Okaloosa County BOCC — April 15, 2014 — Cooperative Agreement

COOPERATIVE AGREEMENT BETWEEN THE UNITED STATES OF AMERICA AND OKALOOSA COUNTY, FLORIDA ARTICLE I – SCOPE, PURPOSE, AND AUTHORITY Section 101. General a. This Cooperative Agreement (“Agreement”) is made between The United States of America (the “United States”), acting by and through the Secretary of the Air Force (the “Air Force”), and Okaloosa County, a political subdivision of the State of Florida (the “Eligible Entity”) as defined in Article VI of this Agreement, for the acquisition of rights, titles, or interests in and to real property for or on parcels of land in the vicinity of Eglin Air Force Base, Florida (the “Installation”), and contribution by the Air Force of Federal funds for those acquisitions, all in accordance with the provisions of 10 U.S.C. § 2684a, as amended. The Air Force and the Eligible Entity are sometimes collectively referred to as the “Parties,” or each may be referred to as a “Party,” in this Agreement. b. This Agreement, along with Exhibits, includes all terms and conditions relating to the contribution of funds by the Air Force for the acquisition of Real Property Interests by the Eligible Entity. The Exhibits are an integral part of this Agreement. c. The Eligible Entity agrees to transfer to the Air Force a Restrictive Use Easement (the “Easement”) relating to a portion of the land described in Exhibit A and Exhibit D, depicted in Exhibit B, and identified on Exhibit C and Exhibit E (the “Easement Area”), and containing approximately 750acres of land, more or less, pending appraisals, negotiation, and other funding opportunities. If the land actually obtained by easement should not correspond exactly with Exhibit A, the Eligible Entity must obtain prior written approval of the Air Force Civil Engineer Center (AFCEC) and Eglin Air Force Base. The Easement Area is located within Okaloosa County, Florida. Acquisition priority will be given to southernmost parcels within the Duke Field Approach Departure Clearance Surface and bordering Eglin AFB. The Easement restricts the use of property that has been or will be acquired by the Eligible Entity, conditioned upon the receipt of certain grant funding. d. The Air Force agrees to make available to the Eligible Entity the following grant amounts which represent its full and complete contribution toward the cost of the property to be acquired by the Eligible Entity within the Easement Area, at equal to or below fair market value, plus Allowable Transaction Costs. The Parties agree to the following matching contributions by the Air Force and the Eligible Entity: (1) REPI FY2011 - $500,000 –matching Eligible Entity contribution is conveyance of a Restrictive Use Easement on a majority of the Existing Acreage (as defined herein) (2) REPI FY2012 - $200,000 - matching Eligible Entity contribution is $200,000 Defense Infrastructure Grant (DIG) (3) REPI FY2013 - $200,000 - matching Eligible Entity contribution is a $200,000 DIG (4) REPI FY2014 - $200,000 - matching Eligible Entity contribution is a $200,000 DIG (5) Eligible Entity agrees to make such additional financial contribution as is necessary to pay for the Proposed Acreage (as defined herein). e. In the event the Eligible Entity fails or refuses to deliver the Easement in accordance with this Agreement, the Air Force may resort to the remedy of specific performance if permitted by the State of Florida, or the Air Force may terminate this Agreement. In the event the Air Force fails or refuses to complete this transaction, the Eligible Entity may terminate this as its sole remedy upon written notice to the Air Force within five (5) business days of the failure or refusal. In the event of termination as set 1 forth in this section, the Eligible Entity shall return to the Air Force any of the unspent or not incurred portion of the grant funds identified in Section 101.d., less one-half of the Allowable Transaction Costs spent or incurred to date. f. The Eligible Entity shall not be obligated to perform under this Agreement if, through no act, omission or fault on its part, and notwithstanding its reasonable best efforts to obtain the same, governmental funding or private foundation grants that had been committed to it for the purchase of the Real Property Interest shall be withdrawn, frozen or otherwise not made available to the Eligible Entity to carry out the transactions contemplated by this Agreement. Furthermore, the Eligible Entity’s obligations for acquiring and conveying the Easement pursuant to this Agreement are conditioned on ( i), the Eligible Entity obtaining all necessary internal approvals for the acquisition and disposition of interests in a particular parcel of real property, and (ii), the Eligible Entity being able to acquire the necessary Real Property Interests from the landowner. In the event these conditions are