to reiterate that this letter serves as our official notification that the City of Pearland hereby intends to renegotiate our existing master agreement with Keep Pearland Beautiful. RESPONSIVE RESULTS -ORIENTED TRUST -BUILDERS ACCOUNTABLE City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Tel: (281) 652-1662 pearlandtx.gov Should you have any questions or require additional information, please contact me at your convenience. Sincerely, k Jon R. Branson Deputy City Manager Cc: Clay Pearson, City Manager Michelle Graham, Director of Parks and Recreation Attachments: 1. Agreement between the City of Pearland and Clean Pearland executed December 9, 1996 2. Lease Agreement between the City of Pearland and KPB executed April 12, 2010 EXHIBIT "A" THE STATE OF TEXAS § . § KNOW ALL MEN BY THESE PRESENTS: COUNTIES OF BRAZORIA AND HARRIS § AGREEMENT This Agreement made this qday of -e—f &"J, 19 i , by and between the City of Pearland, Texas, a Texas Home Rule unicipa Corporation, herein called "City", and the Clean Pearland Community Committee, a non-profit volunteer organization of Pearland, Texas, herein called "Clean Pearland", in consideration of the undertakings of the parties hereto unto each other. WITNESSETH: 1. TERM OF AGREEMENT - This agreement shall be in full force and effect beginning the 1st day of OCTOBER, 1996, and shall remain and continue in full force and effect until SEPTEMBER 30, 2001, at which time said agreement is subject to automatic renewal in five (5) year increments not to exceed twenty (20) years, unless, no Tess than one hundred twenty days (120) days prior to the expiration date of this agreement, either party gives written notice to the other party that said party wishes to renegotiate or terminate this agreement. 2. FUNCTION - It is mutually agreed by and between the City and Clean Pearland that it shall be the function and duty of the organization and its Board of Directors to foster a coordinated effort among businesses, state government, and local governments to meet the new state mandated goals of recycling 40 percent of the total municipal waste stream, to conserve existing landfill capacity and to promote public interest in the general improvement of the environment of the City of Pearland. To achieve these ends, Clean Pearland's duties will include the following: A. Promote public interest in recycling as a resource recovery method by collection and processing of waste products into raw materials, thereby preserving our precious natural resources; B. Study, investigate, and develop educational programs encouraging households to reduce the waste stream by separating recyclable products from trash, being waste -conscious consumers and composting or mulching organic matter; C. Establish corporate recycling programs to reduce the amount of commercial waste and capitalize on the Targe amount of high quality, clean, recyclable waste businesses generate; D. Manage the Recycle Center so long as deemed feasible by Clean Pearland and the City; E. Work with Waste Management of Texas, Inc. ("Waste Management"), the City, and local apartment owners to establish apartment recycling programs; F. Work with City departments, including but not limited to the Parks and Recreation Department, to promote beautification and planting projects on public lands that will enhance the appearance of the City; G. Work with the City to promote, seek grant funding, and provide matching funds for the construction of walkways and bikeways throughout the City; H. Study, investigate, and develop educational programs for the entire community, encouraging litter prevention, litter abatement, beautification, landscaping, pollution prevention, and conservation of natural resources; I. Work with the City to develop and implement an action plan to become a member of the Clean Cities 2000 Program of the Texas Natural Resource Conservation Commission and prepare all required reports for this program; J. Review City ordinances dealing with environmental issues such as litter control, solid waste management, and beautification, and cooperate with the City staff to amend current ordinances and/or draft new ordinances found necessary as a result of the review and support passage of said ordinances by the City Council; K. Respond to telephone inquiries addressed to the City regarding solid waste and environmental issues; L. Work with the City to obtain and maintain the "Tree City USA" designation from the National Arbor Day Association; M. Work with other governmental and private entities in the area to seek regional solutions to solid waste problems such as the handling of yard trimmings, other organic materials, and household hazardous materials. 3. 13Y -LAWS. RULES. AND REGULATIONS - It is mutually agreed that Clean Pearland shall adopt its own by-laws not inconsistent with the ordinances of the City of Pearland and shall have independent authority to adopt, enforce and promulgate any reasonable rules and regulations governing its members and activities. 4. FUNDING AND COMPENSATION - The City agrees to allocate to Clean Pearland the monthly payment of Five Thousand Dollars ($5,000.00) for promotion of recycling activities and environmental education as set forth in the City's contract with Waste Management, in accordance with Resolution No. R96-48 passed and approved by City Council on September 23, 1996. The City also agrees to pay to Clean Pearland fourteen percent (14%) of any and all franchise fees it receives from Waste Management in accordance with said agreement, to fund environmental programs and projects that benefit citizens of Pearland. 