05/20/2015 AgreementAMY REAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLER
NONROE COUNTY, FLORIDA
DATE: June 8, 2015
TO: Bob Shillinger,
County Attorney
ATTN: Kathy Peters
FROM: Lindsey Ballard, D.C.
At the May 20, 2015, Board of County Commissioner's meeting the Board granted approval and
authorized execution of Item 02 interlocal agreement with the Key Largo Wastewater Treatment
District to re -sequence the distribution of Mayfield Grant Funding and authorization to jointly file suit
with the District to validate the agreement under Chapter 75, Florida Statutes.
Enclosed is a duplicate original of the above -mentioned for your handling. Should you have any
questions, please feel free to contact my office.
cc: County Attorney
Finance (electronic copy)
File
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax: 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
Above This Line For Official Use Only
INTERLOCAL AGREEMENT BETWEEN
MONROE COUNTY AND
THE KEY LARGO WASTEWATER TREATMENT DISTRICT
TO RE -SEQUENCE THE DISTRIBUTION OF MAYFIELD GRANT FUNDING
THIS INTERLOCAL GU EMENT ("ILA" or "Agreement") is made and entered
into this gj7j�.?t3ay of , 2015, to redistribute or reallocate shares to be
distributed pursuant to the 'STATE WASTEWATER FUNDING DISTRIBUTION
AGREEMENT FOR `YEAR TWO OF FOUR,"' ("Year Two of Four ILA" or "Year Two of
Four Agreement") dated the 20th day of February 2013, as amended by a subsequent interlocal
agreement ("Amendment ILA" or "Amendment Agreement") dated the 17th day of September,
2013.
This ILA is made by and between the following (the "Parties"):
MONROE COUNTY ("County"), a political subdivision of the State of Florida, whose
address is 1100 Simonton Street, Suite 205, Key West, FL 33040; and
THE KEY LARGO WASTEWATER TREATMENT DISTRICT ("District" or
"KLWTD"), an independent special district established under the Laws of Florida, whose
address is P.O. Box 491, Key Largo, FL 33037.
WITNESSETH:
WHEREAS, in 2008, the State Legislature approved a modification to FS 215.619 authorizing
the issuance of up to $200 million of Everglades restoration bonds ("Mayfield Grant Funds"), to
help defray the cost of mandated but unfunded sewer projects in the Florida Keys; and
WHEREAS, in March of 2012, the State Legislature appropriated, and the Governor
subsequently approved, the first of four $50 million yearly allocations of the $200 million in
anticipated Mayfield Grant Funds; and
WHEREAS, on February 20, 2013, the Parties hereto, along with other governmental entities in
Monroe County, entered into the Year Two of Four Agreement, which provides for the
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distribution of the anticipated $50 million "Year Two of Four" of Mayfield Grant Funds among
the entities; and
WHEREAS, on September 17, 2013, the Parties hereto, along with other entities in Monroe
County, entered into the Amendment Agreement, which provides for the distribution of "Year
Two of Four," "Year Three of Four," and "Year Four of Four" of Mayfield Grant Funds among
the entities; and
WHEREAS, pursuant to the Year Two of Four Agreement, KLWTD received a "Year Two"
allocation of $17 million; and
WHEREAS, pursuant to the Amendment Agreement, KLWTD will receive a "Year Three"
allocation of $12.5 million, and a "Year Four" allocation of $13.5 million; and
WHEREAS, in 2014, the State Legislature appropriated, and the Governor subsequently
approved, the second of four $50 million yearly allocations of the $200 million in anticipated
Mayfield Grant Funds; and
WHEREAS, the legislation appropriating the said second of four $50 million yearly allocation
specified that the funds be distributed according to the Year Two of Four Agreement, as
amended by the Amendment Agreement; and
WHEREAS, the Mayfield Grant, as administered by the Florida Department of Environmental
Protection allows participating entities located within Monroe County to reassign grant interests
among themselves; and
WHEREAS, the Amendment Agreement provides at paragraph "6" that "two or more parties to
the agreement may agree by a separate agreement to redistribute or reallocate their respective
shares of the anticipated funds as set forth in the schedule in paragraph 5(a) of the Amendment
Agreement by written instrument, which only needs to be executed by the parties to that separate
agreement, subject to appropriate State approvals;" and
