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Home My WebLink AboutC2009-512 - 11/23/2009 - NAMulti-Agreement Addendum Page 1 of 13 Multi-Agreement Addendum The State of Texas § County of Nueces § This Multi-Agreement Addendum ("Addendum") is made by and among the CITY OF CORPUS CHRISTI, a Texas home rule municipality ("Cy"), HEB GROCERY COMPANY, LP, a Texas limited partnership ("Owner"), and SENIOR QUALITY LIFESTYLES CORPORATION, a Texas nonprofit corporation ("Developer"), for the purpose of amending the following agreements which were made between City and Developer: (i) Sanitary Sewer Collection Line Extension of Construction and Reimbursement Agreement ("Collection Line Agreement"), (ii) Application for Sewerline Reimbursement ("Reimbursement Application"), (iii) Timbergate Drive Development Contract ("Timbergate Agreement"), (iv) Deferment Agreement, filed for record under Clerk's File No. 2009042765, Official Public Records of Nueces County, Texas (the "Official Records"), and (v) Application for Waterline Credit. The Collection Line Agreement, Reimbursement Application, Timbergate Agreement and Deferment Agreement are sometimes collectively referred to herein as the "City Agreements", and City, Owner and Developer are sometimes collectively referred to herein as the "Parties" or individually as a "P~". Full and complete copies of the City Agreements are attached hereto as Exhibits A, B, C, D and E. RECITALS A. Owner and Developer are parties to a Purchase and Sale Agreement effectively dated August 11, 2009 (the "Sale Contract", as amended from time to time) contemplating the sale of approximately 16.739 acres in Corpus Christi, Texas (the "Property") to Developer for use as a continuing care senior community development; the Property is described below and depicted on Exhibit F attached hereto: Lot 1, Block 1, The Village at Timbergate, Unit 1, in the City of Corpus Christi, Nueces County, Texas, a map of which is recorded in Volume ,Page(s) ,Map Records, Nueces County, Texas. Subsequent to execution of the City Agreements, Developer elected to assign its interest in the Sale Contract and Property, including without limitation its interest in the City Agreements, to a related entity, SQLC Senior Living Center at Corpus Christi, Inc., for the purpose of taking title to the Property and undertaking the obligations of Developer. B. Development of the Property will require the extension of water and sanitary sewer lines and other utilities (the "Utilities"), as well as construction of Timbergate Drive along the northern property line of the Property and Seller's adjacent land, and the extension of Spanish Wood Drive at the southern end of 2009-512 11/23/09 HEB Grocery Co., et al Multi-Agreement Addendum Page 2 of 13 the Property, and that work will trigger certain reimbursement rights for a portion of the cost thereof. C. Developer desires to expedite the development process, in particular by deferring extension of the Utilities, streets and other plat improvements so they can be constructed concurrently with the other improvements on the Property. D. The City and Developer have agreed on the manner in which platting and construction of improvements on the Property and on Owner's adjacent land will proceed, taking into account the considerations set forth above, and those agreements are set forth in the City Agreements. E. The Sale Contract contains agreements on cost sharing obligations and plan approvals for the development work between Owner and Developer that are integral to the agreement between them, and Owner would not sell the Property but for compliance with those agreements. F. Because Owner's approval and participation rights under the Sale Contract, as well as Owner's agreement to pay for certain costs of installation of the Utilities and construction of streets, are necessary in order for Developer to perform under the City Agreements, this Addendum is made for the purpose of joining Owner to the City Agreements for the limited purposes set forth below, and not as a material change to any obligations of Developer and City therein. NOW, THEREFORE, for and in consideration of the mutual covenants in this Addendum, the Parties do covenant and agree as follows: 1. Incorporation of Recitals. The foregoing recitals are incorporated into and made a part of this Addendum. 2. Addendum. This Addendum is attached to and made a part of each of the City Agreements. To the extent any provision of the City Agreements conflicts with the provisions herein, this Addendum shall control. 3. Assignment of Developer's Interest. The parties acknowledge and approve assignment of Developer's interest in the City Agreements from Senior Quality Lifestyles Corporation, a Texas nonprofit corporation ("SQLC I"), to a related entity, SQLC Senior Living Center at Corpus Christi, Inc., a Texas nonprofit corporation ("SQLC II"), effective as of the date of the closing of the sale of the Property. For all purposes in this Addendum and the City Agreements, references to "Developer" shall mean and refer to SQLC I prior to the sale of the Property, and SQLC I I after the sale of the property to SQLC I I; provided, however, SQLC I shall not be released of liability for any of the obligations of Developer hereunder upon such assignment. Further, the assignment of SQLC I to SQLC II shall {118\142\00022390.DOCX;3 } 2 Multi-Agreement Addendum Page 3 of 13 not be effective as to the City until the City receives documentation of the closing of the sale of the Property. Notice shall be sent to the City Development Services Department at the following address: City of Corpus Christi Development Services Department 2406 Leopard St. Corpus Christi, Texas 78408 Attn: Johnny Perales, Assistant City Manager 4. Joinder of Owner Owner, as owner of the Property and a key participant in funding the development of the Property, is joined to the City Agreements for the following limited purposes: a. Notices. Any and all notices regarding City Agreements which are disseminated, shall be sent to both Owner and Developer, at their respective addresses set forth above their signatures below. b. Disbursement of Funds. Owner is entitled to receive any and all funds disbursed or refunded under the City Agreements, and in each instance City shall issue checks or otherwise deliver such funds to Owner (payable to HEB Grocery Company, LP) at the address above rather than to Developer. In particular, this applies to disbursements and refunds (i) under the Reimbursement Application in connection with the Collection Line Agreement, (ii) pursuant to paragraph 7 of the Timbergate Agreement, and (iii) pursuant to paragraph 7 of the Deferment Agreement. c. Owner as Approved Assignee. Pursuant to the Sale Contract and other separate written agreements between Owner and Developer, Owner has the right, but not the obligation, to perform some or all of Developer's obligations under the City Agreements in the event that Developer fails to do so. City acknowledges and agrees that Owner shall be a permitted assignee under the City Agreements, and upon written notice from Owner of the specific act or acts Owner shall perform and the specific obligation or obligations Owner shall undertake on behalf of Developer under the City Agreements, which need not be joined by Developer, City shall accept Owner as assignee of Developer for the purposes and to the extent set forth in such notice. d. Developer's Failure to Perform. If City deems Developer to be in default of any of its obligations under the City Agreements, City shall provide notice to Owner of such default or failure to perform as required under the City Agreements and paragraph 4.a. above. Prior to exercising any right City may have in the event of such default or failure to perform, Owner shall have fifteen (15) days following receipt of such notice to elect whether to undertake the obligations of Developer at issue, and thereafter shall have such reasonable amount of time as may be necessary in order to cure such default. In particular, City shall not exercise its rights under paragraphs 6 and 8 of the Deferment Agreement, and under Section 9 of the Collection Line Agreement, unless and until Owner has been given notice of Developer's failure to complete the respective improvements and the opportunity to diligently pursue their completion. {118\142\00022390.DOCX;3 } 3 Multi-Agreement Addendum Page 4 of 13 e. No Liability. Owner shall have no obligation to perform any act or undertake any obligation on behalf of Developer under the City Agreements unless Owner gives written notice to City expressly accepting such obligation(s). In particular, Owner has no obligation to City to provide the financial security described in paragraph 2 of the Deferment Agreement. For any act(s) or obligation(s) under the City Agreements which Owner opts not to perform or undertake, and therefore provides no notice of intent to City to act or obligate performance or undertaking of such act(s) or obligation(s) by Owner, Developer shall not be released of liability to City under the City Agreements. f. Communications with Owner. Even if Owner has not taken assignment of any of Developer's obligations under the City Agreements, City shall respond to a request by Owner for information on the status of Developer's performance under the City Agreements. 5. Disclosure of Ownership Interests. Owner agrees, in compliance with City Ordinance No. 17110, to complete the Disclosure of Interests form. 6. Miscellaneous Provisions. a. Except as amended herein, all terms, conditions and provisions of the City Agreements remain in full force and effect. b. This Agreement shall be recorded in the Official Records. c. The City Agreements, as amended by this Addendum, may not be further amended except by written agreement signed by City, Developer and Owner, and any amendment not joined by all three parties shall be void. Notwithstanding the foregoing, if Owner takes assignment of a City Agreement from Developer, Owner and City may thereafter amend such agreement without the joinder of Developer. d. This Agreement may be executed in a number of identical counterparts. Each counterpart is deemed an original and all counterparts will, collectively, constitute one agreement. 