Okaloosa County BOCC — April 19, 2016 — Site Work Agreement — reading text

SITE WORK AGREEMENT BETWEEN EGLIN AIR FORCE BASE 96 Civil Engineer Group and OKALOOSA COUNTY, FLORIDA This Site Work Agreement is entered into this day of 2016, by and between Eglin Air force Base 96" Civil Engineer Group, located at 501 De Leon Street, Suite 100, Eglin AFB, Florida 32542-5133 (the “Government”), and Okaloosa County, a county government created under the laws of the State of Florida, with its principle offices located at 1250 N. Eglin Pkwy., Shalimar, Florida 32579 (the “County™). WITNESSETH WHEREAS, the Government and the County entered into Lease USAF-AFMC-FTDA-14- 0030, effective December 20, 2013, for the Aircraft Rescue and Fire Fighting Station ("ARFF” Station) along Taxiway H. The purpose of the ARFF Station is to provide both civilian and military aircraft operations on Eglin property with a2 much needed aircraft rescue and firefighting station; and WHEREAS, it has been determined that a supply of increased water pressure and flow to the ARFF Station will be needed for utilization of potable water and fire protection; and WHEREAS, to increase the water pressure and flow to the ARFF Station, a new water main is necessary on Taxiway H. This Taxiway H Water Main Project (“Project”) has been identified by the Government as a critical infrastructure project and construction that will benefit the Air Force Base; and WHEREAS, the parties have determined that the County has the in-house resources available to construct this Air Force Project; and WHEREAS, to fund the project, the parties agree that it is in the best interest of the parties that the County withhold certain rent payments due to the Government pursuant to Lease AFMC-ED-01-06-001, effective October 2, 2006 for the County’s Arbennie Pritchett Water Reclamation Facility. Currently, the County pays an annual fee into an escrow account, established via an Escrow Agreement between the parties, to the Air Force for use of the County-owned facility on Eglin Property; and WHEREAS, in anticipation of this Site Work Agreement between the parties, the County has withheld its October 2015 payment to the Escrow Account; and WHEREAS, pursuant to an Escrow Agreement made as of October 03, 2006, and amended on October 03, 2007, between the United State of American acting by and through the Secretary of the Air Force, the County, and Sun Trust Bank, for most Site Work Agreements, the County is authorized after full execution of a Site Work Agreement between the County and Government, and a proper “Draw Request” by Sun Trust Bank, to receive funds from the escrow account to undertake, perform and complete agreed upon site work; and WHEREAS, this Site Work Agreement is unique in that instead of permitting the withdrawal of funds from the Escrow Account, the Government desires to have the County withhold specific rent payments to the Escrow Account required under lease ADMC-EG_01-06- 001, in lieu of which the County will fund the site work for the Air Force’s Taxiway H Water Main project as further detailed below; and WHEREAS, additional funds of up to $411,983 from FAA grant AIP Number 3-12-0081- 025-2013, as amended from time-to-time, shall also be appiied to the construction of the Project as further detailed below. NOW THEREFORE, in consideration of the mutual benefits to be derived by the terms of the Escrow Agreement, the parties agree to the following: 1. The recitals set forth above are true and correct and are deemed incorporated herein. 2. The following exhibits are hereby incorporated into this Site Work Agreement: a. Exhibit A — Statement of Work and Construction Plans and Specifications, including Exhibit 1 therein. b. Exhibit B — Cost Estimate for the Taxiway H Water Main Extension. . Exhibit C ~ Letter from the FAA to the County dated October 9, 2015. d. Exhibit D - Letter from the County to the Government dated November 3, 2015. 3. Scope of Work. The County shall undertake, perform and complete the site work set forth within this Agreement. Specifically, the County shall cause to be provided to the Government: Construction of Taxiway H water main project (Project FTFA 11-1017), as described in Exhibit A (Statement of Work and Construction Plans and Specifications). 4. The County has the right to engage contractors and subcontractors to undertake, perform and complete the above-mentioned site work for the Government. 5. Term. This Agreement shall take effect upon execution by both parties. The site work shall be substantially completed by March 31, 2017. Final Completion of the site work shall be April 30, 2017. 