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HomeMy WebLinkAbout2000-266DJ ' �j fJ Is , EXHIBIT D Ftp -OF INTERLOCAL AGREEMENT fir.- 61-0 F-3 r 0 INTERLOCAL AGREEMENT This INTERLOCAL AGREEMENT {"Agreemenf 1, is made as of tWs I st of September, 2000, by and between the CITY OF VERO BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida (the "City"), and INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County"). WITNESSETH: WHEREAS. the City is a municipal corporation created and existing pursuant to Chapter 166, Florida. Statutes, exercising such powers through its City Council; and WHEREAS, the County is a political subdivision of the State of Florida, exercising powers under Chapter 125. Florida Statutes through its Board of County Commissioners; and WHEREAS, pursuant to Chapter 163. Part 1. Florida Statutes {the "Cooperation Act"), the City and the County are authorized to enter into interlocal cooperation agreements in order to undertake joint actions. and WHEREAS, the City and the County, together with Los Angeles Dodgers, Inc., Fox Baseball Holdings, Inc. and de Guardiola Development, Inc., entered into that certain Memorandum of Understanding dated as of July 24, 2000 (the "Memorandum of Understanding'), pursuant to which the City and the County agreed to undertake certain steps to implement the agreements set forth in the ;klemorandum of Understanding: and W HEREAS, it is the purpose of the Cooperation Act to provide for a means by which the County and the City may exercise their respective powers, pnvileges and audim ities which they share in common and which each might exercise separately; and WI I} REAS, it is the purpose and intent of this Agreement to set fonh the terms under which the City v.iII fond a grant to the County in the amount of S 1.400.000 and the City will obtain an interest in the lands to be acquired by the County in accordance with the Memorandum of Understanding, permitting the County and the City to make the most efficient use of thew respective resources and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby to facilitate die County's acquisition of the Prepared by and return to: Robert C. Reid, Esq. Bryant, Miller and ©live, P.A. 201 S. Monroe Street, Suite 500 Tallahassee, Florida 32301 Page I of 6 40 L-1 teal property generally reknrd to as Dodgertown, and as more particularly described in Exhibit A attached hereto. NOW, THEREFORE, in consideration of the mutual covenants ofthis Agreement, the County and the {City agree as follows: SECTION 1. RECITALS. The foregoing recitals set for above are hereby incorporated herein by reference as if fully set forth herein. SECTION 2. DEFINITIONS. (A) AGREEMENT shall mean this Interlocal Agreement. (B) BONDS shall mean the Revenue Bonds to be issued by the County to provide net bond proceeds in the amount of Seventeen Million and no/100 Dollars ($17,000,000.00) (C) BUSINESS DAY shall mean any day other titan a day on which the City, the County or banks located in the State of Florida are authorized or required to close. (D) DOCUMENT ESCROW AGREEMENT shall mean that certain Document Escrow Agreement dated as of September 1, 2000, between the City, the County, Los Angeles Dodgers, inc., Fox Baseball Holdings, Inc. and de Guardiola Development, Inc., pursuant to which the agreements set forth therein, including this Agreement, are subject to certain conditions prior to the satisfaction of which none of such agreements shall be enforceable against any party. (E) FACILITY or FACILITIES shall mean the baseball spring training facility generally known as "Dodgenown" and as mom particularly described on Exhibit "B" attached hereto. It is understood that, as the transactions contemplated by this aLueement are ptusued, the meaning of"Facility"or "Facilities" shall expand to include all improvements to Dodgertown made after the execution of this agreement, (F) GRANT shall mean the portion of the local contribution toward the acquisition of the Facility by the County which is to be paid by the City in accordance with the terms hereof. (G) GRANT AMOUNT shall mean the sum of One Million Four Hundred Thousand and no�100 Dollars (51,400,000.00). (H) LAND shall mean that certain parcel of real property