7. Exhibits. The following exhibits are attached to and made a part of this Addendum: Exhibit A: Collection Line Agreement Exhibit B: Reimbursement Application Exhibit C: Timbergate Agreement Exhibit D: Deferment Agreement Exhibit E: Application for Waterline Credit Exhibit F: Depiction of the Property {Signatures on following page} {118\142\00022390.DOCX;3 } 4 Multi-Agreement Addendum Page 5 of 13 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the dates set forth below the parties' signatures. HEB GROCERY COMPANY, LP ("Owner"), a Texas limited partnership 646 S. Main Street San Antonio, Texas 78204 By: Todd A. Piland, Executive Vice Pr ent ~v Date Signed: /i Z o T THE STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on `"/~~'"~~- / y , 2009, by Todd A. Piland in his capacity as Executive Vice President of HEB Grocery Company, LP. ~~ ~~~~~ Notary Public, State of Texas .` . arr~ . ,.;p.;'°~8,,, DEBRA L. SALDANA Nota Public, State of Texas -, ° '`,~ My Commission Expires ';';~E~F~„~~ March 12, 2010 {Signatures continue on following page} {118\142\00022390.DOCX;3 } rJ Maid-Agreement Addendum P~9 6 Of T3 Senior t~uality Ll#estyies Corp. ("Developer") 8523 Thackel~eet Daiias, TX 7 5. n ,~ President of Development THE STATE OF TEXAS § COUNTY OF~l § ~§ This instrument was acknowledged before me on V rY1 ~ ~, 2009, by Dave Brown, Vice President of Devek~pmen#, Senior Quality Lifestyles Corp. ~~-~.. ~ I 0`I,Y P4 r~i Ot Public, State of Texas ,I ,~}~.. Y4.,,, JANINE COHEN 1!~~; •~g Notary Public, State of Texas ~.,= My Commission Expires ~`-%~~~om~;o~ Aptll 10, 2011 SpLC Senior Living Center at Corpus nn. 8523 l"hackery Street Dallas, TX 75225 ~ l/ Charles B. Brewer, President THE STATE OF TEXAS § COUNTY OF ~ ~ Q 5 § This instrument~was acknowledged before me on 1 ~'JU~PYY1~~r (.~, 20U9, by Charles B. Brewer, President of SQLC Senior Living Center at Corpus Christi, inc. o ry Public, State of Texas wr P %. •~'`"""a~ JANINE COHEN PP,. s~ ?~°~ ••^'= Notary Public, State of Texas :'.,~ My Commission Expires ~''%:'%!oi~ta° Aprlt 10, 2011 'Mn"a~` (Signatures continue on following page) {1~e~~azwoo~so_oocx;s} - 6 Multi-Agreement Addendum Page 7 of 13 CITY OF CORPUS CHRISTI ("City") P. O. Box 9277 Corpus Christi, TX 78469 Telephone: (361) 880-3500 Facsimile: (361) 880-3501 ATTEST: r ~7 By: gy. ~` ~~~.,~j~v Armando Chapa A el scobar City Secretary City Manager THE STATE OF TEXAS § COUNTY OF ~~.d ~~~ § This instrument was acknowledged before me on the~day of ~~~.~~ , 2009, by Angel Escobar, City Manager, for the City of Corpus Christi, a Texas municipal corporation, on behalf of the corporation. Notary Publ c, State f Texas ,, ~ HOLLY HOUGHTON ,y ;; MY COMMISSION EXPIRES '~; p~; ~ Seplertiber 24, 2012 APPROVED AS TO FORM: Thi day of 'h ~~- , 2009. ~_ eborah Walther ro , Assistant City Attorney For the City Attorney {118\142\00022390.DOCX;3 } 7 Multi-Agreement Addendum Page 8 of 13 Exhibit "A" Collection Line Agreement {118\142\00022390.DOCX;3 } SANITARY SEWER COLLECTION LINE EXTENSION CONSTRUCTION AND REEMBURSEMENT AGREEMENT Page 1 of 7 SANITARY SEWER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT THE STATE OF TEXAS § COUNTY OF NUECES § This Sanitary Sewer Collection Line Extension Construction and Reimbursement Agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas Home-Rule Municipality, P.O. Box 9277, Corpus Christi, Texas, 78469-9277, and Senior Quality Lifestyles Corporation ("Developer"), 8523 Thackery Street, Dallas, Texas, 75225. WHEREAS, Developer in compliance with the City Platting Ordinance, has filed a plat, approved by the Planning Commission on September 30, 2009, to develop a tract of land of approximately 21.78 acres called The Village at Timbergate Unit 1 located south of Timbergate Drive and east of South Staples Street (FM 2444), as shown in the attached Exhibit A; WHEREAS, under the Platting Ordinance, the Developer is responsible far construction of Sanitary Sewer Collection Line Extension ("Collection Line Extension"); WHEREAS, under the Platting Ordinance, the Developer is eligible for reimbursement of the Developer's costs for the construction of Collection Line Extension; WHEREAS, it is to the best interest of the City that Collection Line Extension be constructed to its ultimate capacity under the Master Plan; WHEREAS, Resolution No. 026869 authorized the acceptance of applications to be eligible for reimbursement in the future when funds are fully available in, and are appropriated by City Council, from the Collection Line Trust Fund as per the Platting Ordinance, Section V.B.6.f)(2)(ii)(4)(a}; and WHEREAS, Developer has submitted an application far reimbursement of the costs of installing the Collection Line Extension (Exhibit B); NOW, THEREFORE, for and in consideration of the mutual covenants in this Agreement, the parties do covenant and agree as follows: 1. REQUIRED CONSTRUCTION The Developer shall construct the Collection Line Extension, in compliance with the City's Platting Ordinance and under the plans and specifications approved by the Development Services Engineer. 2. PLANS AND SPECIFICATIONS a. The Developer shall contract with a professional engineer, acceptable to the City's Development Services Engineer, to prepare plans and specifications for the Collection Line Extension, as shown in Exhibit C, with the following basic design: 1. Install 413 linear feet of 8-inch PVC sanitary sewer collection line. 2. Install one (1 } 5-foot diameter fiberglass manhole. 3. Install 413 linear feet of Class D Wastewater Sewer Line Embedment. 4. Provide 413 linear feet of OSHA Trench Protection. SANITARY SEWER COLLECTION LfNE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 2 of 7 b. The Collection Line Extension must begin at the south property line of The Village at Timbergate Unit 1 and extend to approximately 400 feet to an existing stub-out located near the intersection of Spanish Wood Drive and Tapestry Drive. From the existing stub-out, the Line Extension extends north along the future alignment of Spanish Wood Drive for approximately 413 linear feet and terminates at the south property line of The Village at Timbergate Unit 1, Block 1, Lot 1. c. The plans and specifications must comply with City Standard Wastewater Detail Sheets and Standard Specifications. d. Before the Developer starts construction the plans and specification must be approved by the City's Development Services Engineer. 3. SITE IMPROVEMENTS. Prior to the start of construction of the Collection Line Extension, Developer shall acquire and dedicate to the City the required additional utility easements ("Easements"), if necessary far the completion of the Collection Line Extension. If any of the property needed for the Easements is owned by a third party and Developer is unable to acquire the Easements through reasonable efforts, then the City will use its powers of eminent domain to acquire the Easements. 4. PLATTING FEES. Developer shall pay to the City of Corpus Christi the pro-rata fees as required by the Platting Ordinance for the area of the Collection Line Extension. The required acreage fees Developer is to pay to the City of Corpus Christi as required by the Platting Ordinance for the area of the Collection Line Extension, wilt be credited to. 5. DEVELOPER AWARD CONTRACT FOR 1MPROVEMENTS. Developer shall award a contract and complete the Collection Line Extension, under the approved plans and specifications, by October 31, 2010. 6. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this contract. 7. PROMPT AND GOOD FAITH ACTIONS. The parties shall act promptly and in good faith in performing their duties or obligations under this Agreement. If this Agreement calls for review or inspections by the City, then the City's reviews or inspections must be completed thoroughly and promptly. 8. DEFAULT. The following events shall constitute default: a. Developer fails to engage a professional engineer far the preparation of plans and specifications by the 10th calendar day after the date of approval by City Council. SANITARY SEWER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 3 of 7 b. Developer's professional engineer fails to submit the plans and specifications to the City's Director of Engineering Services by the 60th calendar day after the date of approval by City Council. c. Developer fails to award a contract for the construction of the project, according to the approved plans and specifications, by the 90th calendar day after the date of approval by City Council d. Developer's contractor does not reasonably pursue construction of the project under the approved plans and specifications. e. Developer's contractor fails to complete construction of the project, under the approved plans and specifications, an or before October 31, 2010. f. 1=ither the City or Developer otherwise fails to comply with its duties and obligations under this Agreement. 