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INTERLOCAL AGREEMENT TO RENOVATE AND EXPAND THE CAPITOL THEATREInterlocal Agreement T�is agreement made and entered into this day of 2012, by and between the City of Clearwater, a municipal corporation of the State of Florida, hereinafter referred to as the "CITY" and Pinellas County, a political subdivision of the State of Florida, hereinafter refened to as the "COUNTY". WITNESSETH: WHEREAS, the Capitol Theatre located on City-owned property addressed at 403 Cleveland Street, Clearwater, Florida, is an integral component to Cleaxwater's downtown business district and plays a critical role in the economic health and future improvement of the Cleveland Street corridor; and WHEREAS, the City is planning a project (Project) to renovate and expand the Capitol 'Theatre; and WHEREAS, the Project will impact portions of nearby rights-of-way and nearby County- owned property currently used for County employee parking; and WHEREAS, the City has passed and adopted Ordinance 8363�12 (Ordinance), vacating certain portions of right-of-way subject to certain conditions contained therein; and WHEREAS, conditions in the Ordinance potentially impacting the County are further described herein and the Ordinance is subject to the perf4rmance and satisfaction of said conditions; and WHEREAS, the City has requested that the County coordinate with the City on the transfer of real estate interests and the modification to County property, currently used for parking, as may be necessary to facilitate the Project. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by the parties hereto as follows: 1. PURPOSE The purpose oithis Interlocal Agreement is that the City and the County coordinate to provide for the City's administration of the Project. And by approval of this Agreement, City's council authorizes City staff to execute and administer all agreements necessary in the administration of this Project and under this Agreement. 2. RIGHT-OF-WAY VACATIONS Portions of right-of-way described in E�ibit "A" (Alley A) and Exhibit "B" (Alley B) attached hereto and by this reference, incorporated herein, have been vacated by the passage and adoption of Ordinance 8363-12 by the City Council. 3. COUNTY RESPONSIBILITIES The County agrees to: a. Convey a non-exclusive easement to the City, subject to the County's reversionary interest applicable in the event the City does not move forward with the Project herein, over the property described in Exhibit "C," which is adjacent to County land that will be conveyed to the City, attached hereto and by this reference, incorporated herein, for use of said property as a public right-of-way under the jurisdiction of the City of Clearwater and for use as a utility corridor for public and private utilities. Any costs of relocation for City or private utility providers' facilities shall be at the City's sole expense. b. Convey any and all interest, right and title to that certain property described in Exhibit "D" attached hereto and by this reference, incorporated herein, via Cou.nty deed subject to County's reversionary interest applicable in the event the City does not move forward with the Project herein. c. The City's retention of an existing utility easement over Alley B providing for the City's continued use, maintenance and replacement of an existing sanitary line and existing gas distribution line. d. The City's retention of an existing utility easement over Alley B providing for Florida Power Corporation d/b/a Progress Energy, Inc. and Knology Broadband of Florida, Inc. to retain rights to utilize said property as a utility corridor as each entity has enjoyed immediately prior to the adoption of the Ordinance. e. The County will participate in the development review process as it relates to approval of construction plans for the modification of the County's parking lots, which are impacted by the City's project as further described herein. The County shall promptly respond to the City's questions, and the County shall not unreasonably withhold its approval during the aforementioned development review process. 