HomeMy WebLinkAboutC2026-066 - 5/5/2026 - Approved .1\• 1
DOWNTOWN DEVELOPMENT AGREEMENT
DEMOLITION OF 1914 NUECES COUNTY COURTHOUSE
This Downtown Development Agreement (the "Agreement") is entered into by and
between the City of Corpus Christi, Texas (the "City"), as the agent of the Corpus
Christi Tax Increment Reinvestment Zone #3 ("TIRZ #3"), and Nueces County, Texas
(the "County"), a political subdivision of the State of Texas.
Recitals
WHEREAS on December 16, 2008, the City Council of the City (the "City Council")
approved Ordinance 027996, which established the TIRZ #3 in accordance with Texas
Tax Code Chapter 311. TIRZ #3 promotes economic development and stimulates
business and commercial activity in its downtown Corpus Christi area (the "Zone");
WHEREAS on August 25, 2015, the City Council approved a Project and Financing
Plan (the "Plan") for TIRZ #3;
WHEREAS the Board of Directors of TIRZ #3 (the "Board") includes members of the
City Council in a non-public-official capacity, as well as a representative from each
Nueces County and Del Mar College, who have committed to contribute to TIRZ #3
through Interlocal Agreements created in 2009 and amended in 2012 and 2016;
WHEREAS the Corpus Christi Downtown Management District ("DMD") assists the City
with administration of TIRZ #3, recommends projects and recommends a DMD
representative to be appointed to the Board through an Interlocal Agreement;
WHEREAS the Plan contained certain programs designed to improve conditions and
increase commerce within the Zone;
WHEREAS the County has proposed to demolish the 1914 Nueces County Courthouse,
on the property located at the intersection of N. Mesquite St. and Belden St., with such
property being more fully described on attached Exhibit B (the "Property"). The
Property is located within the Zone, and the proposed demolition falls within one of the
programs approved in the Plan;
WHEREAS the demotion of the 1914 Nueces County Courthouse meets the desired
goals of revitalization within the Zone and serves a public benefit;
WHEREAS any reference to "City" or "City Staff," is entirely in agency capacity for TIRZ
#3, and further the City as a home-rule municipal corporation is not a party to this
agreement; and
WHEREAS section 311.010(b) of the Texas Tax Code authorizes the board of directors
of a reinvestment zone to enter into agreements the Board considers necessary or
convenient to implement the project plan and reinvestment zone financing plan and
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6(.;ANNED
achieve their purposes;
WHEREAS the County desires to receive funding support for certain future costs
incurred in the demolition of the 1914 Nueces County Courthouse pursuant to the
Project and Finance Plan and the TIRZ #3 desires to contribute funding to the County
for these costs in accordance with this Agreement.
NOW, THEREFORE, this contract is made and entered into by TIRZ #3 and County in
consideration of the aforementioned recitals and for the mutual consideration stated
herein.
Agreement
Section 1. Funding Obligations.
The City agrees to pay the County from available TIRZ #3 funds in the amount of
$2,000,000.00. The City shall provide funding to County for the demolition of the 1914
Nueces County Courthouse, located within the Zone at the intersection of N. Mesquite
St. and Belden St., Nueces County, Corpus Christi, Texas, which is owned by Nueces
County.
It is expressly agreed and understood that the total amount to be paid by the City under
this Agreement shall not exceed $2,000,000.00.
Section 2. Payment Schedule.
The funds shall be distributed in two equal payments of$1,000,000.00, with the first
payment made no later than September 30, 2026. The second payment shall be
distributed in City's FY 2027, no later than December 31, 2026.
Section 3. Performance Requirements.
(a) County agrees to use the funding provided pursuant to this agreement for the
demolition of the 1914 Nueces County Courthouse and shall not use the funds
for any other purpose.
(b) County shall present a report to TIRZ #3 Board upon completion of the
demolition.
(c) County will obtain all required building permits from the City and commence
demolition within one year of the date this Agreement is signed by the City. Any
extensions of this deadline must be requested by County in writing and approved
by the TIRZ #3 Board.
(d) When the demolition has been completed, County shall submit the amount of
money that County paid for completion of such work and that County claims as
actual costs and any supporting documents demonstrating that such amounts
were actually paid by County, including but not limited to invoices, receipts, etc.
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Section 4. Return of Funds.
If the demolition of the 1914 Nueces County Courthouse is not complete by December
31, 2028, County shall repay the funds to the TIRZ, less monies spent preparing for the
demotion, engineering, or asbestos remediation, unless an extension has been granted
as per Section 3(c).