9. NOTICE AND CURE. a. In the event of a default by either party under this agreement, the non-defaulting party shat! deliver notice of the default, in writing, to the defaulting party stating, in detail, the nature of the default and the requirements to cure such default. b. After delivery of the default notice, the defaulting party has 15 business days from the delivery of the default notice {"Cure Period") to cure the default. c. In the event the default is not cured by the defaulting party within the Cure Period, then the non-defaulting party may pursue its remedies in this section. d. Should Developer fail to perform any obligation or duty of this agreement, the City shall give notice to Developer, at the address stated below, of the need to perform the obligation or duty, and should Developer fail to perform the required obligation or du#y within 15 days of receipt of the notice, the City may perform the obligation or duty, charging the cost of such performance to Developer by reducing the reimbursement amount due Developer. e. In the event of an uncured default by the Developer, after the appropriate notice and cure period, the City has all its common law remedies and the City may: 1. Terminate this Agreement after the required notice and opportunity to cure the default. 2. Refuse to record a related plat or issue any certificate of occupancy for any structure to be served by the project. 3. Perform any obligation or duty of the Developer under this agreement and charge the cost of such performance to Developer. Developer shat! pay to City the reasonable and necessary cost of the performance within 30 days from the date Developer receives notice of the cost of performance. In the event that Developer pays the City under the preceding sentence, and is not otherwise in default under this Agreement, then the Agreement shall be considered in effect and no longer in default. f. In the event of an uncured default by the City after the appropriate notice and cure period, the SANITARY SEWER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 4 of 7 Developer has all its remedies at law or equity for such default. 10. FORCE MAJEURE. a. The term "force majeure" as employed in this Agreement means and refers to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; insurrections; riots; epidemic; landslides; lightning; earthquakes; fires; hurricanes; storms; floods; washouts; droughts; arrests; civil disturbances; explosions; or other causes not reasonably within the control of the party claiming the inability. b. If, by reason of force majeure, either party is rendered wholly or partially unable to carry out its obligations under this Agreement, then the party shall give written notice of the full particulars of the force majeure to the other party within ten (14) business days after the occurrence or waive the right to claim it as a justifiable reason for delay. The obligations of the party giving the required notice, to the extent effected by the force majeure, are suspended during the continuance of the inability claimed, but for no longer period, and the party shat{ endeavor to remove or overcome such inability with all reasonable dispatch. 11. NOTICES. a. Any notice or other communication required or permitted to be given under #his Agreement must be given to the other Party in writing at the following address: 1. If to the Developer: Senior Quality Lifestyles Corporation 8523 Thackery Drive Dallas, Texas 75225 2. If to the City: City of Corpus Christi 1201 Leopard Stree# {78401) P. O. Box 9277 Corpus Christi, Texas 78469 ATTN: Assistant City Manager Development Services b. Notice required by the paragraph may be by United States Postal Service, First Class Mail, Certified, Return Receipt Requested, postage prepaid; by a commercial delivery service that provides proof of delivery, delivery prepaid; or by personal delivery. c. Either party may change of address for notices by giving notice of the change under the provisions of this section. 12. THIRD-PARTY BENEFICIARY. Developer's contracts with the professional engineer for the preparation of the plans and specifications for the construction of the project, contracts for testing services, and with the contractor for the construction of the project must provide that the City is a third party beneficiary of each contract. SANITARY SEWER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 5 of 7 13. PERFORMANCE AND PAYMENT BONDS. Developer shall require its contractor for the construction of the project, before beginning the work, to execute with Developer and the City a performance bond if the contract is in excess of $100,000 and a payment bond if the contract is in excess of $25,000. The performance and payment bond must comply with Texas Government Code, Chapter 2253 and must be in the form and substance as attached to this Agreement. 14. WARRANTY. Developer shall fully warranty the workmanship of and function of the Sanitary Sewer Collection Line Extension and the construction of the Sanitary Sewer Collection Line Extension for a period of one year from and after the date of acceptance of the facilities by the City Engineer. 15. REIMBURSEMENT. a. Subject to the appropriation of funds, the City will reimburse the Developer 100% of the reasonable cost of the Collection Line Extension, not to exceed $32,321.91. See attached cost estimate {Exhibit B). b. The City agrees to reimburse the Developer on a monthly basis upon invoicing for work performed. The reimbursement will be made no la#er than 30-days from the date of the invoice. Developer shall submit all required performance bonds and proof of required insurance under the provisions of this Agreement. c. To be eligible for reimbursement, the work must be completed in a good and workmanlike manner, and must have been inspected and accepted by the City. The City agrees to conduct periodic inspections and approve the progress of the work at key points during construction. d. In the event that this Agreement is terminated by the City, as a result of an uncured default by the Developer, at a time when there has been a partial completion and partial payment for the improvements, then the City shat( only reimburse Developer for its costs that were legitimately incurred towards the completion of the improvements that have been inspected and accepted by the City up to the time that there is an uncured default by the Developer. 16. INDEMNIFICATION. Developer shall indemnify and hold harmless the City, its agents, officers, and employees {"Indernnitees"} from a!I suits, actions, or claims and from all liability for any and all injuries or damages sustained by any person, including without limitation workers compensation, personal injury or death, arising from or incident to the construction of the Sanitary Sewer Collection Line Extension by Developer. 17. COVENANT RUNNiG WITH THE LAND. This Agreement is a covenant running with the land, The Village at Timbergate, Unit 1, a subdivision in Nueces County, Texas, and must be recorded in the Official Public Records of Nueces County, Texas. The duties, rights, and obligations of the Agreement are binding on and inure to the benefit of the Developer's successors or assigns. SANITARY SEWER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 6 of 7 18. ASSIGNMENT OF AGREEMENT. This Agreement or any rights under this Agreement may be assigned by Developer to another with the written approval and consent of the City's City Manager. 19. DLSCLOSURE OF OWNERSHIP INTERESTS. Developer further agrees, in compliance with the City Ordinance No. 17110, to complete, as part of this Agreement, the Disclosure of Ownership interests form. 20. EFFECTIVE DATE. This agreement becomes effective and is binding upon and inures to the benefit of the City and Developer, and their respective. heirs, successors, and assigns from and after the date of execution by all parties. 21. AUTHORITY. The person signing this Agreement on behalf of the parties represents, warrants, and guarantees that they have authority to act on behalf of the party and make this Agreement binding and. enforceable by their signature. / EXECUTED in triplicate originals this ~°~~-day of f ~~.-1~~~ ~ , 2009. Senior Quality Lifestyles Corp. ("Developer"j 8523 ThackeyQiS#~eet Dallas, TX 7 2~5 n By: r- ---~---~. ave Brown., Vice President of Development THE STATE OF TEXAS § COUNTY OFR- § This instrument was acknowledged before me on~,~. , 2009, by Dave Brown, Vice President of Development, Senior Quality Lifestyles Corp. ....._~......,o ~.~;~r~~ JANINE COHEN ' Notary PubNc, State Of Taxes N to Public, State of Texas ~~~~.•~ MyGommissian Expires Apra to, zoi ~ SANITARY SEWER COLLECTION LINE EXTENSION CONSTRUCTION AND REIMBURSEMENT AGREEMENT Page 7 of 1 CITY OF CORPUS CHRISTI ("City") P. O. Box 9277 Corpus Christi, Texas 78469 Telephone: (361) 880-3500 Facsimile: (361) 880-3501 ATTEST: By: Armando Chapa City Secretary r ngel Escobar City Manager THE STATE OF TEXAS COUNTY OF NUECES § This instrument was. acknowledged before me on the day of v, 2009, by angel Escobar, City Manager, far the City Of Corpus Christi,. a Texas municipal corporation, on behalf of the carporatian. ~, „ ~"~'s HOLLY HOUGHTON f,= MY GOMM(SSION EXPIRES Notary Public, tate Of exas ~a `24'~a~2 APPROVED AS TO FORM: This ~ day of O~~ , 2009. 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'~ ~1~1 wPpnRll ~D7 ~~ s~Y P'K AM ~W ~E~/~~ ~~iT 8 ~N~3~ SSilll r~ p ~ ~a ~ .'gwex.o Iws eptt• Pt 1 - - - ~~"i t. nat ~ $ ~ P ~!~ ) i ~~~ I I ~ 8 ~~ ~ 1 ~ ~~~I P~ A~ ~ ~ ~~ 1 ~ i ~ I I ~# i I I ~ ~~ ~ I' -~~ ~ II I III Y ~I I 3 i ~I' I ~ °~ ~ F_" 1 I a ~ I ~ 1 f ~~ ~~~ _ ~~ ~ ~~~~~; ~~ ~8~~ ~ ~~~ I~I~ .~ ~ 1 ~~ ~~ $~~ I ~z ~ ~ ~~~ ~` ~~ ~ ~ ,es~ ~~~ i ~ ~ ~i~ ~ ~ ~ s ~ ~a ~ I l 0 1 06 oyoue~ r i I I bgagk ~ I 'uttc 1 1 I I Ad~ ~t# At ~ ~- I „ I I 1x5 I I I ® I~~ I I~ 1 II I j I I f ~~ ~~~ ~~ i i ~~ 11 I ~ as ~ y 'c n I ~~ I ~ s~ ~ ~ ~ _~ I (~mN aatt t~«+'A, ~w4+~ '++w) r{x.4 ~w! ww ~ ') t / \l ~s ww~ o~'bu3't~~i• ~ Y~ ,eau I .ywt wreo~J t~ ~ wY~ ~^a- ~` ~~~ I { ~. it wfWt Yt >n I ~ ~_ l eaMM 'N »t _~ I q~ ~~ I ` ~•--- ! g ~ r ,t ~ ,, taraY e~pue! ioab~ '+'~ol ~~~ (a+M ~w•~ a'.ns na«rw ~I~ i~~ ~ ~~i~ ~ t 'A+roo dr •wan ~o~rs~w~b F~ ire ,aat~ I .nwi watlo~sg6o' ~ Ire +~u ~ ~ qj '~i~' .._arst~. n 'ewwoo •ts to a ~•s roc m ~ ~ 1 t I ~~ ~~ "a I I ~~~ ~~ ~) K w tot ~ ~ IOjI I waa ~an.~° A~~ s pn ~.