INTERLOCAL AGREEMENT FOR LEESVILLE BRANCH LIBRARY BETWEEN CITY OF RALEIGH, NORTH CAROLINA AND WAKE COUNTY, NORTH CAROLINA

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1 DRAFT INTERLOCAL AGREEMENT FOR LEESVILLE BRANCH LIBRARY BETWEEN CITY OF RALEIGH, NORTH CAROLINA AND WAKE COUNTY, NORTH CAROLINA Dated as of, 2008

2 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT is dated as of, 2008 (the Agreement ), and is between the CITY OF RALEIGH, NORTH CAROLINA (the City ), a municipal corporation chartered and operating under the laws of the State of North Carolina, and WAKE COUNTY, NORTH CAROLINA (the County ), a public body politic and a political subdivision of the State of North Carolina. RECITALS: The County has expressed an interest in constructing a new branch of the County s public library system in the Leesville area of Raleigh. The City has expressed a willingness to provide real estate to the County for the construction of the branch library at the planned Leesville Community Park, and to otherwise assist the County in this project. The City and County have also discussed the shared use and development of infrastructure ( shared facilities ) associated with co-locating the County s branch library and City s planned park elements. The parties are entering into this Interlocal Agreement in order to memorialize general terms and conditions for developing such facilities on a parcel of land owned by the City of Raleigh located on Country Trail and containing approximately 55 acres more particularly described on Exhibit A (the Property ). NOW THEREFORE, for and in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows: ARTICLE I TERMS OF PROJECT AGREEMENT 1.1. Agreement To Work Cooperatively. The County and the City agree to work cooperatively and in good faith and with all due diligence to provide for and carry out the planning, design, construction and operation by the County of a branch library and eventual development by the City of park elements on the Property to be referred to herein as the Project Agreement To Lease Property. (a) In furtherance of their mutual objectives, the City and County agree to execute a lease agreement prior to commencement of construction whereby the City leases to Wake County for a term of 99 years a portion of the Property, situated on Country Trail in Raleigh, North Carolina, suitable to accommodate a branch library, parking, and associated regulations for stormwater management and other site requirements. The lease area and the lease terms and conditions shall be mutually agreed to and reduced to a formal Lease Agreement among the parties. It is estimated at this time that the lease area will be approximately 3 acres to be Page 2 of 15

3 described in the Lease Agreement by a map attached as an exhibit depicting the preliminary lease area.the lease area shall be more precisely defined by survey and incorporated into the Lease Agreement by Amendment upon completion of construction of the Project. Maps depicting the preliminary lease area are attached hereto as Exhibits C-2 and C-3. In addition to the leasehold interests described above, the City does hereby grant unto the County, the right of ingress and egress to the lease area across the adjacent land of the City utilizing vehicular drives and parking improvements constructed as a part of the Phase One improvements. The vehicular drives and parking areas to be constructed as a part of Phase One shall be jointly used by the City and County. The City and County agree to work cooperatively on the design and development of the Property to insure its suitability for their intended purposes, including conformance with applicable development standards and land use regulations. (b) Notwithstanding the foregoing, the County s performance of its obligations under this Agreement is contingent upon a determination by the County that the Property is suitable and feasible for the Project. If the County desires to terminate this Agreement because it deems the Property unsuitable for the construction of the Project, then the County shall notify the City in writing at which time this Agreement shall be terminated and of no further effect. Upon such termination the City and County shall terminate any lease agreement which may have been executed between the parties for the Property. (c) Within sixty (60) days of the execution of this Agreement by the parties, the City will deliver to the County, a proposed lease for the Property (the Lease ). (d) As consideration for the lease of the Property, the County shall convey to the City an approximate 2.66 acre County-owned parcel ( County parcel ), further described in Exhibit B attached hereto. The County parcel fronts Country Trail and will be recombined with the City s 55-acre park property. The approximate 2.66acre County parcel has an appraised value of $450,000. (e) The Lease will include a provision allowing the City to terminate the Lease if the County has not awarded contract(s) for the construction of the branch library on the Property by December 31, (f) The Lease will include a provision allowing the City to terminate the Lease if at any time the County uses the Property for a purpose other than a branch library and reasonably related accessory uses. The lease provision concerning termination will exclude uses necessitated by the North Carolina Emergency Management Act or uses or needs contemplated by Article 36A of Chapter 14 of the North Carolina General Statutes. (g) Should the lease be terminated as provided for in Paragraph 1.2 (b) and (e), above, the City will either reconvey the 2.66 acre County parcel back to the County or pay to the County the appraised value of the County parcel in the amount of $450,000. Page 3 of 15

4 1.3 Design, Construction and Operation of Project (a) The current intent of the parties is to co-locate on the Property a branch library building containing approximately 8,500 square feet, various park elements and approximately 50 parking spaces dedicated primarily for use by library patrons. The branch library will be designed and constructed in conjunction with various park elements such as trails and a playground. Additional parking spaces will be built adjacent to the library spaces, to create one shared parking lot of approximately 100 spaces. These components will constitute the initial phase (Phase One) of the overall Leesville Park plan as generally depicted on Exhibit C-1 attached hereto. As part of Phase One scope, the City and County agree to jointly design and construct certain elements of infrastructure including but not limited to water, sewer, gas, electrical, phone, fiberoptics, cable TV, vehicular drives, parking, sidewalks, stormwater management structures and landscaping which will be shared in a manner to be mutually determined, the scope of which will be more precisely defined upon completion of the design development phase of the project. The City hereby agrees to allow the County to construct certain facilities on the Property outside the proposed lease area as described above. (b) The County agrees to furnish and operate the branch library, once completed, including (but not limited to) taking full responsibility for such matters as security, building and grounds maintenance, utility service costs, staffing during hours of operation, management of the library facilities and provision of library services. The City agrees to furnish and operate all park elements, once completed, including (but not limited to) taking full responsibility for such matters as security, building and grounds maintenance, utility service costs, staffing during hours of operation, management of the park facilities, and provision of park services. Maintenance of shared facilities shall be defined in a subsequent Joint Use Agreement which shall be finalized and executed prior to the date of the Project Architect s certification that the branch library is substantially complete. (c) In accordance with the following documents, the City and County agree to share on a 50/50 basis the cost of the items listed below related to Phase One of the Site Master Plan: Master Plan adopted by City Council dated May 2, 2007 (Exhibit C-1) Updated Site Development Master Plan dated December 5, 2007 (Exhibit C-2) Phase One Utility Plan dated December 5, 2007(Exhibit C-3), : Professional Services Boundary, topographic and utility surveys for the Project Tree conservation surveys and plat recording Recombination, subdivision, easement, wetland, stream buffers and similar surveys and plat recording Subsurface investigations and geotechnical report for the Property Page 4 of 15

5 Environmental Assessment(s) of the Property if necessary Preparation of a Site Utility Master Plan Preparation of a Pedestrian Circulation Plan Preparation of Conceptual Design for future City of Raleigh Community Center Construction Access drive onto the site from Country Trail to shared parking area Shared parking areas Main exterior facility sign Storm water management structures and devices that are sized for Phase One of the Site Master Plan, as previously defined. Utility extensions to mutually agreeable locations on the Property, including the following: Private sanitary sewer service line serving the branch library and proposed future City community center and main public sewer line extension from this intersection to existing manhole at current terminus of Hilburn Drive Water service Natural gas service Three-Phase Power service Fiber optic cable Fees, Assessments and Regulatory Charges Those fees and charges levied against the Project that are for the mutual benefit of both parties. (d) Professional services fees for planning, design and administration of bidding, construction, closeout and warranty services attributable to each parties respective construction items shall be determined in accordance with the contract fees negotiated with design consultants. (e) Development fees, including all municipal impact and regulatory permitting fees shall be determined based on the ratio of the County s leased area (3 acres) described in Article 1.2 Paragraph (a) to the total site acreage used for fee calculation (assume 20 acres) per the following example: 3/20 = This ratio would then be applied to the fees calculated for the entire site to determine applicable fees to be assessed to the County for construction of the Library and associated parking. (f) The County agrees to begin work on the preliminary design of the Project within fifteen (15) days from the date of execution of this Agreement. The Project is currently planned to be built in several phases. The initial phase will include infrastructure extensions to the Property, site work, construction of certain City approved park elements, the branch library, and related parking. Any plans, drawings or other design products prepared as a part of the design of the shared part of the Project will be jointly owned by the City and County. It is agreed to by Page 5 of 15

6 the parties that regardless of the contributions by either party to the overall Project, each party shall have full discretion as to the design and construction of their respective building or site components so long as the parties mutually agree that they are compatible with each other. The County shall be the contracting agency for Initial Phase One design and construction including infrastructure extensions to the Property, site work, construction of the branch library and City park elements and related parking. The County and the City agree to work cooperatively regarding matters of planning, permitting, design and construction of the Project. The construction contracts awarded by the County will be itemized to clearly identify those costs associated with the shared facilities and the City park elements. (g) Future phases of the Leesville Community Park Master Plan are proposed to include a Community Center, picnic areas, additional trails, other amenities and associated parking. Preliminary conceptual design studies will be developed for the City s proposed future Community Center as a part of the Phase One Schematic Design phase. These studies will culminate in a proposed plan that will establish a guideline for the building footprint, vertical massing of the facility and shared site design for purposes of defining and integrating the character of its design with the character of the library, so that the design of both buildings complement one another on the site. At such time in the future that the Community Center project is implemented, the County will be afforded the opportunity to review design studies and plans for the Community Center and surrounding site as the design is developed. (h) The County Capital Improvement Program includes the below listed funding for design, construction, furnishings, equipment and books for the planned Leesville Branch Library. Development Costs $3,635,670 Reading Materials/Books $ 889,733 (i) The City agrees to provide funding for the design and construction of the shared facilities and initial phase park elements in an amount, time and manner consistent with the County s plans for construction of the Project. The City shall reimburse the County with funding to cover the City s share of the costs associated with the design and construction of the shared facilities and park elements constructed by the County. It is understood that the City has committed $1,000,000 in City Capital Improvement funds to this project. The schedule of reimbursement from the City to County is as follows: Funding Amount Date City Provides Funds to County 100% of City s Share of Schematic Professional Services March 1, % of City s Share of Final Design Services September 1, % of City s Share of Initial Construction Costs September 1, 2008 or Prior to Award of Construction Contract (whichever is later) Page 6 of 15

7 Upon completion of construction and certification by the Project Architect that the branch library and other improvements constructed as a part of Phase One are substantially complete, the City s share of final design and construction costs shall be determined and agreed upon by both parties. The City shall make payment to the County within 30 days of notification by the County to the City of the final costs due. (j) Once the Project is operational, the County will have administrative control over the branch library, and the City will have administrative control over the park elements when completed. The parties will cooperate on matters of mutual concern, including such matters as hours of operation, maintenance of common shared areas and other matters which may arise. Prior to the Project Architect s certification that the branch library is substantially complete, both parties agree to enter into a Joint Use Agreement supplementing this agreement to set forth the terms and conditions associated with the operation and maintenance of the parking areas and other shared areas constructed by the County. ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES 2.1 The County and the City each represent, covenant and warrant for the other's benefit as follows: (a) Each party has all necessary power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement, and this Agreement has been properly authorized by the party s governing body. This Agreement is a valid and binding obligation of each party. (b) Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with its terms and conditions, nor the consummation of the transactions contemplated by this Agreement, results in a breach of the terms, conditions and provisions of any agreement or instrument to which either is now a party or by which either is bound, or constitutes a default under any of the foregoing. (c) To the knowledge of each party, there is no litigation or other court or administrative proceeding pending or threatened against such party (or against any other person) affecting such party s rights to execute or deliver this Agreement or to comply with its obligations under this Agreement. Neither such party s execution nor delivery of this Agreement, nor its compliance with its obligations under this Agreement, requires the approval of any regulatory body or any other entity the approval of which has not been obtained. (d) No party has dealt with any real estate broker or brokerage firm regarding the transactions contemplated by this Agreement, and no person or firm has a claim for real estate commissions arising out of the sale of the Property. Page 7 of 15

8 (e) To the best of the City s knowledge, there are no disputes concerning the boundaries of the Property or concerning the location of such Property lines and corners. (f) To the extent permitted by law, the City and the County will and hereby agree to indemnify and save one another harmless against and from all claims, by or on behalf of any person, firm or other legal entity, arising from this Agreement and attributed to the action or inaction of the respective agents of each party. ARTICLE III MISCELLANEOUS 3.1 Authority; Term. The parties are entering into this Agreement pursuant to the statutory authority authorizing interlocal agreements, N.C.G.S. Sections 160A-460 to 464. This Agreement will remain in effect until June 30, 2027, and will remain in effect thereafter until cancelled by either party with at least six months notice. 3.2 Governing Law. The parties intend that this Agreement will be governed by the law of the State of North Carolina and venue for any legal action shall be the courts of Wake County, North Carolina. 3.3 Notices. (a) Any communication required or permitted by this Agreement must be in writing except as expressly provided otherwise in this Agreement. (b) Any communication under this Agreement will be sufficiently given and deemed given when delivered by hand, by confirmed facsimile transmission or by Federal Express or similar express delivery service, or on the date shown on a certified mail delivery receipt, when addressed as follows: (i) If to the City: Manager, City of Raleigh Post Office Box 590 Raleigh, NC With a copy, which shall not constitute notice, to: City Attorney City of Raleigh PO Box 590 Raleigh, NC Page 8 of 15

9 (ii) If to the County: County Manager, Wake County Post Office Box 550 Raleigh, NC With a copy, which shall not constitute notice, to: County Attorney Wake County PO Box 550 Raleigh, NC (c) Any addressee may designate additional or different addresses for communications by notice given under this Section to the other parties. 3.4 Severability. If any provision of this Agreement will be determined to be unenforceable, that will not affect any other provision of this Agreement. 3.5 Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with respect to its general subject matter. This Agreement may not be changed except in writing signed by all the parties. The parties acknowledge that the executed lease shall supersede the terms of this Agreement in the event of a conflict. 3.6 Assignments; Binding Effect. No party may sell or assign any interest in or obligation under this Agreement without the prior express written consent of the other party. Subject to the specific provisions of this Agreement, this Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 3.7 Further Assurances; Corrective Instruments. The City and the County agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Property, or for otherwise carrying out the intention of this Agreement. 3.8 Liability of Officers and Agents. No officer, agent or employee of any party will be subject to any personal liability or accountability by reason of the execution of this Agreement or any other documents related to the transactions contemplated hereby. Such officers, agents, or employees will be deemed to execute such documents in their official capacities only, and not in their individual capacities. This Section will not relieve any such officer, agent or employee from the performance of any official duty provided by law. 3.9 No Third-Party Beneficiaries. There are no entities which are, or which are intended as, third-party beneficiaries of this Agreement. Page 9 of 15

10 3.10 Counterparts. This Agreement may be executed in several counterparts, including separate counterparts. Each will be an original, but all of them together constitute the same instrument Allocation of Personnel. The County Manager and the City Manager will allocate personnel to the purposes outlined in this Agreement to the extent required to complete the obligations of this Agreement Method of Financing. The County and City will finance their obligations stated in this Agreement in accordance with their normal appropriations processes and procedures Exhibits. The following exhibits shall be incorporated by reference into this Agreement: (1) Exhibit A: Description of Property; (2) Exhibit B: County-parcel; (3) Exhibit C- 1: Site Master Plan; Exhibit C-2 Phase One Utility Plan [This page has been left blank intentionally.] Page 10 of 15

11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in their corporate names by their duly authorized officers, all as of the date first above written. CITY OF RALEIGH, NORTH CAROLINA By: Mayor ATTEST: By: City Clerk [City Seal] This instrument has been preaudited in the manner required by The Local Government Budget and Fiscal Control Act. Finance Officer City of Raleigh, North Carolina This instrument is approved as to form and legal sufficiency. City Attorney WAKE COUNTY, NORTH CAROLINA By: Chairman, Board of Commissioners [Seal] ATTEST: Clerk, Board of Commissioners This instrument has been preaudited in the manner required by The Local Government Budget and Fiscal Control Act. Finance Director Wake County, North Carolina This instrument is approved as to form and legal sufficiency. County Attorney Page 11 of 15

12 Exhibit A Property Description Page 12 of 15

13 Exhibit B County Parcel Page 13 of 15

14 Exhibit C-1 Site Master Plan Page 14 of 15

15 Exhibit C-2 Site Master Plan Phase One Development Page 15 of 15