not met for some or all of the property which is the subject of this Agreement, the Eligible Entity shall return to the Air Force any of the unspent or unincurred portion of the grant funds identified in Section 101.d., less one-half of the Allowable Transaction Costs spent or incurred to date, as directed by the Air Force. Section 102. Authority. a. 10 U.S.C. § 2684a, as amended, authorizes the secretary of a military department to enter into agreements with a state or political subdivision of a state, or a private conservation organization (the “Eligible Entity”), to limit the use or development of real property in the vicinity of, or ecologically related to a military installation or military airspace, including, but not limited to, a training or testing range or Military Training Route (MTR). b. These agreements are intended to (a) limit development or use of the land that would be incompatible with the mission of the installation; or (b) preserve habitat on the land compatible with environmental requirements and which may eliminate or relieve environmental restrictions that could restrict, impede, or interfere with military training, testing, or operations on or near the Installation. c. Agreements under this authority must provide for the acquisition by the Eligible Entity (a) of all right, title, and interest in and to any real property (fee simple), or any lesser estate or interest in the land (e.g., conservation easement or restrictive use easement) (the Real Property Interest as defined herein) as may be appropriate, and (b) the sharing by the United States of Acquisition and Allowable Transaction Costs of acquiring any Real Property Interest, as may be agreed to by the Parties. d. The Eligible Entity is authorized by its Charter, Code of Ordinances, or State law to perform and discharge its obligations under this Agreement, including, without limitation, the acquisition and disposition of Real Property Interests, and to preserve and protect conservation values of the land acquired in perpetuity, and is a county as defined in Florida Statutes. ARTICLE II – OBLIGATIONS OF THE PARTIES Section 201. General. a. The Air Force and the Eligible Entity agree to cooperate in limiting development that is incompatible with the mission of the Installation and to protect open space and agricultural uses around the Installation by acquiring Real Property Interests in certain lands located in the vicinity of the Installation or its military airspace, or those which are ecologically related to the installation, in Okaloosa County, Florida. This Agreement in no way restricts the Air Force or the Eligible Entity from 2 participating in similar activities with other public or private entities or persons. The parties acknowledge the Eligible Entity is planning on utilizing the Real Property Interests acquired for various activities which will not be incompatible with the mission of the Installation nor inconsistent with the protection of open space and agricultural uses. This Agreement shall in no way restrict the Eligible Entity from pursuing such uses of the Easement Area including, but not limited to, wetlands mitigation banking, construction and maintenance of all-weather two lane roads, and utility infrastructure, provided that such infrastructure shall not be incompatible nor interfere with the mission of the Installation. Any provision of this Agreement that would hinder or prevent the use of the Existing Acreage for the purposes of wetland mitigation banking shall be null and void. b. The Eligible Entity and the Air Force further agree the limitations placed on development or use of lands around the Installation will serve the interests of the Air Force and the Eligible Entity in a manner to eliminate or minimize encroachment upon, and provide a protective buffer zone for the Installation, its mission and operations. c. Unless otherwise agreed, the Eligible Entity shall convey all of its right, title and interest in and to any alleys, streets, ways, strips, or gores abutting or adjoining the land that constitutes the Real Property Interest to the Air Force, in the event the Real Property Interest is acquired by the Air Force pursuant to the terms of this Agreement. d. Unless otherwise provided by law, the Eligible Entity may transfer any portion of the fee interest acquired under this Agreement or a lesser interest therein to the United States at fair market value of the Eligible Entity share at the time of acquisition, subject to the Eligible Entity being able to pursue passive recreational uses of the Real Property Interest, including, but not limited to, construction and maintenance of all-weather two lane roads, utility infrastructure not incompatible nor inconsistent with the mission of the installation, and wetland mitigation banking. Any such transfer shall be limited to the minimum Real Property Interest necessary