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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: Page 2 of 5 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 Page 3 of 5 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 Page 4 of 5 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 Page 5 of 5