Item I7 1.7
G BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
June 19, 2019
Agenda Item Number: I.7
Agenda Item Summary #5629
BULK ITEM: Yes DEPARTMENT: Planning/Environmental Resources
TIME APPROXIMATE: STAFF CONTACT: Emily Schemper(305) 289-2506
n/a
AGENDA ITEM WORDING: Approval of Amendment 42 to an Interlocal Agreement (ILA)
between Monroe County and the City of Marathon transferring 46 affordable housing ROGO
allocations from the County to the City. The amendment is necessary to (1) reflect the name change
of the project developer to Crystal Cove Housing Partners, LP (previously HTG Crystal Cove
Resort, LLLP); (2) change the income categories of the allocations from previously approved 23 low
income, 3 very low income, and 20 moderate income, to 46 low income allocations; and (3) approve
the Second Amendment to the ILA. The project has been awarded Low Income Housing Tax Credits
(LIHTC) by FHFC.
ITEM BACKGROUND:
On December 14, 2016, the BOCC approved an Interlocal Agreement (ILA)request from the City of
Marathon for 46 affordable housing allocations for a project known as HTG Crystal Cove Resort,
LLLP. At the time, the project was comprised of twenty-three (23) low-income category, three (3)
very-low income category and twenty (20) moderate income category affordable housing units, and
was seeking low income housing tax credit (LIHTC) funding from the Florida Housing Finance
Corporation (FHFC).
On April 17, 2019, the BOCC approved Amendment 41 to the ILA, extending the deadline for
certificates of occupancy for the project from December 31, 2019 to December 31, 2021, at the
request of the City of Marathon.
The project has been awarded Low Income Housing Tax Credits (LIHTC)by FHFC.
The City of Marathon is now requesting Amendment 42 to the ILA, in order to do the following:
1. Change the name of the developer from HTG Crystal Cove Resort, LLLP, to Crystal Cove
Housing Partners, LP;
2. Change the income categories of the Affordable ROGO Allocations from the previously
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approved mix of 23 low income, 3 very low income, and 20 moderate income; to 46 low income
allocations; and
3. Include the time extension approved in April 2019, requiring certificates of occupancy for the
project by December 31, 2021.
The Marathon City Council has approved the project pursuant to Resolutions 2016-71 (Conditional
Use Permit authorizing the development of a 28 unit RV Park, 46 affordable units and 7,700SF of
commercial retail) & 2016-72 (Development Agreement authorizing the development of a 28 unit RV
Park, 46 affordable units and 7,700SF of commercial retail). HTG Crystal Cove holds entitlements
to 34 transient units, 1 market rate unit and 1,663 SF of commercial space.
The City of Marathon approved Amendment 92 to the ILA at their May 28, 2019 City Council
Meeting (City of Marathon Resolution 2019-56).
The request is for the following properties, located at 4900 Overseas Highway in Marathon, with
RE#s: 00327150-000000, 00327910-000000, 00327920-000000, 00327990-000000, 00328000-
000000, 00328010-000000, 00328020-000000, AND 00328030-000000:
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PREVIOUS RELEVANT BOCC ACTION:
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December 14, 2016 - BOCC approved an Interlocal Agreement between Monroe County and the
City of Marathon transferring 23 low income, 3 very low income, and 20 moderate income (46 total)
Affordable Housing ROGO Allocations from Monroe County to the City of Marathon for a project
by HTG Crystal Cove Resort, LLLP.
April 17, 2019 - BOCC approved Amendment 41 to the subject Interlocal Agreement extending the
deadline for certificates of occupancy for the project from December 31, 2019 to December 31,
2021.
