03/19/2008 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
March 25, 2008
TO:
Reggie Paros, Director
Housing & Community Development
ATTN:
Stacy DeVane
Executive Assistant
Pamela G. Hanr~
Deputy Clerk 0
FROM:
At the March 19, 2008, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Agreement between Monroe County and Middle Keys
Community Land Trust for loan of funds for impact fees for Woods Corner, in the amount of
$53,655.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions please do not hesitate to contact our office.
cc: County Attorney
Finance
File
W_"_ __."'__'_~.._~"._.,.
AGREEMENT BETWEEN MONROE COUNTY
AND
THE MIDDLE KEYS COMMUNITY LAND TRUST, INC.
FOR
LOAN OF FUNDS FOR IMPACT FEES FOR WOODS CORNER
This Agreement (Agreement) is made the /1~ay of ~ by and between Monroe
County (COUnly), a political subdivision of the State of Florida, and the Middle Keys Community
Land Trust, Inc.(Trust), a Florida non-profit corporation qualified as a charitable organization
pursuant to Section 501(c)(3) of the Internal Revenue Code.
WITNESSETH:
WHEREAS, the Trust is building a sixteen unit affordable housjng project called "Woods Comer"
located at 281 Woods Avenue within the municipality of Islamorada, Village ofIslands (Village),
which municipality is within County's boundaries; and
WHEREAS, impact fees required by Village add an additional $3,353.44 to the price of each home
totaling $53,655.00 for the project; and
WHEREAS, these fees will result in an increased price of the homes to each purchaser if the Trust
pays the fees; and
WHEREAS, if County loans the money for the impact fees to the Trust, the price of the home will
be reduced by the sum of$3,353.44; and
WHEREAS, Village has recently approved an affordable housiI11g impact fee ordinance which will
provide a fund for the payment of such fees for affordable housing projects; however, the fund
currently has no monies in it; and
WHEREAS, by a separate act of the Village Council, it has agreed to reimburse the Trust for the
payment of the Village's impact fees upon receipt of monies from its affordable housing impact fee
fund; and
WHEREAS, County has an Affordable and Employee Housing Fair Share Impact Fee Trust Fund
which may be used to pay for impact fees to other entities for affordable housing projects; and
WHEREAS, at its regular meeting of February 20, 2008, County by action of its Board of County
Commissioners, determined that there is a countywide public purpose in assisting with the
provision of affordable housing at Woods Comer within the Village's boundaries; and
WHEREAS, Trust will repay the funds to the County;
NOW, THEREFORE, the parties agree as follows:
February 25, 2008
1. RECITALS. The above recitals are true and correct and are incorporated as though fully set
forth herein.
2. LOAN AND TERMS.
A. County shall advance the sum of Fifty-three Thousand Six Hundred Fifty-five Dollars
($53,655.00) to the Trust to be used specifically and only for the payment of impact fees to the
Village for the Woods Corner affordable housing project.
B. Trust shall repay to County on the 15th day of each month, all sums received from Village as
reimbursement to Trust for the amount paid to Village for its impact fees.
C. Payment shall be sent to:
County Clerk
Monroe County
500 Whitehead Street
Key West, FL 33040
D. Trust shall, in any event, repay County within one (1) year the total sum of$53,655. 00.
E. County shall not charge any interest to Trust during the term of this Agreement.
3. TERM. The term of this Agreement shall be one year from the date above written.
4. INDEMNIFICATION. Trust does hereby agree to defend, indemnify and hold County
harmless from and against any and all liability, damages, costs or expenses (including reasonable
attorneys' fees, costs, and expenses at both the trial and appellate levels) arising from the acts or
omissions of the Trust, its officials, agents or employees, in connection with this Agreement.
