Fort Walton Beach Council agenda — 03-13-2007 regular agenda — reading text

with the prevailing County land use regulations, 278 except as provided in this agreement. 279 280 281 2. 6 Right of First Refusal for Failure to Develop 282 283 City shall retain the right of first refusal to repurchase the 2. 6. 1 The 284 Parcel from the County at the repurchase price of $ 2, 000, 000, in the event 285 that the County does not begin the development and utilization of the Parcel 286 for the governmental purpose of a courthouse annex extension and all similar js; iacourthouse3 6 07fmal draft  Interlocal Agreement Page 8 of 16 287 governmental uses within three ( 3) years after approval and execution of this 288 Interlocal Agreement by the Board of County Commissioners. 289 290 2. 6. 2 For value received in consideration of this Interlocal Agreement, 291 and other good and valuable gratuitous consideration, the County grants to 292 the City a right of first refusal to purchase the Parcel at the same price and 293 terms of sale as granted to the County in the Contract for Transfer of Real 294 Property. 295 296 2. 6. 3 In the event the County does not begin the development and 297 utilization of the Parcel for the governmental purpose of a courthouse annex 298 extension and all similar governmental uses within three ( 3) years after 299 approval and execution of this Interlocal Agreement by the Board of County 300 Commissioners, the City shall give the County written notice of its intention to 301 exercise this first right of refusal. If the City elects to exercise its right to 302 repurchase the property, the City shall be entitled to repurchase the Parcel at 303 the original transfer price of Two Million Dollars ($ 2, 000, 000), and under the 304 same conditions of closing and transfer as when originally purchased by the 305 County. 306 307 2. 6.4 Closing on the repurchase of the Parcel shall be held within 308 thirty ( 30) days after written notice is provided by the City to the County. 309 310 2. 6. 5 If the City elects to not repurchase the Parcel, then the County 311 may proceed to develop and use the Parcel for any other governmental 312 purpose consistent with the existing County land Development Code and 313 Code of Ordinances without restriction or reservations by the City. 314 315 2. 6. 6 The City' s right of first refusal shall be nullified and of no force 316 and effect upon issuance of a building permit that begins the actual 317 development and construction of the courthouse annex extension or five 318 years and six ( 6)months after approval and execution of this Interlocal 319 Agreement by the Board of County Commissioners. 320 321 322 2. 7 Ratification of Continuing Process 323 The parties acknowledge that the development and construction of the 324 Parcel as a courthouse annex extension is continuing process that will a 325 require further review, processing, and permitting by the various departments 326 of the County. Throughout that continuing process, no condition, requirement, 327 or agreement shall be binding on either party unless such condition, 328 requirement, or agreement has been incorporated into a development order, 329 or accepted and ratified by the County Administrator and City Manager and, if js; iacourthouse3 6 07fmaI draft  Interlocal Agreement Page 9 of 16 330 necessary in his and her discretion, subjected to approval by official action of 331 the Board of Commissioners and City Council, respectively. 332 333 334 Section 3. Joint Use Agreement 335 336 3. 1 Purpose 337 The parties acknowledge and agree that the principal use of the parcel 338 of property shall be for the Courthouse annex extension building and that any 339 joint use shall be secondary and at coordinated non- essential times. The 340 parties agree to the joint use of certain parking areas and spaces on the 341 Parcel and office space inside the finished courthouse annex extension 342 building for the City' s governmental, emergency operations, recreational, and 343 lease- or license- holder' s needs. 344 345 346 3. 2 Description of Joint Use Areas 347 The areas currently subject to this Joint Use Agreement are described 348 in the attached Exhibit B and depicted on the site survey attached as Exhibit 349 C. As the County develops the Parcel, the parties acknowledge and agree 350 that the parking areas subject to Joint Use may be redescribed and relocated 351 and that the office space inside the finished courthouse annex extension shall 352 be determined. Any redescription or depiction of relocation, or the designation 353 of the office space, shall refer to this Parking Area Joint Use Agreement and 354 be construed as an amendment to the provisions of this section of the 355 Agreement. 356 357 358 3. 3 Parking Area Use Coordination 359 Until consummation of the Contract for Transfer of Real Property, the 360 City shall be entitled to continue its use of the Parcel as it is used at the time 361 of execution of this Interlocal Agreement. When the County begins actual 362 development of the courthouse annex extension, the County shall attempt to 363 designate and clearly mark an area for use by the City that is easily 364 accessible, free from construction materials, equipment, and debris, and does 365 not impede the use of the contiguous areas of development and use. 366 At all times, the use of the parking area shall be coordinated by a 367 designee of the City Manager and a designee of the County Administrator 368 pursuant to administrative procedures approved by the City and County after 369 consummation of the Contract for Transfer of Real Property, and amended 370 during construction of the development and after completion of the 371 development, if necessary. 372 js; iacourthouse3 6 07fina[ draft  Interlocali\greernent Page 10 of 16 373 374 3.4 Office Space Designation 375 As a material element of this Interlocal Agreement, the County agrees 376 to provide and lease to the City office space of not less than 800 square feet 377 to be used as the City' s auxiliary Emergency Operations Center and the right 378 to use other areas, as necessary and by consent of the County, in case of an 379 emergency. The space must have sufficient generator capacity and phone 380 and cable drops for the City' s use during an emergency. During the site plan 381 approval process, this office space shall be designated in the site documents 382 and surveys, as necessary. 383 384 3. 5 Subsequent Lease 385 Within thirty ( 30) days of the issuance of a final certificate of occupancy 386 for the courthouse annex extension, the City and County shall enter into lease 387 agreements that further define the conditions of use of the parking area and 388 spaces and the office space. 389 390 391 3. 6 Lease Rent Value 392 At all times, the rent value for any use by the City of the parking area 393 and spaces or the office space shall be considered gratuitous and pursuant to 394 all valuable consideration in this Interlocal Agreement. 395 396 397 3. 7 Subletting 398 The City shall not assign or sublet any portion of the parking area, or 399 office space without the consent in writing of the County. 400 401 402 Section 4. Miscellaneous 403 404 4. 1 Authority of Representation 405 Throughout this Interlocal Agreement, any use of the terms " the 406 County" shall be construed to mean the Board of County Commissioners, or 407 the County Administrator and designee of the County Administrator when 408 authorized by an official act of the Board. The terms and " the City" shall be 409 construed to mean the City Council of the City of Fort Walton Beach, or the 410 City Manager and a designee of the City Manager when authorized by an 411 official act of the City Council. 412 js; iacourthouse3 6 07final draft  Interlocal Agreement Page 11 of 16 413 414 4. 2 Liability; Insurance 415 The County and City are state political subdivisions as defined in 416 Section 768.28, Florida Statutes, and agree to be fully responsible for acts 417 and omissions of their own agents or employees to the extent permitted by 418 law. Nothing herein is intended to serve as a waiver of sovereign immunity by 419 either party to which sovereign immunity may be applicable. Further, nothing 420 herein shall be construed as consent by either political subdivision to be sued 421 by third parties in any matter arising out of this Agreement or any other 422 contract related to this Agreement. 423 424 425 4. 3 Mediation 426 Any and all controversy, claim, or dispute arising out of or relating to 427 this Interlocal Agreement or the breach of it shall be decided by binding 428 mediation in accordance with provisions of this section. The party who 429 seeks resolution of a controversy, claim, or dispute shall notify the other 430 party in writing of the existence and subject matter of the controversy, claim, 431 or dispute and shall designate in such notice the names of three prospective 432 Florida Supreme Court Civil Mediators. The recipient shall select from such 433 list one individual to act as mediator. The parties shall coordinate a 434 mediation date and time to take place in Fort Walton Beach, Florida, within 435 sixty ( 60) days after receipt of the notice of dispute. The award rendered by 436 the mediator shall be final, and judgment may be entered on it in 437 accordance with applicable law in any court having jurisdiction over it. 438 Expenses of mediation shall be shared equally by both parties. 439 440 441 4.4 Notices 442 Any notice required by this Contract for Transfer of Real Property may 443 be given by mailing such notice by first class mail, addressed to the County 444 Administrator or the City Manager at the following addresses: 445 446 County Administrator City Manager 447 Okaloosa County City of Fort Walton Beach 448 1804 Lewis Turner Blvd., Suite 400 Post Office Box 4009 449 Fort Walton Beach, FL 32547 Fort Walton Beach, FL 32549- 4009 450 451 And with a copy to the following attorneys: 452 453 John R. Dowd Toni L. Craig 454 County Attorney City Attorney js; iacourthouse3 6 07fmaI draft  Interlocal Agreement