CONTRACT/AGREEMENT CHANGES:
n/a
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
ILA Amendment 2 Crystal Housing 190528
ILA Amendment 2 Crystal Housing Comparison 190528
Resolution 2019-56 ILA Amnd 2 Crystal Housing 190528
FINANCIAL IMPACT:
N/A
REVIEWED BY:
Steve Williams Completed 05/31/2019 4:03 PM
Emily Schemper Completed 06/04/2019 11:19 AM
Assistant County Administrator Christine Hurley Skipped
06/04/2019 11:20 AM
Maureen Proffitt Completed 06/04/2019 11:58 AM
Budget and Finance Completed 06/04/2019 12:39 PM
Maria Slavik Completed 06/04/2019 12:57 PM
Kathy Peters Completed 06/04/2019 12:57 PM
Board of County Commissioners Pending 06/19/2019 9:00 AM
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INTERLOCAL AGREEMENT BETWEEN MONROE
COUNTY AND THE CITY OF MARATHON
TRANSFERRING AFFORDABLE HOUSING
RESIDENTIAL DWELLING UNIT ALLOCATIONS
This Agreement("Agreement") is made and entered into this day of , 2019, by
and between Monroe County, a political subdivision of the State of Florida, whose address is 1100
Simonton Street,Key West,Florida 33040("County"), and the City of Marathon, a municipal corporation
of the State of Florida, whose address is 9805 Overseas Highway,Marathon,Florida 33050(the"City").
WITNESSETH: U'
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WHEREAS, Monroe County and the City of Marathon recognize the value of regional
partnerships in smart growth; and
WHEREAS,Policy 101.2.15 of the Year 2010 Monroe County Comprehensive Plan allows Rate
of Growth Ordinance building permit allocations (hereinafter "affordable housing ROGO allocations" or
"affordable ROGOs") for affordable housing projects to be pooled and transferred between local
government jurisdictions within the Florida Keys Area of Critical Concern, if accomplished through an
interlocal agreement between the sending and receiving local governments; and
WHEREAS, Chapter Five (5) of the City Comprehensive Plan identifies goals, objectives and E
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 00
Agreements to transfer affordable ROGOs; and LO
WHEREAS, Monroe County and the City of Marathon recognize the potential economic value
of such transferable affordable ROGO allocations; and
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WHEREAS, this Agreement is entered into pursuant to Florida Statutes, Section 163.01, et seq.,
Florida Interlocal Cooperation Act of 1969, which states:
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"It is the purpose of this section to permit local governmental 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 E
WHEREAS, Crystal Cove Housing Partners, LP, a Florida limited partnership, has received an
allocation from the State of Florida Housing Finance Corporation (FHFC) for Low Income Housing Tax
Credits(LIHTC); and
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AREAS, Crystal Cove Housing Partners, LP has received City of Marathon approval of a
Conditional Use Permit by Resolution for a project that includes 46 affordable housing units
pertaining to the following site:
Legal Description attached as Exhibit A
WHEREAS, the parties have determined that this Agreement is in the best interests of the public i
and the public health, safety, and welfare.
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NOW,THEREFORE,the parties hereto agree as follows:
Section 1. TRANSFER: The parties agree to permit the transfer of up to 46 affordable low income
housing ROGO allocations, from Monroe County to the City of Marathon for allocation, pursuant to this
Agreement, and subject to the conditions contained herein, including but not limited to:
Crystal Cove Housing Partners,LP, or its assignee,constructing and obtaining a Certificate of Occupancy
for all of the affordable housing units, situated upon the subject property described herein, related to the
transferred affordable housing ROGO allocations subject of this Interlocal Agreement, prior to
December 31,2021 (subject to extension for force majeure as approved by Monroe County);and
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The recording of a 99-year Affordable Housing Deed Restriction on all of the affordable housing units
contemplated herein, in accordance with this Agreement, and in accordance with the applicable
requirements of the Code of Ordinances, City of Marathon, Florida and similar requirements of the
Florida Building Code(FBC).
Section 2. ASSIGNMENT: Monroe County has assigned its rights to the affordable housing ROGO
allocation contemplated herein to the City, and the 46 affordable housing ROGO allocations are to be00
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issued by the City to be used specifically by Crystal Cove Housing Partners, LP, or its successor or
assign, at the development in Marathon known as "Residences at Crystal Cove on 4900 Overseas
Highway, Marathon" (Legal Description attached as Exhibit"A"). In the event the subject project or, as
applicable, Crystal Cove Housing Partners, LP, or, as applicable, its assign(s) and successor(s) in interest
or title, fail to obtain federal or state housing financial assistance and complete the construction as
evidenced by issuance of a Certificate of Occupancy for all 46 units by the City of Marathon, any units
which have not received a Certificate of Occupancy shall result in those allocations reverting to Monroe
County and to their former status under the Agreement (subject, however, to Section 25 below); no tj
amendment to this Agreement is necessary or required to trigger this automatic reverter clause.