5. NOTICES. All notices, requests, demands, elections, consents, approvals and other
communications hereunder must be in writing (each such, a "Notice") and addressed as follows (or
to any other address which either party may designate by Notice):
Iho Countv:
County Administrator for Monroe County
1100 Simonton Street
Key West, FL 33040
With a copy to:
Suzanne Hutton, County Attorney
11111thStreet
Suite 408
Key West, FL 33040
If to Trust:
Richard Casey, Administrator
Middle Keys Community Land Trust
PO Box 500194
Marathon, Florida 33050
Any Notice wquired by this Agreement to be given or made wit~in a specified period of time, or on
or before a date certain, shall be deemed to have been duly giwen if sent by certified mail, return
February 25,2008
receipt requested, postage and fees prepaid; hand delivered; facsimile; or sent by overnight delivery
service.
6. CLAIMS AND LITIGATION.
A. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled
to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law
clerks and legal assistants, and including fees and expenses charged for representation at both the
trial and appellate levels.
B. In the event of any litigation arising out of this Agreement, each party hereby knowingly,
irrevocably, voluntarily and intentionally waives its right to trial by jury.
7. GOVERNING LAW. This Agreement shall be construed in accordance with and governed by
the laws of the State of Florida. Exclusive venue for any litigation or mediation arising out of this
Agreement shall be in Monroe County, Florida, or the Federal Court Southern District of Florida.
This Agreement is not subject to arbitration.
8. ENTIRE AGREEMENT/MODIFICATION
A. This writing contains the entire Agreement of the parties and supersedes any prior oral or
written representations. No representations were made or relidd upon by either party, other than
those that are expressly set forth herein.
B. No agent, employee, or other representative of either party is empowered to modify or amend
the terms of this Agreement, unless executed with the same formality as this document.
9. RECORDS.
The Trust shall keep such records as are necessary to document the performance of the agreement
and expenses as incurred, and give access to these records at the request of the County, the State of
Florida or authorized agents and representatives of said government bodies. It is the responsibility
of the Trust to maintain appropriate records in accordance with generally accepted accounting
principles consistently applied to insure a proper accounting Of all funds and expenditures. The
Trust understands that it shall be responsible for repayment orany and all audit exceptions which
are identified by the Auditor General for the State of Florida, the Clerk of Court for Monroe
County, the Board of County Commissioners for Monroe County or their agents and
representatives. If an inspection or audit discloses that County funds paid to the Trust under this
Agreement were used for a purpose not authorized by this Agreement, then the Trust must refund
the funds improperly spent with interest calculated pursuant to Section 55.03, Florida Statutes, with
interest running from the date the County paid the improperly spent funds to the Trust. This
paragraph shall survive the termination of this Agreement.
10. ASSIGNMENT. This Agreement shall not be assignable by either party unless such
assignment is first approved by both parties.
February 25,2008
11. SEVERABILITY AND WAIVER
A. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable,
the remainder of this Agreement shall not be affected thereby, and each remaining term and
provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law.
B. The failure of either party to this Agreement to object to or to take affirmative action with
respect to any conduct of the other which is in violation of the terms of this Agreement shall not be
construed as a waiver of the violation or breach, or of any future violation, breach or wrongful
conduct.
12. COUNTERPARTS.
This Agreement may be executed in several counterparts, each of which shall be deemed an
.~~~ such counterparts shall constitute one and the same instrument.
,-,'" ,.'
*~~'-: E'll..<)WHEREOF, the parties have executed this instrument on the day and year indicated.
""'~" ~~..
... <oc _'II I
1 "_ ./0 ~ .; '; ~ r
~d " , .. ",'
(SE;A. . .........;. ; MONROE COUNTY BOARD OF
D .t;lKOL COUNTY MISSIONERS
Mayor Charles Sonny" McCoy
ClerklDeput Clerk
'Secretary
:J:
o D
Z ;p.
:::o("')~
Dr-.....::
r't1_"""-:~
C-) :'"
0/..-:,.
C:~---:':
MIDDLE KEYS COMM~rrY
~ .!'
LAND 1!RUST, INC. ,<;-.;;:
-., -
r
po
~, CUYia/,la K~)
-. I (}JY7i'iXa. Lllnd-s-lrorr1
Print Name
oshua Mothner, President
.....,
= ~','1
=
=>
:z
'""'
0:0
N ''1
U1
'""'
:JI:
s> -.,"',
O'l
February 25,2008