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DISTRIBUTION MAIN EXTENSION CONSTRUCTION
AND REIMBURSEMENT AGREEMENT
STATE OF TEXAS §
COUNTY OF NUECES §
This Water Distribution Main Extension Construction and Reimbursement Agreement ( "Agree-
ment") is entered into between the City of Corpus Christi ( "City "), a Texas home -rule munici-
pality, and 15T Investments, LLC ( "Developer /Owner"), a Texas limited liability company.
WHEREAS, the Developer /Owner, in compliance with the City's Unified Development
Code ( "UDC "), has a plat, approved by the Planning Commission on July 18, 2012, to develop a
tract of land, to wit: approximately 8.354 acres known as Lot 2, Block 13, Airport Industrial
Subdivision, located on the south side of State Highway 44, east of Heinsohn Road, and west of
North Padre Island Drive, as shown in the attached Exhibit 1, the content of such exhibit being
incorporated by reference into this Agreement;
WHEREAS, under the UDC, the Developer /Owner is responsible for construction of the
distribution main extension ( "Distribution Main Extension ");
WHEREAS, under the UDC, the Developer /Owner is eligible for reimbursement of the
Developer /Owner's costs for the construction of the Distribution Main Extension;
WHEREAS, it is to the best interest of the City that the Distribution Main Extension be
constructed to its ultimate capacity under the City's applicable Master Plan;
WHEREAS, Section 8.5.1.C.2. of the UDC authorizes the acceptance of applications to
be eligible for reimbursement in the future when funds become fully available in the Distributions
Main Trust Fund and are appropriated by the City Council; and
WHEREAS, the Developer /Owner has submitted an application for reimbursement of the
costs from the Distribution Main Trust Fund for installing the Distribution Main Extension, as
shown in Exhibit 2, the content of such exhibit being incorporated by reference into this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
in this Agreement, the parties do covenant and agree as follows:
1. REQUIRED CONSTRUCTION Developer /Owner shall construct the Distribution Main
Extension in compliance with the City's UDC and under the plans and specifications approved
by the City's Development Services Engineer.
2. PLANS AND SPECIFICATIONS
a. Developer /Owner shall contract with a professional engineer, acceptable to the City's
Development Services Engineer, to prepare plans and specifications for the Distribution
Main Extension, as shown in the attached Exhibit 3, the content of such exhibit being
incorporated by reference into this Agreement, with the following basic design:
2013 -120
3119/13
Ord. 029768
15T Investments LLC
INDEXED
Install one (1) 8 -inch D.I. Tee;
2. Install 1,481 linear feet of 8 -inch PVC water distribution main line;
3. Install ten (10) 8 -inch EL, DI bends any angle;
4. Install three (3) 8 -inch gate valves with box;
5. Install one (1) 8 -inch tapping saddle with an 8 -inch tapping gate valve
and box;
6. Install one (1) pavement patching; and
7. Install thirty -six (36) 12 -inch PVC pipe casings.
b. The Distribution Main Extension must begin at the northwest corner of Russell Farm
Block 6 and extend east along the south side of State Highway 44 approximately 1,765
feet to the existing 8 -inch waterline at the northwest corner of Gibson Lane and North
Padre Island Drive (SH 358).
c. The plans and specifications must comply with the City's Water Distribution
Standards Detail Sheets and Standard Specifications.
d. Before the Developer /Owner starts construction, the plans and specifications must be
approved by the City's Development Services Engineer.
3. SITE IMPROVEMENTS Prior to the start of construction of the Distribution Main Extension,
the Developer /Owner shall acquire and dedicate to the City the required additional public utility
easements ( "Easements "), if any, necessary for the completion of the Distribution Main
Extension. If any of the property needed for the Easements is owned by a third party and the
Developer /Owner 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 /Owner shall pay to the City the required acreage fees and pro -
rata fees as required by the UDC for the area of the Distribution Main Extension.
5. DEVELOPER/OWNER TO AWARD CONTRACT FOR IMPROVEMENTS. Developer /Owner
shall award a contract and complete the Distribution Main Extension, under the approved plans
and specifications, by February 28, 2014.
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 and 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 /Owner fails to engage a professional engineer for the preparation of plans
and specifications by the 10th calendar day after the date of approval of this Agreement
by the City Council.
Water Reimbursement Agmt 15T Investmts Airport Indus vFinal Page 2 of 7
b. Developer /Owner's professional engineer fails to submit the plans and specifications
to the City's Director of Engineering Services and to the Development Services Engineer
by the 60th calendar day after the date of approval of this Agreement by the City
Council.
c. Developer /Owner fails to award a contract for the construction of the Distribution Main
Extension, according to the approved plans and specifications, by the 90th calendar day
after the date of approval of this Agreement by the City Council.
d. Developer /Owner's contractor does not reasonably pursue construction of the
Distribution Main Extension under the approved plans and specifications.
e. Developer /Owner's contractor fails to complete construction of the Distribution Main
Extension, under the approved plans and specifications, on or before February 28, 2014.
f. Either the City or the Developer /Owner otherwise fails to comply with its duties or
obligations under this Agreement.