WHEREAS, KLWTD has remaining projects that involve the construction, reconstruction, and
improvement of public wastewater facilities that would qualify as new construction for which its
share of the Mayfield Grant funds could be used; and
WHEREAS, KLWTD's remaining construction projects, while necessary improvements to
KLWTD's infrastructure, are not time -sensitive; and
WHEREAS, the County has current, on -going projects that involve the construction,
reconstruction, and improvement of public wastewater facilities that would qualify as new
construction for which Mayfield Grant funds could be used; and
WHEREAS, the majority of the County's remaining wastewater project costs are scheduled to
be funded by through the issuance of debt; and
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WHEREAS, it is in the public interest for the County to reduce its debt service costs for its
wastewater projects; and
WHEREAS, the Parties recognize that it would be in the best interest of all of the residents of
Monroe County, including those who reside within KLWTD's service area, for the KLWTD to
assign to the County its Mayfield Grant Funds in exchange for an obligation from the County to
repay such assignment of KLWTD's Mayfield Grant Funds over time without interest cost; and
WHEREAS, the Parties now desire to amend the terms of the original Year Two of Four
Agreement, as amended by the Amendment Agreement, by assigning the funds to which
KLWTD is entitled under the Year Two of Four Agreement as amended by the Amendment
Agreement to the County to be applied by the county for new and/or current County wastewater
projects, in exchange for the County's obligation to repay such amounts over time.
NOW THEREFORE, in consideration of the mutual covenants set forth herein and other
valuable consideration, the sufficiency and receipt of which is acknowledged by both of the
Parties, and pursuant to Section 163.01, et. seq., Florida Statutes, the Florida Interlocal
Cooperation Act of 1969, the Parties hereto agree as follows:
1. DEFINITIONS.
Terms defined in Paragraph "1" of the Year Two of Four Agreement, as amended by the
Amendment Agreement, have the same meaning in this Agreement unless otherwise
specified herein or unless the context clearly requires a different meaning.
2. RECITALS.
The recitals set forth above are true and correct and are hereby incorporated in this
Agreement.
3. EFFECTIVE DATE, TERM, AND TERMINATION.
a) Effective Date: This ILA shall take effect on the date it is fully executed by an
authorized officer of both of the Parties.
b) Term and Termination:
1) This ILA shall continue in full force and effect until the County has satisfied
all of its payment obligations hereunder.
2) This ILA may be terminated by the mutual consent of both of the Parties, in
writing.
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4. . PURPOSE
a) It is the purpose of this ILA to make the most efficient possible use of the Mayfield
Grant Funds for the benefit of all residents of Monroe County, including those
residing within the KLWTD service area and to improve the health, safety and
welfare of those residents.
b) It is also the purpose of this ILA to provide the County with an alternative, less
expensive source of funding, which shall replace financing already secured by the
County, for new and/or current wastewater construction projects or other such
projects as permitted by law, while at the same time providing KLWTD with a
mechanism for receiving the distribution of funding that it has been allocated and to
which it is entitled pursuant to and in accordance with the Year Two of Four
Agreement, as amended by the Amendment Agreement.
c) It is the further purpose of this ILA to amend the terms of the Year Two of Four
Agreement, as amended by the Amendment Agreement, for the KLWTD to assign to
the County KLWTUs Mayfield Grant Funds for new and/or current County
wastewater construction projects and to provide for the replacement of those Funds
through the County's repayment obligation to KLWTD as described herein.
5. CONSIDERATION.
a) The County agrees:
1) To pay KLWTD the full amount received by the County from the assignment
of each portion of KLWTD's allocation of the Mayfield Grant Funds up to an
aggregate principal amount of $43,000,000 (each an "Obligation" and
collectively, the "Obligations"), under the following terms:
(a) The Obligations will not bear any interest.
(b) The principal amount of each Obligation shall equal the principal
amount of each Mayfield Grant Funds allocation assigned by KLWTD
to the County.
(c) Each Obligation shall have a term of 10 years commencing upon
receipt of the applicable Mayfield Grant Funds.
(d) Subject to the provisions of Section 5(a)(1)(f) hereof, each Obligation
shall be payable in equal annual amounts on April 1 of each year,
commencing on the April 1 that immediately succeeds the receipt of
an allocation of KLWTD's Mayfield Grant Funds by at least 60 days.
The County and KLWTD shall mutually agree to each repayment
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schedule prior to the receipt by the County of any allocation of
Mayfield Grant Funds.
(e) Notwithstanding anything herein to the contrary, at no time during the
first three (3) years of this Agreement shall the County be required to
pay more than One Million ($1,000,000.00) Dollars in payments in
any one fiscal year of the County pursuant to this Agreement.
(f) The County may prepay any portion of the Obligation at anytime
without penalty or premium.
(g) The principal balance shall decrease by the amount of any
prepayments made by the County and shall increase by the amount of
any payments made by the County which are less than the required
amounts hereunder and the remaining repayment schedule shall be
adjusted accordingly.
(h) The County may pay any portion of the Obligation with any legally
available funds of the County; provided however, regardless of the
source of such payments, KLWTD shall not be bound by any
restrictions the County may otherwise have had with respect to such
source of funds.
(i) The Obligation under this Agreement shall constitute a "bond or
certificate of indebtedness" within the meaning of Section 75.01,
Florida Statutes
2) That said Obligation shall be secured by the Infrastructure Sales Surtax
Revenues (as defined in Resolution No.. 077-2003 of the County adopted by
the Board of County Commissioners of the County on February 19, 2003, as
amended and supplemented (collectively, the "Bond Resolution")); provided,
however, the Obligation and the County's repayment obligations hereunder
shall be subordinate and junior in all respects to the County's obligations with
respect to any Bonds heretofore or hereafter issued under the Bond Resolution
and the County's obligations under any heretofore or hereafter entered loan
agreements with the State of Florida, including but not limited to the
Department of Environmental Protection.
3) That the County will comply with all applicable State and Federal laws,
regulations, and rules with respect to the use of the funds assigned herein.
4) That the County agrees to accept funds under this agreement under the
following terms:
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(a) The County agrees to accept KLWTD's Year Two of Four allocation
of $17,000,000 in its entirety upon acceptance of this agreement.
(b) The County agrees to accept KLWTD's Year Three of Four allocation
of $12,500,000 in its entirety or, should the total Mayfield allocation
be less than $50 million for that year, the proportional amount that
would be allocated to KLWTD in accordance with the provisions of
paragraph 5(b) of the Amendment Agreement, if and when such
allocation is available and if such funds are still needed by the County
to complete any projects lawful under the statutes. The County agrees
to accept KLWTD's Year Four of Four allocation of $13,500,000 in its
entirety or, should the total Mayfield allocation be less than $50
million for that year, the proportional amount that would be allocated
to KLWTD in accordance with the provisions of paragraph 5(b) of the
Amendment Agreement if and when such allocation and is available
and if such funds are still needed by the County to complete any
projects lawful under the statutes.
b) KLWTD agrees:
1) To assign to the County any unused portion of its "Year Two of Four," "Year
Three of Four" and "Year Four of Four" distributions of its Mayfield grant
award.
c) Both Parties agree:
1) The total amount of $43,000,000 currently allocated to KLWTD in
accordance with the Year Two of Four Agreement as amended by the
subsequent Amendment Agreement shall not be altered by this Agreement
other than by those amounts included in the principal portion of the Obligation
incurred by the County pursuant to this Agreement. Any portions of
KLWTD's distribution allocated in accordance with the Year Two of Four
Agreement as amended by the subsequent Amendment Agreement which
exceeds the amounts transferred to the County by KLWTD pursuant to this
Agreement, shall remain allocated to KLWTD.