~w.s'.o ~~uu ~o I R 'Awa9 Matt+N q ~- ! E 5c1- ''Ce~RI ~Y ~' ~ ) yen ~ ~ u~p~y~d iukl ~ 9 ~vbe ~ I '~ ~ } II ~ t ~-w~ ~ 1 1 IpRev! Puo )nl6 ~ ~l ~~1 ! t~ NNO ~ I ~ ~aauo ~i # 1 YAet _ I 1 l4 '~I t% 34 YiOai bl t01 n 1 ~ _~ _ ~_ _ _ - ~ - - - ~ aasrh~ tN4Lit d9N Mxaoa wes wu At I _ - ~.~ I ~ N~L,94SRi ~~ ~ ., ~~ I '~ 1 ~ w~ I I i q1~ ,gefuo~lufw~ian6~N°py~,.pAt ~ 1 1 I N ~a1'p'y~noyp uewo otx "p~*~ ~00flubYw+N q~Si °wo ~~~' I I ~~ $' ~1 u-1+t0 ~~:~ MC'~~1Vy0 +'al! ~~ ~LL MGM H +~on„S '01 iel ~ ~ ~ ` ~ I ~~~~I ei I ~~ I II I aQ ao N N •tW? - a Engineer: Murray Hudson, P.i:. By: CRR A. SANITARY SEWER IMPROVEMENTS: 1 8° PVC (10'-12' Cut) 2 Embedment 3 OSHA Trench Protecilon 4 Well Pointing 5 S' Diameter Manhole (14'-12' Desp) Preliminary Cost Estimate for Off-site Sanitary Sewer Improvements SPANISHWOOD DRIVE 413 LF .$45.00 413 L1= $9.00 413 LF $4.76 419 LF $22.00 1 EA $8,500.00 PART ASLIB-TOTAL: B. MISCELLANEOUS 1MPROVEMENTS: 1 General Conditions, Bonds and Insurance 1 LS $2,842.75 2 SWPPP Items 1 LS $1,000.00 PART BSUB-TOTAL: CONSTRUCTION TOTAL: ENGINEEsRING AND AINiIIINl8TIZATION 1 Engineering ~ 896 of construction 2 Topographic Survey for design 3 Construction Testing 4 Construction Staking ~ 396 of construction 5 Storm Water Pollution Prevention Plan TOTAL ADMlN. COST: TOTAL E571MATED SPANISHWOOD OFF-$ITE SANITARY 3EWEeR IMPROVEMENT COST: CONTINGENCY (109'0): OFF«SITE SPANIBHWOOD 8ANITARY SEWER TOTAL: Sept. 25, 2009 Job No. 37680.A9.01 $18,685.00 $3,717.00 $722.75 $9,086.00 $8,500.00 $40,610.75 $2,842.75 $1,000.00 $3,842.75 $44,4S3.S0 $3,556,28 $500.00 $750.00 $1,333.61 $750.00 $6,888.89 $61,343.38 $5,134.34 $56,477.73 ACREAGE FEE 16.74 acres @ $1443.00/acre $24,786.82 REIMBURSEMENT LESS ACREAGE FEE CREDIT $32,321.91 ~~ EXHIBIT B Urban Engineering 2725 Swantner Corpus Christi, TX 78404 361.854.3101 1 SPNI(9f#+pQl) !7R ,.. -i,1r !, ''~1 il1~~{, ;f . 1 ~ { l~.r ":~i ~• :~~;~~ : Iii !! .t .e '?7 1: ~~~~1;i.`ii:l: ~~.71~i i} ~~ • ~ ~it }k.4 p ti ~i{1~~1~t1~:} ail i~'~''sE+°1 ~+ , : ' i i ! c : i~ Ij i};it;{}f j Ili'il 7 i•,~ Q I CIE ~ ~a9ii~ta ~ r 8' PVG YIA'(HZi.I~ q 6 Yv '~ .' Y ~I I • r iv i1• j = • 148k8' pVG G~0~0 ~'~ J i!I l iff~•':i isll~ }1o- S:''7 ~-~, i1i4~~~~-~?' ~ f '4 ~J :;.`.;..k.~.... ~ ~:42tx {rY , i ¢ F 7 ' i ~ i . 1 ~''... • // ~' .r,r~if1tt,c .ili~i: S ~.! v;t , ~ in~ 1~4 i {'1; ~ i` rJ Ilt~~iz ~1~ ~ ~ P # l.i !;ii. 7~ WIZ l j ~ 7e N ii,~•~ i~b,! . ~~i~`i!, ,t~~Y ,;ti. ~ Kj 1 ~• t~;ii_ ~= j f+ +S ~ . 8.8A71:V .'.?:.. 6.i. ., ~: ii111' ~t ! ii ids?~~r~,'}I ii e:~:i;l~s;jl .. ,. ;kat . Nr; f t''rvcc.-aoc ~s, ii';:{~ ~~~~?i1Eii1 E` ~~;~i~:`i i3 lli t;i: ~' l~ 1 I `~ . ~ [uaw~ i a 't1E TO ~Sfii6 b' PVG ~"5~~ ~IL~~ i 1 ~~~~~~ 1 for ~~ t ~ ~ v. ~.~., : ` ...j ~ ~ it ~ i ''rr: ..` GQRP~78 G'IR1671~ T~f/~9 ><itl ~ } 'tis t~'z e'.ia{{~~ svetrw~wN~e~taw~ ` ` E(ti' a ' ~ ~ 19i0~b IMW•N.lQidliOl ~} 1. 1, f1 ! .~~( ~ ^'O ~~1/I~ .~ t', _~ 6~i ~` ~ 17/1-TEY~ ti~Utpynl~pl~0ag1Ptp1eRg1~500up~37640V~9D1V'~JB[ICIMPROVEMI:NTSSO~St~e>au~l:cNq~41'~~'~i5:~~ EXHIBIT C `•.., I. .+• r .f.. t{ I 545{8 WG QaD 8"PVG G•~400 ^..S~E Qlt-917E Pl.i~} 1"OR tlJN11WA710N Multi-Agreement Addendum Page 9 of 13 Exhibit "B" Reimbursement Application [attached hereto] {118\142\00022390.DOCX;3 } APPLICATION FOR SEWERLINE REIMBURSEMENT I, Dave Brown VP of Development for Senior OualitY Lifestyle Corooration and the developer of proposed The Villagg at Timber~pte Unit_l Subdivision, hereby request reimbursement of $32.323.35 for the installation of the sanitary sewer (collection line) in conjunction with The Village at Tunbergate Unit 1 Subdivision, as provided for by City Ordinance No. 17396. Said $32,323.35 is the construction cost, including engineering cost, in excess of the lot/acreage fee, as shown by the cost supporting docume attached herewith. (Developer) ate THE STATE OF TEXAS ){ ~ ~--i-~S COUNTY OF Ir~~R'-(-Elr )( This instrument was acknowledged before me on ~ ~~~`~ ~ , 20~ by 7.?~4d~ B~acJ.c/ 1~ ~` of ~' wia~ ~ ~Aci TY t ~FESrYiES , a Texas Corporation, on behalf of said corporatio . i ,,•a~,. ;~ JANINE COHEN :°~ '~~= Notary Public, Stata of Texas ~~'„ My Commission Expires No blic in and for the State of Texas ~~~ err AprII 10, 2011 CER The information subtrriitted with this application for reimbursement has been reviewed and determined to be correct. Reimbursement is subject to: (a) sufficiency of funds in the (Collection Line) Trust Fund, and (b) appropriation and approval by a City Council. ~/~ ~ ~ > `yll ~ ~ ~' Develop ent Services Engineer (ate} Exhibit C Multi-Agreement Addendum Page 10 of 13 Exhibit "C" Timbergate Agreement [attached hereto] {118\142\00022390.DOCX;3 } 1 ~ Timbergate Drive Development Contract Page 1 of 5 TIMBERGATE DRIVE DEVELOPMENT CONTRACT THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF NUECES § This Contrac# and Agreement (hereinafter "Agreement') is entered into between the City of Corpus Christi, Texas, a Texas home rule municipality, (hereinafter "City") and Senior Quality Lifestyles Corporation, (hereinafter "Developer. WHEREAS, Developer and others who own property within the area served by the planned collector, Timbergate Drive, as shown on Exhibit A attached to and made a part hereof, which area is hereafter called "Timbergate Drive;" and WHEREAS, all of the lands situated within Timbergate Drive are generally undeveloped and not platted in accordance with the City's present Platting Ordinance; and WHEREAS, Developer and others who own land within Timbergate Drive (hereafter called "Participating Owners"} have joined together and entered into various. Agreement in an effort to cause the construction and improvement of such Timbergate Drive a# substantial cost savings to al( persons who own land with Timbergate Drive; and WHEREAS, Developer and certain owners within Timbergate Drive (hereafter called "Funding Owners"} have agreed to advance the funds necessary to acquire the necessary right-of-way, to cause the construction and improvement of Timbergate Drive as required by the City in connection therewith (hereafter called the "Project") with the understanding that all persons who own land with Timbergate Drive who initially do not contribute their prorata share of the cost of constructing such Project (hereafter called "Non-Participating Owners") shall be required by the City to pay their pro rata share of the cost of such Project, as set forth in Exhibit B, attached hereto and made a part hereof, at the time hereafter specified; and WHEREAS, the Funding Owners have devised apro-rata frontage plan far sharing the total cast of the Project among all Participating Owners and Non-Participating Owners who will be served by said Project; and WHEREAS, the cooperative plan for such cost sharing appears to be a logical and systematic approach to providing improved access to an area of the City now ready for development which would otherwise be unable to provide access on a piecemeal basis; and WHEREAS, said plan is deemed by the City to be appropriate and acceptable. Timbergate Drive Development Contract Page 2 of 5 NOW, THEREFORE, Developer and City hereby agree as follows: 1. Developer shall cause each Participating Owner to dedicate to the City that portion of the right-of-way for such Timbergate Drive which crosses such owner's tract of land at the location and the width shown on Exhibit A. 2. The Participating Owners are the owners of tracts numbers one (1) and two (2) as shown on said Exhibit A. 3. The Non-Participating Owners are the owners of all other tracts situated within Timbergate Drive, as shown on said Exhibit A, other than the owners specified in paragraph 2, above. 4. The estimated costs to be incurred in completing the project attributed to each tract within Timbergate Drive is calculated on a linear foot frontage basis with respect to that portion of the cost of the Project situated along Timbergate Drive, are set forth on Exhibit B. 5. When the actual costs of the Project are determined and fixed, then Exhibit B shall be modified (using the same per linear footage cost basis as specified in paragraph 4, above) to reflect the actual cost attributable #o each Non-Participating Owner. 6. Each time #hat aNon-Participating Owner seeks #o obtain from the City any of the following: {a) Approval of a plat of all or portion of a tract within Timbergate Drive; or (b} Approval or issuance of a building permit with respect to the construction of any improvements situated on all or portion of a tract within Timbergate Drive; or (c} Approval of any utility connections or the furnishing of any utilities with respect to all or any portion of a tract situated with Timbergate Drive; the City shall require each Non-Participating Owner to pay to the City such owner's share of the actual cost of such Project (determined in the manner specified in paragraphs 4 and 5, above) plus an interest rate equal to 5.0% per annum, with respect to the specific linear frontage for which such approval is sought. Such interest factor shall be calculated from the date the public improvements are accepted by the City Engineer to the da#e such Non-Participating Owner pays his share of the Project cost. Timbergate Drive Development Contract Page 3 of 5 7. Immediately upon receipt of any sum from any Nan-Participating Owner, under the terms of paragraph 6, above, the City shall immediately pay and disburse such sum to the Funding Owners through Developer, in accord with the percentage allocation furnished to the City by Developer at the time the actual costs of such Project have been determined. 8. Any Non-Participating Owner may pay his share of the cost of the Project, plus the interest factor, if any, at any #ime; whereupon, such Non-Participating Owner shall have no further obligation under the terms of this Contract or any ordinance or assessmen# enacted in connection with this Contract. 