to ensure the property concerned is developed and used in a manner consistent with the purposes of 10 U.S.C. § 2684a, as amended. e. After recordation of the Deed or Easement document by the Eligible Entity, the Eligible Entity shall take responsibility for long-term monitoring of the Easement Area to verify compliance with the terms and conditions of the Easement, and to take any necessary enforcement action, as agreed to in Section 716 hereof. The Air Force will have the right to enforce the terms of the Easement when appropriate. Section 202. Obligations of the Eligible Entity. a. The Eligible Entity agrees to exercise its best efforts to supervise, manage, and operate the Real Property Interest(s) acquired within the scope of this Agreement according to sound, efficient, commercial practice, and the terms, conditions, and specifications of this Agreement. b. The Eligible Entity agrees to pay its share of the costs for the acquisition of Real Property Interests in the manner set forth in Section 101 d., and to contribute funds sufficient to pay related Allowable Transaction Costs as defined in Section 602 of this Agreement. c. The Eligible Entity shall not be obligated to perform under this Agreement if, through no act, omission or fault on its part, and notwithstanding its reasonable best efforts to obtain the same, governmental funding or private foundation grants committed to it for the purchase of any Real Property Interest are withdrawn, frozen, or otherwise made unavailable to the Eligible Entity to carry out the transactions contemplated by this Agreement. 3 Section 203. Obligations of the Air Force. a. The Air Force agrees to contribute sufficient funds to pay its share of Acquisition and Allowable Transaction Costs incurred in performance of this Agreement according to the terms and conditions for payment under Article V. b. Whenever the terms of this Agreement require the coordination, concurrence, or approval by the Air Force, it will not be unreasonably withheld. Any request by the Eligible Entity for action by the Air Force shall be considered and acted upon in a timely fashion. c. The obligations of the Air Force are subject to the availability of Federal funds for purposes of this Agreement. No provision in this Agreement should be interpreted to require obligation or payment of funds by the Air Force in violation of the Anti-Deficiency Act, 31 U.S.C. § 1341, or other applicable Federal law. Additionally, the performance of the Air Force under this Agreement is contingent upon its being allocated funds by the Department of Defense under its Readiness and Environmental Protection Integration (REPI) Program. Section 204. Acquisition Process. a. The Eligible Entity and the Air Force acknowledge the location and suitability of the Existing Acreage and agree to establish procedures and criteria for the identification of land that will be the object of the acquisition of a Real Property Interest in the Proposed Acreage by the Eligible Entity. b. Acquisition of a Real Property Interest in land by the Eligible Entity may only be accomplished with the voluntary consent of the landowner. c. Title to the Proposed Acreage acquired first by the Eligible Entity for conveyance of the Easement to the Air Force shall comply with the United States Department of Justice Title Standards and must be acceptable to the Air Force. d. The Eligible Entity will ensure the immediate recording in the county land records of any Real Estate Interest acquired by it. The Air Force will be responsible for the cost of recording any deed of conveyance or deed of easement subsequently assigned to it by the Eligible Entity. The Eligible Entity will obtain a derivation of title clause ((i.e., refer to the deed(s) to the grantor(s) or other source of grantor’s title, by book, page, and place of record)) wherever customary or required by statute. e. The Parties shall provide land surveys, environmental surveys, documents obtained from the applicable county real estate records, title insurance reports or commitments, and other documentation either Party may find necessary to fulfill the purpose of this Agreement. f. The amount of the contribution of the Air Force toward a specific Real Property Interest acquisition will be negotiated by the Parties; however, by Federal statute, the contribution by the Air Force cannot exceed the appraised fair market value of the Real Property Interest acquired by the Eligible Entity, exclusive of the Allowable Transactional Costs. g. The Air Force and the Eligible Entity agree to share equally the Allowable Transactional Costs in support of these acquisitions, such as, by way of example and not of limitation, appraisal reports, land surveys, escrow agent fees and expenses, real estate agent fees, environmental assessments, title insurance, and recording fees, as agreed by the Parties. h. Each Party agrees to bear its own labor cost in implementing this Agreement. In the event a landowner of the parcel(s) identified on Exhibit A and depicted in Exhibit B refuses to accept the final offer of the Eligible Entity, the Air Force will still share in the related Allowable Transaction Costs. 