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623-Seminole-Courthouse Expansion JUL 2 SEMINOLE COUNTY AND CITY OF SANFORD COURTHOUSE EXPANSION INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT is made and entered into this day of ~ , 1996, by and between SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter referred to as the "COUNTY," and the CITY OF SANFORD, a Florida municipal corporation, whose mailing address is Post Office Box 1788, Sanford, Florida 32772-1788, hereinafter referred to as the "CITY." WITNES'SETH: WHEREAS, the COUNTY has generally identified its spatial needs to the year 2010 for certain Seminole County governmental facili- ties including the Seminole County Courthouse; and WHEREAS, the COUNTY obtained a Site Analysis and Evaluation for the Seminole County Courthouse comparing two (2) alternative sites for the facility including identification of needed improve- ments and estimated costs; and WHEREAS, the Site Analysis and Evaluation for the Seminole County Courthouse indicated that the two (2) sites were comparable with respect to estimated costs considering the COUNTY's overall spatial needs; and WHEREAS, the CITY, recognizing the importance of the Seminole County Courthouse to i~s downtown redevelopment, adopted Resolution Number 1708 indicating that the CITY Commission was interested in a cooperative arrangement with the COUNTY in limiting the costs of CERTIFIED COPY M~YANNE I CLERK OF CIRCUIT COURT INOLE ~ UNTY,~jt,,' ~RK the Seminole County Courthouse; specifically the proposed parking structure(s); and WI{EREAS, the CITY has indicated that the proposed parking structure(s) for the Seminole County Courthouse would be an integral element in downtown redevelopment; specifically for night time and weekend activities; and W~EREAS, the Board of County Commissioners of Seminole County voted, on November 14, 1995, in support of the Downtown Sanford location for the Seminole County Courthouse subject to the approval of an interlocal agreement between the COUNTY and the CITY identifying specific actions that the CITY would initiate to provide financial incentives to lower the actual costs of the downtown site, NOW, THEREFORE, in consideration of the recitals, mutual covenants, and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency Of which is hereby acknowledged, the parties covenant and agree as follows: Section 1. Recitals. The foregoing recitals are true and correct and form a material part of this interlocal Agreement upon which the parties have relied. Section 2. Definitions. (a) Seminole County Courthouse. The existing Courthouse facility located in downtown Sanford and the planned future expansions to that facility. The use of the terms "Seminole County Courthouse," "County Courthouse" and "Courthouse" are all terms that can be used interchangeably within this interlocal Agreement. 2 (b) Parking. Surface parking, parking garage(s) or struc- ture(s), or a combination thereof, to be constructed in support of the Seminole County Courthouse. Such parking shall be generally located within an area bounded by Sanford Avenue to the east'~'~First Street to the south, Seminole Boulevard to the north, and Myrtle Avenue or parcels contiguous to Myrtle Avenue to the west. (c) Structured Parking. Multi-storied parking structures or garages. Section 3. Purpose of CITY-COUNTY Partnership to Expand the Courthouse. (a) Subject to the terms and conditions hereinafter set forth, the COUNTY and the CITY agree to cooperate in developing the Seminole County Courthouse and associated parking needs supporting the Courthouse and implementing the downtown Sanford Redevelopment Program as specified within this Interlocal Agreement. (b) The CITY agrees to make available to the COUNTY, by means of instruments of grant or conveyance acceptable to the COUNTY and at no cost to the COUNTY, the property encompassing approximately 4.75 acres, owned by the CITY and presently being utilized as parking lots located east and west of the existing Seminole County Courthouse for the COUNTY's use in constructing the expanded Seminole County Courthouse including, but not limited to, ancillary facilities such as parking structures. (c) The COUNTY and the CITY agree to maintaining a collabora- tire approach to meeting the need for Courthouse expansion which has the goal of developing the downtown Sanford Courthouse 3 expansion project in a way that, to the maximum extent practicable, enhances the CITY's downtown development while providing essential public facilities required to support the judicial functions of government. The CITY and the> COUNTY recognize that the parking needs for the Courthouse will be further refined once the COUNTY defines its spatial needs for the Courthouse facility during the initial programming phase of the Courthouse design engineering services. The COUNTY and CITY agree to work toward a mutual agreement with regard to the ultimate location, footprint and design parameters of the Courthouse and associated parking. The CITY recognizes that the COUNTY is statutorily and ultimately responsible for providing judicial facilities. (d) The CITY shall, to the