Okaloosa County BOCC — April 15, 2014 — Cooperative Agreement — reading text

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