4. CITY'S RESPONSIBILITIES The City agrees to: a. Construct improvements to the Capitol Theatre and to the County's parking lots, including any impacted portions of vacated rights-of-way, ensuring that the County will remain with the same number of on-site parking spaces as prior to the City's Project, in accordance with a11 applicable rules and regulations of regulatory authorities with jurisdiction. b. The City retains a utility easement as referenced in sections 3(c) and (d) above for the continued use, maintenance, repair and replacement of existing utility infrastructure by the City of Clearwater, Progress Energy, and Knology over the property depicted in Exhibit "B." Any costs incurred in relocating and/or restoring such utility infrastructure located under the easement retained by the City depicted in E�ibit "B" shall be at each respective utility owner's expense and will survive the term of this agreement. The County sha11 not, at any time, be responsible for any costs associated with the use of this easement as a utility corridor by the City, Progress Energy or Knology. c. The City shall not procure the services of a contractor for the Project until first receiving written approval by the County of the construction plans and specifications for the proposed work. d. Complete the rnodification to the County parking lots in accordance with all applicable rules and regulations of regulatory authorities with jurisdiction and in accordance with constructian plans approved by the County. As a result of the City's Project, parking lat modifications must include an asphalt overlay of the entire County parking lot, excluding the area of existing brick pavers, prior to any restriping of parking spaces. 2 e. Provide temporary parking for County employees at the City Hall parking lot located at 112 S. Osceola Avenue, only under the following circumstances, and the City shall provide to the County, at no cost, the number of parking spaces displaced by the City Project for the duration of said displacement: i. When the reconstruction/modification to the impacted County parking lot is disturbed due to the City's Project. ii. When, from time to time, Alley B is disturbed due to utility work. This condition shall survive the term hereof and is revocable by either party without cause upon thirty (30) days notice to the other party. f. Provide the County a license for its employees to use, Monday through Friday from 8am— 6pm, excluding Federal Holidays, ten (10) designated parking spaces located in a portion of City Parking Lot 17, which is located on the southeast corner of South Fort Harrison Avenue and Court Street. The License shall survive the term of ihis agreement, so long as the termination clauses within the License are not exercised. 5. TERM The term of this Agreement shall be for a period of eighteen (18) months, commencing on the Effective Date. This term may be extended with written request from the City and written approval from the County's Director of Rea1 Estate Management. Obligations u.nder this Agreement, which by their nature should survive, including, but not limited to any and all obligations relating to record retention, parking indemnification, maintenance and � operation, temporary parking due to utility work displacement, and easements will remain in effect after termination or expiration of this Agreement. 6. INDEMNIFICATION The County and City agree to be fully responsible for their own acts of negligence, or their respective agents' acts of negligence when acting within the scope of their employment, and agree to be liable for any damages resulting from said negligence only to the extent permitted by Section 768.28, Florida Statutes. In the event the City procures consultants or subcontractors for the performance of any service herein, the City shall have that consultant/contractor name Pinellas County as an additional insured. Nothing herein is intended to nor sha11 it be construed as a waiver of any immunity from or limitation from liability that the County and City are entitled to under the doctrine of sovereign immunity (Section 768.28, Florida Statutes). Nothing herein shall be construed as consent by the County or City to be sued by third parties in any manner arising out of this Agreement. 7. OFFICIAL NOTICE All notices required by law and by this Agreement to be given by one (1) party to the other shall be in writing and shall be sent to the following respective addresses: COUNTY: Pinellas County Department of Real Estate Management Attn: Real Property Division 509 East Ave. Clearwater, FL 33756 Telephone: (727) 464-3496 CITY: City of Clearwater Rod Irwin, Asst. City Mgr. for Econ. Development P.O. Box 4748 3 Clearwater, FL 33758-4748 Telephone: (727) 562-4040 8. ASSIGNMENTS Neither the County, nor the City shall assign the responsibility of this Agreement to another party, without prior written approval of the other party. 