Okaloosa County BOCC — January 18, 2013 — Exhibit C_procedures — reading text

documents ("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, and 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, and during the performance of, this Agreement shall be determined according to applicable law. Section 714. Reports. 10  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 reports or provide information relating to this Agreement. The Eligible Entity agrees to deliver the reports within a reasonable time of request and with required detail. Section 715. Ownership of Real Estate. If requested by the Air Force in the future, the Eligible Entity agrees to transfer any portion of the property or interest acquired under this Agreement or a lesser interest therein to the United States but only in the event that the Eligible Entity has authorized activity which is incompatible with the mission of the Installation and inconsistent with the protection of open space and agricultural uses. Further, such transfer shall not be required if by doing so, it would adversely impact on the ability of the Eligible Entity to pursue passive uses of the Real Property Interest, including but not limited to construction and maintenance of all-weather roads, water system infrastructure, pump stations, pipelines, and wetland mitigation banking. Any request from the Air Force shall be limited to the minimum property or interests necessary to ensure that the property concerned is developed and used in a manner appropriate for purposes of 10 U.S.C. § 2684a. Section 716. Interest To Be Acquired. The real property interest to be acquired in the Property is a restrictive easement in the form, to include the substantive restrictions, described in Exhibit A and to be recorded by the current owner with enforceable rights by both the Eligible Entity and the Air Force. Section 717. Long-Term Monitoring of Property to Enforce Restrictions. After recordation of the restrictive easement, the Eligible Entity and the Air Force shall ensure long-term monitoring of the Property to verify compliance with the land use restrictions contained in the restrictive easement. In the event of an observed or suspected breach of the land use restrictions, the Eligible Entity and the Air Force will confer to determine which Party shall enforce the land use restrictions. In the event the Air Force will lead the enforcement, the Eligible Entity agrees to assist the Air Force, to the fullest extent allowable under applicable law, in the enforcement efforts. Section 718. Negotiations. Negotiations with the landowners of all land will be conducted by the Eligible Entity, or its authorized representative, in a manner that will assure that the most favorable price and terms are obtained for the Air Force and the Eligible Entity. Section 719. Termination. 11  This Agreement may be terminated by either Party giving 30 days prior written notice to the other Party in accordance with Section 708with respect to (1) any non-binding commitments entered into with third parties, or (2) to the extent that the provisions of this Agreement interfere with the obtaining of the necessary approvals for the wetland mitigation bank, as contemplated by the Eligible Entity. Section 720. Relationship Nothing in this Agreement shall constitute the Parties as partners. 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. Section 802. Nondiscrimination. 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 in performing its obligations under this Agreement: a. Title VII of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d-200d-7), and applicable DOD regulations (32 C.F.R. pt. 300); b. Exec. Order No. 11,246 and applicable Department of Labor regulations (41 C.F.R. pt. 60); c. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) and applicable DOD regulations (32 C.F.R. pt. 56); and, d. The Age Discrimination Act of 1975 (42 U.S.C. §§ 6101-6107) and applicable regulations (45 C.F.R. pt. 90). Section 803. Lobbying. 12  a. The Eligible Entity agrees that it will not expend any funds appropriated by Congress to pay any person for influencing or 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 C.F.R. 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 that 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 C.F.R. 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 Opportunity. The Eligible Entity agrees to comply with Exec. Order No. 11,246 entitled “Equal Employment Opportunity,” as amended by Department of Labor regulations (41 C.F.R. pt. 60). Section 806. Exceptions 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 Federal funds. ARTICLE IX - PROCUREMENT 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 contracts issued under this Agreement, other than purchase or option agreements with real property sellers, unless local laws or regulations offer more protection. 13 ARTICLE X - LEGAL AUTHORITY Section 1001. Legal Authority. 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, ENFORCEMENT, CLAIMS, DISPUTE RESOLUTION, AND APPEALS Section 1101. Termination. This Agreement may be terminated by mutual agreement of the Parties, but only in a single writing signed by both of them. (See also Article VII, Sections 701 and 719). Section 1102. Enforcement. The Parties may take whatever actions that are authorized by law to enforce the terms of this Agreement. 14