In the event the TIRZ is expired, the funds, minus the monies outlined in the paragraph
above, will be refunded to the City of Corpus Christi and Del Mar College District based
on each respective entity's contribution to the TIRZ in FY 2026 and/or FY 2027. (For
example, if City's contributions in FY 2026 are 50% of total TIRZ and Del Mar's
contributions are 25%, County shall repay City $1,000,000 and shall repay Del Mar
$500,000 and will be allowed to keep the remaining $500,000.)
Upon Any funds that have not been used for or committed to the demolition upon
expiration or termination of this Agreement must be returned promptly as outlined above
or applied to another mutually agreed upon purpose, as directed in writing by both
parties.
Section 5. Audit and Record Keeping
The County will maintain complete and accurate records associated with this project
and will retain such records pursuant to the laws of the State of Texas, including the
Texas Public Information Act.
Section 6. Termination.
This Agreement shall terminate upon any one of the following:
(a) By written agreement of the parties to this Agreement; or
(b) Upon fulfillment and completion of all covenants and duties of the parties
hereunder.
Section 7. County Warranties.
County warrants and represents to City the following:
(a) County is a political subdivision of the State of Texas and has the authority to
enter into and perform the terms of this Agreement.
(b) County acknowledges that the funds transferred under this Agreement must be
utilized solely for purposes authorized under State law and by the terms of this
Agreement
(c) If an audit determines that the request for funds was defective under the law or
the terms of this agreement, the County agrees to reimburse the City for the
sums of money not authorized by law or this Agreement within 30 days of written
notice from the City requesting reimbursement.
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(d) The parties executing this Agreement on behalf of the County are duly authorized
to execute this Agreement on behalf of County.
Section 8. Force Majeure.
If the City or County are prevented, wholly or in part, from fulfilling their obligations
under this Agreement by reason of any act of God, unavoidable accident, acts of
enemies, fires, floods, governmental restraint or regulation, other causes of force
majeure, or by reason of circumstances beyond their control, then the obligations of the
City or County are temporarily suspended during continuation of the force majeure. If
either party's obligation is affected by any of the causes of force majeure, the party
affected shall promptly notify the other party in writing, giving full particulars of the force
majeure as soon as possible after the occurrence of the cause or causes relied upon.
Section 9. Assignment.
The County may not assign all or any part of its rights, privileges, or duties under this
Agreement without the prior written approval of the Board. Any attempted assignment
without such approval is void, and constitutes a breach of this Agreement.
Section 10. Indemnity.
As required under the Constitution and laws of the State of Texas, each party
understands that it is solely liable for any liability resulting from its acts or
omissions. No act or omission of a party shall be imputed to the other party.
Neither party shall indemnify or defend the other party.
Section 11. Events of Default.
The following events constitute a default of this Agreement:
(a) Failure of the County to timely, fully, and completely comply with any one or more
of the requirements, obligations, duties, terms, conditions, or warranties of this
Agreement.
(b) The TIRZ #3, the Board, or City Staff determines that any representation or
warranty on behalf of the County contained in this Agreement or in any financial
statement, certificate, report, or opinion submitted to the TIRZ #3 in connection
with this Agreement was incorrect or misleading in any material respect when
made.
(c) The County makes an assignment for the benefit of creditors.
(d) The County files a petition in bankruptcy or is adjudicated insolvent or bankrupt.
Section 12. Notice of Default.
Should the City determine that the County is in default according to the terms of this
Agreement, the City shall notify the County in writing of the event of default and provide
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60 days from the date of the notice ("Cure Period") for the County to cure the event of
default.
Section 13. Results of Uncured Default.
After exhausting good faith attempts to address any default during the Cure Period, and
taking into account any extenuating circumstances that might have occurred through no
fault of the County as determined by the City, the following actions must be taken for
any default that remains uncured after the Cure Period.
(a) The County shall immediately repay all unexpended funds paid from TIRZ #3
funds under this Agreement.
(b) The County shall pay reasonable attorney fees and costs of court to collect
amounts due to the City if not immediately repaid upon demand from the City.
(c) The City and TIRZ#3 shall have no further obligations to the County under this
Agreement.
(d) Neither the City nor TIRZ #3 may be held liable for any consequential damages.
(e) The City and TIRZ #3 may pursue all remedies available under law.
Section 14. No Waiver.
(a) No waiver of any covenant or condition, or the breach of any covenant or
condition of this Agreement, constitutes a waiver of any subsequent breach of
the covenant or condition of the Agreement.
(b) No waiver of any covenant or condition, or the breach of any covenant or
condition of this Agreement, justifies or authorizes the nonobservance on any
other occasion of the covenant or condition or any other covenant or condition of
this Agreement.
(c) Any waiver or indulgence of the County's default may not be considered an
estoppel against the City or TIRZ #3.