6. Cost. The Project cost is $945,737 Lump Sum, as further detailed in Exhibit B. The Project shall be funded in part by the Federal Aviation Administration (FAA) funding agreement between the FAA and County, Number 3-12-0081-025-2013, as 2 amended. More specifically, the County will fund $411,529 on a cost reimbursement basis under the FAA grant. For further documentation on this FAA funding, see attached letters from the FAA (Exhibit C) and a letter from the County to the Base Civil Engineer dated November 3, 2015 attached hereto and incorporated herein as Exhibit D. For the services and related equipment provided by the County in this Agreement, as set forth within Exhibit A, as compensation, Eglin agrees, that the County shall omit, in full or part, its annual payment into the Escrow Account to Eglin for rents pursuant to AFMC-EG-01-06-001, as set forth in more detail below: a. October 2015, annual payment in the amount of $380,789.30 b. October 2016, annual payment in the amount of $153,418.70 Records of labor and material provided in accordance with this Agreement shall be maintained and made available upon request to the Government at all times during the period of this Agreement for three (3) years after delivery is made. Copies of these documents and records shall be furnished to the Government upon request. This document and the Exhibits incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained In this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. It is further agreed that no modification, amendment, or alteration in the terms and conditions herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. The right to make changes in the work, including alterations, reductions therein or additions thereto is reserved to the Government. Upon receipt by the County of notification of a contemplated change, and if requested, the County shall provide an estimate for the increase or decrease in cost due to the contemplated change, notify the Government of any estimated change in the completion date, and advise the Government in writing if the contemplated change will affect completion dates or schedules. If so instructed in writing by the Government, the County shall suspend work on that portion of the work affected by a contemplated change, pending the Government’s decision to proceed with the change, and the execution of a suitable contract amendment or change order. Any changes to the scope of work provided under this Site Agreement must be in writing. 10. Notices pursuant to this Agreement shall be sent by U.S. Mail to the following addresses: Commander 96" Civil Engineer Group ATTN: 96 CEG/CEAIP 501 Deleon St., Suite 100 Eglin AFB, FL 32542-5133 Okaloosa County Administrator 1250 N. Eglin Pkwy, Suite 100 Shalimar, FL 32579 And Jeff Littrell Water & Sewer Director 1804 Lewis Turner Bouievard, Suite 300 Fort Walton Beach, FL 32547 jlittrell@co.okaloosa.fl.us (850) 651-7172 11. In performance of this Site Work Agreement, the parties will comply with all applicable regulatory requirements including federal, state, special district, and local laws, rules, regulations, orders, codes, criteria and standards, including, but not [imited to, health and safety rules and regulations. 12. This Site Work Agreement shall be governed in all respects by the laws of the State of Florida, and any litigation with respect thereto shall be brought only in the United States District Court, Northern District of Florida located in Pensacola, Florida. 13. A waiver by the County or Eglin of any breach of this Site Work Agreement shali not be binding upon the waiving party unless such waiver is in writing. IN the event of a written waiver, such a waiver shall not affect the waiving party’s rights with respect to any other or further breach. 14. It is specifically agreed between the parties executing this Site Work agreement that it is not intended by any of the provisions of any part of this agreement to create in the public or any member thereof, a third party beneficiary under this agreement, or to authorize anyone not a party to this Site Work agreement to maintain a suit for personal injuries or property damage pursuant to the terms and provisions of this Agreement. IN WITNESS WHEREOF, the Government and the County have caused this Agreement to be executed by their duly authorized representatives. The Government BY: ‘fi(&j Qékb [l Craig P. Johnson, Colonel, Commander, 96™ Civil Engineer Group The County BY: Charles K. Windes, Jr., Chairman of the Okaloosa Board of County Commissioners