consisting of approximately 64.03 acres more particularly described on Exhibit "A" attached hereto. (1) MEMORANDUM OF UND%RSTANDING shall mean that certain Memorandum of Understanding dated as of July 24, 2000, between the City, the County, Los Angeles Dodgers, Inc., Fox Baseball Holdings, Inc. and de Guardiola Development, Inc. Page 2 of b do, y 4W 40 Y (J) SALE PROCEEDS shall mean, with respect to a disposition of the Land and Facilities or any portion thereof by the County, the actual net proceeds received by the County for such disposition, but under no circumstance shall any liquidated damages paid by the Dodgers for an early termination ofthe lease of the Facility (as contemplated by the Memorandum of Understanding) be considered proceeds in respect of the disposition of the Land and Facility. SECTION 3. CITY GRANT OF FUNDS TO COUNTY. The City hereby agrees to fund the Grant to the County in full in the Grant Amount in accordance with the Memorandum of Understanding. The Grant shall be funded by tr=ferrurg to the County, in immediately available funds the Grant Amount, not later than the Business Day immediately prior to the date on which the County issues the Bonds. The County shall repay to the City the full Grant Amount if either (a) the transactions contemplated by the Memorandum of Understanding are not consummated or (bl the transactions are consummated yet fail to be brought to fruition, resulting in the parties being relieved of their obligations under the Memorandum of Understanding and the companion agreements thereto. The Countv shall be entitled to determine the best use of the Grant in connection with the County's acquisition of the Land and the Facilities, including, but not by way of limitation. of using the Grant Amount to fund all or a portion of repair and replacement escrow account (the "Capital Reserve Account") for the benefit of the Facility. SECTION 4.CITY RIGHTS IN THE LAND AND FACILITY. The City acknowledges that the County will Lake title to the Land and Facility in its name. and as the sole record tide owner thereof, will be the sole party to enter into various agreements with Los Angeles Dodgers, Inc. (the "Dodgers") rei•arelme then -use of the Facility and the deti elopment of annus rmprov emertts thereto. Notwithstanding this, the County and the City a_eree that die City is a joint venturer with the County in the acquisition of the Land and Facilities, and that the actual use of the Grant by dee County shall be determinative neither of the City's entitlement to a share in any sale proceeds of die land and Facilities. nor its percentage interest therein should the County ever decide to sell the Land and Facilities or if the Dodgers exercise certain repurchase rights set forth in the Memorandum of understanding. SECTION 5. CITY RIGHTS IN SALE PROCEEDS- Following a sale or other disposition of :hc Land and facilities by the County, the Couniv shall pay over to the City 1 Q.7° o of the Sale Proceeds, - Such funds will be paid to the City within two (3) Business Days ofthe date of closing on the sale or other disposition of the Land and Facilities. SECTION 6. CITY RIGHTS IN LAND, In the event the Dodgers cease using the Facility as a spring training, facility and terminate the lease agreement with rite Cotuuty without reacquiring the Land, the Counry agrees that in recognition of its interest as a joint venturer, the City shall have the following options: (a 1 accept a conveyance from the County of the equivalent of ; 0.7% of the Land in exchange for releasing its interest in the remaining portion thereof„ or (b) retain its interest in the Facility as a joint vennuer with the County. Should the City select option (a) above, the actual acreage conveyed shall be mutually Page 3 of b i✓ i 4b C1 acceptable to the City and the County, provided that if the City and the County can not agree upon the exact parcel of land to be conveyed at such time, the City and the County shall subject the determination of the exact parcel to binding arbitration for division of the Land in accordance with the percentage set forth in option (a) above. SECTION 7. ALL NECESSARY ACTION. The parties hereto agree that they will, individually or jointly, take all action within their respective powers, necessary, desirable or required by the other party in carder to carry out and effectuate the agreements set forth herein. SECTION 8. TERM. Unless extended by mutual agreement of the County and the City, this Agreement shall expire upon payment to the City of any compensation due hereunder, whether monetarily or by conveyance of realty, occasioned by the first to occur of: (a) the County selling or otherwise disposing of the Land and Facilities, (b) or the Dodgers' cessation of using the Facility as a spring training facility. SECTION 9. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 10. AMENDMENT. This Agreement may be amended only in writing executed by both panics. SECTION 11. ENTIRE AGREEMENT. This Agreement, including its exhibits, shall be interpreted as effectuating the purposes of the Memorandtun of Understanding (dated July 24, 2000, and to which the parries hereto are also signatories) and in consonance with the other agreements contemplated by that Memorandum, In the event of any conflict among the documents respecting the matters expressly set forth herein, the terms of this Interlocal Agreement shall control. SECTION 12. GOVERNING LAW, This Agreement shall be governed by, and construed in accordance with. the laws of the State of Florida. SECTION 13, JURISDICTION AND VENUE. The exclusive, convenient, and proper venue for any legal proceeding arising out of, or related to, this Agreement shall be Circuit Court for the Nineteenth Judicial Circuit, in and for Indian River County, Florida 'Division. Each party waives any defense, whether asserted by motion or pleading, that the Indian River Circuit Court is an improper or tnconvernerat venue. Moreover, all parties to this Agreement, persons and entities alike. consent to the personal jurisdiction of the Circuit Court, Nineteenth Judicial Circuit, in and for Indian River County, and tnevocably waive any objections to said jurisdiction. SECTION 14. EFFECTIVE BATE.. This Agreement shall be etieetive can the date of release of this Agreement by the Escrow Agent in accordance with the Document Escrow Agreement, Page 4 of b t 1, IN WITNESS WHEREOF, the parses hereto have entered into this interlocal Agreement as of the day and year first above written. INDIAN RIV1R COUNTY, FLORIDA By; Chairman (SEAL) ATTEST: Clerk Approved as to Form and. Legal Sufficiency Bv: County Attorney S'T'ATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me by and , Chairman and Clerk, respectively, of the BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY. FLORIDA. on behalf of the Counry this — day of 2000. Notary Public My Commission Expires: Page 5 of 6 IN WITNESS MIEREOF, the parties hereto have entered into this Interlocal Agreement as of the day and year first above written. INDIAN [LIVER COUNTY, FLORIDA By0'-.1- 6 0::Q� Chairman (SEAL) ATTE- St Cie X. BARTON Approved as to Form and Legal Sufficiency unty Attorney STATE OF FLORIDA COUNTY OF INDIAN RIVER The for e oin_g �i�nstrument was acknowledged before me bye,, ,t.r�,IL and J.K. �AFiT+�H Chairman and Clerk, respectively, of the BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA, on behalf of the County this - day of-sotij—" 2000. Notary Pubub li My Commission Expires: Kimberly E MassvW + t MY COMMISSION ICM5436 EMIKS )VIy M 2003 SONDEOFNRU ROYFAiN 861JR1N" IHC Page 5 of 6 CITY OF VERO BEACH, FLORIDA By: Mayor (SEAL) ATTEST: City Clerk Approved as to Form and Legal Sufficiency By: City Attorney STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me by ans as Mayor and Clerk, respectively, of the CITY OF VERO BEACK FLORIDA, on behalf of said City, this day of 12000. Notary Public My Commission Expires: Page 6 of 6 t7' 40 1:0;4CI1 01Wl LEGAL DESCRIPTION OF LAND El (PARCEL 1) A PARCEL OF LAND LYING IN SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RJVER COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST, PROCEED SOUTH $9.04'56" WEST ALONG THE NORTH LINE OF SAID SECTION 3, A DISTANCE OF 1998.33 FEET TO A POINT; THENCE SOUTH 03.30'11 " WEST, A DISTANCE OF 30.09 FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF AIRPORT DRIVE (AlK/A 34TH AVENUE, 90 FOOT RIGHT-OF-WAY), SAID POINT BEING THE POINT OF BEGINNING. THENCE CONTINUE ALONG