2) That the County shall have the option, at its sole discretion, to accept the
transfer of additional allocations, beyond the Year Three of Four allocation in
paragraph 4)(b) above, with the following provisions.
(a) Both Parties agree to amend this ILA to cover those additional
allocations.
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(b) In no event shall either Party be required to agree to a change of any
other terms or conditions of this Agreement or the Obligation incurred
pursuant hereto at that time of such amendment.
(c) Such additional transferred allocations shall be included as part of the
Obligation incurred hereunder.
(d) In such event, the County agrees to notify the District of its intent to
accept the transfer of such additional allocations not later than June 15,
2016. Should the County not have notified KLWTD of its intent to
accept the transfer of such additional allocations by June 15, 2016,
then the remaining allocations shall be available to KLWTD.
d) Each party shall be responsible for its own counsel's fees up to the point where the
parties have agreed upon and accepted the terms and conditions of this ILA.
e) Fees for Chapter 75 validation proceeding shall be split equally between the Parties
and paid equally by the Parties.
f) The County and its counsel shall be authorized and required to institute appropriate
proceedings for validation of this Agreement and the Obligation herein authorized
pursuant to Chapter 75, Florida Statutes. Neither party shall be required to perform
under this Agreement until the Agreement and the Obligation have not been so
validated.
g) In the event the Parties are unable to agree on mutually acceptable terms and
conditions of the Obligation, then and in that event, this Agreement shall be null and
void and neither party shall have any recourse against the other.
h) Each party shall maintain at its respective place of business all books, documents,
papers, and other evidences pertaining to this Agreement. Such record shall be
available at any time that the other party reasonably requests inspection and copying
of said records.
i) The parties shall allow public access to all documents, papers, letters or other
materials subject to the provisions of Chapter 119, Florida Statutes, and the
Constitution of the State of Florida and which have been made or received by either
party in conjunction with this Interlocal Agreement.
6. SEVERABILITY.
a) If any provision or a part of a provision of this Agreement relating to the Obligation,
or the provisions of paragraph 5 above, is found by a court, arbitrator or other
authority of competent jurisdiction to be void or unenforceable, this entire Agreement
shall be null, void, unenforceable, and without effect.
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b) If any provision or part of a provision of this ILA, other than a provision relating to
the Obligation, or the provisions of paragraph 5 above, is found by a court, arbitrator
or other authority of competent jurisdiction to be void or unenforceable, that
provision or part of a provision is to be deemed deleted from this ILA and the
remaining provisions to continue in full force and effect. The Parties shall, in this
event, seek to agree upon a valid and enforceable provision or part of a provision to
replace the provision or part of a provision found to be void and unenforceable.
7. THIRD PARTY RIGHTS.
a) This ILA is made for the benefit of KLWTD and the County and not for any other
entity or person.
b) No provision of this ILA is be construed as creating any rights enforceable by a third
party, and all third party rights implied by law are, to the extent permissible by law,
excluded from this ILA.
8. JOINT PREPARATION.
The preparation of this ILA has been a joint effort of the Parties, and this ILA has been
carefully reviewed by the Parties. Therefore, this ILA shall not, solely as a matter of judicial
interpretation, be construed more severely against one of the Parties than the other.
9. COUNTERPARTS.
This ILA may be executed in counterparts and by each Party on separate counterparts, each
of which, when so executed and delivered, shall be an original and all of which shall together
constitute one and the same Agreement. Signature pages may be detached from the various
counterparts and attached to a single copy of this document to physically form one document.
A facsimile version of any signature shall be deemed an original for all purposes.
10. GENERAL PROVISIONS.
a) This ILA shall be recorded in the Office of the Clerk of Monroe County upon its
execution by all parties hereto. This ILA shall also be filed with the Florida
Department of Environmental Protection and govern the disbursement of all future
Mayfield Grant Funds.
b) This ILA may be modified and amended only by written instrument duly executed by
the Parties hereto.
c) The laws of the State of Florida shall control and govern this Agreement.