4 Section 205. Real Estate Appraisal Reports. a. All Real Property Interests acquired by the Eligible Entity shall be supported by an appraisal report. The Air Force and the Eligible Entity agree to establish procedures and criteria for obtaining an appraisal report and the equal sharing of costs associated with it, as agreed by the Parties. An appraisal report will serve as the basis for determining the share of the Real Property Interest being funded by the Air Force. b. For purposes of the acceptance of property or interests under this Agreement, the Air Force may accept an appraisal or title documents prepared or adopted by a non-Federal entity as satisfying the applicable requirements of section 301 of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. § 4651) and 40 U.S.C. § 3111 if the Air Force determines the appraisal or title documents substantially comply with the requirements. c. Appraisals supporting acquisition of a real estate interest shall also meet the Uniform Appraisal Standards for Federal Land Acquisitions (the “Yellow Book”). Should the cost of obtaining a Yellow Book appraisal exceed the cost of a standard appraisal, the Air Force agrees to pay the incremental increase. The date of the Appraisal must be less than 12 months from the date of Fee or Easement closing. Section 206. Land Surveys. The Air Force and the Eligible Entity agree to establish procedures and criteria for the survey of the parcels and payment of associated expenses. The survey shall determine the exact acreage and location of the parcels and identify and locate all existing encroachments, easements, and any other encumbrances affecting the parcels. The survey shall be sufficient to enable title insurers to delete all standard boundary exceptions to coverage under the title policy relating to surveys. Section 207. Title Insurance. Unless otherwise agreed, any Easement transferred under this Agreement shall be delivered to the Air Force with policy of title insurance having the United States of America as a named insured. The Parties shall establish procedures and criteria for acquisition of a title insurance policy, its allowable exceptions, and the allocation of the associated costs and expenses associated with it. ARTICLE III – COSTS Section 301. Air Force. a. This Agreement will serve as the basis for the Air Force to issue obligation document(s) for funds allocated to the Installation for which this Agreement is made. The Air Force, through its Local Representative, shall notify the Eligible Entity when funds are available for accessing and expensing for carrying out the purposes of this Agreement. b. The Air Force shall make available the amounts set forth in Section 101 d. toward the cost of acquiring the Real Property Interest(s) in the land identified in Exhibit A and depicted in Exhibit B, and, in addition thereto, its share of Allowable Transaction Costs. c. This Agreement will serve as the basis for obligation of future funds appropriated for the purpose of carrying out this Agreement. The Air Force shall notify the Eligible Entity when additional funds are so obligated and the Parties shall amend this Agreement to extend its terms to incorporate such funding. 5 Section 302. Eligible Entity. a. The Eligible Entity shall make available the amounts set forth in Section 101 d. toward the cost of acquiring its share of a portion of the Real Property Interest(s) in the land identified in Exhibit A and depicted in Exhibit B. b. The Eligible Entity shall notify the Air Force when Real Property Interest acquisitions are ready to close or when funds are to be otherwise spent on Allowable Transaction Costs in carrying out the purpose of this Agreement. Section 303. Closing and Settlement. a. The Air Force shall be afforded an opportunity to review the transaction acquisition closing documentation prior to closing. Such documentation will be provided to the Air Force by the Eligible Entity at least 21 days prior to closing. b. The Eligible Entity shall furnish a signed copy of the Real Property Interest acquisition transaction document(s) to the Air Force Local Representative, the Air Force Civil Engineer Center (AFCEC/CI), and HQ USAF/A7CI, as soon as possible after closing. c. The Eligible Entity, prior to acquisition transaction closing, shall deliver to the Air Force (HQ USAF/A7CI and AFCEC/CI), through its Local Representative, an accounting of funding received and disbursements made under this Agreement for each acquisition of a Real Property Interest so acquired, which shall include a closing statement for each transaction or which