Fort Walton Beach Council agenda — 02-12-13--cra — reading text

develop a more detailed infrastructure construction schedule. b. Upon completion of the improvements, the City will accept the infrastructure improvements into the City's system and thereafter be responsible for maintenance of the improvements in accordance with the City's schedule of maintenance and capital improvement projects. The City's installation and maintenance responsibility includes the following items: L Potable Water System - the City will be responsible for the entire 8" water main through the Project plus the individual V water service taps to each unit up to and including the water meter; any piping and appurtenances past the water meter belonging to the Property owner. ii. Fire Service System - the City will be responsible for the entire 8" potable water main through the Project plus the individual fire service taps to each building up to and including the gate valve prior to the backfiow preventer; the backflow preventer, piping, and appurtenances past the gate valve belonging to the Property owner. iii. Stormwater Management System - the City will be responsible for all of the stormwater management system piping and structures outside of the retention areas; Sound Side will be responsible for the upkeep and maintenance of the retention areas for the Project. iv. Sidewalks - the City will be responsible for all of the sidewalks within the Project. V. Curb and Gutter - the City will be responsible for all of the curb and gutter within the Project. vi. Asphalt Roadways and Parking Areas - the City will be responsible for the asphalt roadways and parking areas within the Project. 6. Special Assessment of Project Costs a. The City will adopt a special assessment pursuant to chapter 170 of the Florida Statutes to recover the expenditure of all qualifying costs and the cost of the completed infrastructure improvements and any other related project costs that will be initially paid from Revenue Special Trust Funds of the CRA. The total special assessment will be charged against the Property at 26, 28, 30, 32, 36, 38, 40, 42, & 44 Packet Pg. 51  7. t .e 6/ 3/ 10 Carson Drive SE, Fort Walton Beach, Florida, and shall, until paid in full, remain a lien, coequal with the liens of all state, county, and municipal taxes and superior in dignity to all other liens, titles, and claims, other than as set forth in this agreement. The parties acknowledge that the total estimated qualifying costs and cost of the infrastructure improvements and other project related costs will not exceed $ 2, 500, 000. The total amount shall be repaid by the Property owner to the City at no more than $ 119, 000 per year at one and one -half percent ( 1. 5 %) interest, and shall become payable no sooner than two years after the Closing ( the " Trigger Date "). The annual payments shall be payable no later than March 31 of each calendar year following the Trigger Date until paid in full. There will be no penalty for early payment of the special assessment. Upon repayment to the City pursuant to this paragraph, the funds shall be repaid to the CRA and deposited in the Redevelopment Revenue Special Trust Fund. Notwithstanding the provisions set forth above, in the event that Sound Side has insufficient funds to pay both the special assessment and the debt service payments under the Senior Loan in any calendar year, then the Senior Loan shall be senior to the special assessment in terms of priority of payment in any such calendar year and the special assessment, upon approval by City Council, shall be partially paid and the remaining balance of the annual payment deferred and accrue until paid in subsequent calendar years. b. The parties acknowledge that the current CRA Redevelopment Plan and the Interlocal Agreement between the City and the CRA expires on December 31, 2026. In the event that the CRA is dissolved or the Inlerlocal Agreement between the City and the CRA otherwise expires before the full special assessment lien is paid, special assessment payments shall inure to the benefit of the City and be paid into the City's general fund or otherwise consistent with the City' s financial policies and procedures. 7. Termination This Agreement shall terminate only upon written consent of the governing bodies of the City, CRA, FWBHA, and Sound Side or upon complete payment and satisfaction of the special assessment lien as contemplated by sections 4 and 6 of this Agreement. 8. Indemnification a. To the extent permitted by law, and specifically section 768.28, F.S., the City, agrees to indemnify and hold FWBHA and Sound Side harmless from and against any and all damages, losses or claims, including, but not limited to, legal fees and expenses, to the extent that such damages, losses or claims are attributable to actions, omissions or negligence arising from the terms of this Agreement. b. To the extent permitted by law, and specifically section 768.28, F. S., FWBHA and Sound Side agree to indemnify and hold the City harmless from and against any and all damages, losses or claims, including, but not limited to, legal fees and expenses, to the extent that such damages, losses or claims are attributable to actions, omissions or negligence arising from the terns of this Agreement. Packet Pg. 52  7. i. e 6/ 3/ 10 C. The City, FWBHA and Sound Side further agree to indemnify and hold the CRA harmless from and against any and all damages, losses or claims, including, but not limited to, legal fees and expenses, to the extent that such damages, losses or daims are attributable to actions, omissions or negligence arising from the terms of this agreement. To the extent anything herein conflicts with the terms of the Inlerlocal Agreement between the City and the CRA, as may be amended, the terms of the Intedocal Agreement between the City and the CRA shall govern. d. Nothing in this Agreement shall be deemed a waiver of immunity or limits of liability of any party to this Agreement, including their supervisors, officers, agents and employees and independent contractors, beyond any statutory limited waiver of immunity or limits of liability and nothing in this agreement shall inure to the benefit of any third party for the purpose of allowing any claim which would otherwise be bared under sovereign immunity or operation of law. 9. DefaultlNo Project a. A default by any party under this Agreement shall entitle the other parties to all remedies available at law or in equity, which may include, but not be limited to, damages, injunctive relief and specific performance. Each parry shall give the other parties written notice of any default and shall allow the defaulting party not less than fifteen ( 15) days to cure the default. b. In the event the Project is not constructed for whatever reason, and the City has begun construction of the infrastructure improvements and expended other monies pursuant to this Agreement and is not otherwise in default under the terms of this Agreement, then the Property owner shall remain liable for the repayment of any and all expenditures made by the City and CRA pursuant to this Agreement. 10. Enforcement If any party seeks to enforce this Agreement, after proper notice pursuant to section 14 of this Agreement, by court proceedings or otherwise, then the prevailing parties shall be entitled to recover all fees and costs incurred, including reasonable attorneys' fees and costs for trial, alternative dispute resolution or appellate proceedings. 11. Controlling Law This Agreement shall be construed and governed in accordance with the laws of the State of Florida. 12. Amendment This Agreement shall not be modified or amended except by written agreement duly executed by the authorized representative of the governing bodies of the parties. Packet Pg. 53  7. 1. 6 6/ 3/ 10 13. Interpretation This Agreement has been negotiated fully between the parties as an arms -length transaction. Each party has participated fully in the preparation of this Agreement. In the case of a dispute concerning the interpretation of any provision of this Agreement, all parties are deemed to have drafted, chosen and selected the language, and the doubtful language will not be interpreted or construed against any party. 14. Notice If notice is required, each party shall furnish to the other parties such notice in writing, posted in the U. S. mail or by hand delivery, or by overnight delivery service , addressed as set forth below. Any notice shall be deemed received only upon actual delivery at the designated address. Notices delivered after 5: 00 p. m., or on a non- business day, shall be deemed received on the next business day. If any time for giving notice would otherwise expire on a non -business day, the notice period shall be extended to the next succeeding business day. Saturdays, Sundays, and legal holidays recognized by the United States government shall not be regarded as business days. City of Fort Walton Beach CRA Board of Commissioners To: To: City Manager Chairman 107 Miracle Strip Parkway SW cto City Engineer Fort Walton Beach FL 32548 107 Miracle Strip Parkway SW 850) 833 -9502 Fort Walton Beach FL 32548 Fax: ( 850) 833- 9640 850) 833 -9612 Fax: 850 833 -9926 Fort Walton Beach Housing Authority Sound Side Apartments, LLC To: To Executive Director Go Fort Walton Beach Housing Authority 27 Robinwood Drive SW Executive Director Fort Walton Beach, Florida 32548 27 Robinwood Drive SW 850) 243 -3224 Fort Walton Beach, Florida 32548 Fax: ( 850) 244- 6533 850) 243 -3224 Fax: 850 2448533 15. Effective Date This Agreement and the rights conferred by it shall become effective upon execution by all of the parties and the date of execution of the last party shall control, and otherwise as set forth in section 4 of this Agreement. Packet Pg. 54  7. t. e 6/ 3/ 10 The undersigned set their hands as of the dales stated. City of Fort Walton Beach L.