COUNTY COMMISSION BALDWIN CO UNTY

MEMBERS 312 Cou rthouse Square, Suite 12

BAY M INETTE, ALABAMA 36507 (25 1) 937-0264

DISTRICT 1. JAMES E. BALL

The Honorab le Robe1i Craft Mayor City of Gulf Shores Post Office Box 299 Gulf Shores, Alabama 3654 7

Fax (251 ) 580 -2500

www.baldwincountya l .gov

March 19, 2019

2. JOE DAVIS, Ill 3. BILLIE JO UNDERWOOD 4 CHARLES F. GRUBER

RE: First Amendment to the Foley Beach Express Agreement to Allow a Signalized Full Access Median Crossover at County Road 8

DearMayor Craft:

The Baldwin County Commission, during its regularly scheduled meeting held on March 19, 2019, authorized me, as Chairman, to execute the enclosed Indemnity and Hold Harmless Agreement between the City of Gulf Shores and Baldwin County related to the First Amendment to the Foley-Beach Express Agreement and the construction and use of a signalized full access median crossover at County Road 8.

If you have any questions or need fu1iher assistance, please do not hesitate to contact me at (25 1) 972-6833 or Joey Nunnally, County Engineer, at (25 1) 937-0371.

CFG/met Item IA2

cc: Joey Nmmally Lisa Sangster

ENCLOSURE

Sincerely,

~~N-CHARLES F. GRUBER, Chairman Baldwin County Commission

(BALDWIN COUNTY IS AN EQUAL OPPORTUNITY EMPLOYER M/F}

INDEMNITY AND HOLD HARMLESS AGREEMENT

This Indemnity and Hold Harmless Agreement ("Indemnity Agreement") is entered into by and between the City of Gulf Shores, Alabama, a municipal corporation under the laws of the State of Alabama ("City"), and Baldwin County, Alabama, a political subdivision of the State of Alabama ("County'').

WHEREAS, the City has requested the approval for the construction of a median crossover and intersection improvements at the intersection of County Road 8 and the Foley Beach Express as part of a City of Gulf Shores' development initiative related to the construction of a school and other related projects on County Road 8 (sometimes referred to herein as the "County Road 8 Project"); and

WHEREAS, the City has and does by this Agreement hereby represent to the County and the Baldwin County Bridge Company, LLC, an Alabama limited liability company ("BCBC"), that the proposed improvements contemplated by the County Road 8 Project would be needed regardless of any future projects which may be contemplated by the Alabama Department of Transportation, including any other planned bridge projects across the Intracoastal Waterway; and

WHEREAS, the City has and does hereby also represent to the County and BCBC that the intended purpose of the County Road. 8 Project is not related to the new bridge that the Alabama Department of Transportation is planning to construct over the Intracoastal Waterway approximately 1.1 miles to the West of the existing BCBC bridge and that the County Road 8 Project is not designed or intended to divert traffic away from the existing BCBC bridge to the planned ALDOT bridge referenced herein; and

WHEREAS, based on the request and representations made by the City, the County has agreed to enter into that certain First Amendment to the "Foley-Beach Express" Agreement in order to allow the construction of the proposed County Road 8 Project; and

WHEREAS, the City has agreed to indemnify and hold harmless the County from any and all claims, demands, losses, actions or causes of action related to the County's participation in the First Amendment to the "Foley-Beach Express" Agreement and the construction and use of the County Road 8 Project.

WITNESSETH:

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Indemnity and Hold Harmless Agreement, the City and County hereby agree as follows:

1. The recitals and representations made by the City set forth above are hereby incorporated as part of this Agreement.

2. Based on the request and representations made by the City to the County and BCBC, the County will agree to execute the First Amendment to the "Foley-Beach Express" Agreement, a copy of which is attached hereto as Exhibit A.

1

3. To the fullest extent allowed by law, the City shall indemnity and hold the County and its commissioners, officers, directors, employees and representatives (collectively herein, "County") harmless from and against any and all claims, demands, liabilities, damages, losses, judgments, costs and expenses including, without limitation, attorneys' fees and costs, for any and all personal injury (including death), property damage or any other damage or injury of any kind or nature whatsoever, incurred by, asserted against, or imposed upon the County, arising from or related to the acts, errors or omission of the City or County arising from or related to the representations made by the City to the County and BCBC referenced above, the execution of and participation in the First Amendment to the "Foley-Beach Express" Agreement attached hereto as Exhibit A and the construction and use of the County Road 8 Project.

4. Each party agrees that said party will, without further consideration, execute and deliver such other documents and take such other action, whether prior or subsequent to execution, as may be reasonably requested by the other party to consummate more effectively the purposes or subject matter of this Amendment.

5. In the event that any of the provisions, or portions thereof, of this Agreement shall be held void or unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected thereby.

6. This Agreement may be executed in one or more counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one (1) such counterpart in proving this Agreement.