funds of the Air Force are being expended and a Memorandum showing the monetary contributions of all parties to the transaction. ARTICLE IV – FUNDING Section 401. Funding Limitations. a. Funding by the Air Force is subject to the availability of funds annually appropriated by Congress for the purpose of carrying out the Office of the Secretary of Defense (OSD) REPI Program. However, the Air Force is under no obligation to allocate or obligate these funds until or unless the annually appropriated funds have been allocated to the Air Force by OSD under the OSD REPI Program. Funds may also be provided by the Air Force from other appropriated O&M funds. b. This Agreement may be used as the basis for Air Force obligation and Eligible Entity expense of appropriated funds only for acquisition of Real Property Interests and Allowable Transaction Costs as provided in this Agreement. c. Funds received by the Eligible Entity in any given year must be placed in an interest bearing account and may be used by the Eligible Entity for such purposes as provided in this Agreement until the end of five (5) years after the end of the Fiscal Year in which they were obligated for use by the Eligible Entity, at which time the appropriation is automatically cancelled. Funds not used (both principal and interest accrued) by the Eligible Entity by the date of funds cancellation must be promptly returned to the United States Treasury as directed by the Air Force. d. Generally, funding provided for any Fiscal Year must be spent by the Eligible Entity before the next or subsequent Fiscal Year’s funding is spent by the Eligible Entity. An award based on a REPI challenge submittal must be spent on the parcels listed in the REPI challenge submittal package. 6  e. Other than the use of funds for acquisition of the Real Property Interest(s) and Allowable Transaction Costs, including costs for easement compliance, oversight, and enforcement, if applicable, the Air Force intends it shall have no other financial obligations under the terms of this Agreement. (For example, no relocation costs or other incidental expenses shall be due the landowner from the Air Force or for any payment(s) to a third-party unless expressly agreed to by subsequent written agreement of the Parties.) ARTICLE V – PAYMENT Section 501. Timely Payment by the Air Force. The Air Force will make available to the Eligible Entity the Air Force share of the funds to acquire the Real Property Interest(s) and the Air Force share of the Allowable Transaction Costs, as provided herein, in a timely manner. Section 502. Use of Funds. a. The funds provided by the Air Force must be used solely by the Eligible Entity for purchase of Real Property interest(s) and items of Allowable Transaction Costs incurred, including costs of easement compliance, oversight and enforcement, in the performance of this Agreement as provided herein. b. The Air Force and the Eligible Entity acknowledge the Real Property Interest(s), if successfully negotiated for acquisition by the Eligible Entity, cannot be acquired until the funds are first obligated by the Air Force, and the Air Force has expressly authorized the expenditure of those funds. c. Appropriate payment documents, such as vouchers, or closing statements, shall be submitted to the Air Force at least twenty-one (21) days prior to closing scheduled for each transaction acquisition of a Real Property Interest. Failure to submit these documents within that time period shall not affect the entitlement of the Eligible Entity to receive the costs in question, but may delay payment beyond the scheduled closing date of the transaction. Section 503. No Payments to Third Parties. In no event shall the Air Force make direct payment to any contractor, employee, contractor employee, or vendor of the Eligible Entity for any costs incurred under this Agreement. ARTICLE VI- DEFINITIONS Section 601. Fiscal Year. Fiscal Year means the Federal funding year that begins on October 1 and ends on September 30. Section 602. Allowable Transaction Costs. Allowable Transaction 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, are allowable costs under this Agreement. 7 Section 603. Real Property Interest. Real Property Interest is the interest in real estate acquired by the Eligible Entity pursuant to this Agreement which may consist of a Deed for Fee simple, Conservation Easement or a Restrictive Use Easement. The Real Property Interests governed by this Agreement consist of the Existing Acreage and the Proposed Acreage as herein defined. Section 604. Air Force. The Air Force is a branch of armed services, as defined in 10 U.S.C. §8011, authorized to receive and obligate appropriated funds under 10 U.S.C. §2684a, as amended. The Air Force is organized under the Secretary of the Air Force who operates under the authority, direction, and control of the Office of the Secretary of Defense (OSD). Section 605. Air Force Civil Engineer Center (AFCEC). The Federal Operating Agency (FOA) responsible for finalizing execution and performing management oversight of this Agreement, including obligating, expensing, and tracking of funds paid to the Eligible Entity (EE) is AFCEC. AFCEC is under the direction and control of the Air Force Civil Engineer (A7C) and the Assistant Secretary of the Air Force for Installations (SAF/IEI). Section 606. Local Representative. The Installation Office responsible for planning, siting, and monitoring the use of the Real Property Interest(s) being acquired under this Agreement. Section 607. Eligible Entity (EE). 