9. AMENDMENTS No amendments to this Agreement may be made without prior written approval of the parties. 10. GOVERNING LAW AND VENUE The laws of the State of Florida shall govern this Agreement, and appropriate venue shall be Pinellas County, Florida. 11. SEVERABILITY The terms and conditions of the Agreement shall be deemed to be severable. Consequently, if any clause, term, or condition hereof shall be held to be illegal or void, such determination shall not affect the validity or legality of the remaining terms and conditions, and notwithstanding any such determination, this Agreement shall continue in full force and effect, unless the particular clause, term, or condition held to be illegal or void renders the balance of the Agreement impossible to perform. 12. ENTIRE AGREEMENT This document embodies the whole agreement of the parties. There are no promises, terms, conditions, or allegations other than those contained herein and this document shall supersede all previous communications, representations, and/or agreement, whether written or verbal, between the parties hereto. This Agreement may be modified only in writing executed by all parties. 13. EFFECTIVE DATE This Agreement shall be effective upon execution by both parties and upon filing of the Agreement with the Pinellas County Clerk of the Circuit Court. � IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first written above. CITY OF CLEARWATER, FLORIDA Countersigned: -- � P,� � e � C�'P �Q l�'-vS George N. Cr�jekos Mayor � � _ as to Assistant City Attorney ATTEST: By: Print Name: Print Title: Ken Burke Clerk of Circuit Court By: iN l.!�.�.ci,�,... i3. �+�.cs.c.,�.e�`� William B. Horne II City Manager Attest: � �a.L�c; ��a.,� � Rosemarie Call v City Clerk � TNE /�i� -�� �\� 0 % PINELLAS COUNTY, FLORIDA By and through its Board of County Commissioners I:• Print Name: Print Title: S (SEAL) s�a�e � � = 30' Y+ �HIB IT "A" This is not o survey � v � � � � 1'1.� .:. fl �� 4) � � h � � O Legal Descripdon: Cleveland St�eet 78' Right-of-Wcry �-- (-- J.� Duvey � ( E� AI. Resubdivision � Hillsborottgh Plat Bovk 1►, PagB 87 I . � � B 1 O � I a• C K wsw � � 8 lT Alley Way Vacation described as follows: NCiRTH — — � — s Sawk Ri�qM-of Wny � � 17't2iley The porE�on of the IT alley lying South of L�i 7, and the wsst Al .34' of Lot b, B�ock B, properties described �n.ihe-piattxtled "3.�L.-1]1�i18Y,ET. Ai.. ItESL1SDIi�IS�()�i-"�located-er�_P-lat.�aak--1,-Page-$7�-tbe�ublic- Rec�r.ds_4f�lillsha�nugh C.ounty, �L, .of which.Pinellas..Caunty was%rm�tl�a �rr_ CITY OF CLEARWATER� FLOi ENGINEERING QEPARTMEN � .� 3 L � tEC�u. sic�rcr+ �x � ' 'iE T u0�01r 17' ALLEY WAY VACAl10N �� � e/2s�/2cnz A 7HE CAPiTOL THEATRE STAIE OF i1.01M6/1' Scale 1u = .60• EXHIBIT "B" This is � a survey � � ?� �x x �� Q n�orr-�-rH �-- -- -- ---� l7'AtJey � I T'Atley — — — — — —� 8 � � � ' 9 $ � � � Joh�r R Davey E� Al. Resubdivision �o � $ z� I Block ��g„ � t � — i N — — 11 — — $ 20 ry I I I I 1z 19 Legal Descripriun: 28' Alley Vacation described as foltows: � � � � D3 .� �s �s a �� 0 � � �L � The 2$' alley lying West of Lots.2l, 22 and 23 of Block B, properties describe� in the plat titled "JOHN R. DAVEY, ET. AL. RESUBDIVISI4N" Iocated in Plat Book l, Page 87 of the Publi� Records of Hillsborough County, FL, of which Finellas Counry was formerly a part. Sco% 7H = 6a� EXHIBIT ����� This is no a survey NORTH l-�__ __ ---.- --� ,r.�u� t5B.7 _ _ _ I hiorth 12 0# Lot 8, g � � 23 Block "�' ( � I 9 �I �� � � � Joha It. � ? �� E� Al. �r �o � � ~'z �h I Block � I V ( N —' 11 — — � � h °O I N ' 12 Lagal Qsscriptibn: l2' Right-of-Way Fasemra�t described as follaws: Davey �Resubdivision ( 21 � ~�'• I � t9 n� � � � > � o� � �� �� �+a � � �'�Y � The North 12' of Lot 8 vf Block B, a property described in the plat titled "JQHN R DAYEY, ET. AL. [tESUBDIVISION* located in Plat Book I, Page 87 of the Public Records of Hillsborough County, FL, of which Pinellas Couniy was fom3erly a part. Sco/e 1" = 30� EX�IB�T ��� � This is � a survey N � � N � �� � � O '.,+a �, � � � U h � � � Legal Deseription: Cleveland Street �s � R�ghr.�.� way � ( rJ.R Drrvey r � r ( Et A� Resubdivision ( Hillsboroug�i Plat Book I, Page 87 { 7 6 ( B �. Q Cr � �B� � � 48' � 41.34' Nor[h 8.S' of the Yacuted Altey 89.3�4' 8.3' 0 NORTH --�._ S SoutA HigJxwf Way � � 17' Alley The SouEI� $.5' of the vacated 17' alley lying 5outh of Lot 7, and ihe west 4134' of Lot 6, Bloek B, properties described in the plat titled "J.R. DAVEY, ET. AL. RESUB�NIStON" located in Plat Book l, P�e$7-c��-P-�►h�i�-R�c�s��ls�o�+g#�eu��;-�,;�c�€�v�ii�-i-'�l�as�� v�+as-�'e�r��+$-par�: