Fort Walton Beach Council agenda — 06-08-2010 Regular — reading text

issuance of a certificate of occupancy, Sound Side shall maintain the Project as affordable housing in accordance with the applicable permits, development orders, other approvals, and documents of conveyance for the property of the Project. 103  6/ 3/ 10 C. The City shall construct and maintain necessary infrastructure improvements to facilitate the Project consistent with the terms of this Agreement. d. The CRA shall contribute up to $ 2, 500, 000 in Community Redevelopment Revenue Special Trust Funds for site demolition, infrastructure improvements, restoration, and other qualifying costs for the Project in accordance with the terms of this Agreement. 4. Qualifying Costs a. Qualifying costs shall include costs associated with the surveys, studies, plans and other costs necessary to assist in getting financing for the Project and for the construction of the infrastructure improvements and site preparation, including demolition and restoration, necessary for the completion of the Project, for which the CRA may legally expend funds from the Redevelopment Trust Fund. At all times, the City shall maintain records of accounting as to the expenditure of the CRA funds for qualifying costs, which records shall be submitted to the CRA for information on a monthly basis. b. Within eighteen months, or at such other time as agreed by the parties, the CRA shall distribute funds to the City and the City shall distribute the funds as set forth below necessary to cover the qualifying costs of the Project in accordance with the following schedule: i. $ 500, 000 shall be distributed to Sound Side, upon execution of this Agreement by all parties, to cover the qualifying costs for pre -closing expenses and fees, including, without limitation, the anticipated qualifying costs set forth in Exhibit " A" which is attached to this Agreement and incorporated by reference; and ii. $ 200, 000 shall be distributed to the City, upon written approval from HUD to move forward with demolition in relation to HUD' s mortgage insurance program, to cover the demolition of the existing structures on the Property; and iii. $ 1, 800,000 shall be distributed to the City, upon closing of the Senior Loan, including the HUD mortgage insurance and the issuance of the Build America Bonds ( the " Closing "), to cover the infrastructure, which construction of includes the potable water system, fire service, sanitary sewer system, stormwater management system, sidewalks, curb and gutter, asphalt paving, and site preparation and restoration expenditures. 5. Construction of Infrastructure Improvements a. The City will make infrastructure improvements to the property at 26, 28, 30, 32, 36, 38, 40, 42, & 44 Carson Drive SE, Fort Walton Beach, Florida, ( the Property ") as specified in the Sound Side Apartment Homes civil drawings and specifications prepared, and as amended, by Jenkins Engineering, Inc., a copy of which 104  6/ 3/ 10 is attached as Exhibit " B"and incorporated by reference. The City will have full management and control of the construction of such improvements and may hire professionals and subcontractors as in the completion of the necessary to assist improvements. The City will use its best efforts to complete the improvements within nine to twelve months from Closing. The City will coordinate with the contractor responsible for the building construction to develop a more detailed infrastructure construction schedule. b. Upon completion of the improvements, the City will accept the infrastructure improvements into the City's system and thereafter be responsible for maintenance of the improvements in accordance the with City' s schedule of maintenance and capital improvement projects. The City' s installation and maintenance responsibility includes the following items: i. Potable Water System —the City will be responsible for the entire 8" water main through the Project plus the individual 3/ 4" water service taps to each unit up to and including the water meter; any piping and appurtenances past the water meter belonging to the Property owner. ii. Fire Service System — the City will be responsible for the entire 8" potable water main through the Project plus the individual fire service taps to each building up to and including the gate valve prior to the backflow preventer; the backflow preventer, piping, and appurtenances past the gate valve belonging to the Property owner. iii. Stormwater Management System — the City will be responsible for all of the stormwater management system piping and structures outside of the retention areas; Sound Side will be responsible for the upkeep and maintenance of the retention areas for the Project. iv. Sidewalks — the City will be responsible for all of the sidewalks within the Project. V. Curb and Gutter —the City will be responsible for all of the curb and gutter within the Project. Asphalt Roadways and Parking Areas —the City will be responsible vi. for the asphalt roadways and parking areas within the Project. 