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Item I10lrl Co �� Mope �' ; c' � '� BOARD OF COUNTY COMMISSIONERS ,a �+ Mayor David Rice, District 4 Mayor Pro Tem Sylvia J. Murphy, District 5 Fl IleOI1da Keys m �� u 1 , i zm Danny L. Kolhage, District 1 . �, George Neugenf District 2 Heather Carruthers, District 3 County Commission Meeting October 17, 2018 Agenda Item Number: I.10 Agenda Item Summary #4752 BULK ITEM: Yes DEPARTMENT: Planning/Environmental Resources TIME APPROXIMATE: STAFF CONTACT: Emily Schemper (305) 289 -2506 n/a AGENDA ITEM WORDING: Approval of an Interlocal Agreement (ILA) between Monroe County and City of Marathon reserving (not transferring) 64 Affordable Housing ROGO Allocations from Monroe County to the City of Marathon for an affordable housing project known as Seaview Commons located at 100 Avenue D 1 - 7, Coco Plum Key, Marathon, Florida, contingent on Marathon receiving their Early Evacuation Units from the State of Florida. ITEM BACKGROUND: Interlocal Agreement (ILA) request from the City of Marathon (the "City ") to reserve 64 affordable housing allocations for a 64 -unit affordable housing project in Marathon known as Seaview Commons (Seaview) located at 100 Avenue D 1 - 7, Coco Plum Key, Marathon, Florida (the Property). Seaview has applied for and obtained conditional use from the City to redevelop the Property. Seaview desires to apply for tax credit financing from the Florida Housing Finance Corporation (FHFC) which has an application deadline of November 8, 2018. FHFC will not award tax credit financing to a project in the Florida Keys that does not have its rate of growth ordinance (ROGO) allocations reserved. Therefore, the purpose of this ILA is to reserve through Monroe County, sixty - four (64) affordable housing allocations so they can apply for tax credit financing. Then, when Marathon receives their 300 Early Evacuation Workforce Housing Allocations, Seaview will actually use the Marathon early evacuation units. The ILA does NOT transfer or assign the County's affordable allocations to the City, but instead reserves them for the purposes of Seaview's application to the FHFC. The ILA specifies that if the City has not completed both its Comprehensive Plan and LDR amendments to receive up to 300 Affordable - Early Evacuation Units through the Administration Commission's Workforce- Affordable Housing Initiative, including any challenge and appeal, within one year from the date of this ILA, then the reservation of the County's ROGO allocations will expire and the County will be free to reserve and /or award the 64 allocations which are reserved under this ILA to other projects in the unincorporated areas of the County. If the City successfully completes its Comprehensive Plan and LDR amendments to receive up to 300 Affordable — Early Evacuation Units through the Administrations Commission's Workforce - Affordable Housing Initiative prior to the 1 -year expiration period of this ILA, the City shall award 64 of those allocations it receives from the state to Seaview for use on the Property and the reservation of the County's 64 allocations will immediately expire and the County will be free to reserve and /or award the 64 allocations, which are the reserved under this agreement, to other projects in the unincorporated areas of the County. Marathon has been processing their Comprehensive Plan and Land Development Code amendment to obtain their Early Evacuation Units. Relevant Comprehensive Plan and Land Development Code provisions are provided below. Policy 101.3.10 Notwithstanding any other provision of the Plan, ROGO allocations utilized for affordable housing projects may be pooled and transferred between ROGO subareas, excluding the Big Pine /No Name Keys ROGO subarea, and between local government jurisdictions within the Florida Keys Area of Critical State Concern (ACSQ. Any such transfer between local government jurisdictions must be accomplished through an interlocal agreement between the sending and receiving local governments. Section 130 - 161(8): Interlocal affordable rate ofgrowth allocation agreements. The board of county commissioners may authorize interlocal agreements between the county and the cities of Marathon, and Key West, and Islamorada, Village of Islands for the purpose of sharing residential rate of growth affordable housing allocations. The interlocal agreements may be based upon a specific project proposal within one or more jurisdictions or may be for a specific allocation of units on an annual basis, from the county to a municipality or from a municipality to the county. All allocations made available to a jurisdiction must meet the applicable affordable housing requirements of the receiving