Section 3. TERM: Subject to and upon the terms and conditions set forth herein, this Interlocal
Agreement shall continue in force until the following occurs:
The project does not complete construction and does not obtain Certificates of Occupancy for all 46
affordable housing units contemplated herein by December 31, 2021 (subject to extension for force
majeure as approved by Monroe County). All affordable housing units for which Certificates of
Occupancy are issued prior to December 31, 2021 shall remain subject to this Interlocal Agreement 0
irrespective of whether all 46 affordable housing units contemplated herein receive Certificates of
Occupancy.
Section 4. NOTIFICATION: The City of Marathon shall (1) Immediately notify Monroe County of any
assignment(s) and successor(s) in interest or title to Crystal Cove Housing Partners, LP's interest(s) in the
affordable housing ROGO allocation contemplated herein, and (2) Shall immediately notify Monroe
County of any assignment(s) and successor(s) in interest or title to the affordable housing ROGO
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allocations contemplated herein above at least thirty (30) business 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. The City of Marathon shall further provide prompt written
notice to Monroe County of the extension, termination, or expiration of the aforesaid Conditional Use
Permit for project contemplated herein.The City of Marathon shall further provide prompt written notice
to Monroe County of the issuance of Certificates of Occupancy for the subject affordable housing units
within thirty(30)business days after issuance of said Certificates. i
All such notices under this Section("Section 4.")shall be sent to the following addresses:
Monroe County Administrator U)
1100 Simonton Street,Key West,FL 33040; and
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Monroe County Planning&Environmental Resources Department e
Attn: Senior Director
Subject: City of Marathon Interlocal Agreement
2798 Overseas Highway,Marathon,FL 33050;and
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With a copy to:
Monroe County Attorney's Office
Attn: County Attorney
Subject: City of Marath6n Interlocal Agreement
P.O.Box 1026
Key West,FL 33041
Mark A. Gould,Jr.,Esq. 00
Arnall Golden Gregory LLP `O
171 171 Street,NW
Suite 2100
Atlanta, GA 30363-1031
Attorney for Property Owner e
Failure of the City of Marathon or Crystal Cove Housing Partners,LP or their assign(s)or successor(s) in
interest or title, to perform any act required by this Interlocal Agreement shall neither impair nor limit the
validity of this Agreement or limit its enforceability in any way. cv
Section 5. CONSTRUCTION AND INTERPRETATION: The construction and interpretation of this E
Interlocal Agreement and Monroe County Code(s) provisions in arising from, related to, or in connection
with this Agreement, shall be deferred in favor of Monroe County and such construction and E
interpretation shall be entitled to great weight on trial and on appeal.
Section 6. NO WAIVER: Monroe County shall not be deemed to have waived any rights under this
Interlocal Agreement unless such waiver has been expressly and specifically provided.
Section 7. LIMITATION OF LIABILITY: In the event of any litigation related to, arising from, or in
connection with this Interlocal Agreement, the parties hereto and Crystal Cove Housing Partners, LP, and
its assignees and successors-in-interest, hereby agree to expressly waive their right to a jury trial.
Section 8. DUTY TO COOPERATE: When required to under this Interlocal Agreement, the City of
Marathon and Crystal Cove Housing Partners, LP, and its assignees and successors-in-interest, shall, to
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ensure the implementation of the government purpose furthered by this Agreement, cooperate with
Monroe County's reasonable requests,regarding the conditions and provisions contained herein.
Section 9. 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 i
Agreement is not subject to arbitration.
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Section 10. 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 U)
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 (3) 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 ee(03), 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 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 non-discrimination; and (9) 00
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any other nondiscrimination provisions in any federal or state statutes or local ordinances which may
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apply to the parties to, or the subject matter of,this Agreement.
Section 11. 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 12.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 13. 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 Interlocal Agreement
or adopted after that date.
Section 14. 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 or liability.
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Section 15. 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 16. NON-RELIANCE BY THIRD-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 i
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, U)
inferior to, or superior to the community in general or for the purposes contemplated in this Agreement.