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, and determined eligible to participate in transactions under 10 U.S.C. § 2684a, as amended, by the Secretary of Defense or the Secretary of the Air Force. Section 608. 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 609. 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. Section 610. Existing Acreage. The approximately 353 acres previously acquired by the Eligible Entity in fee simple, as described in Exhibit D, and which represents the matching contribution of the Eligibility Entity for the FY2011 REPI grant funds. The Easement will include most, but not all, of the Existing Acreage. 8 Section 611. Proposed Acreage. Property to be acquired by the Eligible Entity through the use of funds provided pursuant to this Agreement and within the property identified in Exhibit A. The Easement will include a portion of, but not all, the Proposed Acreage. ARTICLE VII – GENERAL PROVISIONS Section 701. Term of Agreement. Unless this Agreement is amended to provide otherwise, the term of this Agreement is five years from the date of signature or upon the cancellation of funds obligated hereunder or upon mutual agreement as to completion of the project(s) and other purposes for which this Agreement was made, whichever is earlier. Section 702. Sole Benefit. This Agreement is not intended to create any beneficiaries other than the Air Force and the Eligible Entity, except for another Federal agency which may own or control the land on which the Property Interest is being acquired. Section 703. Modification. This Agreement may be modified only by a single written instrument signed by the Parties. Any such modification or amendment may include, without limitation, the addition of lands on which a Real Property Interest is to be acquired on behalf of the Air Force, along with additional funds to be used for such purpose or additional time to acquire such Real Property Interest, as provided herein. Section704. Successors and Assigns. a. This Agreement may not be transferred or assigned by a Party without the express prior written consent of the other Party, except in cases of Base Realignment and Closure (see below.) All covenants and agreements made under this Agreement shall bind and inure to the benefit of any successors or assigns of the Eligible Entity and the assigns of the United States, 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. b. In the event of Installation closure under a Base Realignment and Closure (BRAC) action at the Installation, the United States may be required to assign its interest in the Agreement or an acquired Easement to another party by operation of law. Should there be no required assignment pursuant to such a BRAC action, the United States may assign its interest to the current Eligible Entity or its successors or assigns at the time. 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 9 superseded by this Agreement, except that the funding provided under the following agreements are hereby included in this Agreement: a. Agreement for Deed of Easement under 10 U.S.C. Section 2684a dated August 31, 2011 between Eligible Entity and The United States of America acting by and through the Secretary of the Air Force. b. Amendment No. 1 to Agreement for Deed of Easement under 10 U.S.C. Section 2684a dated September 4, 2013 between the Eligible Entity and The United States of America, by and through the Secretary of the Air Force. c. Agreement for Deed of Easement under 10 U.S.C. Section 2684a dated June 22, 2012 between Eligible Entity and The United States of America acting by and through the Secretary of the Air Force. d. Agreement for Deed of Easement under 10 U.S.C. Section 2684a dated February 28, 2013 between Eligible Entity and The United States of America acting by and through the Secretary of the Air Force. 