jurisdiction's land development regulations and affordable housing ordinances. Florida Statutes, Section 163.01, et seq., Florida Interlocal Cooperation Act of 1969: It is the purpose of this section to permit local government units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities. PREVIOUS RELEVANT BOCC ACTION: This is the first time this ILA has been presented to the BOCC. In the past, the Board has considered ILAs that actually transferred the County's allocations for use within the City of Marathon. September 16, 2015- BOCC approved an Interlocal Agreement between Monroe County and the City of Marathon transferring 41 Low and 5 Very Low Affordable Housing ROGO Allocations from Monroe County to the City of Marathon. This ILA was rescinded and the 46 affordable ROGO allocations were returned to the County. September 16, 2015- BOCC approved an Interlocal Agreement between Monroe County and the City of Marathon transferring 32 Low and 4 Very Low Affordable Housing ROGO Allocations from Monroe County to the City of Marathon. This ILA was rescinded and the 36 affordable ROGO allocations were returned to the County. December 14, 2016 - BOCC approved an Interlocal Agreement between Monroe County and City of Marathon transferring 52 low income and 3 very low income (55 total) Affordable Housing ROGO Allocations from Monroe County to the City of Marathon. Since the approval of the ILA by the BOCC, the City of Marathon adopted Resolution 2017 -54 on July 11, 2017, rescinding this ILA between the County and the City of Marathon transferring affordable housing allocations for the Keys Affordable development project. Subsequently, the City also adopted Resolution 2017 -55 on July 11, 2017, approving an Interlocal Agreement between the County and the City of Marathon transferring affordable housing allocations for an affordable housing project on the same property and with the same request of ROGO allocations. On August 16, 2017, the BOCC approved the ILA between Monroe County and City of Marathon transferring 52 low income and 3 very low income (55 total) Affordable Housing ROGO Allocations from Monroe County to the City of Marathon The Interlocal Agreement approved the transfer of Affordable Housing ROGO Allocations to the City of Marathon, contingent on the project receiving a certificate of occupancy for the affordable units related to such allocations prior to December 31, 2019. In the event the subject project fails to complete the construction as evidenced by issuance of a certificate of occupancy for a1155 units by the City of Marathon, the ROGO allocations shall revert to Monroe County. December 14, 2016 - BOCC approved an Interlocal Agreement between Monroe County and City of Marathon transferring 8 very low income, 8 low income, 33 median income and 4 moderate income (53 total) Affordable Housing ROGO Allocations from Monroe County to the City of Marathon. The Interlocal Agreement approved the transfer of Affordable Housing ROGO Allocations to the City of Marathon, contingent upon the filing of a 99 year affordable housing deed restriction on all 53 of the units utilization of the affordable housing ROGO allocations in the income categories specified within the ILA and Section 104.3 of the City of Marathon Code. In the event the terms and conditions described in the ILA are not met by December 31, 2019, then all 53 ROGO allocations shall revert to Monroe County. July 18, 2018 — BOCC approved an Interlocal Agreement between Monroe County and the City of Marathon transferring 18 Affordable Housing ROGO Allocations from the County to the City for use at the St. Columba property on the condition that the 18 market rate allocations harvested from the site would be used by the developer in the unincorporated areas of Monroe County. This condition was inserted to address concerns that the transfer of allocations from the County to the City increased the County's exposure to property rights lawsuits by moving allocations from the unincorporated areas to the City despite the underlying apportionment formula developed based upon the percentages of vacant land in each community. The BOCC approved minor changes to this agreement on July 31, 2018 and August 15, 2018. July 18, 2018 — BOCC deferred action on a request for 11 allocations for the IMBY project in Marathon and directed the County Attorney to negotiate with the City regarding an offset for the County's increased exposure for property rights suits caused by the transfer. The City ended up using its own allocations for the project. CONTRACT /AGREEMENT CHANGES: n/a STAFF RECOMMENDATION: The BOCC has previously approved ILAs and discussed providing a priority to projects providing new affordable housing units for the