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Section 17. 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 18. NOTICES: In addition to those communications and notice requirements set forth in Section
4. of this Agreement, all notices and other communications hereunder must he in writing and addressed as
follows,or to any other address which either party may designate to the other party by mail: 0
if to Monroe County:
Roman Gastesi,Jr., County Administrator
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Monroe County Historic Gato Building
1100 Simonton Street `O
Key West,Florida 33040; and
Planning&Environmental Resources Department
Attn: Senior Director
Subject: City of Marathon Interlocal Agreement
2798 Overseas Highway,Marathon,FL 33050; and
With a copy to: cv
Monroe County Attorney's Office E
Attn: County Attorney
Subject: City of Marathon Interlocal Agreement E
P.O.Box 1026
Key West,FL 33041
Mark A. Gould,Jr.,Esq.
Amall Golden Gregory LLP
171 17th Street,NW
Suite 2100
Atlanta, GA 30363-1031
Attorney for Property Owner
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If to the City:
City Manager
9805 Overseas Highway
Marathon,Florida 33050
George Garrett,Planning Director
9805 Overseas Highway i
Marathon,Florida 33050
With a copy to:
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David Migut,Esquire
City Attorney
9805 Overseas Highway
Marathon,FL 33050
Mark A. Gould,Jr.,Esq.
Arnall Golden Gregory LLP
171 17"Street,NW
Suite 2100
Atlanta,GA 30363-1031
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 fee prepaid,hand delivered,or sent by overnight delivery service.
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Section 19. ENTIRE AGREEMENT/MODIFICATION/AMENDMENT: This writing contains the `O
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 20.INCONSISTENCY,PARTIAL INVALIDITY,SEVERABILITY,AND SURVIVAL OF
PROVISIONS: If any condition or provision hereunder, or any portion thereof, is/are held to be invalid tj
or unenforceable in or by any administrative hearing officer or court of competent jurisdiction, the N
invalidity or unenforceability of such condition(s) or provision(s) shall neither limit nor impair the
operation, enforceability, or validity of any other condition or provision hereunder, or remaining portions
thereof. All such other condition(s) or provision(s), or portions thereof, shall continue unimpaired in full
force and effect. E
Section 21. CAPTIONS AND PARAGRAPH HEADINGS: Captions and paragraph headings, where
used herein, are inserted for convenience only and are not intended to descriptively limit the scope and/or
intent of the particular paragraph or text to which they refer.
Section 22. AUTHORITY TO ATTEST: Each party to this Interlocal Agreement represents and
warrants to the other that the execution, delivery, and performance of this Agreement has been duly
authorized by all necessary corporate and other organizational action,as required.
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Section 23. 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.
Section 24. 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 25. OWNER'S RIGHT TO TRANSFER; PERFORMANCE BY RECOGNIZED
MORTGAGEE:
A. Owner's Right to Transfer: Crystal Cove Housing Partners, LP or its U)
successors and assigns in interest or title, as applicable, may: psi
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1. Mortgage its interest in the Property; and
2. Subject to providing written notice thereof to Monroe County, transfer and/or
convey its interests in the Property or the affordable housing ROGO allocations
contemplated herein pursuant to a bona fide foreclosure proceeding or a bona fide deed in
lieu of foreclosure, to a Mortgagee (as hereinafter defined), or its designee or buyer in a
bona fide foreclosure or of the deed in lieu of foreclosure or from the Mortgagee or its
designee that initially acquired the Property via the bona fide foreclosure or the deed in 0
lieu of foreclosure provided that such designee or buyer is a Permitted Developer (as
hereinafter defined) and covenants to perform the construction work required to obtain a
Certificate of Occupancy as required herein, and at all times following such transfer,
comply with the use obligations herein. 00
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R. Performance by Recognized Mortgagee:
1. If Owner shall fail to complete the construction of the Project (as hereinafter
defined) and obtain a Certificate of Occupancy for the affordable housing units related to
the affordable housing ROGO allocations on or before the date set forth in this Interlocal
Agreement, as such date may be extended due to Unavoidable Delay (as hereinafter
defined) or otherwise with the reasonable consent of Monroe County (an "Owner U
Default"), a Recognized Mortgagee (as hereinafter defined) shall have two hundred-
seventy (270) days more than is given to Owner (the "Recognized Mortgagee Cure
Extension Period") to cure, or cause to be cured, such Owner Default. In the event the
Recognized Mortgagee cannot, through the use of commercially reasonable efforts, cure
