Okaloosa County BOCC — August 24, 2013 — Emerald Breeze Development Agreement — reading text

DEVELOPMENT AGREEMENT This Development Agreement (the “Agreement”) is entered into this day of , 2013, by and between OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS, a political subdivision of the State of Florida (the "County"), and EMERALD BREEZE RESORT GROUP, LLC (the ““Developer’”). RECITALS WHEREAS, the Developer has an Okaloosa County Development Order, dated September 7, 2012, to construct the project “Emerald Breeze” (the “Project”), which generally consists of two hotels and one restaurant; and WHEREAS, the parcel for the Project is owned by Eglin Air Force Base (“Eglin”), and the Developer and Eglin have previously entered into a 50-year Enhanced Use Lease (“EUL”); and WHEREAS, as part of the Project, the Developer is constructing a wastewater collection system, to be connected to the County’s existing wastewater collection system on Okaloosa Island. The Developer’s wastewater collection system can generally be described as the following: gravity sewer system (piping and manholes), a lift station, and a force main. The Developer is already under contract with a contractor to construct the Project. See Exhibit “A” for the legal description of the Project; and WHEREAS, the County believes in regional wastewater planning and coordination with developers, as per Section 8.2 of the Okaloosa County Water & Sewer Standard Specifications and Design Manual, as adopted by the County in June 2007. WHEREAS, the County’s existing wastewater collection system on Okaloosa Island is at capacity in certain locations; in particular, the 10” gravity sewer main on the north side of Highway 98 does not have enough capacity during peak flow periods; and WHEREAS, the County desires to continue an excellent level of service for its customers at the lowest possible cost. To do this specifically, the County desires to upsize the Project’s lift station to accommodate additional existing wastewater flow from County customers to the east, and to construct it to County standards; and WHEREAS, subject to the terms and conditions set forth below, the parties desire to work collaboratively to establish a cost share agreement for the construction of 1 an upsized lift station. With the upsize, the lift station and force main are to be owned, operated, and maintained by the County. NOW THEREFORE, in consideration of the foregoing and the mutual obligations set forth below, the parties, intending to be legally bound, agree as follows: Section 1. Recitals. The foregoing recitals are true and are incorporated as essential terms of this Agreement. Section 2. Obligations of the Developer. (a) (b) (c) (d) The construction within the Project shall be governed by the conditions in the Development Order and any revised construction plans that are subsequently approved by the County. The Developer shall construct the Project’s infrastructure at his expense, including the gravity sewer and force main, but excluding the lift station (outlined below). The Developer will be fully responsible for getting 230V 3-phase power to the lift station. The Developer maintains that the value of the current proposed lift station, sized for the Project only and privately-maintained, is $81,857.00. The Developer will hire a contractor to construct certain time-critical components of the lift station, sized for an additional 61,000 gallons per day (GPD) of average daily flow (ADF): a concrete wetwell (with lid and hatch openings) with exterior coating, junction manhole (with exterior coating) just outside the wetwell, and one section of 12” PVC pipe between the manhole and wetwell. Before this infrastructure is installed, shop drawings shall be approved by the County. Infrastructure shall be installed per County standards and inspected by the County. The Developer has obtained quotes/bids from contractors to perform the above-mentioned work. The lowest quote that the Developer has received is attached as Exhibit “B”, for $94,573.00. The Developer attests that this is the lowest qualified bidder meeting specifications. The Developer shall oversee the scope of work listed in the proposal for the work listed in Section 2(c) and pay the contractor upon satisfactory completion of the work and inspection by the County. The Developer assumes all the risk of any potential change orders related to this scope of work listed in Section 2(c) and Exhibit “B”. The Developer shall warranty the worked described in Section 2(b) for a period of one year, beginning after the County inspects the work and issues 2 (f) (g) (h) a letter of acceptance. The County shall take ownership of this infrastructure upon the letter of acceptance. The Developer, or his Engineer, will provide to the County an easement survey for the County to utilize in obtaining a Grant of Easement from Eglin for the ownership, operation, and maintenance of the lift station and force main. The survey shall be signed and sealed by a registered Florida land surveyor and shall include a metes and bounds legal description. The Developer agrees to provide the County access to the lift station and force main for the purposes of construction, operation, and maintenance. The Developer agrees to grant the County an easement for the purposes of construction, operation, and maintenance of the lift station contemplated hereby. Section 4. Obligations of the County. (a) (b) (c) (d) (e) Upon the work listed in Section 2(c) passing inspection by the County, the County shall make a payment to the Developer in the amount of $12,716 (amount in Section 2(d) minus the amount in Section 2(b)). The County will procure and install the remaining components of the lift station (less time-critical), sized for an additional 61,000 GPD ADF: two pumps with guiderails, plumbing (piping, fittings, and valves) from the pumps to 5’ outside the proposed valve box location, wetwell interior coating, motor control center, all other