lower income groups and which leverage state financial support (tax credits) so that the supply of affordable housing units is increased within the income groups most at need. If the BOCC chooses to maintain this priority, then this ILA is recommended as it creates new units and leverages state funding. DOCUMENTATION: 2018 -102 ILA City of Marathon & Monroe County (WITH LEGAL) FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Grant: County Match: Insurance Required: Additional Details: If yes, amount: REVIEWED BY: Emily Schemper Completed Bob Shillinger Completed Bob Shillinger Completed Budget and Finance Completed Assistant County Administrator Christine Hurley 10/01/2018 1:06 PM Maria Slavik Completed Kathy Peters Completed 09/27/2018 1:39 PM 10/01/2018 10:27 AM 10/01/2018 10:27 AM 10/01/2018 10:59 AM Completed 10/01/2018 4:11 PM 10/03/2018 11:18 AM Board of County Commissioners Pending 10/17/2018 9:00 AM Sponsored by: Lindsey CITY OF MARATHON, FLORIDA RESOLUTION 2018 -102 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MARATHON, FLORIDA, APPROVING AN INTERLOCAL AGREEMENT BETWEEN MONROE COUNTY AND THE CITY OF MARATHON RESERVING SIXTY -FOUR (64) AFFORDABLE HOUSING RESIDENTIAL ALLOCATIONS FOR A PROJECT KNOWN AS SEAVIEW COMMONS LLC; ESTABLISHING THAT SAID UNITS ARE A "PLACEHOLDER" FOR THE PROJECT TO BE ABLE TO SUBMIT IN THE CURRENT CYCLE (FALL 2018) TO FLORIDA HOUSING FINANCE WITH THE NECESSARY COMPLIMENT OF AFFORDABLE ALLOCATIONS; AND AGREEING THAT, IF THE CITY'S FAILS TO FULLY ADOPT ITS COMPREHENSIVE PLAN AND LAND DEVELOPMENT REGULATION PROVIDING FOR THE ACCEPTANCE OF 300 AFFORDABLE — EARLY EVACUATION UNITS AS PROVIDED FOR IN THE ADMINISTRATION COMMISSION'S WORKFORCE- AFFORDABLE HOUSING INITIATIVE, THEN SEAVIEW COMMONS WILL DROP PURSUE THE PROJECT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Marathon (the "City ") wishes to enter into an Interlocal Agreement with Monroe County (the "County ") for the purposes of Reserving affordable housing unit allocations; and WHEREAS, the Interlocal Agreement with the County is in the best interest of Monroe County and the City of Marathon for the purposes of providing opportunities for affordable housing, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MARATHON, FLORIDA, THAT: Section 1. The above recitals are true and correct and incorporated herein. Section 2. The Interlocal Agreement (ILA) attached hereto as Exhibit "A ", between Monroe County and the City of Marathon Reserving sixty -four (64) Affordable Housing Residential Allocations for a project known as Seaview Commons LLC is hereby approved and the City Clerk is directed to transmit this Resolution and the attached ILA to the appropriate person(s) at Monroe County. Section 3. This resolution shall take effect immediately upon its adoption. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF MARATHON, FLORIDA, THIS 25" DAY OF SEPTEMBER, 2018. THE CITY OF MARATHON, FLORIDA W WL 9, " 4 � C Michelle Coldiron, Mayor AYES: Cook, Senmartin, Zieg, Coldiron NOES: None ABSENT: Bartus ABSTAIN: None ATTEST: Diane Clavier, City Clerk (City Seal) APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF MARATHON, FLORIDA ONLY: k David Migut, Sty Att` rney INTERLOCAL AGREEMENT BETWEEN MONROE COUNTY AND THE CITY OF MARATHON RESERVING AFFORDABLE HOUSING RESIDENTIAL ALLOCATIONS This Agreement ( "Agreement ") is made and entered into this day of _ , 2018, by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 ( "County "), the City of Marathon, a municipal corporation of the State of Florida, whose address is 9805 Overseas Highway, Marathon, Florida 33050 (the "City "), and Seaview Commons, LLC ( Seaview), whose address is 11100 Overseas Highway, Marathon, FL 33050; WITNESSETH: WHEREAS, Monroe County and the City of Marathon recognize the value of regional partnerships in smart growth; and WHEREAS, Policy 101.3.10 of the Year 2030 Monroe County Comprehensive Plan allows Rate of Growth Ordinance building permit allocations (ROGOs) for affordable housing projects to be pooled and transferred between local government jurisdictions within the Florida Keys Area of Critical State Concern, if accomplished through an interlocal agreement between the sending and receiving local governments; and WHEREAS, Chapter Five (5) of the City of Marathon Comprehensive Plan identifies goals, objectives and policies to provide for development pursuant to intergovernmental coordination and interlocal agreements; and WHEREAS, Monroe County and the City of Marathon have previously entered into interlocal agreements to transfer ROGOs; and WHEREAS, Monroe County and the City of Marathon recognize the potential economic value of such transferable affordable allocations; and WHEREAS, this