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d) The subject headings of the paragraphs are included for purposes of convenience only
and shall not affect the construction or interpretation of any of its provisions.
e) Any provision of this Agreement that is continuing in nature or imposes an obligation
that extends beyond the expiration or termination of this Agreement shall survive its
expiration or termination.
f) No delay or omission on the part of either Party in exercising any right hereunder
shall operate as a waiver of such rights or any other right and waiver on any one or
more occasions shall not be construed as a bar to or waiver of any right or remedy on
any future occasion.
11. CERTIFICATION OF AUTHORITY.
The Parties do hereby certify that any and all necessary resolutions of their respective
governing boards that may be required to effectuate and validate the terms of this Agreement
have been duly made and adopted.
12. ENTIRE AGREEMENT.
This Agreement, the Amendment Agreement, and the original Year Two of Four Agreement
embody the entire agreement between the Parties with reference to the distribution of the
balance of the $150 million of Mayfield Grant Funds. In the event of any conflict or
inconsistency between the provisions of the Original ILA and/or the Amendment Agreement,
and this Agreement, the provisions of this Agreement shall control and govern as between
the Parties. This Agreement may be modified and amended only by written instrument
executed by the Parties hereto.
13. PRIOR ILA'S REMAIN IN FULL FORCE AND EFFECT.
Except as specifically modified and amended herein, all of the terms, provisions,
requirements and specifications contained in the Year Two of Four Agreement dated the 20th
day of February 2013, as amended by the Amendment Agreement dated the 17th day of
September, 2013 shall remain in full force and effect. Except as otherwise expressly
provided herein, the parties do not intend to, and the execution of this Agreement shall not, in
any manner impair the Year Two of Four Agreement as amended by the Amendment
Agreement.
14. JOINT COOPERATION.
In accordance with paragraph "7" of the Original Year Two of Four Agreement, the Parties
agree to cooperate and to use their best efforts and their joint resources to advocate for the
appropriation of the balance of the $100 million of Mayfield Grant Funds, and the
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distribution of those said funds directly to the Parties in accordance with the distribution
schedule as set forth in that Agreement.
15. TRANSFERABILITY
This Agreement is made and entered into by and between the County and the KLWTD, inter
alia, to assign to the County KLWTD's anticipated share of the funds generated by the
issuance of the Everglades restoration bonds administered by the Florida Communities Trust,
known as the "Mayfield Grant Funds," in accordance with the Year Two of Four Interlocal
Agreement dated February 20, 2012, entered into by various governmental entities in Monroe
County, as amended by the subsequent Amendment Agreement dated September 17, 2013.
Should the remaining Mayfield Grant Funds be replaced by, transferred to, reconfigured as,
or incorporated into some other act, law, or program authorized and funded by the State of
Florida, it is understood and agreed by and between the parties that KLWTD will be entitled
to the same amounts from the new act, law, or program and agrees to transfer those amounts
to the County under the provisions of this ILA and any amounts os transferred will become a
part of the Obligation set forth herein.
In the event of such a replacement, transference, or incorporation, this ILA will remain in full
force and effect and in all places where this ILA makes reference to the "Mayfield Grant" or
"Mayfield Funds," the name or title of the new law, act, or program will be deemed to be
substituted therefor, and all the terms and conditions of this ILA shall apply to the funds
associated with that said new law, act, or program.
16. DECLARATION OF FUNDING PARITY
KLWTD acknowledges that, as of the date of this agreement and subject to the full funding
of the Mayfield Grant and all provisions of this ILA and the Obligation described herein,
good and satisfactory efforts have been made by the County to address any claim of funding
inequity.
IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed by
their Authorized Officers and have affixed their corporate seals hereon.
[SIGNATURES ON FOLLOWING PAGES]
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BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA
army Kolhage, Mayor
ATTEST: Amy Heavlin, Clerk
Wil ! i... r I' _ .04W
0-IT a" :I*
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
R ert B. Shillinger, County A orn
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KEY LARGO WASTEWATER
TREATMENT DISTRICT
David Asdourian, Chairman
(SEAL)
ATTEST: Mariela Montedeoca, Clerk
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
R y Giglio, General Counsel
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