Okaloosa County BOCC — January 8, 2013 — Agreement for Deed 2013 — reading text

vendor of the Eligible Entity for any costs incurred by it under this Agreement. ARTICLE VI - DEFINITIONS Section 601. Fiscal Year. Fiscal Year (FY) means the Federal funding year that begins on October 1 and ends on September 30. Section 602. Allowable Transactional Costs. The fair market value cost of the acquisition of a Real Property Interest, as negotiated by the Parties, and Allowable Transactional Costs, such as land surveys, appraisals, environmental assessments, title searches, escrow agent fees and expenses, real estate agent fees agreed to by the Parties, and recording fees, if any, are allowable costs under this Agreement. Section 603. Air Force. The branch of the armed services that is a Party to this Agreement and that is eligible to receive appropriated funds under 10 U.S.C. §2684a, any successor entity to it, and any successor in office of the Secretary of the Air Force. Section 604. Eligible Entity. A state, or political subdivision of a state, or a private entity that has as its stated principal organizational purpose or goal the conservation, restoration, or preservation of land and natural resources, or a similar purpose or goal, as determined by the Secretary of Defense or the Secretary of the military department involved. Section 605. State. A state includes any department or named agency of a state authorized by law to enter into transactions of the nature contemplated by this Agreement. A state includes the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Marianas, and the territories and possessions of the United States. Section 606. Political Subdivision. Political subdivision is a subdivision of a state which has been delegated certain functions of local government. This can include counties, cities, towns, villages, hamlets, boroughs and parishes. ARTICLE VII - GENERAL PROVISIONS Section 701. Term of Agreement. Unless sooner terminated by its terms, this Agreement shall terminate on September 30, 2014, without notice by or from either Party. Section 702. Sole Benefit. This Agreement is not intended to create any beneficiaries other than the Parties. Section 703. Modification. This Agreement may be modified only by a single written instrument signed by the Parties. Section 704. Successors and Assigns. This Agreement may not be assigned by a Party without the express prior written consent of the other Party. All covenants and agreements made under this Agreement shall bind and inure to the benefit of any successors and assigns of the Eligible Entity and the assigns of The United States of America and the Department of the Air Force, whether or not expressly assumed or acknowledged by those successors or assigns. The Eligible Entity may offer a substitution of the State of Florida for the Eligible Entity’s obligations under this Agreement, subject to the written consent of the Air Force and written acceptance of substitution by an authorized official of the State of Florida. In the event of a substitution of the State of Florida for the Eligible Entity for purposes of this Agreement, the Air Force shall fulfill its obligations under this Agreement with the State of Florida in lieu of the Eligible Entity. Section 705. Entire Agreement. This Agreement forms the entire agreement between the Parties for the scope and subject matter. All prior discussions and understandings, oral or written, concerning the scope and subject matter are superseded and incorporated by this Agreement. Section 706. Severability. If any provision of this Agreement is judicially held invalid by a court of competent jurisdiction, the remainder of this Agreement shall continue in force and effect to the extent not inconsistent with that holding. Section 707. Waiver of Breach. If a Party waives enforcement of any provision of this Agreement upon any event of breach by the other Party, the waiver shall not automatically extend to any other or future events of breach. Section 708. Notices. Any notice, transmittal, approval, request, authorization, designation, or other official communication required or desired under this Agreement shall be made in writing and shall be delivered by hand, facsimile transmission, or by recognized courier, or by the U.S. Postal Service to the other Party at the address or facsimile transmission telephone number set forth below, or at another address that may be later designated by that Party: For the Eligible Entity: Jeff Littrell, Water and Sewer Director Okaloosa County 1804 Lewis Turner Boulevard, Suite 300 Fort Walton Beach, FL 32547 For the Air Force: Marisol Reina 96 CEG/CEPP 501 DeLeon Street, Suite 101 Bldg 696 Eglin AFB, FL 32542 Section 709. Execution. This Agreement may be executed in several counterparts, each of which shall be deemed an original. Section 710. Conflict of Interest. The Eligible Entity shall ensure that its employees are prohibited from using their positions for a purpose that is, or gives the appearance of being, motivated by a desire for private gain for themselves or others. Section 711. Access to and Retention of Records. The Eligible Entity shall afford any authorized representative of the Air Force, the Department of Defense, or the Comptroller General access to, and the right to examine, all records, books, papers, and documents ("Records") that are within the custody or control of the Eligible Entity and that relate to its performance under this Agreement. The Eligible Entity shall retain the Records intact in a form, if not original documents, for at least three (3) years following termination of this Agreement. Section 712. Change of Circumstances. Each Party shall promptly notify the other Party of any change of circumstances, pending litigation, or any other event or condition that may adversely affect the ability of that Party to carry out any of its obligations under this Agreement. Section 713. Liability and Indemnity. Nothing in this Agreement shall be construed as an indemnification by one Party of the other for liabilities of a Party or third persons for property loss or damage or death or personal injury arising out of, and during the performance of, this Agreement, or arising from any other action that may arise as a result of this Agreement. Any claims or any liabilities, or claims for property loss or damage or for death or personal injury by a Party or its agents, employees, contractors, or assigns, or by third persons, arising out of, and during the performance of, this Agreement shall be determined according to applicable law. Section 714. Reports. 