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, or by recognized courier, or by the U.S. Postal Service to the other Party at the address and telephone number set forth below, or at another address that may be later designated by that Party. For Eligible Entity: Okaloosa County Board of County Commissioners c/o Marcella B. Eubanks Contracts & Grants Manager 1804 Lewis Turner Boulevard, Suite 206 Fort Walton Beach, Florida 32547 meubanks@clerkofcourts.cc 850-651-7200 ext. 4381 For the Air Force Civil Engineer Center Teresa J. Neatherlin, P.E. AFCEC/CITW Program Manager teresa.neatherlin@us.af.mil 210-395-9534 DSN 969-9534 10  USPS Mailing Address: 2261 Hughes Ave, Ste 155 Lackland AFB, TX 78236-9853 FedExpress or DHL: 3515 S. General McMullen, Dr 2 San Antonio, TX 78226-1858 Air Force Local Representative: Marisol Reina Chief, Portfolio Optimization Branch 96 CEG/CENP 501 DeLeon Street, Suite 101 Bldg 633 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 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, during normal business hours, any authorized representative of the Air Force, OSD, or the Comptroller General access to, and the right to examine, all records, books, papers, and documents (the “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, or 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, or during the performance of, this Agreement shall be determined according to applicable law. Section 714. Reports. 11  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 additional reports or provide additional information relating to this Agreement. The Eligible Entity agrees to deliver these reports or information within a reasonable time of request and with required detail. Section 715. Reserved. Section 716. Long-Term Monitoring and Enforcement of Easement Property Restrictions. a. After recordation of the Easement, unless otherwise agreed, the Eligible Entity shall take responsibility for long-term monitoring of the Easement Area to verify compliance with the Easement, and to take any necessary enforcement action, as agreed to in this Section 716 hereof. The Air Force will retain the right to enforce the terms of the Easement when appropriate. b. In the event of an observed or suspected breach of the Easement, the Parties will inform and consult with each other prior to taking any enforcement action. The Air Force will assist the Eligible Entity in its enforcement of the Easement restrictions to the fullest extent allowable under applicable law. Section 717. Negotiations. Negotiations with the landowners on the Real Property Interest(s) to be acquired will be conducted by the Eligible Entity, or its authorized representative, in a manner that will assure the most favorable price and terms are obtained for the Air Force by the Eligible Entity. Section 718. Termination of Third Party Agreements. The Parties may terminate any commitments entered into with third parties to perform under this Agreement by either Party giving 30 days prior written notice to the other Party in accordance with Section 708. Section 719. Relationship Not a Partnership or Joint Venture. Nothing in this Agreement shall be construed to make the Parties partners or to make them parties in a joint venture. 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. Nothing in this Agreement shall be construed to constitute a waiver of Federal Supremacy or Federal sovereign immunity. Section 802. No Discrimination. 12  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: a. Title VII of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d-2000d-7), and applicable DoD regulations (32 CFR, pt. 300); b. Executive Order No. 11,046 and applicable Department of Labor regulations (41CFR, pt. 60); c. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. §794) and applicable DoD regulations (32 CFR, pt. 56); and d. The age Discrimination Act of 1975 (42 U.S.C. §§ 6101-6107) and applicable regulations (45 CFR, pt. 90) Section 803. Lobbying. a. The Eligible Entity agrees that it will not expend any funds appropriated by Congress to pay any person for influencing for attempting to influence an officer or employee of any agency, or a Member of Congress in connection with any of the following 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 Defense (32 CFR pt. 28) to implement the provisions of 31 U.S.C.§1352, is incorporated by reference. Section 804. Drug-Free Work Place. a. The Eligible entity agrees it will comply with the provisions of the Drug-Free Work Place Act of 1988 (41 U.S.C. §§ 701-707) and maintain a drug-free workplace. b. The Final Rule, Government-Wide Requirements for Drug-Free Workplace (Grants), issued by the Office of Management and budget and the Department of Defense (32 CFR, pt. 28, Subpart f) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference, and the Eligible Entity covenants and agrees to comply with all their provisions, including any amendments to the Final Rule that may later be issued. Section 805. Equal Employment and Opportunity. The Eligible Entity agrees to comply with Executive Order No. 11, 246, entitled “Equal Employment Opportunity,” as amended by Department of Labor regulations (41 CFR, pt. 60). Section 806. Exception to Provisions of Article VIII. The provisions in this Article VIII do not apply to land transactions. They apply only to any other non-land contracts written as a result of this Agreement that are funded with these same Federal funds. 