maximum extent practicable, participate with the COUNTY at decision-making junctures regarding the ultimate location, footprint and design parameters of the Courehouse. In general the CITY shall receive draft plans, materials and correspondence, notices of meetings, etc., as customary in the process of designing improvements and structures. (e) The preliminary programming and design phase shall refine needs and develop alternative Courthouse site design alternatives. The optimal site design shall identify parking that is adequate for COUNTY and CITY facilities. Such determination may include considerations regarding phasing, cost-benefit strategies and other similar and mutually agreed upon matters. (f) Upon the COUNTY determining the ultimate location, footprint and design parameters of the Courthouse, the COUNTY shall 4 tender a Memorandum Of Understanding to the CITY relating to all such matters and the CITY shall have forty-five (45) days in which to approve of the Memorandum Of Understanding. Upon mutual approval by the CITY andS!the COUNTY the Memorandum Of Understanding shall be deemed to be an addendum to this Interlocal Agreement. (g) Upon execution of the Memorandum Of Understanding the CITY shall convey insurable and marketable title of such CITY-owned land to the COUNTY upon which the Seminole County Courthouse is to be located. In addition, if parking structures are constructed in support of the Courthouse expansion, the CITY shall convey insurable and marketable title of such CITY-owned land to the COUNTY upon whlch such parking structures are to be located. (h) The CITY and COUNTY generally agree that long term goals for the economic redevelopment of the waterfront and downtown area of Sanford may involve changing land uses. Therefore, while both parties agree that the CITY shall maintain ownership of lands utilized for surface parking in order to provide flexibility for future redevelopment opportunities, the CITY shall covenant or otherwise guarantee that the agreed upon number of parking spaces supporting the Courthouse upon CITY-owned lands shall be available and provided for the COUNTY Courthouse. Likewise, the COUNTY shall covenant/guarantee same for COUNTY lands upon which parking may primarily serve CITY facilities. Further, if parking structures are constructed by/owned by the COUNTY, the COUNTY shall covenant and guarantee to the CITY that such parking shall be available for use by the general public consistent with Courthouse use. The 5 COUNTY may reserve a reasonable number of parking spaces for the exclusive use of appropriate officials and personnel. If the CITY desires to sell, lease or otherwise take actions that would decrease the number of surface parking spaces guaranteed for the Seminole County Courthouse, the CITY shall replace such parking spaces within the agreed upon parking area. Should the CITY desire to decrease the number of surface parking spaces guaranteed to the Courthouse, such decrease shall not be effected unless and until agreed upon by the COUNTY. (i) The CiTY agrees to provide, when needed and at no cost to the COUNTY, the necessary water, reclaimed water and sewer infrastructure improvements and connections as may be necessary to meet the needs of the Seminole County Courthouse with the maximum amount of water, reclaimed water and sewer infrastructure improve- ments and connections to be as projected to be required at the Courthouse's projected build out in the year 2010. The CITY agrees that said improvements will be in place as necessary to meet the Courthouse's construction schedule. While the CITY shall provide for water, sewer and reclaimed water availability, the COUNTY shall not be exempt from applicable CITY impact fees and shall pay same when due. However, the CITY covenants and agrees to provide new jobs-based economic development incentives up to an amount equal to the CITY impact fees. Qualifying additional positions filled on or after October 1, 1996 shall be counted for calculation of the economic development incentive. Said incentive funds shall be in the amount of TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00) for 6 every five (5) new jobs created in the CITY. The CITY covenants and agrees not to terminate its economic development programs until the commitment set forth herein is fulfitled and agrees to fund said incentives with general fund monies or any other appropriate source of revenue. Section 4. Financial Participation by the CITY. (a) The CITY's obligations and commitments as set forth in this Interlocal Agreement shall become null and void if the COUNTY does not commence physical construction. of the Courthouse in downtown Sanford by fiscal year 2000/200t. (b) The CITY believes that parking facilities required to serve the Courthouse and City Hall facilities can be accomplished most cost effectively and adequately by utilizing surface parking and avoiding the high costs of parking structures for the required facilities. In addition, the CITY believes that the future redevelopment of the downtown Sanford waterfront area may be enhanced through a cost-saving, land-banking concept that provides greater