Agreement is entered into according to the authority of Florida Statutes, Section 163.01, et. seq., Florida Interlocal Cooperation Act of 1969, which states: "It is the purpose of this section to permit local government units to make the most efficient use of their powers by enabling them to cooperate with other localities on a basis of mutual advantage and thereby to provide services and facilities in a manner and pursuant to forms of governmental organization that will accord best with geographic, economic, population, and other factors influencing the needs and development of local communities "; and WHEREAS, the comprehensive plans of Monroe County and the City of Marathon expressly identify interlocal agreements as a means of resolving issues mutually affecting their respective jurisdictions; and WHEREAS, on June 13, 2018, the Governor and Cabinet sitting as the Administration Commission established the Workforce- Affordable Housing Initiative whereby the City may establish a new limited category of BPAS Workforce Dwelling Units to be known as the "Affordable - Early Evacuation Pool" which will provide 300 workforce - affordable building permit allocations for the Workforce- Affordable Housing Initiative within the City of Marathon; and WHEREAS, pursuant to the provisions of Chapters, 163, 166 and 380 Florida Statutes, the City has proposed to amend Chapter 1, "Future Land Use Element," of the Comprehensive Plan adding Goal 1 -4, "Workforce- Affordable Housing Initiative, "; and WHEREAS, pursuant to Chapter 163, Florida Statutes, and Sections 101.02 and 102.22 of the Code, the Planning Commission sitting as the Local Planning Agency publicly considered the proposed text amendment on August 20, 2018 at a duly noticed public hearing, and has recommended approval of the proposed amendment to the City Council; and WHEREAS, the City Council reviewed and approved transmittal of this Ordinance to the Florida Department of Economic Opportunity and other required agency reviewers on September 11, 2018; and WHEREAS, the City Council intends to adopt the amendment on or about October 23, 2018, but no later than November 13, 2018, predicated upon ORC affirming the Ordinance; and WHEREAS, Seaview applied for and obtained conditional use approval to redevelop its property located at 100 Avenue D 1 - 7, Coco Plum Key, Marathon, Florida, RE Numbers 00363700- 000000, 00363710 - 000000 & 00363720- 000000 into Sixty -Four (64) workforce housing dwelling units conditioned on Seaview obtaining the building permit affordable allocations; and WHEREAS, Seaview desires to apply for tax credit financing from the Florida Housing Finance Corp. which application deadline is November 8, 2018; and WHEREAS, DEO is the State of Florida department designated with implementing the Workforce - Affordable Housing Initiative, including review of the amendments of each local governments Comprehensive Plan and Land Development Regulation; and WHEREAS, DEO will not have completed their review of the proposed amendments to City's Comprehensive Plan and Land Development Regulations prior to the deadline to apply for tax credit financing from FHFC and therefore the amendments to City's Comprehensive Plan and Land Development Regulations which would allow the City to directly allocate the Sixty -Four (64) workforce building permit allocations; and 2 WHEREAS, FHFC will not award tax credit financing to a project in the Florida Keys that does not have its building permit allocations reserved; and WHEREAS, it is the purpose of this ILA to reserve through Monroe County, sixty -four (64) Early Evacuation Workforce Housing Allocations for the purposes of allowing the City to sign the required FHFC RFA forms and Seaview to submit a timely application to FHFC in the current funding cycle; and WHEREAS, it IS NOT the intent to transfer the affordable allocations from the County to the City, but simply to RESERVE them for the purposes of Seaview's application to the FHFC; and WHEREAS, the Early Evacuation Workforce Housing Allocations, as provided for through a proposed amendment to the City's Comprehensive Plan and Land Development Regulations, may only be utilized after the final approval by DEO and after passing all required due process dates without appeal; and WHEREAS, the parties recognize that the City will allocate the Three Hundred (300) workforce - affordable building permit allocations for the Workforce - Affordable Housing Initiative from the pool; and WHEREAS, if the City fails to adopt its Comprehensive Plan Amendment and complimentary amendment to the Land Development Regulations in a reasonable time frame, (one year from the approval of the ILA by both parties), then Seaview agrees to drop its pursuit