9. City shall enact such ordinances and levy such assessments as shall be necessary or desirable to give notice of and perfect and enforce the terms of this Contract with respect to each tract located with Timbergate Drive, except those enumerated in paragraph 2, above. City's obligation to reimburse Developer and/or Funding Owners shalt only be from funds received as provided for in Section 6 herein and should, for any reason, any such ordinance or assessment as provided for in Section 9 be ruled invalid and/or otherwise illegal by the Texas Supreme Court, or a lower court if no appeal is made by Developer or City, the City will have no obligation to reimburse said Developer or Funding Owners under this Agreement. 10. This Contract shall cease, terminate and expire upon the occurrence of the earlier of the following dates: (a} The date of the twentieth (20tH) anniversary of this Contract; or (b} The date that each owner of each tract within Timbergate Drive has paid his pro rata share of the costs of such Project. 11. The Non-Participating Owners are responsible far the construction and installation of the required sidewalk along the north side of Timbergate Drive without compensation from the City, Developer or Funding Owners. 12. City agrees to maintain Timbergate Drive and appurtenant structures after: (a) Plans providing for such work are approved by the City Engineer; and {b} City Engineer certifies that he or his representatives has inspected and is satisfied with such construction. 13. Developer shall furnish City with evidence of a satisfactory one year warranty against defective materials and/or workmanship from the date of acceptance of maintenance of work covered by this Agreement. Timbergate Drive Development Contract Page 4 of 5 '14. This Development Contract or any rights under this Contract may be assigned by Developer to another with the written approval and consent. of the City's City Manager. EXECUTED in triplicate originals #his ~~~ day of - ~ , 2009. Senior Quality Lifestyles Corp. ("Developer") 8523 Thackery Street Dallas, TX 75 5 By: eve Brown, Vice President of Development THE STATE OF TEXAS. § t ~.--~ § COUNTY OFr This instrument was acknowledged before me on ~~~ , 2009, by Dave Brown, Viee President of Development, Senior Quality Lifestyles Corp. of ry Public, State of Texas 1~~/rte/r~ll~~ ~;:; ., ~. JANINE COHEN +'.;~,;¢`~ Notary Public. State of Texss 's ..= My t;,ommisslan Expires ;~i~'o`'~ Ap(II t0, 2011 nh++`~ Timbergate Drive Development Contract Page 5 of 5 CITY OF CORPUS CHRISTI {"City") P. O. Box 9277 Corpus Christi, Texas 78469 Telephone: (361.} 880-3500 Facsimile: (361 } 880-3501 ATTEST: By: Armando Chapa City Secretary By: ~ .~~~ g I Escobar fty Manager THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the ~~'Glday of ~~~, 2009, by angel Escobar, City Manager, for the City Of Corpus Christi, a Texas municipal corporation, on behalf of-the corporation. .d........~.~. ~r • ay tIOLLY FKx!(iFfTON "= MYCaMMISSIpNEXPIHES Notary Public, ate Of T as APPROVED AS TO FORM: This ~...~ d y of ~~~ , 2009. ~`.~ ice. ~borah Walfher Brown, Assistant City Attorney For the City. Attorney ~ -'~: ~~~q~:1.~ Ail'i t'fC1R1Z~D lir c~outaru ~.~.LA...~ ~ 3~ ...2:~, SECRETARY /~• µ~,- ~s1: EXHIBIT A Elt$: Murray Hudson, P.E: STREET AA)!>ICIPATIOgf E$TIAIATF Seel. 1& 2009 By: C.Rfi, for Jao.CJo. 37898.A9:01 r4atrlNO Nulreovf:r~eprs TN!'VIl4AQ0 ATTIMSAR¢A1E UNIT ON8 (nodh half d ilmbetIIol~ Ddvy n F.l1 5 B LL OT IVE o etlsa!al , end.cc or . .txeavaaon __ Ili _ d y~ 8 'L CUIti z 7 2b1 8, i . Ac SY Y LF eaa 74, 0 68:25• 1. o0 687;0 Oo f1 ,54 ; ;50 8 A' 1 M n h ~' g: 8 F F 1~7 L .00 3 A ~ rerxli.Prdtecdo6 " 6 4 '500' 000.04 PAR ~ U -TOTAL: i .00 T M DAIV STORM $ IMPROVL'ME cat Son i 2 arced Sox OS. .T ' 4 4 4 11 . 3 . ~~ .. .. T ~ 6 ~i. ~ q Ezcevallonto Ik.t~kh'TlsfnlaeRi Rrip 1 LS $1 SW1200.00 1500D.00 i70120(L00 .....E N ____,----^ ' •.- - .~ ~ ~ e ne rd d46 . - 9 ~ e 1. f8D q-s. aan ruirevwe eves .A T 1afY EXHIBIT B Irtg: Murray Hudson, P.E. STREET PARTICIPATION esnMATe Sapt.18, 2009 f3y:O.R,ff, far .fob Ido. 3yb48A9:01 P.IATIINO' IAWROYEMENiS THEVILiAGE pTT)MOgI¢A1F.VNR ~Nf'.. (no~Ht 1[q).I d rlrib~TyoffOilye) N NtBT ZION 2 3 4 5 aons0uo 0 3 d QoneFuctlan T CdAb0uca0n M sfnl on u aN fa1(ar180n . an ~ .00 600.00 14 3~i6 = I~Ot T 83 7: 90 787.0 PARTI GIpATI N C. lA A. ST 1 B. TA 1 REE I P 6tr8dNn iriKttr6xeludn sldetv,8lk RM R IMPRQNE T.S; OD7G im ants red alert nor0i slde "" an enddral>Q e . tA.. be il.aA:nri-olfcohUibu ori: .~ ta'nor01 " TI f 3 14' , 49 ~1 :o1Wat pn6Yi5' "' "'f~PNB 528:1 D. E 1 N EliiNQ'AND' IM: of " e edidd. aril 6 0 .47 A TIpP.A ON_ MA ORNO .RTH' OF$T E 5 841. B ,Pr ik a water nrn-oe cb 1<on " '1 2 o'tai iU . fl arsvc~ted wl0t TUiib . slam sewer d SSFS PaOOn a bul8ble to Ib atl na0t tgdti of a to In CFS 1 60 ulon 4. 2olY EXHIBIT B _ . _ .... ... ........'~ _ .... :..... ~ . - :.' :_ .. .:, ,, ,~ _ ... .. - ..._....... _ . , - .' '. : ' ~ • ' _ ~~1~ ~ .... .~.. ....;. .. .~ :. .~~. ._ ~ ~ '.. . .' _ :.. .. ...:... ... ~........ ._.: .. _ _ ...Y ., ~ _'. :. ' .. + ` E t E~ ~ ~ ~ . : .' AA . ~ • . jyW~Qgl~ RI _ - r ~ _ ~1W711~ •..~ a ... ~ ~ '+'~ C ~' .... ... .. _. _..._....._.... .- ~ . i .. : . .. ... ~ I J .. 1.~ . - :. ~ . ~ ~ r _ ._ . , _.~ - • . ~ ..-.: i~ ` t .:. ._-._ . __ _ .~. r~-... laM~ NOIAfQODOK ~ __..-.. ...... _.........._. ..... ~.._-.._.__...___ ~ ___..__~...._..__... 7 ~_ Np~YiAM77M .........11AW......_..__... _..._.._.. .. .~ .. ... ...: y i,. _ _. ._...y.. . ~ .._._ .... .... . .._ PP . ..-r ,.. - e . ..... ~ ..__ i~~- ` :; . AM'JO __ .may- ry~ _ g .~ /1 ._ ~.... gaa .1 ~. ~ . 4 _. ..- ... ... .. ~ ~ . .... .. '' ~ ~. g71U1 F T`~~TIMN~~~~{P,6 ~r11~Y~ y. ~: 5143.:.a...f.rur'~ r j~J, .. _ ii t ji1'II T .y`'.-' ~u' •St.~: is Y-/CI ..~ .. ._ .. ., z.. , j... ~ ~ _ ._ ~.~ , ~... .,-~S . g.~. .:~ e :,..., r ~; ~7 ~~ ~` ~ .. 7iY10>DII~' !:'Tb I 1 ti ~. ; •~~•. '.. ;~ N ~ ... ._ ... ~,~~ _ ~ . Iy• 'i _,.... • _.. :.... .........: ... ,. ... . ~, Y { ~.. i.~. ... ~ . .. ^"- ~,,...... .. .I. ~.'•~ n d. ,; ~; ': :. ~ +- :~. ......_..,~.....~ ~-alAr~iilwwNr- j ui ... •• ~ ~~ ..r I w1 X1'1' `. I ~ f ..:... .. :... i~~- jj ! I _rw sl~*. ---~-------L_~a~a~aa~saa.--- _-~____-~_- y ~»r~ 'n~ y~u~s .Mt4nF; v+~s ' ~il:... EXHIBIT C i_ _ Multi-Agreement Addendum Page 11 of 13 Exhibit "D" Deferment Agreement [attached hereto] {118\142\00022390.DOCX;3 } 11 ~ ~ ('~ (V•,,! \! ^ Deferment Agreement r /""~ C Between SQLC and City Page t of 7 DEFERMENT AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § This Agreement is entered into between the City of Corpus Christi, Texas, a Texas home rule municipality, (hereinafter "City"} and Senior Quality Lifestyles Corporation, (hereinafter "Developer"), and pertains to deferral of the. required completion of certain improvements required prior to filing the final plat of The Viifage at Timbergate Unit 1 (the "plat"), which was approved by the Planning Commission on September 30, 2009. A copy of the plat is attached and incorporated as Exhibit A. WHEREAS, the Developer is obligated under Section III, Paragraph H, Subparagraph 5, of the Platting Ordinance to construct seventy-five percent (75%) of the required improvements, before the final plat is endorsed by the City Engineer. Detail construction drawings must be provided by the Developer and approved by the City's Departments of Development Services and Engineering prior to the start of construction; WHEREAS, the Developer is seeking to defer, for a period up to one year, the construction of the water, wastewater, paving., and drainage improvements (hereinafter the "deferred improvements"}, as shown in Exhibit B, as required by the City's Platting Ordinance; WHEREAS, the Developer is seeking to have the plat filed immediately with the County Clerk of Nueces County, Texas, before completion of seventy-five percent (75%) of the required improvements as required by Section III, Paragrapi't H, Subparagraph 5, of the Platting Ordinance; WHEREAS, The Developer agrees to past financial security in the sum of One Million Seven Hundred One Thousand Two Hundred Ninety-Eight Dollars and 59/100 ($1,701,298.59} issued by a financial institution acceptable to the City, for 110%° of the estimated cost of constructing the Deferred improvements, issued by a surety acceptable to the City, for 110% of the estimated cast of constructing the Deferred Improvements, as more fully discussed at Sections 2 and 3 below, and all as shown on the attached cost estimate, which is attached and .incorporated as Exhibit C. WHEREAS, the City Attorney and Director of Finance have approvedthis transaction; WHEREAS, the Developer has satisfied all other subdivision requirements, park dedications, park dedication deferment agreements, and maintenance agreements and ail special covenants have been completed; WHEREAS, the Developer is entering into this Deferment Agreement as required by Section V, Paragraph A, Subparagraph 3. b) of the Platting Ordinance; FILE COPY Deferment Agreement Beaveen SQLC and City Page 2 of 7 NOW, THEREFORE, for the consideration set forth hereinafter, the City and Developer agree as follows: The City shall waive the requirement that construction of the deferred improvements be completed before the final plat is endorsed by the City Engineer and filed for record with the County Clerk of Nueces County and further agrees to a11ow the Developer to defer construction of the deferred improvements as shown in Exhibit B for up to one (1 }year from the date of this Deferment Agreement. 