SIGNATURE PAGES TO FOLLOW

2

Attest:

RONALD J. CINK Budget Director

STATE OF ALABAMA )

COUNTY OF BALDWIN )

BALDWIN COUNTY COMMISSION

By: C' 9---J,. ~ 1&.-J.--CHARLES F. G UBER Its Chairman

·. ·. ·

I, ~a, i:, ~~ , a Notary Public, in and for said County in said state, hereby ce ify that CHARLES . RUBER, whose name as Chairman of the Baldwin County Commission, and RONALD J. CINK, whose name as Budget Director, are signed to the foregoing instmment and who are known to me, acknowledged before me on this day that, being infmmed of the contents of the instrument, they, as such officers and with full authority, executed the same voluntarily for and as the act of said County Commission.

Given under my hand and seal this J~ay of fY'.urc..h , 2019.

Notary Public, Baldwin Count My Commission Expires: .,~ ... -~-!!!!-~"'~--~!:!!!!~!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!~

i: / .<:~·:.>:\ MONICA E TAYLOR

L2:5.::ii;L.._:~;.:u;:~~-:.iiij iiiiiiiiMyOiZiiii~iiiiobe;;;;;miS;;;;;. rs_:._~.~-1 · .. res;;;;;;;;;;;;;il

\' \ ' I .. • :,'!

,' •''

_, ·-." . 4

.,~ ' ,/ .... \

• I •' • \ \\ ' , . ! i \ \ \

Attest:

WANDA PARRIS City Clerk

STATE OF ALABAMA )

COUNTY OF BALDWIN )

Cn OF GULF SHORES, ALABAMA

By f<M~ ROBERT CRAFT Its Mayor

I, ~bl vJo'"t ers , a Notruy Public, in and for said County in said state, hereby certify that ROBERT CRAFT, whose name as Mayor of the City of Gulf Shores, Alabama, and WANDA PARRIS, whose name as City Clerk, are signed to the foregoing instrument and who are known to me, acknowledged before me on this day that, being infmmed of the contents of the instrument, they, as such officers and with full authority, executed the same voluntarily for and as the act of said City.

Given under my hand and seal this 13_ day of fnO..IOl , 2019. • . . ·:'"·:: :~j-:," :;,_- .~·"':

~b; '1[cJ1JiA, c Notary Public, Baldwin County, Alabama My Commission Expires: _____ _

3

TOBIWATeRS.: Notary Public, Alabama State At Large My Commission Expires Aug. 16, 2020

EXHIBIT

lA FIRST AMENDlviENT TO THE "FOLEY -BEACH EXPRESS" AGREEMENT

This First Amendment ("First Amendment") is entered into by and between the City of Foley, Alabama, a municipal corporation under the laws of the State of Alabama ("City"), Baldwin County Bridge Company, L.L.C., an Alabama limited liability company

("BCBC"), and Baldwin County, Alabama, a political subdivision of the State of Alabama ("County"), amending the "Foley-Beach Express" Agreement executed on or about June 1, 1999,

and all exhibits, maps, documents and agreements related thereto (sometimes refeiTed to herein collectively as the "Agreement").

~- -

WHEREAS, the City of Gulf Shores, Alabama, has requested the approval for the construction of a median crossover and intersection improvements at the intersection of County

Road 8 and the Foley Beach Express which is needed as patt of a City of Gulf Shores' development initiative related to the constmction of a school and other related projects on County Road 8 (sometimes refened to herein as the "County Road 8 Project"); and

WHEREAS, the proposed improvements contemplated by the County Road 8 Project would be needed regardless of any future projects which may be contemplated by the Alabama Depru.tment of Transpmtation, including any other planned bridge projects across the Intracoastal. The intended purpose of the County Road 8 Project is not related to or intended in any way to affect or dive1t traffic away from the existing BCBC toll bridge over the Intracoastal

Waterway; and

WHEREAS, the pa1ties agree that the proposed County Road 8 Project will not

violate the requirements of the Access Management Plan, as amended by this First Amendment to the "Foley-Beach Express" Agreement.

WHEREAS, the City, County and BCBC believe it to be in the best interest of the parties and for the orderly movement of traffic in the area to authorize and approve the

construction of the proposed median crossover and intersection improvements, subject to the te1ms and conditions set forth herein; and

WHEREAS, the parties desire to amend the "Foley-Beach Express" Agreement and any and all exhibits, maps, documents and agreements related thereto in order to allow for the construction of the proposed median crossover and intersection improvements.

WITNESSETH:

NOW, THEREFORE, in consideration of the mutual covenants and agreements

set fmth in this First Amendment and the "Foley-Beach Express" Agreement, the City, BCBC and the County agree that the aforementioned "Foley-Beach Express" Agreement is hereby amended as follows:

1

1. Notwithstanding any provision, agreement, term, condition, procedure or requirement to the contrary, the City, County and BCBC hereby approve and authorize the constmction of the median crossover and intersection improvements requested by the City of Gulf Shores as depicted in Exhibit A, which is attached hereto and incorporated by reference, subject to any changes, te1ms, conditions, requirements or maintenance agreements deemed necessary by the County Engineer or the County.