such Owner Default within the Recognized Mortgagee Cure Extension Period, the
Recognized Mortgagee may have such longer period of time to complete the cure, subject
to the terms herein, by notifying Monroe County and the City of Marathon in writing
sixty (60) days before the end of the Recognized Mortgagee Cure Extension Period set
forth herein, of its intent to (a) institute a Work Out Plan (hereinafter defined) or
(b) institute a foreclosure proceeding. In the event that the Recognized Mortgagee
notifies Monroe County and the City of Marathon of its intent to institute a Work Out
Plan, by the end of the Recognized Mortgagee Cure Extension Period, the Recognized
Mortgagee shall provide Monroe County and the City of Marathon with a plan for its
review and reasonable approval setting forth how the Recognized Mortgagee proposes to
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achieve, or cause the achievement of, completion of construction the Project, including
details of any new or restructured financings, and a revised construction schedule
highlighting the new dates for completion and obtaining a Certificate of Occupancy (the
"Work Out Plan"). Monroe County and the City of Marathon shall have thirty (30) days
from the date of receipt of the Work Out Plan to review and approve the Work Out Plan,
which Work Out Plan shall be approved if the Work Out Plan shows no substantial
deviation from the Project contemplated herein (other than any deviation necessary for
the correction of any work in place at the time of the Work Out Plan that is..required to be
corrected). Once the Work Out Plan is approved by Monroe County and the City of
Marathon, the Recognized Mortgagee shall be granted an additional cure period equal to U)
the amount of time provided for in the final Work Out Plan, subject to Unavoidable
Delay. The Recognized Mortgagee shall promptly commence, or cause commencement,
of, such remedies and cure, and diligently pursue such remedies and cure to completion.
2. In the event that a Recognized Mortgagee notifies Monroe County and the City of
Marathon of its intent to institute a foreclosure proceeding, the Recognized Mortgagee
shall have sixty (60) days from such notice to institute foreclosure proceedings, shall
prosecute the foreclosure proceedings in good faith continuously and with reasonable
diligence and expedition to obtain possession of the Property. Upon obtaining possession
of the Property through a foreclosure, or transfer in lieu of foreclosure, the Recognized
Mortgagee or its designee (the "Subsequent Owner") shall, within one hundred-twenty
(120) days, send to Monroe County and the City of Marathon details of any new or
restructured financings, and a revised construction schedule highlighting the new dates
for completion and obtaining a Certificate of Occupancy (the "Completion Plan"). 00
Monroe County and the City of Marathon shall have thirty (30) days to from the date of LO
receipt to review and approve the Completion Plan, which Completion Plan shall be
approved if the Completion Plan shows no substantial deviation from the Project
contemplated herein(other than any deviation necessary for the correction of any work in
place at the time of the Completion Plan that is required to be corrected). Once the
Completion Plan is approved by Monroe County and the City of Marathon in their
reasonable discretion, the Recognized Mortgagee or Subsequent Owner, as may be
applicable, shall be granted an additional cure period equal to the amount of time �s
provided for in the final Completion Plan, subject to Unavoidable Delay. The
Recognized Mortgagee or Subsequent Owner, as may be applicable, shall promptly
commence or cause commencement of such remedies and cure, and diligently and
continuously pursue such remedies and cure to completion.
C. Definitions: The following capitalized terms shall have the respective meanings
specified below for purposes hereof:
1. "Institutional Lender" means (a) any bank, savings bank, savings and loan
association, commercial bank or trust company (whether acting individually or in a
fiduciary capacity) or an entity controlled by, controlling or under common control with
any of the foregoing, (b) an insurance company organized and existing under the laws of
the United States or any state thereof, (c) a real estate investment trust, a trustee or issuer
of collateralized mortgage obligations, a loan conduit or other similar investment entity
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which (1) is regularly engaged in the business of providing debt or equity financing and
(2) acts through an institutional trustee, (d) a religious, educational or eleemosynary
institution, a federal, state, or municipal employee's welfare, benefit, pension or
retirement fund, any governmental agency, quasi-governmental entity or government
sponsored entity (e.g., Fannie Mae and/or Freddie Mac), (e) any brokerage or investment
banking organization regularly engaged in the business of providing debt financing, or
(f) any combination of the foregoing entities. It is acknowledged and agreed that
µ . Citibank,.,N.A. is an Institutional Lender.