2. The Developer agrees to post financial security in the sum of One Million Seven Hundred One Thousand Two Hundred Ninety-Eight Dollars and 59!100 {$1,701,298.59), issued by a financial institution acceptable to the City, for 310°/a of the estimated cost of constructing the Deferred Improvements, issued by a surety acceptable to the City, for 110% of the estimated cost of constructing the Deferred Improvements, with the City, in a form approved by the City's City Attorney and Director of Financial Services, on or before the plat is fried with the County Clerk, and if the financial security is not posted by that time this Agreement shall become null and void. 3. The financial security must be executed by the Developer, as principal, and by a corporate surety acceptable to the City, as obligee, and conditioned upon the Developer named in the financial security faithfully complying with ail of the provisions of this Agreemertt until the City has accepted the Deferred Improvements. a. The financial security shall secure the City against all costs, charges, and expenses related to the failure of the Developer to construct the Deferred Improvements by the City or another developer, regardless of whether the City has incurred any casts. The financial security issued under this provision must be valid for deferment period or more, and require as sole documentation for payment, a sta#ement in writing from the City Manager setting forth the circumstances giving rise to the call on the fnancial security, or a statement of the #allure to furnish proof of renewal or replacement of the financial security, no less than thirty (30} days prior to the expiration of the then current financial security. b. Unless the Deferred Improvements are constructed as provided in this Agreement, the financial security must be renewed upon expiration, and proof of the renewal must be received by the City's Director of Engineering Services at least thirty (30) days prior to the fnancial security's expiration. if no renewal is received, ar cash or other approved substitute security provided, the City may, after ten (10} days prior written notice mailed #o Deferment Agreement Between SQLC and City Page 3 of 7 the Developer at the address listed in this Agreement, call the financial security far failure to timely renew. c. If the financial security is called for failure to timely renew, the money will be held in an account for the construction of the Deferred Improvements, as if cash had been posted in lieu of said financial security. The City is not liable for any interest on any called financial security. d. To be acceptable to the City, the company issuing the financial security must be: (1} Licensed in Texas. {2} Approved by the City's Ci#y Attorney and Director of Financial Services. 4. .The Deveioper shall construct the deferred improvements, in accordance with the City's engineering standards in effect at the time of construction. 5. Upon completion of the deferred improvements by Developerwithin one (1) year from the date of this Agreement, or later time as may be mutually agreed upon in writing by both parties, and upon acceptance of the deferred improvements by the City Engineer and upon compliance by the Deveioper with the remaining terms of the Deferment Agreement, the City Engineer shall: a. immediately release Developer from the obligations to construct the deferred improvements by mailing a Release Letter to: Senior Quality Lifestyles Corporation 8523 Thackery Street Dallas, TX 75225 b. Return to the Developer within sixty (60} days of the completion of the construction of the deferred improvements and settlement of the construction costs, or within sixty (60) days of acceptance of the deferred improvements, whichever is later, any balance remaining of all monies received by the City from the Developer, including any interest earned. 6. If the deferred improvements have not been completed within one (1) year from the date of this Agreement, or if the Developer fails to deposit any increased security as set out below, after notice to the Developer and opportunity to cure as stated in Paragraph 8. below, the City will call the financial security and transfer the money received, including any interest earned, to the appropriate City fund and the City may begin completion of the construction of the deferred improvements. If City constructs al! or any part of the required improvements, the Developer shall reimburse the City for any additional cost of the deferred Deferment Agreement Between SQLC and City Page d of 7 improvements, if the sum of money and interest prove inadequate to complete deferred improvements. Reimbursement shall occur within thirty (34j days after City completes the required improvements and bills the Developer. 7. The City and Developer agree that if the Developer formally vacates the current plat, with approval of the Planning Commission, prior to the deadline for completion of the construction of the deferred improvements, any money received by the. City. from the Developer remaining on deposit, plus interest earned, will be released and immediately returned to the Developer. 8. If Developer defaults in any of its covenants or obligations under this Deferment Agreement, the City Engineer will send the Developer and the Project Engineer written notice by certified mail, return receipt. requested, advising Developer of the default and giving Developer thirty (34) days from date of receipt. of the letter to cure the default. If the Developer fails to cure the default after receipt of the notice and opportunity to cure, the City Engineer. may transfer any monies received and interest earned to the appropriate fund of the City to complete the deferred improvements. In the event there are any monies received by the City from the Developer, plus interest earned, remaining after the City has completed construction of the deferred improvements, the excess monies, both principal and interest, shall be refunded to the Developer, within sixty (60) days of the completion of construction of the water, wastewater, paving, and drainage public improvements and settlement of construction contracts. 9. The City reserves the right not to issue Certificates of Occupancy for this development until the deferred improvements are installed and accepted by the City Engineer. 14. The Developer agrees that the City, after notice in writing to the Developer and Project Engineer, may accelerate payment or performance or require additional security when the City Engineer determines that the prospect of payment or performance is questionable. 11. The Developer .covenants to construct the deferred improvements, and that this covenant shall be a covenant running with the land. Deferment Agreement Between SQLC and City Page 5 of 7 12. Developer shall provide City with a good and sufficient payment bond executed by the Contractor and a surety acceptable to the City in an amount equal to one hundred and ten percent (110%) of the approximate total amount of the construction contract between Developer and third parties, as evidenced by such construction proposal, guaranteeing the full and proper protection of all construction contractors supplying labor and/or materials in the construction. Developer shall furnish City said. payment bond upon execution and delivery of the construction contract or contracts. 13.Additionally, Developer shall provide City with a good and sufficient performance bond based on the scope of work executed by the Contractor, and a surety accep#able to the City in an amount equal to one hundred and ten percent (110°!0) of the approximate total amount of the cmnstruction contract between Developer and third parties, as evidenced. by such construction proposal, for which the City is named as co-beneficiary, securing the City against any and all claims of Developer's Contractor, in the event of default in said construction contract. Developer shall furnish City said performance bond upon execution and delivery of the construction contract or contracts. 14. The City Engineer, at Developer's expense, shall file of record this Deferment Agreement in the records of Nueces County. 15.This Deferment Agreement or any rights under this Agreement may be assigned by Developer to another with the written approval and consent of the City's City Manager. 16. Unless otherwise stated herein, any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery, by fax, or by certified mail, and if given personally, by fax or by certified mail, shall be deemed sufficiently given if addressed to the appropriate party at the address noted above the signature of the party. Any party may, by notice to the other, in accord with the provisions of this paragraph, specify a different address or addressee for notice purposes. 17. This Agreement shall be construed under and in accord with the laws of the State of Texas and all obligations of the parties created hereunder are performable in Nueces County, Texas,. and all lawsuits pursuant hereto shall be brought in Nueces County. 18. The Developer further agrees, in compliance with the City of Carpus Christi Ordinance No. 17113, to complete, as part of this Agreement,. the Disclosure of Ownership interests. Deferment Agreement Between SQLC and City Page 6 of ? 19. The person signing this Agreemen# on behalf of the parties represents, warrants, and guarantees that they have authority to act on behalf of the party and make this Agreement binding and enforceable by their signature. 20. This Agreement shall be executed in triplicate, alt original copies of which shall be considered one instrument. When al! original copies have been executed by the City,. and at least two original copies have been executed by the Developer, this Agreement shall become effective and binding upon and shall inure to the benefits of the parties and their respective heirs, successors and assigns. EXECUTED in triplicate originals this day of E~~ ~~~'~ , 2009, Senior Quality Lifestyles Corp. ("Developer") 8523 Thack S eet Dallas, TX 5 25 By: ve wn, Vice President of Development THE STATE OF TEXAS § ~§ COUNTY OF § This instrument was acknowledged before me on d , 2009, by Dave Brown,. Uice President of Development, Senior Quality Lifestyles Carp. ~ 1 ~~ JANIME COHEM 1 Motary Pubflc, State of Texas of Public, State of Texas ."' MYCoatm6sioaExpires ~ ..