2. To the extent that any approvals, submissions, procedures, applications or any other action is required by the "Foley-Beach Express" Agreement, or any exhibits, maps,

___________ --~ ____ _d_ocuments_and_agn:ements .related thet·eto,_in_ruileLto.apprmle ... or.authorize.the.construction_oL. ____ ---~­

the median crossover and intersection improvements, the City, County and BCBC agree that all such requirements set f01th in the Agreement have been met and satisfied, subject to any changes, tmms, conditions, requirements or maintenance agreements deemed necessary by the County Engineer or the County. The constmetion of the median crossover and intersection improvements shall comply with all applicable federal, state and local laws, rules and regulations.

3. TI1e parties agree and aclmowledge that BCBC's agteement with the terms and conditions set forth hel'ein is expressly conditioned upon the mpresentations made to BCBC by the City of Gulf Shores and/or Baldwin County that the intended purpose of County Road 8 Project is not related to the new bridge that the Alabama Depattment of Transpmtation is planning to construct over the Intracoastal Watetway approximately 1.1 miles to the west of the existing BCBC bridge and that the County Road 8 Project is not designed or intended to divett traffic away from the existing BCBC bridge to the platmed ALDOT bridge referenced herein.

4. The "Foley-Beach Express" Agreement and any exhibits, maps, documents and agreen1ents related thereto, including, but not limited to, the Access Management Plan for the Foley Beach Express, are hereby amended to the extent necessary to allow, authorize and approve the constmction of the median crossovet· and intersection improvements depicted on Exhibit A, subject to any changes, terms, conditions, requirements or maintenance agreements deemed necessary by the County Engineer or the County.

5 Each patty agrees that said patty will, without fmther consideration, execute and deliver such other documents and take such other action, whether prior or subsequent to execution, as may be reasonably requested by the other party to consmnmate more effectively the purposes or subject matter of this Amendment.

6. Except as expressly amended by this First Amendment, the "Foley-Beach Express" Agreement and any exhibits, maps, documents and agreements related thereto shall remain in :full force and effect.

2

j

I ! I I

7. This Amendment may be signed in one or more counterpa.t1s, each of which shall be deemed an original and all of which together shall constitute one and the same

agreement.

SIGNATURE PAGES TO FOLLOW:

Attest:

lma!JtmL~ City Clerk

STATE OF ALABAMA )

COUNTYOFBALDWIN )

FOLEY, ALABAMA

By:

I, \~ ®rw , a Notmy Public, in and for said County in said state, hereby certify t t JOl-IN KO 1\.R, whose name as Mayor of the C1ty of Foley, Alabama, and KATHRYN TAYLOR, whose name as City Clerk, are signed to the foregoing instrument and who are known to me, acknowledged before me on this day that, being infmmed of the contents of the instrument, they, as such officers and with full authority, executed the same voluntarily for and as the act of said City.

Given under my hand and seal this 15~ay of tJbW , 2019.

3

. ,_ t. ;

KAT~•RYil E: ·:RY ~ CommlssiM Ex~ires

March n 2021

: (.i• ' . i. BALDWIN COUNTY COMMISSION -,. ~ -. --:.\-

,.

. - . ...

Attest:

By: ~~r>=­CHARLES F. RUBER Its Chairman

--RQ.NAbB-J-;-elN:I~ W a_'{ M. ~1 e.S S -Rudg.et.Dll:ectm;- ~hl A-tlM.V f\.1\S ~

STATE OF ALABAMA )

COUNTY OF BALDWIN )

I, , a Notary Public, in and for said County , in said state, hereb FJJBER, whose name ;~=n of th~ Baldwin County Commission, and ~K, whose name as ~t's-1-~ signed to the foregoing instrument and who are lmown to me, aclmowledged before me on this day fuat, being infmmed of the contents of the instnunent, they, as such officers and with full aufuority, executed the same voluntarily for and as the act of said County Commission.

Given under my hand and seal this /1; "'Jay of~· 2019.

4

' ~! -.

STATE OF .JVll VH lGAtJ ~) COUNTY OF WfrVN~~1 )

BALDWIN COUNTY BRIDGE COMPANY, L.L.C.

I, -J"em'J,' \-- & .. Bct~th6 . v, a Notary Public, in ans for\ said County in said State, hereby certify th Ne 'bel! Ktf , whose name as I tt&'dwJ: of BALDWIN COUNTY BRIDGE COMPANY, I.:.L.C., an Alabama limited liability company, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of the instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said limited liability company.

5

JENNIFER G. BAU11STA Notary Public. State ot Michigan

County of Wayne My commission Expir s Oct. 28, 2023

Acting In the County of

Notary Public, ilm,VllkA-1 Jr>~'fl My Commission Expire~: · /()/;2§ )ao<{3

I I

6