flexibility for future construction of both a public and private nature in downtown Sanford. Specifically, if Structured Parking is not reflected in the agreed-upon site design, the CITY shall pay up to one-half (~) the cost up to a maximum of FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00) for all costs associated with publicly owned parking including, but not limited to, pavement, landscape, drainage, design, land acquisition, etc. Alternatively, if the agreed-upon site design includes parking structures, the CITY shall pay one-half (~) of the total costs of 7 publicly owned parking up to a maximum of ONE MILLION AND NO/100 DOLLARS ($1,000,000.00) for the parking. In no event shall the CITY's total direct financial contribution exceed the parameters set forth in this paragraph. Direct monetary contribution by the CITY shall include the purchase of land if such purchase is accomplished by the CITY; provided, however, that the purchase of land hereunder shall be subject to COUNTY approval. (c) The CITY agrees to participate with the COUNTY in the costs of planning, designing and construction of the Seminole County Courthouse parking as set forth in this Section. The CITY shall be responsible fo~ submitting tQ the COUNTY the source of said funding before the date that the COUNTY awards the construc- tion portion of the Courthouse in order that all funds relied upon for construction will be appropriately encumbered. Said funds may be spaced over the construction time frame if consistent with the COUNTY's obligations under its construction contracts, but only in accordance with the COUNTY's anticipated construction draw schedule. (d) The COUNTY recognizes that the CITY's participation may be in the form of a public/private partnership or other such means for reducing the overall costs of the Courthouse program. In regards to such public/private partnership, any such CITY contribu- tion other than monetary shall be submitted to the COUNTY and shall be subject to its consideration and approval, which shall not be unreasonably withheld consistent with the provisions of Section 3 herein, before any non-monetary contribution is deemed to be part of the facility improvement program. (e) Barring financial or budgetary difficulties, the COUNTY agrees to proceed in good faith with the planning and designing of the Courthouse during fiscal year 1996/97. The COUNTY anticipates that design services will encompass approximately twenty-four (24) months from contract award. It is further the COUNTY's intent to proceed with construction of the Courthouse, including ancillary structures, as soon as practicable once design services are complete. Such construction shall be contingent upon funding having been identified, ~ecured and approved for the facility. Section 5. Force Majeure. In the event any party hereunder fails to satisfy a requirement imposed in a timely manner, due to a hurricane, flood, tornado, or other Act of God or force majeure, then said party shall not be in default hereunder. Section 6. Binding Effect. This Interlocal Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors in interest transferees and assigns of the parties, provided, however, this InterlocalAgreement shall not be deemed to pledge the full faith and credit of the COUNTY or the CITY. Section 7. Assignment. This Interlocal Agreement shall not be assigned by either party without the prior written approval of the other. Section 8. Public Records. The COUNTY and the CITY shall allow public access to all documents, papers, letters or other materials which have been made or received by the COUNTY and the 9 CITY in conjunction with this Interlocal Agreement or the Court- house project, subject to exceptions to public records laws as set forth in Florida Statutes. Section 9. Records and Audits. The COUNTY an~]the CITY shall maintain in its place of business any and all books, documents, papers and other evidence pertaining to work performed under this Interlocal Agreement. Such records shall be available at the COUNTY's and the CITY's place of business at all reasonable times during the term of this Interlocal Agreement and for so long as such records are maintained. SECTION 10. Notices. (a) Whenever either party desires to give notice unto the other, notice may be sent to: For the COUNTY: County Manager Seminole County Services Building 1101 East First Street Sanford, Florida 32771 For the CITY: City Manager City of Sanford P.O. Box 1788 Sanford, Florida 3277~ (b) Either of the parties may change, by written notice as provided herein, the addresses or persons for receipt of notices. All notices shall be effective upon receipt. Section 11. Indemnification. The CITY hereby agrees, to the extent authorized by law, to indemnify, save and hold the COUNTY harmless from and against any and all damages, expenses, losses, claims, injuries and liabilities arising or resulting from or in connection with the CITY's or its officers, employees, agents, 10 successors' or assigns' actions or activities relating in any way to the Courthouse project, and any and all claims and actions brought by third parties resulting from or arising in