SAID WESTERLY RIGHT -Of - WAY LINE SOUTH 09.51'49" WEST, A DISTANCE OF 39.81 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 1125.14 FEET AND A CENTRAL ANGLE OF 14.57'00";THENCE ALONG THE ARC OF SAID CURVE, A DISTANCE OF 293.58 FEET TO THE POINT OF TANGENCY; THENCE SOUTH 19r 21'57" WEST, A DISTANCE OF 82.11 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1825.86 FEET AND A CENTRAL .ANGLE OF 19.54'25"; THENCE ALONG THE ARC OF SAID CURVE A DISTANCE OF 634.34 FEET TO THE 'POINT OF TANGENCY; THENCE SOUTH 00.32'2$" EAST, A DISTANCE OF 43.37 FEET TO A POINT ON THE NORTH RIGHT-OF-WAY OF INDIAN RIVER FARMS DRAINAGE DISTRICT MAIN CANAL (300 FOOT RIGHT-OF-WAY); THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE SOUTH 69.31 "46" WEST, A DISTANCE OF 477.79 FEET TO A POIN"I: THENCE NORTH 17.40'00" WEST, A DISTANCE OF 467.50 FEET TO A POINC; THENCE NORTH 20.58'57" EAST, A DISTANCE OF 409.51 FEET TO A POINT; THENCE ?FORTH 00.23'00" WEST, A DISTANCE OF 290.75 FEET TO A POINT; SAID POINT BEING 30 FEET SOUTHERLY OF THE NORTH LINE OF SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST, THENCE NORTH 89-04'56" EAST ALONG A LINE BEING 30 FEET SOUTHERLY OF AND PARALLEL WITH SAID SECTION LIME. A DISTANCE OF 623.56 FEET TO THE POINT OF BEGINNING. 1w • • 40 (PARCEL 2) COMMENCING AT TIME NORTHWEST CORNER OF TRACT 5, SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST, AS SHOWN ON THE LAST GENERAL PLAT OF LANDS OF THE INDIAN RIVER FARMS COMPANY, FILED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT OF ST. LUCIE COUNTY, FLORIDA, IN PLAT BOOK 2 AT PAGE 25, SAID LANDS NOW LYING AND BEING IN INDIAN RIVER COUNTY, FLORIDA, RUN EAST, A DISTANCE OF 25 FEET TO THE POINT OF BEGINNING ON THE EAST LINE OF A 50 FEET RIGHT-OF-WAY OF 43RD AVENUE; FROM SAID POINT OF BEGINNING RUN SOUTH 00.17'40" EAST ALONG THE AFORESAID EAST RIGHT-OF-WAY, A DISTANCE OF 765.95 FEET TO A POINT WHICH IS 50 FEET DISTANCE NORTHERLY FROM, AT RIGHT ANGLES TO, THE NORTH RIGHT-OF-WAY OF THE MAIN CANAL OF THE INDIAN RIVER FARMS DRAINAGE DISTRICT; THENCE RUN NORTH 69.02'20" EAST ON A LINE PARALLEL TO AND 50 FEET FROM THE NORTH RIGHT-OF-WAY OF THE MAIN CANAL, A DISTANCE OF 2813.63 FEET; THENCE RUN NORTH 16.55'40" WEST, A DISTANCE OF 421.18 FEET: THENCE RUN NORTH 21.56'40" EAST, A DISTANCE OF 410.00 FEET; THENCE RUN NORTH 00. 16'00" WEST, A DISTANCE OF 293.70 FEET TO A POINT WHICH IS 30.06 FEET SOUTH OF THE. TOWNSHIP LINE BETWEEN TOWNSHIP 33 SOUTH AND TOWNSHIP 32 SOUTH, RANGE 39 EAST; THENCE RUN SOUTH 89.54'20" WEST ON A LINE WHICH IS 30 FEET SOUTH OF AND PARALLEL TO THE AFOREMENTIONED TOWNSHIP LINE, A DISTANCE OF 2666.10 FEET TO A POINT WHICH IS 25 FEET EAST OF THE WEST LINE OF TRACT 4 IN SAID SECTION 3. THENCE RUN SOUTH CO- 17'40" EAST, A DISTANCE OF 1314.0 FEET TO THE POINT OF BEGINNING. LESS AND EXCEPT THE FOLLOWING: A PARCEL OF LAND LYING IN SECTION 3, TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER FARMS COMPANY SUBDIVISION, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 2, PAGE 25, OF THE PUBLIC RECORDS OF ST. LUCIE (NOW INDIAN RIVER) COUNTY, FLORIDA. SAID PARCEL DESCRIBED AS FOLLOWS: BEGIN AT THE INTERSECTION OF THE EAST RIGHT-OF-WAY LIFE OF 43RD AVENUE (A 50 FOOT RIGHT-OF-WAY) AND THE SOUTH RIGHT-OF-WAY LINE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3, THENCE SOUTH 89.45'39" EAST, ALONG SAID SOUTH RIGHT-OF-WAY LINE, A DISTANCE OF 730.78 FEET; THENCE SOUTH 00. 14'21 " WEST, A DISTANCE OF 876.82 FEET; THENCE SOUTH 89.45'39" EAST, A DISTANCE OF 414.56 FEET; THENCE SOUTH 63.53'0.1" EAST, A DISTANCE OF 476.06 FEET, MORE OR LESS, TO A POINT ON THE. WESTERLY LINE OF A 66 FOOT DRAINAGE EASEMENT AS RECORDED IN OFFICIAL RECORD BOOK 210, PAGE 53 I, OF THE PUBLIC RECORDS OF INDIAN RIVER COUNTY, FLORIDA: THENCE SOUTH 18.5'26" EAST, ALONG SAID WESTERLY LINE, A DISTANCE OF 386.46 FEET; THENCE SOUTH 69.2"53" WEST, A- 2 Sys ALONG ALINE WHICH IS 50 FEET NORTH OF, AS MEASURED AT RIGHT ANGLES TO THE NORTH RIGHT_OF-WAY LINE OF THE INDIAN RIVER. FARMS WATER CONTROL DISTRICT MAIN RELIEF CANAL, A DISTANCE OF 1806.38 FEET, TO A POINT ON THE AFOREMENTIONED EAST RIGHT-OF-WAY LINE OF 43RD AVENUE, THENCE NORTH 00-W47" EAST, ALONG SAID RIGHT-OF-WAY LINE, A DISTANCE OF 2044.26 FEET, TO THE POINT OF BEGINNING. A- 3 C