~+'~ April tt], 2011 Deferment Agreement Between SQLC and City Page 7 of 7 CITY OF CORPUS CHRISTI ("City") P. 0. Box 9277 Corpus Christi, Texas 78469 Telephone: (3fi1) 880-3500 Facsimile: (361} 880-3501 ATTEST:. By: Armando Chapa City Secretary r ~ ~~/ y gel Escobar ity Manager THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on the/day of , 2009, by angel Escobar, City Manager, for the .City Of Corpus Christi, a Texas municipal corporation, an behalf of the corporation. „ '! ~{pILY }pUGHTON ~'= MY CWAN-{SSIaN ~(pIRE3 Notary Public, tate O exas • ~ •3' ,,,~~,2mz APPROVED AS TO FORM: This /,.~`'~'~"day of _~~~/l.. , 2009. borah .Walther Brow , Assistanfi City Attorney For the City Attorney ~,~~~~r~a~ta~ ya........• ~ ~eRC~t ...l.Q? ~~ -j 4.~.,.~. ,,,.,..~,..,_...,. ~&ET~I~v SE ~ ~ ~ ~ s ~~ ~ ~ g~~ # I ~ ~~ ~~ ~ ~ ~$ ~ ~ ~~ y a ~f ~ r ~ r. S ~ ~~~ ~~ ~ ~~ ~ ~ ~ ~ a ~ ~~ ~ ~~ ~~ 3 A 0~ ~~ ~~~ ~~ ~~~ ~ ~~~: ~ ~. ~~i ~ ~$ ~~ ~~ ~~ ~ ~ ~ g ~~ ~~ ~ ~ ~~ ~~ ~~ ~ ~~ ~~ ~~ ~ 8~ a 4 $ $~ A ~° n 1 i ~~ ~~~~ ~ ~ ~~ ~ ~ a ~~ ~~ I ~ ~~ - ~ ~ ~~ ~ ~ \ ~ ~ i~ ~,. `'~ s ~ g $ ~ g~ ~' ~ v swN"~hpb~ ryn j ~ ~ ~ ~ ~ ~ ~ £ ~~~ va 2Ne I~Q~ ~~ ~ ~~~ ~ ~ ~ ~ ~ ~~ ~m I ~ . ~ ~~ ~ ~~ ~ ~ e~ g ~g ~ ~ ~~~ A MM~Ms11 r d EXHIBIT A PAGE 1 OF 2 ~ ~ I ~ i+ tat 10. Saaeaa ~t tN 1L ~ 11 Ovbn h++d. ~ ~ ~ ( aar sort ~ ~~-1~a~~ ~ ~ fi t1°"r lWdt ~ft I I { ~~ 1 I I ~`co00 «: m ew+ear fir. ul ~ ~ Ns aaaw amouiais 1~i ~ ~ j ~ I '~ J _ ~ 1 ~~ ~ 9f ~ 1eM f ~ ~ ters E 1~ ~' I~aat OaiaaueA N61 1120.34 - - ~ tat fe, s«wn n tat fa > t1 I r trr~.N ~ Vg ~~a raeaa ~~ tear an~ gp~ r~n~oaa«a ma. ~ ~ aw o»ua ~ `' ~ t ~ ~ X17} g ~ ~ ena~m~, wel ~~ i~ 1'''t ea w ~ ~ F ~i qua :r,ve>ew + I { taor Nutt aM rya I a ~"'°' fi ~ ~ eat sr, wean n p v1 tt, swear n ~164LC-- •q~, ~ p Fle°' °eM ~ a.F~"` a°-avda" 1t°cb tbu"tM ~i Q~d.f~"_,yp,OaNan mca 'h• Raoortt ~atan pun~q, Tinos eaoaia a~ "floaaas "'Ww"~kM1'"fswa ~4 ~ ~~~~~ ~~~~ ~ ~~ SIC ao.aa nn,a~ raw~tr as oaa rod.1 ~I~ ro...~ a.a~ -««.~b vas~ti .r en. ~a .~ ~ E~ r t. ry t }~~ ,..- -- -i 1 r ~' _-__. W 1.. awtiasir ~~ tat ta'e«uen ut1 ~# 1 ~ ~~ ~J"~ ~ ta~a~y~~ian0asa~orsa MAW W~+ W~ea ~ yroi ova +w.l 1 _ __ _ _ _ _ ;~~ 1 ~ as aar p ----_--' ,-- --- --- ~ ~ -~~-- 1 $a~~ ~~ -- ii I ~ ,~~~ ~ ~ - g~a' i i 4~~ g '°~I'°~ ( i i r ~~ ~ s~ f i 1 ~~" 1 1 ii ~e ® 1t yl1 S10110heA40 ( ~ OtMa~ ~ 1 1 ~ t R ~ ~ ~ ~~~ ~ ~ r ~ I I ~~~~ ~~~~ ~. ~~~ ~~ ~~~ ~ ; ~~ ~ I ~~.. ~ i i ~$ ~ l~~ ~~I ~' ` ~ ~~ ~: 1 ,, ~ ~ ( ~ ~~ >' ~~ ~ ~ _ _ ~~ ~~jm ~' ~ ' t _ ---F-~'= - + - -- - - ! ,a a~na.tbwt oYamoon g $ffi -- ~~~ $ 8 ~ ?~~~ ~ ~6 ~„ ~ ~ u• ~eaadn troy. ~~ lfaw t F~ gw~eaaron~ r~oat. ~ ~ EXHIBfT A ;PAGE 2 4F 2 C7 rr~ f~l ~~ ~~I s ~g t t ~~#l I"jrly ~ ~~ b~~ ~.. tJ~ onsr. ~a~ xurrx ~ South Staples Street (~.M. 2444} SAI~SION lJNf i n p i ~~#i ~~~~i II d 'I ~ ~~P~P~~~ ~ ~~ ~ l ~~ ~ ~ 1:!" ~13~~x ~ . i~ r~ ~ i;~ ~ li 1~ 1#3 i : ~~ ~; ; I ~ ~ ~~ I ~~r... , I ~ I ~ F t li ~ , ~ ~ Jv ~ 1 i 'A i { i i~qgar ~~it iF3lt '~~ ~~a }~~~ ~~~ ~ ~~~ ; i d !i 1 I# i i~ i . t I ~ ~.sve.~, ~'--- 7.s'v.e: ' i' ~ ~ X10: ~"~~~ ~~ ~~ I ~ ' - ®w r ~I O ~at$ ~~~ t~~+ ~t" ' I~ ~~ f0 ~ ~ ~~' !iG ~~ , j~ "d "` ~nl ~ I . ~ ; ~ ~ i _.__.__Y..___..I~+ ~ 1 20'Y.R. 24~ S apish woos drive _ fg° > -- - ~~'€l~ ~b Lot 1 °,~" _~e ^° ~_ ~" ~ ~ n ~~ ~~ ~I ~ ar~+o~ paw. _ ormnaq. now. _ ~g~ I _!wa~ '4g s ~ oatC: 8~ ~~ deny ~~ ~~J ~+ ~~o ~~ ~: kid{SC~"~",1-[ ~'' ~F ~ i~t..vt t~f, ~~~~ Future i-atU EXHIBIT B • •••~'•:' : ~ •-• •• • • DEFERMENT C08T ESTIMATE for ' PLATTING INFRASTRUCTURE IMPROVEMENTS THE VILLAGE AT TIMBERGATE UNIT ONE { tSYI ESCRIPTION QUA TY UNIT UNIT TOTAL _ PRICE C08T ERQATEIMP OYEM TS: A. TREE 7 M TAPLES ST. TOE D O MAR S TIMB ER TE CENi ER 36D' 1 Clear and Carutr R hl Wa 0.24 A $500. $120.0 2 Excavation 949 CY 83.2b $3.084.25 3 2' HMAC tnctudt rime Coat 78T SY $12.00 . 59 204.00 4 8" l.imeatone Base 006 SY $14.00 . x1,270.00 6 10° Wne Stabplzed Su reds 843 SY $6.25 $4,426.78 8 8"'L' Cutb 345 LF 511.26 $3 881.26 7 4' Concrete Sidewalk 1,380 SF 53.85 $5,313.06 8. REMAINING FULL SECTSON TIMBERGATE DRIVE SIDEWALK ON PRRT E SIDE O A SLIB-TOTAL: NL $37 296.25 1 Clear and Gnrb R ht of Wa 2.09 RC 5500.00 $1046A0 2 Ros Excavation 9,908 CY $325 532,194.60 3 2° MAG MCludin Prime Coat 7,261 Y 512. 87 012.00 4 8" Ltmeak-ne Base 896 SY $14.00 51 (8,844.00 5 10" Lhrte StabtUzad Su reds 8,941 SY 56.28. .. 548,940.26 8 8"'L'Cutb 3,634 LF Sf1.25 5 9,767.50 T 4' Concrete dewalk 8,927 SF 53.86 528,888.96 C. TtMBERGATE DRNE STORM SEWER IMPROVEM ENTS: PART 8 3UB-TOTAL: 62,582.20 1 16' RCP 80 LF 522.E 51,320.00 2 18" RCP 30 CF $30.00 $900.00 3 30° RCP 782 LF 560.00. . .539.100.00 4 42" RCP 628 LF 570 OD $43 980.00 6 b'x4' Reinforced Conuete Box 336 LF 00.00 7200.00 8 8'x4' Reinforced Concrete Box 135 LF .5250.00 533 750.00 T OSW4 Trench Protection 1 971 LF 52.00 53 942.00 8 6' Slot tntet 8 EA 2000.00 12 000,00 9 Junction Box ti EA $4,500.00 522,800.D0 10 Oulfall Sfruoture 1 LS $15.000.00 516,D00.00 D td1 Excavatlonto eoardwa k D tch Tiedn Inc. 11 Rl RaP 1 LS 5181,200.00 $101,200.00 PART C SUB TOTAL: 5340,872.00 D. TiMBERGATE DRIVE WATER IMPROVEMENTS: i 8 .PVC C-900 1,874 LF $22.00 $4(,228.00 2 6° Gate Vah-e and Box 3 8" Dadite Iron Tee 8 2 A EA 5866.00 5325.00 56,190.06 5850.00 4 Fire H rant Aasemb Com [ate in- lace 3 EA SR 500.OD $7,fi00A0 6 8° Ca .with 2" Btawoff Valve and Test Riser 2 EA .$360.00 5700.00 6 TtetoExtatl WateNne 1 LS $1,0.00 $100D.00 E. TIMBERE3ATE DRIVE SANITARY SEWER.IMPROVE MENTS: PART DSUB-TCTAL: $68,ae6.00 1 S° PVC 10'-12 80 LF 546.00 2 700.00 2 Emlx3dment 60 LF 89.00 $640.00 3 OSHA Trench Pro6actlon 80 LF $1.7fi $105.00 4 Well Pdndn ~ LF 5 2.00 $1,320.00 5 4' Diameter Manhole 8'-10 1 EA 57,000.00 57 000.00 8 8" PVC Plu 1 EA 150.Q0 5160.00 PART ESUB-TOTAL:. $11,816.00 7 of 3 EXHIBIT C PAGE 1 OF 3 DEFERMENT CAST ESTNYtATE for _. .. .._ . PLAITING INFRASTRUCTURE IMPROVEMENTS THE PILLAGE AT iIMBERGATE UNIT ONE EM DESCRIPTION QUAN TY UNIT TOTAL PRICE C08T F. IMBERGATE DRIVE MI CELLANE 3 ITE S: 1 eneral Can IUane, Bands and Insurance 1 LS $66 17. 6.817• 2 SWPPP I ems 1 LS .00 $8A00.00 3 AEP Sleeves t L $1500.00 $1,600.00 .SUB TOTAL tiST1MATE0 TIMBE ROATE DRIVE I PART PROVE F SU&TOTAL: MENTS COST8 S88 417.08. 8 232.83 SPANISHWOOO iMPROVEMENTB: G. SPANI3HWOOD DRIVE D ONEHENGE DRIV E IMPROVEMET NTS: t Clear and drub RI t e(Wa 1.76 AC 3500A0 387G00 2 R ExcaVatlon 7,304 CY $3.28 $23 738. 3 2" HMAC tnoludt Prlme Coal 6,218 SY $1 .00 58 810.00 4 8° Limestone Baas 8,078 SY $14.0 $86,108.00 b 1 Lime aWlized 8u reds 8,388 SY $6.26 3 421.b0 8 8"'L' Curb 2,840 LF 311.28 $29,700.00 7 4' Concrete Sidewalk 10,580 3F $3.86 540, . 8 Street n 2 EA $730.0 31,600.00 9 T ore LtmeatoneCul-de-sac 848 SY $14:38. 39298.80 10 Street eardcada 2 EA 51,21)0.00 3400.00 PART GSUB-TOT L: 5289 31 t.30 H. SPANISHWOOD DRIVE STORM SEWER IMPROV EMENTS: 1 16° RCP 80 LF 522.00 31,320.00 2 24° RCP 79 LF 540.00 3160.00 3 42" RCP 8ti LF 570.00 . $6.900.00. 4 48"RCP 70 LF .00 800.00 6 110k8'x4` Concrete Box Calvert witft Neadwalla t LS $40,000.00 $40,000.00 6 OSHA Trench Proteclton 369 LF $2.00 $7 0 7 8' 3tot Isle! B t:A $2A00.00 512 00.00 8 4' Otanreter MaN~ote t EA 32 500.00 ' $2.500.00 9 Outfall Structure 2 LS 310,000.00 320,000.00 ~~ PART HSUB-TQTAI: 390,978.00 I. SPANlSHWOOD DRNE WATER IMPROVEMENT 7 8" PVC -600 1.210 LF .22.00 528 8 0.00 2 8" Gate Valve and Box 4 EA $866.00 3,480.00 3 8" Ducti<e Irerf Tee 1 EA $325.00 3326.00 4 FUe H reM Com fete ttt lace 2 EA 32,500.00 36,000.OD 8 8" Ca wllh " Blovuoff Valve and Teat Riser t EA 5350: 5380.00 PART ISUB-TOTALS 336,7b5.00 J. SPA NISHWOOD MISCELLANEOUS ITEMS: 1 Generei Conditions, Bonds and Insurance 1 LS 329,123.10 529123.10 2 S PP 169tna t LS S6 000,00 56.000.00 3 AEP3leeves 1 t3 51,500.00 51,500.00 SUB-TOTAL ESTIMATED SPANISH WOOD DRIVE IM PART PROVEM JSUB-TOTAL: ENTS COSTS 336,823.10 3481 88T.40 TOTAL TI MBER(iATE 8< S PANISHWOOD COSTS: 313! 869.63 _„ EXHIt3tT C PAGE 2 OF 3 ' DEFERMENT COST ESTIMATE for .. PLATTING INFRASTRUCTURE IMPROVEMENTS THE VILLAGE AT TIMBERGATE UNIT ONE ITEM DESCRIP ON QU N UNlT UNIT 'TOTAL PRICE COST OFR-S ITE PAN 8HtiY00D ORIVE UTILITY IMPR VE MENTS K. tTARY 3 .IMPROVE NTS: 1 8"PVC 10-12' Cut 413 LF $45.00 518,585A0 2 Embedment 413 LF $4.00 $3,717.00 3 08HA Trench Protection 413 LF 1.76 722.78 4 VJeB Pointin 413 lF 522.00 39A88.00 5 S' Dhtmeter Manhole 10'-12• Dee 1 1:A 38500.00 $8 500.00 PART K 3f18-TOTAL: 340,810.75 L WA TER IMPROVEMENTS: 1 8° PVC G-900 407 L.F 322.00 $8.954.00 2 Tie to F.xla WaterOne 1 LS 51,500.00 $1.500.00 PART l StJ&TOTAL: $10,454A0 M. OF F-SITE MISCELLANEOt18 IIAPROVEMENTS: 1 fieneral Conditions, Bonds and Insurance 1 L3 $3,679.63 $3.879.53 2 3WPPP IMme 1 LS S2 000.00 $2000.00 SUB TOTAL ESTIMATED SPANISH WO OD OFF-SITE IM PART M SUB TO Alt PROVEMENTS COST8 35.879.53 86,74438 CONSTRUCTION GRA ND TOTA L AlL PARTS• 37 84431 ENGIN EERING AND ADMINISTRATION f E eedn 846 of construction 3108.81 t.54 2 To hfc Suroe for des n 35.500• 3 Constnrctton satin 515 000.00 4 Construct on Slskin 3 rb otconstruction $41 179.33 5 Water Potiutton Prevention Ptan 32,500.00 TOTAL ADMIN. C081'7 Si73,980.87 TOTAL COST: . 