of the project as an affordable project and will no longer request affordable allocation through this vehicle; and WHEREAS, the parties have determined that this Agreement is in the best interests of the public and the public health, safety, and welfare, NOW, THEREFORE, the parties hereto agree as follows: Section 1. RESERVATION: The parties agree that the County will reserve sixty - four (64) affordable housing allocations for the sole purposes of allowing Seaview Commons, LLC to submit a timely application to Florida Housing Finance Corporation (FHFC) in the Fall 2018 funding cycle subject to the following conditions Seetio" 2. ASSIGNMENT: Mo e Ceuniy has as-signed its right to the a&r-dable al k eG --i i .�.,� ; ..., celcld �tth Co SIG a. The terms of this Agreement are that the Reservation will remain in place for one year from the date of this Agreement. b. If, the City of Marathon has not completed both its Comprehensive Plan and LDR amendments to receive up to 300 Affordable - Early Evacuation Units through the Administration Commission's Workforce - Affordable Housing Initiative, including an challenge and appeal. within one year from the date of this Agreement, then the reservation 3 of the County's ROGO allocations will expire this ILA and the project will become null and void and the County be free to reserve and /or awa the si xty-four 4' allocations, which are the reserved under the A 7reement to other projects in the unincgWorated_ areas _of the County. - C. If the , Cily successfully com letes its Comprehensive Plan and LDR amendments to receive the 300 Affordable — early Evacuation Units through the Administration Commission's Workforce - Affordable Housing Initiative prior to the one 1 year expiration period of this Agreement the City shall award sixty-four 64 of'those allocations it receives from the State to Seaview for use on the subject project and the reservation of the County's sixty-four 4 allocation shall immediately expire and the County will be free to reserve and /ot° award the Sixty-four 64 allocations which are reserved under this Agreement to other projects in the unincor orated areas of the Count Section 23. TERM: Subject to and upon the terms and conditions set forth herein, this Agreement shall continue in force for one year from the date that the last party signs this Agreement.. Section 34. NOTIFICATION: The City of Marathon shall (1) notify Monroe County of any assignment(s) and successor(s) in interest or title to the Property Owner for the duration of the ROGO allocations described in Section 1. ( "Reservation ") above, and (2) shall notify Monroe County of any assignment(s) and successor(s) in interest or title to the ROGO allocations described in Section 1. ( "Reservation ") above at least thirty (30) days prior to the date of such transfer or succession by certified U. S. Postal Service Certified mail to the Monroe County Planning & Environmental Resources Senior Director. All such notices under this Section ( "Section 4. ") shall be sent to the following addresses: Monroe County Administrator 1100 Simonton Street Key West, FL 33040 Planning & Environmental Resources Department Attn: Senior Director 2978 Overseas Highway Marathon, FL 33050 Monroe County Attorney 1111 12 Street Suite 408 Key West, Florida 33040 Section 4 5. GOVERNING LAWS/VENUE: This Agreement shall be construed in accordance with and governed by the laws of the State of Florida and the United States. Exclusive venue for any dispute arising under this Agreement shall be in the Sixteenth Judicial Circuit in and for Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. This Agreement is not subject to arbitration. 2 Section 56. NONDISCRIMINATION: The parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to (1) Title VI of the Civil Rights Act of 1964 (P.L. 88 -352) which prohibits discrimination on the basis of race, color or national origin; (2) Section 504 of the Rehabilitation Act of 1973, as amended (20 U.S.C. s. 1975, as amended (42 U.S.C. ss. 6101 - 6107)), which prohibits discrimination on the basis of age; (4) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; (5) The Comprehensive Alcohol Abuse And Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (6) The Public Health Service Act of 1912, ss. 523 and 527, (42 U.S.C. ss. 290 dd -3 and 290 ee03), as amended, relating to confidentiality of alcohol and drug abuse patient records; (7) The Americans With Disabilities Act of 1990 (42 U.S.C. s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; (8) The Florida Civil Rights Act of 1992, (Chapter 760, Florida Statutes, and Section 509.021, Florida Statutes), as may be amended from time to time, relating to nondiscrimination; and (9) any other nondiscrimination