connection with said actions. To the extent required b~ law, if specific consideration for the indemnification provided herein is required to be given by the COUNTY to the CITY then ONE AND NO/t00 DOLLARS ($1.00) of the value for the consideration set forth in this InterlocalAgreement shall be deemed to be such specific consider- ation. The CITY acknowledges the adequacy and sufficiency of said specific consideration. Likewise, the COUNTY hereby agreeS, to the extent authorized by law, to indemnify, save and hold the CITY harmless from and against any and all damages, expenses, losses, claims, injuries and liabilities arising or resulting from or in connection with the COUNTY's or its officers, employees, agents, successors' or assigns' actions or activities relating in any way to the Court- house project, and any and all claims and actions brought by third parties resulting from or arising in connection with the said actions. To the extent required by law, if specific consideration for the indemnification provided herein is required to be given by the CITY to the COUNTY then ONE AND NO/100 DOLLARS ($1.00) of the value for the consideration set forth in this Interlocal Agreement shall be deemed to be such specific consideration. The COUNTY acknowledges the adequacy and sufficiency of said specific consideration. Section 12. Conflict of Interest. The COUNTY and the CITY agree that they will not engage in any action that would create a 11 conflict of interest in the performance of its obligations pursuant to this interlocal Agreement with the other party or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. Section 13. Equal Opportunity Employment. The CITY and COUNTY agree that they will not discriminate against any contrac- tor, employee or applicant for employment or work under this Interlocal Agreement because or on account of race, color, religion, sex, age, disability or national origin and will take affirmative steps to insure that applicants are employed and employees are treated d~ring employment without regard to race, color, religion, sex, age, disability or national origin. This provision shall include, but not be limited to, the following: retention; award of contracts; employment; upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Section 14. Compliance with Laws and Regulations. In performing under this Interlocal Agreement, the parties shall abide by all laws, statutes, ordinances, rules, and regulations pertain- ing to, or regulating the performance set forth herein, including those now in effect and hereafter adopted. Any violation of said laws, statutes, ordinances, rules, or regulations shall constitute a material breach of this interlocal Agreement, and shall entitle the non-violating party to terminate this interlocal Agreement 12 immediately upon delivery of written notice of termination to the violating party. Section 15. Employee Status. (a) ~ersons employed or retained by the COUNTY or CITY in the performance of services and functions pursuant to this interlocal Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the other parties officers and employees either by operation of law or by the other party. (b) The CITY assumes total responsibility for salaries, employment benefits, cqntractual rights and benefits, contract payments, and Federal, State and local employment taxes, if any, attributable to personnel or contractors hired by the CITY only, and agrees to indemnify and hold the COUNTY harmless from any responsibility for same. (c) The COUNTY assumes total responsibility for salaries, employment benefits, contractual rights and benefits, contract payments, and Federal, State and local employment taxes, if any, attributable to personnel or contractors hired by the COUNTY only, and agrees to indemnify and hold the CITY harmless from any responsibility for same. Section 16. Dispute Resolution. Any and all disputes arising hereunder shall be attempted to be resolved through a collaborative and mutually acceptable informal process with open discussions and a collaborative effort. In the event that formal dispute resolu- tion processes become necessary, the parties recognize that such 13 matters will be subject to the processes and procedures set forth in the agreement entitled "Interlocal ~reement on Mediation and Intergovernmental Coordination," dated January 24, 1995. Section 17. Entire Agre~ent. This Interlocal ~reement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be modified or amended except by a written instrument equal in dignity herewith and executed by the parties to be bound thereby. IN WI~ESS WI{EREOF, the parties hereto have made and executed this Interlocal Agreement for the purposes herein stated on the date first above written. ATTEST: CITY O S~/FOR Date: ~/~,/~ ~proved as to form and a su icienc City Attorney ATTEST:I BOARD OF COUNTY CO~ISSIONERS DICK VAN DER WEIDE, Chairman C o the Board of Date: S Seminole County, Florida. For the use and reliance As authorized for execution by of Se 'nole County only. the Board of County Commiss- Appr ed as to form and ioners at their le suffi en~/~ 1996, regular meeting. LNG/dre 061796 CO~T~OU.A~ 14