(d) It is expressly understood that if at any time the County is in default in any of its
conditions or covenants of this Agreement, the failure on the part of the City to
promptly avail itself of the rights and remedies that the City may have, will not be
considered a waiver on the part of the City, but City may at any time avail itself of
the rights or remedies or elect to terminate this Agreement on account of the
default.
Section 15. Available Funds.
The County specifically agrees that the City and TIRZ #3 shall only be liable to the
County for the actual amount of the money due to the County under this Agreement
from TIRZ #3 funds and shall not be liable to the County for any actual or consequential
damages, direct or indirect, interest, attorney fees, or cost of court for any act of default
by the City or TIRZ #3 under the terms of this Agreement. Payment by the City is strictly
limited to the total amount of increment funds for TIRZ #3. The City shall use its best
efforts to anticipate economic conditions and to budget accordingly. In the event of
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insufficient funding, or if funds become unavailable in whole or part, the City, as its sole
discretion, may provide funds from a separate source or terminate this Agreement. In
the event that payments or expenditures are made, they shall be made from current
funds as required by Chapter 791, Texas Government Code.
Section 16. Notices.
Any required written notices shall be in writing, and if sent by mail shall be sent by
certified mail, return receipt requested, postage prepaid, addressed as follows:
Nueces County
Attn: Nueces County Judge
901 Leopard Street, Room 303
Corpus Christi, Texas 78401
City of Corpus Christi
Attn: City Manager's Office
Tax Increment Reinvestment Zone #3
PO Box 9277
Corpus Christi, Texas 78469-9277
Notice is effective upon deposit in the United States mail in the manner provided above.
Section 17. No Waiver of Governmental Immunity
The County, the City, and the Board agree that each be responsible for their own
negligent acts or omissions in the performance of this Agreement, without
waiving any sovereign governmental immunity available to either the County or
the City under Texas law and without waiving any available defenses under Texas
law. Nothing in this paragraph shall be construed to create or grant any rights,
contractual or otherwise, in or to any third persons or entities.
Section 18. Amendments or Modifications.
No amendments or modifications to this Agreement may be made, nor any provision
waived, unless in writing signed by a person duly authorized to sign agreements on
behalf of each party.
Section 19. No Joint Enterprise or Liability.
The parties do not intend, by entering into this Agreement to create a partnership or
joint enterprise with each other, and the City shall at no time be responsible or liable for
the acts of the County or the County's agents or employees. In no event shall the City
be liable (i) for the performance of any contracts made by the County with any other
person or entity or (ii) for any damages, injuries, or losses charged to or adjudged
against the County arising from its operations or the use or maintenance of its facilities.
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The City shall be under no obligation to provide any additional funding or incur any other
costs or expenses in connection with this Agreement beyond the Project Costs.
Section 20. Captions.
The captions in this Agreement are for convenience only and are not a part of this
Agreement. The captions do not in any way limit or amplify the terms and provisions of
this Agreement.
Section 21. Severability.
If any provision of this Agreement shall be held invalid, void, or unenforceable, the
remaining provisions hereof shall not be affected or impaired, and such remaining
provisions shall remain in full force and effect.
Section 22. Governing Law and Venue.
This Agreement and the rights and obligations of the parties hereto shall by governed
by, and construed according to, the laws of the State of Texas, without giving effect to
the conflict of laws provisions thereof to the extent such principles or rules would require
or permit the application of the laws of any jurisdiction other than those of the State of
Texas. Venue for any legal action related to this Agreement shall be in a court of
competent jurisdiction in Nueces County, Texas.
Section 23. Sole Agreement.
This Agreement constitutes the sole agreement between the City and the County. Any
prior agreements, promises, negotiations, or representations, verbal or otherwise, not
expressly stated in this Agreement, are of no force and effect.
Section 24. Counterparts and Electronic Signatures.
Except as may be prohibited by applicable law or regulation, this Agreement and any
amendment may be signed in counterparts, by facsimile, PDF, or other electronic
means, each of which will be deemed an original and all of which when taken together
will constitute one agreement. Facsimile and electronic signatures will be binding for all
purposes.
[Signature page follows.]
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APPROVED AS TO FORM: kf day of /V l At , 202(, .
(/(46/1 a. a trrAlik_,
Assistant City Attorney
City of , pus Christi o alf of x Increment Reinvestment Zone #3
By. /
Micha- : ce Assis ant City Manager
Date: S Zz
Attest:
O(�► AUTHORIZED
By: (��1e�r L 5��j'�a'�D _
Rebecca Huerta, City Se re ary BY COUNCIL---- C
S ECR cT,ARY
Nueces C.oupy
By: - )A.NJ,is Z.�►
Connie Scott, Nueces County udge
Date: 5/a0 I anaco
Kira aid.
N.jAres County Clerk
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