6. Special Assessment of Project Costs a. The City will adopt a special assessment pursuant to chapter 170 of the Florida Statutes to recover the expenditure of all qualifying costs and the cost of the completed infrastructure improvements and any other related project costs that will be initially paid from Revenue Special Trust Funds the CRA. The total special of assessment will be charged against the Property at 26, 28, 30, 32, 36, 38, 40, 42, & 44 105  6/ 3/ 10 Carson Drive SE, Fort Walton Beach, Florida, and shall, until paid in full, remain a lien, coequal with the liens of all state, county, and municipal taxes and superior in dignity to all other liens, titles, and claims, other than as set forth in this agreement. The parties acknowledge that the total estimated qualifying costs and cost of the infrastructure improvements and other project related costs will not exceed $ 2, 500, 000. The total amount shall be repaid by the Property owner to the City at no more than $ 119, 000 per year at one and one -half percent ( 1. 5 %) interest, and shall become payable no sooner than two years after the Closing ( the " Trigger Date "). The annual payments shall be payable no later than March 31 of each calendar year following the Trigger Date until paid in full. There will be no penalty for early payment of the special assessment. Upon repayment to the City pursuant to this paragraph, the funds shall be repaid to the CRA and deposited in the Redevelopment Revenue Special Trust Fund. Notwithstanding the provisions set forth above, in the event that Sound Side has insufficient funds to pay both the special assessment and the debt service payments under the Senior Loan in any calendar year, then the Senior Loan shall be senior to the special assessment in terms of priority of payment in any such calendar year and the special assessment, upon approval by City Council, shall be partially paid and the remaining balance of the annual payment deferred and accrue until paid in subsequent calendar years. b. The parties acknowledge that the current CRA Redevelopment Plan and the Interlocal Agreement between the City and the CRA expires on December 31, 2026. In the event that the CRA is dissolved or the Interlocal Agreement between the City and the CRA otherwise expires before the full special assessment lien is paid, special assessment payments shall inure to the benefit of the City and be paid into the City' s general fund or otherwise consistent with the City's financial policies and procedures. 7. Termination This Agreement shall terminate only upon written consent of the governing bodies of the City, CRA, FWBHA, and Sound Side or upon complete payment and satisfaction of the special assessment lien as contemplated by sections 4 and 6 of this Agreement. 8. Indemnification a. To the extent permitted by law, and specifically section 768.28, F. S., the City, agrees to indemnify and hold FWBHA and Sound Side harmless from and against any and all damages, losses or claims, including, but not limited to, legal fees and expenses, to the extent that such damages, losses or claims are attributable to actions, omissions or negligence arising from the terms of this Agreement. b. To the extent permitted by law, and specifically section 768. 28, F. S., FWBHA and Sound Side agree to indemnify and hold the City harmless from and against any and all damages, losses or claims, including, but not limited to, legal fees and expenses, to the extent that such damages, losses or claims are attributable to actions, omissions or negligence arising from the terms of this Agreement. 106  6/ 3/ 10 C. The City, FWBHA and Sound Side further agree to indemnify and hold the CRA harmless from and against any and all damages, losses or claims, including, but not limited to, legal fees and expenses, to the extent that such damages, losses or claims are attributable to actions, omissions or negligence arising from the terms of this agreement. To the extent anything herein conflicts with the terms of the Interlocal Agreement between the City and the CRA, as may be amended, the terms of the Interlocal Agreement between the City and the CRA shall govern. d. Nothing in this Agreement shall be deemed a waiver of immunity or limits of liability of any party to this Agreement, including their supervisors, officers, agents and employees and independent contractors, beyond any statutory limited waiver of immunity or limits of liability and nothing in this agreement shall inure to the benefit of any