R-2016-040 2016-03-14RESOLUTION NO. R2016-40
A Resolution of the City Council of the City of Pearland, Texas, authorizing the
City Manager or his designee to enter into an Amended Cost
Sharing/Reimbursement Agreement with the Pearland Economic Development
Corporation associated with the Hooper Road Expansion Project.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Amended Cost Sharing/Reimbursement Agreement, 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 Amended Cost Sharing/Reimbursement Agreement.
PASSED, APPROVED and ADOPTED this the 14'''day of March, A.D., 2016.
ATTEST:
APPROVED AS TO FORM:
DARRN M. COK K
CITY ATTORNEY
TOM REID
MAYOR
Resolution No. R2016-040
Exhibit "A"
AMENDMENT TO
COST SHARING/REIMBURSEMENTS AGREEMENT
This Amendment (hereinafter "Amendment") is made between the City of
Pearland, Texas (hereinafter "City"), and the Pearland Economic Development
Corporation (hereinafter, "PEDC") to amend the Cost Sharing/Reimbursement Agreement
(the "Agreement") between the City and PEDC effective May 19'h, 2014.
1. Amended Terms. The City and PEDC hereby agree that Section 3 of the
Agreement, attached hereto as Exhibit "A", is amended as follows:
The total cost of the Improvements is estimated to be $5,401,602, the estimated
City portion is $I,920,140 and the estimated MHI portion is $3,481,462 as
itemized in Exhibit "B" attached hereto. MHI's estimated portion is $1,081,462
greater ("MHI Increase") than the projected participation amount of $2,400,000
reflected in MHI's Development Agreement with the City of Pearland, amended
October 2, 2014. The PFfC agrees to fund the City's portion of the
Improvements in the amount of $1,920,140 or the actual cost, and the PEDC also
agrees to fund the MHI Increase or actual cost associated with the MHI Increase
(collectively, "PEDC Participation"). The PEDC Participation owed to City
amount shall be paid to the City in installments or a lump sum amount to the City.
The timing and amount of the payment shall be determined at sole discretion of
the City, but in no event shall the total payments exceed the PEDC Participation
amount.
2. Agreement to Remain in Force. Other than the provisions of the Agreement
expressly amended herein, the Agreement. including other provisions of Section 4.2 c) not
amended, shall remain m full force and its enforceability shall be unaffected by this
Amendment.
EXECUTED and EFFECTIVE as of the / 7 iAday of `77l , 2016
PEARLAND ECONOMIC DEVELOPMENT
CORPORATION
a Texas non-profit corarorttior
By:
Rushi Patel d
Chairman
ATTEST:
Y1Tng Long
Secr ary
CITY OF PEARLAND, TEXAS
a Texas municipal corporation
By:
Cla earsg4i
City Mane
EXHIBIT A
ORIGINAL AGREEMENT
COST SHARING/REIMBURSEMENT AGREEMENT
Resolution No. R2016-040
Exhibit "A"
This Agreement is entered into this 19`" day of May, 2014, by and between the CITY OF
PEARLAND, TEXAS (hereinafter "City"), and the Pearland Economic Development
Corporation (hereinafter "PEDC").
WHEREAS, the PEDC is a Type B economic development corporation, created
pursuant to Chapter 505 of the Texas Local Government Code, as amended; and
WHEREAS, the City and PEDC desire the construction of the Hooper Road
Improvements (hereinafter "Improvements"); and
WHEREAS, the Improvements represent an infrastructure project located within the
boundaries of the Lower Kirby Municipal Management District ("LKMMD"); and
WHEREAS, Section 501.103 of the Texas Local Government Code (hereinafter
"Code"), in pertinent part, defines the term "project" to mean "expenditures that are
found by the board of directors to be required or suitable for infrastructure necessary to
promote or develop new or expanded business enterprises, limited to: (1) streets and
roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site
improvements, and related improvements; (2) telecommunications and Internet
improvements ..."; and
WHEREAS, the PEDC desires to fund a portion of the construction of the
Improvements; and
WHEREAS, the City can receive eligible reimbursements from the LKMMD for the costs
associated with the Improvements; and
WHEREAS, PEDC approved funding the Improvements for the City at its February 26,
2014, Board of Directors' meeting, after conducting a public hearing on the project; and
WHEREAS, City and PEDC desire an agreement to set forth their respective
responsibilities with regard to the Improvements and reimbursement of said costs.
WITNESSETH:
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. City shall be responsible for designing and constructing the Improvements more
accurately described in Exhibit "A" attached hereto.
Upon the approval of the plans and specifications by the City, City shall obtain
competitive line item bids in accordance with Local Government Code Chapter
252 for the construction of the Improvements. City shall review the bids and
award a contract to the lowest responsible bidder within thirty (30) days following
approval of the plans and specifications of the Improvements by the City. City
reserves the right to reject any and all bids for the construction of the
Improvements. Following award of the bid by City, City shall cause construction
of the Improvements to commence on or before September 1, 2017
("Commencement Date"), and shall cause the Improvements to be completed in
accordance with the plans and specifications within a reasonable period of time.
3. The total cost of the Improvements is estimated to be $3,975,000 and the
estimated City portion is $2,400,000 or 60%, as itemized in Exhibit "B" attached
hereto. The PEDC agrees to fund $1,575,000 or 40% of the Improvements in an
amount not to exceed $1,575,000 ("PEDC Participation"). The PEDC
Participation amount shall be paid to the City in installments or a lump sum
amount to the City. The timing and amount of the payment shall be determined at
sole discretion of the City, but in no event shall the total payments exceed the
PEDC Participation amount.
4. This Agreement shall be contingent upon the City and the LKMMD entering into a
Financing Agreement whereby the City agrees to pre -finance the Improvements
in return for LKMMD's agreement to reimburse the City for the costs associated
with the Improvements ("Reimbursable Fund Payments"). Within 90 days
following the City's receipt of a Reimbursable Fund Payment from LKMMD
attributable to the Improvements, the City shall reimburse the PEDC in proportion
to the PEDC Participation.
5. The initial term of this Agreement shall be for a period of eighteen (18) months,
commencing on the 19th day of May, 2014, and may be renewed as needed until
the Improvements are substantially complete.
6. This Agreement may only be amended, modified, or supplemented by written
agreement and signed by both parties.
8. 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.
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
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. To accomplish execution of this Agreement, it may be executed in multiple
counterparts.
13. The Parties agree that any suit arising out of or related to this Agreement shall be
filed in Brazoria County Texas.
14. All notices which are required or may be given pursuant to this Agreement shall
be in writing and shall be sufficient if delivered personally or by first class mail,
postage prepaid, return receipt requested, or by a nationally recognized courier,
to the parties and their attorneys at the addresses set out below or such other
addresses as the parties or their attorneys may hereafter notify one another:
If to City:
If to PEDC:
City of Pearland
Attn: Clay Pearson, City Manager
3519 Liberty Drive
Pearland, TX 77581
Pearland Economic Development Corporation
Attn: Chairman
1200 Pearland Parkway, Suite 200
Pearland, TX 77581
Notice delivered in accordance with the terms hereof shall be effective upon receipt.
In witness whereof, the parties have hereunto set their hands and signatures on the
date first above mentioned.
PEARLAND ECONSMIC DEVELOPMENT
CORPORATION
a Texas no -p =fit c• poration
By:
Rushi Patel I
Vice -Chairman
3
ATTEST:
CITY OF PEARLAND,
a Texas municipal orporation
By:
ClaMear
City Manag