31,848,838.08 A0DI710N AL 14 o REQUIR ED trOR DEFERMENT $1 883.81 TOTAL RE QUIRED DEFERMENT: 1791 188.88 _„_. ;;;ni~~ 3of3 EXHIBIT C PAGE 3 QF 3 ~`~` SUPPLIER NUMBER TO BE ASSIGNED BY CIT~- - -:= PURCHASING DIVISION `~~ CITY OF CORPUS CHRISTI City of ~~ t; DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended, requires all persons or fines seeking to do business with the City to provide the following information. Every. question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications and definitions. COMPANY NAME: Senior Quality Lifestyles Corp P. O. BOX: STREET ADDRESS: 8523 Thackery St CITY: Dallas ZII': 75225- F1RV€ IS: 1. Corporation 2. Partnership 3. Sole Owner ^ 4. Association ® 5. Other e DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this ppage or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christl having an "ownership interest" constituting 3% or more of the ownership m the above named "firm." Name Job Titte and City Department (if known) N/A N/A NIA N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm'' Name 'Title N/A N/A N/A N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm: Name Board, Commission or Committee N/A N/A N/A N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "Earn:' Name Consultant N!A NiA N/A N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable fiom the effect that. the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act to the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing. filed with the City Secretary. [Ethics Ordmance Section 2-349 (d)J CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowin~ly withheld disclosure of any information requested; and that supplemental statements will be prompt y submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: David Brown Title: Vice President (Type or Print) f Signature of Certifying ~~ ~ Date: 10/d8/09 Person: /~~~" ' ~ ~-" DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segmenf thereof. c. "Employee." Any person employed by the City of Corpus Christi,. Texas either on a full or part- time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, a~cluding but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and. entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest " Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture ar partnership agreements." g. "Consu#talit" y pei'son.~or firm, such as engineers and architects, hired by the City of Corpus Chrit~ for ~thg pu~ose'of professional consultation and recommendation. `~' STi~TE OF T£~t~S b~01};~Tf OF'li1ECES 1 harsh; certify ~ha4 this inst,e;tent gas rI~zD in file ituaber sequ.nce en the late ~;,~ a~;; the tiee staaped tereli: Sy rae, and gas duly ;icCGRDED in the Official puolic keca~zds of Nueres Ca~s,~ty, EgY3s ~~ ~ DIANA 7 DARRERN NUECES COtiNTY, TE#fi~S yi~~ pra~issan herein which rRs+ricts 'this dale, F a_F d 8r U58 of trte described RE~ii. pROpERT~f beca~.tse of ~,aee, Ciri or Religion, Sex, ~iandiC&p, ,Ganlllal Status, ur isa•k ianal~ Orlin is invalid and anenfarceahle ~.~der FEDERAL i.A~f, 3.1P189. Drrr~ 3:4f.~~ 7~iPYL~L~~ '~ ~sige5 ~o !~/~i!~+D09 9:V~BAd1 Official Recards of ~Il~CE5 CCUid?Y iyrt~a T, BI~RR£RA C[QlNTY CLERH Fees X75.00 ORIGINAL Cily of Carpus C{~s;~ti Development SErvicesi Special Services ?400' Lacpatd, Suite 100 C3raus Christi. TX 73408 Multi-Agreement Addendum Page 12 of 13 Exhibit "E" Application for Waterline Credit [attached hereto] {118\142\00022390.DOCX;3 } 12 APPLICATION FOR WATERLINE CREDIT I, Dave Brown. VP of Development for Senior Ouality L'festyle Corporation and the developer of proposed The : Villa:-at Timbergate Unit 1 ~ Subdivision, hereby apply for a $22.130.28 credit towardsthewater lot/acreage fee for the Distribution. Main extension installed in conjunction with The Village at Timbert?ate iJnit 1 Subdivision as provided for by City Ordinance No.17492. Said $21,651.48 is the co coon cost, including Engineering, as shown by the cost supporting documents attached here /Z~ ~ ~ Dave Bmwn, VP of Development ate) Senior Quality Lifestyle Corporation THE STATE OF TEXAS ~~~'S COUNTY OF lti § ~/ ~, ) This instrument was acknowledged before me on ~C T~/17~1' o~~ 2408 by J~a VG t~rpr~ h .~a ~ s Q t- ~'~- ., a Texas Corporation, on behalf of the said SARA E. SANDERSON Notary Public, State of Texas My Commission. Expires June 17, 2013 otary Public in and for blueces County, Texas ?~A~A; j CERTIFICATION The information subnutted with this application has been reviewed and determined to be correct and a credit of $ :Z ~ r ~~ l Y cf ~ _ is herewith approved. Juan Perales, Jr., ~ .E. {Date) Development Services Engineer Engineer:, Murray Hudson, P.E. Preliminary Cast Estimate for Sept.. 25, 2009 By: CRR Off-site Public Water Line Improvemerr~., lob No. 37680.A9.02 SPANISHW000 DRIVE A. WATER #MPROVEMENTS: 1 8" PVC C-900 2 Tie to Existing Waterline 3 Fire Hydrant C. MISCELLANEOUS IMPROVEMENTS: 1 General Conditions, Bonds and Insurance 2 SWPPP Items 407 LF $22A0 i LS $1,500.00 1 EA $3,500.00 PART SSUB-TOTAL: $8,954.00 $1,500.00 $3,500.00 $13,954.00 ENGINEERING AND ADMINISTRATION i Engineering ®8% of construction 2 Topographic Survey for design 3 Construction Testing 4 Construction Staking ~ 3% of construction 5 Storm Water Polluticn Prevention Plan 1 LS $976.78 1 LS $1,000.00 PART CSUB-TOTAL: CONSTRUCTION TOTAL: TOTAL ADMIN. COST: TOTAL ESTIMATED SPANiSHWOOD OFF-SITE WATER LINE IMPROVEMENT COST: CONTINGENCY {10%j: OFF-SITE SPANISHWOOD WATER LINE TOTAL: $976.78 $1,000.00 $1,976.78 $15,930.78 $1,274.46 $500.00 $750.00 $477,92 $750.00 $3,752.39 $19,683.17 $1,968.32 $21,G51.48 ACREAGE FEE 16.74 acres @ $1322.00/acre $22,130,28 REIMBURSEMENT LESS ACREAGE FEE CREDIT ($478.80) Urban Engineering 2725 5wantner Corpus Christi, TX 78404 361.854.3101 1 URBAN ENGINEERING 2725 SWANTNER DRIVE CORPUS CHRISTI, TX 78404 (361)854-3101 FAX {36i) 854-6001 TO: Development Services 2406 Leopard Street. Ste 100 Corpus Christi. Texas 78408 ATTN: Miguel Saldana WE ARE SENDING YOU X Attached Shop drawings Prints Copy of letter Change Order DATE: 11 /02/09 JOB NO. 37698.A9.01 RE: The Village at Timbergate. Unit 1 _ Under Separate Cover via the following items: _ Plans Samples Specifications X Other COPIES DATE N0. DESCRIPTION 1 10/26/09 A lication for Waterline Credit 1 9/25/09 Prelimina Cast Estimate _ _ ._ ,, t i f, . THESE ARE TRANSMITTED as checked .below: _ _ For Your approval X For your signature As requested For review and comment Transmitted Via: UPS. Overnight FED-EX Overnight Mail X Delivery Pick-up REMARKS: Please find enclosed the Application for Waterline Credit for subject project and a Preliminary Cast estimate for Spanishwood Drive. Please call if you have any questions. COPY TO: File SIGNED: Murray F. Hudson. P.E. ff enclosures are not as noted, kindly notify us at once. Multi-Agreement Addendum Page 13 of 13 Exhibit "F" Depiction of the Property I ; ~ d°" k l r , ~ i ~ S 03 ~ l ~~ I I I I~ lot 54 f+auw II FW NNR aW R7<iaul F.rm ad Cald.n Tarr bt 13. S.ater. +i Heor fntR and FhiW FaM al+d +aM.M 7PoC. ~ si _ 3: III YY 'I tai I r~~s I I I I r s YN. A Pqt. a1-43, Racartla a Nu.ea Cwlq', Tew. (C..n: xte D.ro:Y h:ey+b, tvl ~ t'aL A Fda. 4e-4}, r1. R.esE. d Hru. OountY. 7rw. fo.rwn lee rdaanY ornp.an, vl ~$ N$ i I .,tr~: I ~ a ~ I n ~ .• w~.. 31~ I I I O I # p. a zit N. 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Mul A d d en e du ant Addendum Page 1 of 13 Multi- Agreement Addendum r` Doc# 2009047520 The State of Texas § County of Nueces § This Multi- Agreement Addendum ( " Addendum ") is made by and among the CITY OF CORPUS CHRISTI, a Texas home rule municipality ( " "), HEB GROCERY COMPANY, LP, a Texas limited partnership ( " Owner "), and SENIOR QUALITY LIFESTYLES CORPORATION, a Texas nonprofit corporation ( " Developer "), for the purpose of amending the following agreements which were made between City and Developer: (i) Sanitary Sewer Collection Line Extension of Construction and Reimbursement Agreement ( " Collection Line Agreement "), (ii) Application for Sewerline Reimbursement ( " Reimbursement Application "), (iii) Timbergate Drive Development Contract ( " Timbergate Agreement "), (iv) Deferment Agreement filed for record under Clerk's File No. 2009042765, Official Public Records of Nueces County, Texas (the " Official Records "), and (v) Application for Waterline Credit. The Collection Line Agreement, Reimbursement Application, Timbergate Agreement and Deferment Agreement are sometimes collectively referred to herein as the " CityAgreements ", and City, Owner and Developer are sometimes collectively referred to herein as the " Parties " or individually as a " Party ". Full and complete copies of the City Agreements are attached hereto as Exhibits A, B, C, D and E. RECITALS A. Owner and Developer are parties to a Purchase and Sale Agreement effectively dated August 11, 2009 (the " Sale Contract ", as amended from time to time) contemplating the sale of approximately 16.739 acres in Corpus Christi, Texas (the " Propert y ") to Developer for use as a continuing care senior community development; the Property is described below and depicted on Exhibit F attached hereto: Lot 1, Block 1, The Village at Timbergate, Unit 1, in the City of Corpus Christi, Nueces County, Texas, a map of which is recorded in Volume Page(s) - , Map Records, Nueces County, Texas. Subsequent to execution of the City Agreements, Developer elected to assign its interest in the Sale Contract and Property, including without limitation its interest in the City Agreements, to a related entity, SQLC Senior Living Center at Corpus Christi, Inc., for the purpose of taking title to the Property and undertaking the obligations of Developer. B. Development of the Property will require the extension of water and sanitary sewer lines and other utilities (the " Utilities "), as well as construction of Timbergate Drive along the northern property line of the Property and Seller's adjacent land, and the extension of Spanish Wood Drive at the southern end of (I 18\1 42\00022390. DOCX;3) I i V , STATE OF TEXAS COUNTY OF NUECES I hereby certify that this instrument was FILED in file number sequence on the date and at the time stamped herein by me, and was duly RECORDED in the Official Public Records of Nueces County, Texas DIANA T BARRERA NUECES COUNTY, TEXAS Any revision herein which restricts the Sale, R enta or use of the described REAL PROPERTY because of Race, Color, Religgion, Sex, Handicap, Familial Status, or Nat ional Origin is invalid and unenforceable under FEDERAL LAW, 3112189. Gay o� C-C Doc# 2009047520 #Pages 54 111N/2009 3.19PM Official Records of NUECES COUNTY DIANA T. BARRERA COUNTY CLERK Fees $2227.00