5. RFEYCLE CENTER AND ADOPT -A -SPOT SIGNS - The City agrees to provide to Clean Pearland, space sufficient to accommodate the Clean Pearland Recycle Center, as needed, and agrees to store and erect Adopt -A -Spot signs within the corporate City limits upon request of Clean Pearland. 6. REPORTING - Clean Pearland shall provide an annual report to be submitted no later than September 1st of each year. Said report shall detail Clean Pearland's progress in performing its function as described in Section 2. Clean Pearland shall also respond to requests for information from the City Manager or his/her designee. a EXECUTED this / L -day of ATTEST: 1 .i. L i� nda C. Benit-z Secretary ATTEST: Taraiz Karafa, Secretary Clean Pearland CITY OF PEARLAND, TEXAS ro man City Manager CLEAN PEARLAND COMMUNITY COMMITTEE Richard A. Eskuc en, resident Clean Pearland RESOLUTION NO. R2010-50 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS AUTHORIZING A LEASE AGREEMENT WITH KEEP PEARLAND BEAUTIFUL. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Lease Agreement by and between the City of Pearland and Keep Pearland Beautiful, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby amended. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a Lease Agreement with Keep Pearland Beautiful. PASSED, APPROVED and ADOPTED this the 12'h day of April, A.D., 2010. ATTEST: APPROVED AS TO FORM: DAR N E� CITY ATTORNEY TOM REID MAYOR LEASE AGREEMENT THE STATE OF TEXAS § COUNTY OF BRAZORIA § Exhibit "A" Resolution No. R2010-50 This Lease Agreement is entered into by the parties hereto on the 12'h day of April, 2010, and in consideration thereof, the City of Pearland a political subdivision, hereinafter referred to as "Lessor," and Keep Pearland Beautiful, Inc. hereinafter referred to as "Lessee," do hereby covenant and agree as follows: 1) Lessor does hereby lease unto Lessee, certain office space ("Leased Premises") suitable for the use of Keep Pearland Beautiful in accomplishing its purpose of providing environmental education and beautification services to the residents of Pearland, Brazoria, Harris and Fort Bend Counties, Texas. The Leased Premises is more particularly described as follows, to -wit: Approximately nine hundred (900) square feet of general office space comprised of offices space and storage area to be used by Keep Pearland Pearland Beautiful. The space will be provided at a City facility to be determined by the City which is owned or leased by the City. 2) The term of the agreement shall be three (3) years, commencing on the 1" day of April, 2010, and ending on the 3151 day of March, 2013. This Lease shall automatically renew at the expiration of said term for one (I) additional year unless either party gives the other party ninety (90) day's written notice of its desire to terminate this Lease. During the term of the Lease, Lessor may terminate this Lease without cause at anytime and for any reason by providing Lessee written notice of its intent to terminate on a date certain that is a minimum of ninety (90) days after Lessee receives written notice of Lessor's intent to terminate this lease. In the event Lessor terminates this Lease, all legal obligations under this Lease shall and will immediately terminate. The Parties further agree that termination of this Lease pursuant to the terms stated above shall not be considered a breach of this Lease. 3) In consideration for this Lease, Lessee agrees to pay Lessor the sum of Four Hundred ($400) per month ("Rent") which shall be payable in advance on or before the 151 day of each month as an occupancy fee to cover a proportionate share of Lessee's telephone, coping and utility costs. In further consideration, Lessee agrees to maintain and manage said location in a manner suitable for use by the citizens of Pearland, Brazoria, Harris and Fort Bend Counties. The services to be provided by Keep Pearland Beautiful shall include, but are not limited to, maintaining an environmental learning center and distributing environmental literature for City departments as well as the performance of other services as the Lessor and Lessee agree are in the best interest of the publics health, safety and welfare. 4) Lessee shall furnish its own offices and provide its own supplies. Lessee shall not make any alterations, additions or improvements to the Leased Premises without prior written approval of Lessor, and any improvements made upon the Leased Premises shall become the property of the Lessor and shall remain thereon after the lease is terminated or Lessee abandons the premises; however, Lessor shall remove any alterations, additions or improvements within ten (10) days of receipt of written notice from Lessor requesting Lessee to remove the same, provided Lessor's request is made on or before the 30`h day following termination or abandonment of the Lease. Should the subject premises be substantially destroyed or rendered uninhabitable or unsafe or otherwise unfit for habitation by fire, windstorm, flood, or act of God, this lease agreement shall immediately become null and void and Lessor shall not be required to rebuild, repair, or replace said premises or its contents thereafter. 