9. NOTICE AND CURE
a. In the event of a default by either parry under this Agreement, the non - defaulting
party shall deliver notice of the default, in writing, to the defaulting party stating, in
sufficient 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 the Developer /Owner fail to perform any obligation or duty of this Agreement,
the City shall give notice to the Developer /Owner, at the address stated in section 11, of
the need to perform the obligation or duty and, should the Developer /Owner fail to
perform the required obligation or duty within 15 days of receipt of the notice, the City
may perform the obligation or duty, charging the cost of such performance to the
Developer /Owner by reducing the reimbursement amount due to the Developer /Owner.
e. In the event of an uncured default by the Developer /Owner, 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; and /or .
3. Perform any obligation or duty of the Developer /Owner under this Agreement
and charge the cost of such performance to the Developer /Owner. The
Developer /Owner shall pay to the City the reasonable and necessary cost of the
performance within 30 days from the date the Developer /Owner receives notice
of the cost of performance. In the event the Developer /Owner pays the City
under the preceding sentence and is not otherwise in default under this
Water Reimbursement Agmt 15T Investmts Airport Indus vFinal Page 3 of 7
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 Developer /Owner has all its remedies at law or in 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; epidemics; 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 claiming force majeure
shall give written notice of the full particulars of the force majeure to the other party
within ten (10) 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 affected by the force majeure, are suspended during the continuance of the
inability claimed but for no longer period, and the party shall 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 this
Agreement must be given to the other party in writing at the following address:
1. If to the Developer /Owner:
15T Investments, LLC
Attn: Steven W. Tipps
13513 Camino De Plata Ct. 78418
P. O. Box 261037
Corpus Christi, Texas 78406
2. If to the City:
City of Corpus Christi
Attn: Director, Development Services Department
2406 Leopard Street 78401
P. O. Box 9277
Corpus Christi, Texas 78469 -9277
with a copy to:
City of Corpus Christi
Attn: Assistant City Manager, Business Support Services
1201 Leopard Street 78401
P. O. Box 9277
Corpus Christi, Texas 78469 -9277
Water Reimbursement Agmt 15T Investmts Airport Indus Winal Page 4 of 7
b. Notice must be made 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 the address for notices by giving notice of the change under
the provisions of this section.
12. THIRD PARTY BENEFICIARY Developer /Owner's contracts with the professional
engineer for the preparation of the plans and specifications for the construction of the
Distribution Main Extension, contracts for testing services, and contracts with the contractor for
the construction of the Distribution Main Extension must provide that the City is a third party
beneficiary of each contract.
13. PERFORMANCE AND PAYMENT BONDS Developer /Owner shall, before beginning the
work that is the subject of this Agreement, execute 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 bonds must comply with Texas Government Code, Chapter 2253.
14. WARRANTY Developer /Owner shall fully warranty the workmanship of and function of the
Distribution Main Extension and the construction of the Distribution Main Extension for a period
of one year from and after the date of acceptance of the facilities by the City's Director of
Engineering Services and Development Services Engineer.
15. REIMBURSEMENT
a. Subject to the conditions for reimbursement from the Distribution Main Trust Fund
and the appropriation of funds, the City will reimburse the Developer /Owner the
reasonable actual cost of the Distribution Main Extension up to an amount not to exceed
$26,290.60 as shown in the attached Exhibit 4, the contents of such exhibit being
incorporated by reference into this Agreement.
b. The City agrees to reimburse the Developer /Owner on a monthly basis upon
invoicing for work performed. The reimbursement will be made no later than 30 days
from the date of the invoice. Developer /Owner 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 /Owner and at a time when there has been a partial completion
and /or partial payment for the improvements, then the City shall only reimburse the
Developer /Owner 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
the uncured default occurred.
16. INDEMNIFICATION DEVELOPER/OWNER SHALL FULLY INDEMNIFY, SAVE,
AND HOLD HARMLESS THE CITY OF-CORPUS CHRISTI, ITS OFFICERS,
OFFICIALS, EMPLOYEES, AND AGENTS ( "INDEMNITEES ") FROM AND AGAINST
Water Reimbursement Agmt 15T Investmts Airport Indus vFinal Page 5 of 7
ALL SUITS, CLAIMS, DEMANDS, ACTIONS, LOSSES, COSTS, EXPENSES,
LIABILITY, DAMAGES AND JUDGMENTS RECOVERED FROM OR ASSERTED
AGAINST CITY FOR ANY AND ALL PROPERTY DAMAGE OR INJURIES
SUSTAINED BY ANY PERSON, INCLUDING WITHOUT LIMITATION, WORKERS'
COMPENSATION, PERSONAL INJURY OR DEATH, ARISING FROM OR INCIDENT
TO, BE CAUSED BY, OR BE IN ANY WAY CONNECTED WITH, EITHER
PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, THE CONSTRUCTION OF
THE DISTRIBUTION MAIN EXTENSION.