electrical appurtenances, and sitework (grading around lift station, concrete slab/drive, fence, etc). Infrastructure shall be installed per County standards. The County will be responsible for submitting and obtaining a Grant of Easement from Eglin for the lift station and force main. Upon completion of lift station construction, the County will produce as- built drawings and perform a start-up in coordination with the Developer’s Engineer-of-Record. The County will own, operate, and maintain the lift station and force main; this includes paying the ongoing meter fees for the operation of the lift station. The County will inspect and accept the force main per standard County procedures. The County will be responsible for designing, permitting, and constructing the gravity sewer main from the upsized lift station to the property to the 3 east. Said construction of the gravity sewer main from the junction manhole to the Highway 98 Right-of-Way will occur before the Developer’s contractor installs the water main and force main in this vicinity along the eastern property line. Section 5. Effective Date and Term of Agreement. This Agreement shall be effective upon the execution by all parties and shall remain in effect for the life of the lift station. WHEREFORE, the parties to this Agreement hereto have executed the same on the day and year set out above. Approved as to form: OKALOOSA COUNTY, FLORIDA By: COUNTY ATTORNEY Don R. Amunds, Chairman Board of County Commissioners ATTEST: Clerk of the Circuit Court Signed, sealed and delivered EMERALD BREEZE RESORT GROUP, LLC in the presence pf: By: Ew Zh By: ner Ltels, Swe. wit Whi— Managing Member By: Harley Betlee Se President. The foregoing instrument was acknowledged before me this 1d day of STATE OF FLORIDA COUNTY OF €ESCam bia Aus ust _, 2013, byHariqn Balter , as flestomr of EMERALD BREEZE RESORT GROUP, LLC, on behalf of the corporation, who is personally known to me,] or has produced as identification. Muara Sue Baur, Notary Public, State of Florida My Commission Expires: 9/3/20 )4 Commission No.: DEBORAH SUE BAXLEY MY COMMISSION # DD 987792 EXPIRES: September 3, 2014 Bonded Thru Notary Public Underwriters erat Breeze Hosehwlily coc DEVELOPMENT AGREEMENT This Development Agreement (the “Agreement”) is entered into this day of , 2013, by and between OKALOOSA COUNTY BOARD OF COUNTY COMMISSIONERS, a political subdivision of the State of Florida (the "County"), and EMERALD BREEZE RESORT GROUP, LLC (the “Developer”). RECITALS WHEREAS, the Developer has an Okaloosa County Development Order, dated September 7, 2012, to construct the project “Emerald Breeze” (the “Project”), which generally consists of two hotels and one restaurant; and WHEREAS, the parcel for the Project is owned by Eglin Air Force Base (“Eglin”), and the Developer and Eglin have previously entered into a 50-year Enhanced Use Lease (“EUL”); and WHEREAS, as part of the Project, the Developer is constructing a wastewater collection system, to be connected to the County’s existing wastewater collection system on Okaloosa Island. The Developer’s wastewater collection system can generally be described as the following: gravity sewer system (piping and manholes), a lift station, and a force main. The Developer is already under contract with a contractor to construct the Project. See Exhibit “A” for the legal description of the Project; and WHEREAS, the County believes in regional wastewater planning and coordination with developers, as per Section 8.2 of the Okaloosa County Water & Sewer Standard Specifications and Design Manual, as adopted by the County in June 2007. WHEREAS, the County’s existing wastewater collection system on Okaloosa Island is at capacity in certain locations; in particular, the 10” gravity sewer main on the north side of Highway 98 does not have enough capacity during peak flow periods; and WHEREAS, the County desires to continue an excellent level of service for its customers at the lowest possible cost. To do this specifically, the County desires to upsize the Project’s lift station to accommodate additional existing wastewater flow from County customers to the east, and to construct it to County standards; and WHEREAS, subject to the terms and conditions set forth below, the parties desire to work collaboratively to establish a cost share agreement for the construction of 1 an upsized lift station. With the upsize, the lift station and force main are to be owned, operated, and maintained by the County. NOW THEREFORE, in consideration of the foregoing and the mutual obligations set forth below, the parties, intending to be legally bound, agree as follows: Section 1. Recitals. The foregoing recitals are true and are incorporated as essential terms of this Agreement. Section 2. Obligations of the Developer. (a) (b) (c) (d) The construction within the Project shall be governed by the conditions in the Development Order and any revised construction plans that are subsequently approved by the County. The Developer shall construct the Project’s infrastructure at his expense, including the gravity sewer and force main, but excluding the lift station (outlined below). The Developer will be fully responsible for getting 230V 3-phase power to the lift station. The Developer maintains that the value of the current proposed lift station, sized for the Project only and privately-maintained, is $81,857.00. The Developer will hire a contractor to construct certain time-critical components of the lift station, sized for an additional 61,000 gallons per day (GPD) of average daily flow (ADF): a concrete wetwell (with lid and hatch openings) with exterior coating, junction manhole (with exterior coating) just outside the wetwell, and one section of 12” PVC pipe between the manhole and wetwell. Before this infrastructure is installed, shop drawings shall be approved by the County. Infrastructure shall be installed per County standards and inspected by the County. The Developer has obtained