10 In addition to any financial or other reports required by the terms of this Agreement, the Air Force may require the Eligible Entity to prepare reports or provide information relating to this Agreement. The Eligible Entity agrees to deliver the reports within a reasonable time of request and with required detail. Section 715. Ownership of Real Estate. If requested by the Air Force in the future, the Eligible Entity agrees to transfer any portion of the property or interest acquired under this Agreement or a lesser interest therein to the United States but only in the event that the Eligible Entity has authorized activity which is incompatible with the mission of the Installation and inconsistent with the protection of open space and agricultural uses. Further, such transfer shall not be required if by doing so, it would adversely impact on the ability of the Eligible Entity to pursue passive uses of the Real Property Interest, including but not limited to construction and maintenance of all-weather roads, water system infrastructure, pump stations, pipelines, and wetland mitigation banking. Any request from the Air Force shall be limited to the minimum property or interests necessary to ensure that the property concerned is developed and used in a manner appropriate for purposes of 10 U.S.C. § 2684a. Section 716. Interest To Be Acquired. The real property interest to be acquired in the Property is a restrictive easement in the form, to include the substantive restrictions, described in Exhibit A and to be recorded by the current owner with enforceable rights by both the Eligible Entity and the Air Force. Section 717. Long-Term Monitoring of Property to Enforce Restrictions. After recordation of the restrictive easement, the Eligible Entity and the Air Force shall ensure long-term monitoring of the Property to verify compliance with the land use restrictions contained in the restrictive easement. In the event of an observed or suspected breach of the land use restrictions, the Eligible Entity and the Air Force will confer to determine which Party shall enforce the land use restrictions. In the event the Air Force will lead the enforcement, the Eligible Entity agrees to assist the Air Force, to the fullest extent allowable under applicable law, in the enforcement efforts. Section 718. Negotiations. Negotiations with the landowners of all land will be conducted by the Eligible Entity, or its authorized representative, in a manner that will assure that the most favorable price and terms are obtained for the Air Force and the Eligible Entity. Section 719. Termination. 1] This Agreement may be terminated by either Party giving 30 days prior written notice to the other Party in accordance with Section 708with respect to (1) any non-binding commitments entered into with third parties, or (2) to the extent that the provisions of this Agreement interfere with the obtaining of the necessary approvals for the wetland mitigation bank, as contemplated by the Eligible Entity. Section 720. Relationship Nothing in this Agreement shall constitute the Parties as partners. Each Party will be acting under this Agreement, and related agreements, solely as an individual entity and will be liable for its own acts. Nothing in this Agreement shall render, or be construed to render, either of the Parties liable to any third party for debts or obligations of the other Party. ARTICLE VIII - REPRESENTATIONS AND CERTIFICATIONS Section 801. Applicable Law. This Agreement is being used to implement a Federal program. Accordingly, this Agreement shall be governed by, and construed according to, Federal law as it may affect the rights, remedies, and obligations of the United States. Section 802. Nondiscrimination. The Eligible Entity agrees that no person shall be denied benefits of, or otherwise be subjected to discrimination in connection with, performance of the Eligible Entity under this Agreement, on the ground of race, religion, color, national origin, sex or handicap. Accordingly and to the extent applicable, the Eligible Entity covenants and agrees to comply with the following in performing its obligations under this Agreement: a. Title VII of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d-200d-7), and applicable DOD regulations (32 C.F.R. pt. 300); b. Exec. Order No. 11,246 and applicable Department of Labor regulations (41 C.F.R. pt. 60); c. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) and applicable DOD regulations (32 C.F.R. pt. 56); and, d. The Age Discrimination Act of 1975 (42 U.S.C. §§ 6101-6107) and applicable regulations (45 C.F.R. pt. 90). Section 803. Lobbying. 12 a. The Eligible Entity agrees that it will not expend any funds appropriated by Congress to pay any person for influencing or attempting to influence an officer or employee of any agency, or a Member of Congress in connection with any of the foNowing covered Federal actions: the awarding of any Federal contract; the making of any Federal grant; the making of any Federal loan; the entering into of any cooperative agreement; and, the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. The Final Rule, New Restrictions on Lobbying, issued by the Office of Management and Budget and the Department of