17. COVENANT RUNNING WITH THE LAND This Agreement is a covenant running with the
land, to wit: approximately 8.354 acres known as Lot 2, Block 13, Airport Industrial Subdivision,
a subdivision in Corpus Christi, 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 /Owner's successors or assigns.
18. ASSIGNMENT OF AGREEMENT This Agreement or any rights under this Agreement may
not be assigned by the Developer /Owner to another without the written approval and consent of
the City's City Manager.
19. DISCLOSURE OF INTEREST Developer /Owner agrees, in compliance with the City
Ordinance No. 17110, to complete, as part of this Agreement, the Disclosure of Interest form
attached to this Agreement as Exhibit 5.
20. EFFECTIVE DATE This Agreement becomes effective and is binding upon and inures to
the benefit of the City and the Developer /Owner and their respective heirs, successors, and
assigns from and after the date of final execution by all parties.
21. AUTHORITY The person signing this Agreement on behalf of each 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
W y of
20-t�
ATTEST:
Armando Chapa
City Secretary
CITY 13FICORPUS
Wes Pierson
Assistant City Ma ac
of the City Manager
APPROVED AS TO FORM: 2013
Eliza t Hundley
Assi t City Attorney
for the City Attorney
r, designee
AUIN It"
81 LVUPICIL
OKI
51~L1>�'I'AR�
Water Reimbursement Agmt 15T Investmts Airport Indus vFinal Page 6 of 7
IST INVESTMENTS, LLC
Y
B
Steven W. Tipps
Manager
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on 5 _, 2013, by
Steven W. Tipps, Manager, 15T Investments, LLC, a Texas limited li ility company n be
of said company.
,• LL
otary P li s Signature
KATRINA 11ARIE WILLIAMS
Notary Public, State of Texas
My Commission Expires
°•�Fa��`� Jvly 08, 2014
Huang "
Water Reimbursement Agmt 15T Investmts Airport Indus vFinal Page 7 of 7
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Exhibit 1
APPLICATION FOR WATER LINE REMBURSEMENT
We, 15T Investments, LLC, P.O. Box 261037, Corpus Christi, TX 78426, owners and
developers of proposed AIRPORT INDUSTRIAL SUBDIVISION, BLOCK 13, LOT 2, hereby
request reimbursement of $26,290.60 for the installation of the water Distribution main in
conjunction with said lot, as provided for by City Ordinance No. 17092. $75,972.40 is the
construction cost, including 11 % Engineering and Surveying, in excess of the acreage fee, as shown
by the cost supporting documents attached herewith.
By:
Title:
Date: izr Z i I
THE STATE OF TEXAS §
COUNTY OF NUECES
This instrument was acknowledged before me on��� i�r;z� r Z 2013, by
. t-+ f : (Name)I 1 (Title), of
I5T Investments, LLC, a Texas Corporation, on behalf of the said corporation.
KATRINA MARIE WILLIAMS
Notary Public, State of Texas
- ' y My Commission Expires
July W 20] 4
CERTIFICATION
for the State'of Texas
The information submitted with this application for reimbursement has been reviewed and
determined to be correct. Reimbursement is subject to:
(a) Efficiency of funds in the Distribution Main Trust Fund, and
(b) Appropriation and approval by the City Council.
/3
Development Services ngineer ate)
EXHIBIT 2
(Page 1 of 2)
APPLICATION FOR WATER LINE CREDIT
We, 15T Investments, LLC, P.O. Box 261037, Corpus Christi, TX 78426, owners and developers of
proposed AIRPORT INDUSTRIAL SUBDIVISION, BLOCK 13, LOT 2, hereby apply for
$11_,695.60 credit towards the water acreage fee for the installation of the water Distribution main as
provided for by City Ordinance No. 17092. $75,972.40 is the construction cost, including 11%
Engineering and Surveying, as shown by the cost supporting documents attached herewith.
By: .
Title:
Date: ��,�lc,� Z ! , 2(1 i
THE STATE OF TEXAS §
COUNTY OF NUECES §
This instrument was acknowledged before me on , ) r�i1_ i r c 1 2( 2013, by
i r ij L-) P s (Name),, - r),-- rt i � (Title), of
15T Investments, LLC, a Texas Corporation, on behalf of the said corporation.