13  ARTICLE IX – THIRD PARTY CONTRACTS Section 901. Eligible Entity Contract Flow-Down. Subject to existing contracts, the Eligible Entity is required to insert the substance of the provisions of Article VIII in all third party contracts or agreements issued under this Agreement other than purchase or option agreements with real property sellers, unless local laws or regulations offer more protection. ARTICLE X – LEGAL DISABILITY Section 1001. Legal Disability. Neither the Eligible Entity nor the Air Force is under any existing or foreseeable legal disability that would prevent or hinder it from fulfilling the terms and conditions of this Agreement. The Parties shall promptly notify each other of any legal impediment that arises during the term of this Agreement that may prevent or hinder its fulfillment of its obligations under this Agreement. ARTICLE XI – TERMINATION AND ENFORCEMENT Section 1101. Termination. This Agreement may be terminated earlier than the five year term provided in Section 701by mutual agreement of the Parties in a single writing signed by both of them upon completion of the project(s) and other purposes as provided in this Agreement. Section 1102. Enforcement. The Parties may take whatever actions authorized by law to enforce the terms of this Agreement. The Parties will inform and consult with each other prior to taking any such actions in an effort to resolve the issue(s). ARTICLE XII - EXHIBITS a. Legal Description of Initial Areas of Land Use Compatibility Concern b. Map of Areas of Concern with respect to the Installation c. Property Information Sheet (Proposed Acreage) d. Existing Acreage Description e. Property Information Sheet (Existing Acreage) (Signatures are on the next two pages.) 14  Executed this ____day of _________________, 20__, by the duly authorized officer of the Eligible Entity. OKALOOSA COUNTY, FLORIDA Approved as to form: By: ________________________________ ____________________________ Charles K. Windes, Jr., Chairman _____________________ Board of County Commissioners County Attorney ATTEST: ___________________________________ Print name: _________________________ Clerk of the Circuit Court Acknowledged before me this ___ day of _____________,20__ by (Name, Title, Company) ______ ____________________________ Notary Public, State of ________________ My Commission Expires: ______________ 15  Executed this ___ day of____________, 20__by the duly authorized officer of The United States of America. THE UNITED STATES OF AMERICA By the Secretary of the Air Force By: ____________________________________________ TIMOTHY K. BRIDGES Deputy Assistant Secretary of the Air Force (Installations) ACKNOWLEDGEMENT COMMONWEALTH OF VIRGINIA) ) SS: COUNTY OF ARLINGTON ) On the _____day of___________, 20__, before me_____________________________ the Undersigned Notary Public, personally appeared TIMOTHY K. BRIDGES, personally known to me to be the person whose name is subscribed to the foregoing Instrument, and personally known to me to be the Deputy Assistant Secretary of the Air Force (Installations), and acknowledged that the same was the act and deed of the Secretary of the Air Force and that he executed the same as the act of the Secretary of the Air Force for the purposes and consideration cited therein. _________________________________ Notary Public, Commonwealth of Virginia _________________________________ Printed Name My Commission Expires______________ 16  EXHIBIT A Legal Description of Initial Areas of Land Use Compatibility Concern Candidate Parcels in the County of Okaloosa, State of Florida General description of candidate parcels for the acquired acreage is as shown on Exhibit B within the section, township and ranges listed below: T03NR23W27 T03NR23W26 T03NR23W34 T03NR23W35 T02NR23W04 T02NR23W03 T02NR23W02 T02NR23W01 17  EXHIBIT B Map of Land Use Compatibility Concern 18  EXHIBIT C Property Information Sheet (Proposed Acreage) Owner: Haiseal Timber Co. County: Okaloosa Municipality: N/A (unincorporated) Block & Lots: N/A (see Exhibit A) Acreage: ±2,100 (All candidate parcels combined) Zoning: AA (agriculture) Notes: Acreage listed is the approximate total acreage owned by Haiseal Timber Co. in the Shoal River Area – all of that will not be purchased with this funding. 19  EXHIBIT D Existing Acreage 20  EXHIBIT E Property Information Sheet (Existing Acreage) Owner: Okaloosa County County: Okaloosa Municipality: N/A (unincorporated) Block & Lots: N/A (see Exhibit D for legal description) Acreage: ±353 Zoning: AA (agriculture) Notes: This parcel was purchased from Haiseal Timber Co. by the Okaloosa County Board of County Commissioners for the Water & Sewer Department in 2007. 21