HomeMy WebLinkAboutC2011-352 - 10/11/2011 - ApprovedMEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING ( "MOU ") is by and between the City
of Corpus Christi, a Texas Home -Rule Municipal Corporation (the "City ") and Asset
Development Corporation and Gulf Shores Joint Ventures (together, the "Project Developer ").
The City and the Project Developer (each, a "party" and together, the "parties ") enter into this
MOU and agree as follows:
1. Definitions.
1.1 "Master Plan" refers to the approximately 500 acre proposed mixed use
development on North Padre Island in Corpus Christi, Texas.
1.2 "Project" refers to the design and construction of the Park Road 22 bridge.
1.3 "Site" refers to the proposed bridge location along Park Road 22 between
Compass St. and Nemo Ct. directly adjacent to Padre Isles Country Club Golf Course and
the right -of -way and easement property required for the associated canal crossing.
1.4 "Phase 1" refers to the design and engineering phase of the Park Road 22
bridge, including the Texas Department of Transportation permit process associated with
the bridge design and the submission and approval of all required environmental permit
revisions for the canal crossing with the U.S. Army Corp. of Engineers.
1.5 "Phase 2" refers to the construction of the Park Road 22 bridge and canal
system crossing.
1.6 "Phase 3" refers to the development of the Master Plan.
1.7 "Phase 4" refers to future construction phases associated with the Master
Plan.
2. Purpose. The purpose of this MOU is to create an implementation structure for
the Master Plan. This MOU will delineate the roles and responsibilities of both parties in
implementing the Project, specifically as it relates to Phase 1, which is the design and
engineering phase of the Park Road 22 bridge and sets the stage for making the necessary
decisions to go forward with the construction of the bridge as well as pursuing the
implementation of the Master Plan as it may be revised.
3. Roles and Responsibilities of the Project Developer. The Project Developer
shall undertake the following roles and responsibilities to the extent that they are necessary to
accomplish Phase 1:
2011 -352
M2011 -222
10/11/11
Asset Development Corporation
INDEXED
3.1. Obtain a revision to the existing U.S. Army Corp. of Engineer Permit,
associated with the Padre Isles Country Club Golf Course water features, for the canal
system expansion.
3.2 Design the canal system associated with the Project.
3.3. Dedicate the necessary right -of -way and easement property for the
development of the associated canal system adjacent to and necessary for the Project.
3.4. Provide overall management of the Project design and planning, starting
with the canal system and developing and administering implementation and phasing of
the Master Plan.
plan.
3.5. Set priorities for the overall development of the Site, including a phasing
4. Roles and Responsibilities of the City. The City shall undertake the following
roles and responsibilities to the extent that they are necessary to accomplish Phase 1:
4.1 Provide an executive level single point of contact from the City for the
proposed project.
4.2 Determine available funding sources for the Park Road 22 bridge design
and construction.
4.3 Seek final council approval for the recommended funding sources.
4.4 Contract for engineering services related to environmental assessments
and associated bridge design.
4.5 Provide project management coordination for overall project development
activities requiring the City's coordination and inspection services.
5. Term. This MOU shall be effective upon the date last signed and executed by the
duly authorized representatives of the parties to this MOU and shall remain in full force and
effect for the completion of Phase 1 or , whichever occurs first.
6. Agreement. Upon completion of Phase 1, this MOU will be replaced with a
more detailed contractual agreement between the parties for Phases 2, 3, and 4.
7. Contact Information. Each party shall designate a representative to serve as the
official contact for that party and to coordinate the activities of each party in carrying out this
MOU. The initial contacts designated by each party are as follows:
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FOR CITY:
Johnny Perales, Assistant City Manager
1201 Leopard Street, 5th Floor
Corpus Christi, Texas 78401
361 -826 -3828
JohnnyP @cctexas.com
103 �1I1�14MUDIAV11go] 911IN
Contact Person: Paul Schexnailder
Address: 14646 Compass Street
City, State, Zip: Corpus Christi, TX 78418 -6231
Phone: (361) 949 -7611
Email: pschex2000 @aol.com
8. Dispute Resolution. The parties agree to use a mutually agreed upon mediator to
attempt to informally resolve any conflicts or disagreement arising out of this MOU.
9. Modification. Either party may request changes to this MOU, but any changes,
modifications, revisions or amendments to this MOU must be mutually agreed upon in writing
and signed by the parties.
10. Severability. If any provision of this MOU is determined to be illegal or
unenforceable, such provision shall be fully severable, and the remainder of this MOU shall
continue in full force and effect. Neither party may renegotiate the illegal or unenforceable
provisions.
11. Termination. This MOU may be terminated, for cause, by either party upon the
other party's failure to cure any breach of this MOU. The process to cure a breach of this MOU
begins with a written notice of the breach, followed by a 120 day period to cure. If the breach
cannot be cured within the cure period, either party may terminate this MOU upon thirty (30)
days' advance written notice to the other party.
12. Notice. Any required notice shall be in writing and hand - delivered or sent by
certified mail to the designated contact person listed in this MOU.
13. Sovereign Immunity. The City does not waive its sovereign immunity by
entering into this MOU, and the City fully retains all available immunities and defenses provided
by law with respect to any action based on or occurring as a result of this MOU. If the City
raises sovereign immunity as a defense to any claim brought against it by the Project Developer,
both parties shall be released from their respective obligations under this MOU for both past and
future performance.
14. Third Party Beneficiary Rights. The parties do not intend to create in any other
individual or entity the status of a third party beneficiary, and this MOU shall not be construed to
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create such status. The rights, duties and obligations contained in this MOU shall operate only
between the parties to this MOU, and shall inure solely to the benefit of the parties to this MOU.
The provisions of this MOU are intended only to assist the parties in determining and performing
their obligations under this MOU. The parties intend and expressly agree that only they shall
have the legal or equitable right to enforce this MOU or to seek any remedy arising out of either
party's performance or failure to perform under this MOU.
15. Compliance with Laws. This MOU is subject to all applicable regulatory
requirements, including federal, state, and local laws, rules, regulations, orders, codes, criteria
and standards.
IN WITNESS WHEREOF, the parties to this MOU through their duly authorized
representatives have executed this MOU in duplicate on the dates set forth below, but effective
as of the date of the last signature, and certify that they have read, understood, and agreed to the
terms and conditions of this MOU as set forth herein.
PROJECT DEVELOPER:
ATTEST:
By: t V
Armando Chapa
City Secretary
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Asset Development Corporation
By:
e: Schexn ' der
Title: Partne
Date:
CITY OF CORPUS CHRISTI:
J-� Ronald Colson
City Manager
Date: ! a . 131 )
" .. I AUTHORIZED
Gulf Shores Joint Ventures
APPROVED AS TO FORM: This 5 day of o C To_r3. . , 2011.
By:
Carlos Valdez
City Attorney
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