=:! �• lR KATRINA MARIE WILLIAMS N Public "rn a d or the State of T
"= Notary Public, State of Texas
My Commission Expires
..` July 08, 2014
E 2
(Page 2 of 2)
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EXHIBIT SHOWING ❑EESITE SANITARY SEWER
AND WATER IMPROVEMENTS AIRPORT
INDUSTRIAL SUBDIVISI ❑N BLK 13 L 2
1- = 800'
BASS AND WELSH ENGINEERING
CORPUS CHRISTI, TX
SURVEY REG. NO. 100027 -00,
TX ENGINEERING REG. NO. F -52,
FILE: EXB -1, JOB NO. 12048,
SCALE: 1 " = 60'
PLOT SCALE: SAME, PLOT DATE:
10/10/12, SHEET 1 OF 1
Exhibit 6
AIRPORT INDUSTRIAL SUBDIVISION
SUBTOTAL
UNIT PRICE
$500.00
$35.60
$465.00
$1,100.00
$2,150.00
$3,500.00
$45.00
Engineering and Surveying 11%
SUBTOTAL
SINCE ACREAGE FEE IS LESS THAN 50% OF OFFSITE WATER COST, DEVELOPER
MUST PAY 50% OF OFFSITE WATER COST = 50 °/GX$75,972.40
Less Acreage Fee
Amount Reimburseable
1/11/2013
AMOUNT
$500.00
$52,723.60
$4,650.00
$3,300.00
$2,150.00
$3,500.00
$1,620.00
$68,443.60
$7,528.80
$75,972.40
$37,986.20
- $11.695.60
$26,290.60
Exhibit 4
BLOCK 13, LOT 2
OFFSITE WATER REIMBURSEMENT
ITEM NO.
ITEM QTY.
UNIT
1
8" TEE, DI
1
EA
2
8" PVC PIPE
1,481
LF
3
8" EL, DI ANY ANGLE
10
EA
4
8" GATE VALVE W/BOX
3
EA
5
8" TAPPING SADDLE W18" TAPPING GATE VALVE & BOX 1
EA
6
PAVEMENT PATCHING
1
LS
7
12" PVC PIPE CASING
36
LF
SUBTOTAL
UNIT PRICE
$500.00
$35.60
$465.00
$1,100.00
$2,150.00
$3,500.00
$45.00
Engineering and Surveying 11%
SUBTOTAL
SINCE ACREAGE FEE IS LESS THAN 50% OF OFFSITE WATER COST, DEVELOPER
MUST PAY 50% OF OFFSITE WATER COST = 50 °/GX$75,972.40
Less Acreage Fee
Amount Reimburseable
1/11/2013
AMOUNT
$500.00
$52,723.60
$4,650.00
$3,300.00
$2,150.00
$3,500.00
$1,620.00
$68,443.60
$7,528.80
$75,972.40
$37,986.20
- $11.695.60
$26,290.60
Exhibit 4
CITY OF CORPUS CHRISTI
DISCLOSURE OF INTERE=STS
City of Corpus Christi ordinance 17112, as amended, requires all persons or firms 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 ".
FIRST NAME: 15T Investments, LLC
STREET: 5901 State Hwy 44 CITY: Corpus Christi ZIP: 78406
FIRM IS: ❑1 . Corporation ❑2. Partnership ❑3. Sole Owner ❑4. Association ❑✓ 5. Other Limited Partnemhi r
DISCLOSURE QUESTIONS
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3 %v
or more of the ownership in the above named "firm ".
Name Job Title and City Department (if known)
None None
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
None None
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
None None
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 35 or more of the
ownership in the above named "firm ".
Name Consultant
None None
CERTIFICATE
certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld
disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of
Corpus Christi, Texas as changes occur.
Certifying Person: Steven Tipps
Title: Member
(Type or Print)
Signature of Certifying Person: - , pate: 12/13/2012
Exhibit 5
��2 C 1 'ZE!3 1 :3 4 7,- PS3
t Payes 14
04/11/2013 3:06PM
Wficiol Records of
NUECES COUNTY
DIANA T. BARRERA
COUNTY CLERK
Fees $67.00
b */ptu Y
Apt Provision here�n which restricts the Sole,
Rentul or use of the desci-ibed
REAL PROPERTY because of Race.? Color,
Rel|sion, Sex, Handicap-: Familial Status- or
Notional Ork:jio is invulid and unen�orc�o�le
under FEDERAL LAW, 3/12/99.
STATE OF TEXAS
COUNTY OF N0ECES
I hereby certifo that
this
instrument was FILED
in file number sanoeoce
on
the dute and ut the
time stumned herein by
me,
and was duly RECORDED
in the 8fficiol Public
Records nf
Nueces County, Texas
Diana T. Borrero
��