5) In the event that Lessee shall for any reason abandon the premises or cease to use them as a facility for the provision of environmental education and beautification services to the residents of Pearland, Brazoria, Harris and Fort Bend Counties, this Lease shall immediately become null and void and said premises shall immediately revert to Lessor, together with any and all improvements that shall have been made upon said premises. 6) Lessee shall indemnify, keep, and hold harmless Lessor, including but not limited to, its City Council, Mayor, City officers, agents, servants, and employee from and against any and all damages, costs, expenses, and attorney's fees for all claims and suits brought by anyone, including but not limited to, Lessee and its agents, officers, employees, successors, volunteer workers, invitees, and licensees by reason of death, personal injury or property damage sustained in, on, or about the Leased Premises, or premises, as a proximate result of the acts or omissions of Lessee, its subcontractors, agents, servants, or employees, or arising out of any condition of the demised premises, or arising in any way from any act or omission of Lessor, caused in whole or in part by the negligence of Lessor, its officers, agents, or employees. 7) It is understood and agreed between the parties that Lessee shall have the sole responsibility for the environmental education and beautification services to be undertaken by Lessee and the City of Pearland is a Lessor of the leased premises only, and has no right, duty or responsibility in performing said services to be undertaken by Lessee. 8) It addition to holding [.essor harmless, Lessee agrees and covenants to maintain liability insurance coverage in a minimum amount of $500,000. Upon execution of this Lease, Lessee must provide a Certificate of Insurance evidencing the same, issued by an insurance carrier licensed to conduct business in the State of Texas. Such insurance shall be maintained in full force and effect at all times during the term of this lease, and shall name the City of Pearland, Texas and its officers and employees as additional insured's. Failure to maintain such insurance, as required, shall be deemed as abandonment of the Leased Premises by Lessee. and shall give Lessor the right to declare this lease null and void. 9) In the event Lessee shall (1) abandon the premises or (2) Lessor or Lessee default in performance of any of the covenants and conditions required herein to be performed by either party and such default continues for a period of thirty (30) days, Lessor and/or Lessee shall have the right to terminate this Agreement ('Termination for Default"). Each party shall give the other ninety (90) days written notice ("Default Notice Period") of its intention to terminate the Lease pursuant to this Section, and shall have such ninety (90) days within which to cure such default and thereby avoid termination. Failure of either Party to cure such default within the Default Notice Period shall result in the termination of this Agreement, immediately upon the expiration of the Default Notice Period. 10) The parties understand and agree that Lessee may not sublease or assign any portion of these premises to other individuals or entities. 11) Lessee shall not assign or sublet the Leased Premise, in whole or in part, without the prior written consent of Lessor. Lessee shall not have the right to encumber the Leased Premises without the prior written consent of Lessor; provided however, this provision shall not prohibit Lessee from encumbering any of its personal property which can be removed from the Leased Premises without injury to the premises. Lessee shall not use, or permit use of, the Leased Premises in any manner that result in waste of the premises or constitutes a nuisance. 12) This Lease is a contract made under and shall, be construed in accordance with and governed by the laws of the United States of America and the State of Texas, and any actions concerning this Agreement shall be brought in the Texas State District Courts of Brazoria County. 13) This agreement shall be binding upon the successors and assigns of the parties hereto as through they had signed this agreement originally. 14) This Lease represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. 15) Any notice send under this Agreement shall be written and mailed, or sent by or personally delivered to an officer of the receiving party at the following addresses: If to the Lessor: Bill Eisen- City Manager City of Pearland 3519 Liberty Drive Pearland, Texas 77581 If to Lessee: Linda Cowles- Executive Director 2947 E. Broadway Pearland, Texas 77581 EXECUTED this 12th day of April, 2010. ATTEST: ;`QEARCgN�.. s 0' LESSOR CITY OF PEARLAND BY: TOM REID MAYOR LESSEE KEEP PEARLAND BEAUTIFUL Lin a Cowles Executive Director RESOLUTION NO. R96-58 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER TO AMEND AND RENEW THE AGREEMENT, INCORPORATED HEREIN FOR ALL PURPOSES AS EXHIBIT "A", BY AND BETWEEN THE CITY OF PEARLAND AND CLEAN PEARLAND COMMUNITY COMMITTEE, TO PROMOTE RECYCLING. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. The amendment and renewal of that certain agreement, annexed hereto and designated Exhibit "A" and incorporated herein for all purposes, is hereby authorized and approved. Section 2. The City Manager is hereby authorized and directed to execute for and on behalf of the City of Pearland and the City Secretary to attest the agreement and counterparts thereof. PASSED, APPROVED and ADOPTED this the a day of A.D., 1996. ATTEST: Y . BENI CITY SECRETARY APPROVA' AS TO FORM: ES cCULLOU H CITY A ORNEY Orr, TOM REID MAYOR