provisions in any federal or state statues or local ordinances which may apply to the parties to, or the subject matter of, this Agreement. Section 67. CODE OF ETHICS: The parties agree that their officers and employees recognize and will be required to comply with the standards of conduct relating to public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Section 68. NO SOLICITATION/PAYMENT: The parties warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not been paid or agreed to pay any person, company, corporation, individuals, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach of violation of this provision, each party agrees that the other party shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration. Section 8 1. SUBORDINATION: This Agreement is subordinate to the laws and regulations of the United States and the State of Florida, whether in effect on commencement of this Agreement or adopted after that date. 5 Section 949. INCONSISTENCY: If any item, condition, or obligation of this Agreement is in conflict with other items of this Agreement, the inconsistencies shall be construed so as to give meaning to those terms which limited the County's responsibility and liability. Section 10-14. PUBLIC ACCESS TO RECORDS: The parties shall allow and permit members of the public reasonable access to, and inspection of, all documents, papers, letters, or other materials subject to the provisions of Chapter 119, Florida Statutes, and made or received by the parties in conjunction with this Agreement. Section 11 -12. NON - RELIANCE BY NON - PARTIES: Other than as stated herein, no person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the parties agree that neither the County nor the City or any agent, officer, or employee of each shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. Section 1243. NO PERSONAL LIABILITY: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of a party in his or her individual capacity, and no member, officer, agent or employee of a party shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Section 13 4-4. NOTICES: All notices and other communications hereunder must be in writing and addressed as follows, or to any other address which either party may designate to the other party by mail: If to County: Roman Gastesi, Jr., County Administrator Monroe County Historic Gato Building 1100 Simonton Street Key West, Florida 33040 Planning & Environmental Resources Department Attn: Senior Director 2798 Overseas Highway Marathon, FL 33050 With a copy to: Robert B. Shillinger, Jr., Esquire Monroe County Attorney's Office P.O. Box 1026 Key West, Florida 33041 -1026 If to City: Charles Lindsey, City Manager City of Marathon 9805 Overseas Highway Marathon, Florida 33050 George Garrett Planning Director City of Marathon 9805 Overseas Highway Marathon, FL 33050 With a copy to: David Migut, Esquire City Attorney City of Marathon 9805 Overseas Highway Marathon, FL 33050 If to Seaview Mr. Brian Schmitt Seaview Commons, LLC 11100 Overseas Highway Marathon, Fl 33050 With a copy to: Thomas D. Wright, Esq. Law Offices of Thomas D. Wright, Chartered 9711 Overseas Highway Marathon, FL 33050 Attorney for Property Owner Any notice required by this Agreement to be given or made within a specified period of time, or on or before a date certain, shall be deemed to have been duly given if sent by certified mail, return receipt requested, postage and fees prepaid; hand delivered, or sent by overnight delivery service. Section 14 15. ENTIRE AGREEMENT/MODIFICATION /AMENDMENT: This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 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. Section 15 4-6. MISCELLANEOUS: Each party represents and warrants to the other that the execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate or other organizational action, as required. 7 Section 16 17. COUNTERPARTS: This Agreement may be executed in several counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument. Section 17 8. EFFECTIVE DATE: This Agreement shall take effect on the date that the last party signs this Agreement. SIGNATURES ON FOLLOWING PAGES 8 IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative. (SEAL) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA ATTEST: KEVIN MADOCK, CLERK ma Deputy Clerk R- Mayor /Chairperson Date: APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF MONROE COUNTY, FLORIDA: Robert B. Shillinger County Attorney 0j (City Seal) APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE CITY OF MARATHON, FLORIDA ONLY: By: DWI Mica City Attorney 10 WITNESSES: Signature Name of witness (printed or typed) Signature Name of witness (printed or typed) II SEAVIEW By: Name: Brian Schmitt Title: Owner