2. "Mortgage" means any mortgage, deed of trust, deed to secure debt, security U)
agreement, collateral assignment or similar instrument encumbering the Property. psi
3. "Mortgagee' means the holder of a Mortgage.
4. "Permitted Developer"means an entity that as of the relevant date of inquiry(a) is
controlled by one or more principals who have at least five (5) years of experience in
developing residential buildings of a similar nature and size as the Project, (b) is (or has
an affiliate which is) a developer, construction manager or general contractor(or engages
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a construction manager or general contractor) with at least five (5) years of experience in
developing residential buildings of a similar nature and size as the Project, and (C) is a 0
Permitted Person.
5. "Permitted Person" means any Person that (a) has not been convicted of a felony
and/or any crime involving moral turpitude in the preceding ten (10) years; (b)has not, at 00
any time in the three (3) preceding years, owned any property which, while in the LO
ownership of such Person, was acquired by in rem tax foreclosure, other than a property
that has been released or is in the process of being released to such Person; and (c) is not
controlled (which in this instance shall mean the power, to direct the management and
affairs of such Person's day to day operations, whether through the ability to exercise
voting power, by contract or otherwise, including the right to make (or consent to) all
capital and other major decisions to be made by such Person) by a Person described in
subsections (a) or(b) above. �s
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6. "Person"means an individual, corporation, partnership,joint venture, estate, trust,
unincorporated association, any federal, state, county or municipal government, or any
bureau, department or agency thereof and any fiduciary acting in such capacity on behalf
of any of the foregoing.
7. "Project" means the multifamily residential project and other structures,
improvements and appurtenances to be constructed on the Property.
8. "Property" means the property described on Exhibit "A" to this Interlocal
Agreement.
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9. "Recognized Mortgage" means a Mortgage (a) that is held by an Institutional
Lender(or a corporation or other entity wholly owned by an Institutional Lender), and(b)
which is recorded in the Official Records of Monroe County.
10. "Recognized Mortgagee" means the holder of a Recognized Mortgage.
11. "Unavoidable Delay(s)" means actual delays affecting the applicable work to be
performed under this Interlocal Agreement from causes beyond Owner's reasonable
control, including delays due to acts of God (including earthquakes, floods and
inordinately severe weather conditions of extended duration and impact), industry-wide U)
strikes or other similar labor stoppages (not including labor actions specific to the Project psi
or affecting a single group of contractors or suppliers), shortages or inability to obtain
labor, fuel, steam, water, electricity, equipment, supplies, or materials (for which no
substitute is readily available), inability to obtain labor, materials or permits due to
unscheduled extraordinary governmental restrictions, governmental actions or orders of
general applicability (not including actions or orders specific to the Project), any order or
judgment that results in an injunction or a restraining order prohibiting or otherwise
delaying the commencement or continuation of construction or other acts, provided such
litigation was not instituted, financed or supported by the applicable party or any of its e
affiliates, enemy action or terrorism, civil commotion, fire, or unavoidable casualty; but 0
in each case, only to the extent the same is not attributable to the acts or omissions of
Owner and for which Owner has given Monroe County notice of such delay event within
sixty(60) days after Owner became, or should have become, aware of same.
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Section 26.EFFECTIVE DATE: This Agreement shall take effect on the date set forth above.
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized
representative.
ATTEST: KEVIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY,FLORIDA
By: By: i
Clerk
Mayor George Neugent
Date: U)
APPROVED AS TO FORM AND LEGAL SUFFICIENCY
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By:
Assistant County Attorney
ATTEST: THE CITY OF MARATHON,FLORIDA 3
By: By:
DIANE CLAVER Mayor:
City Clerk
Date:
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(City Seal)
APPROVED AS TO FORM AND
LEGALITY FOR THE USE AND
RELIANCE OF THE CITY OF
MARATHON,FLORIDA ONLY:
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By:
David Migut.City Attorney E
STEIV a T. WILLf�'iAgS"...
A881sTANT �1TTOletNE1'
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EXHIBIT"A"
LEGAL DESCRIPTION
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INTERLOCAL AGREEMENT BETWEEN MONROE
COUNTY AND THE CITY OF MARATHON
TRANSFERRING AFFORDABLE HOUSING
RESIDENTIAL DWELLING UNIT ALLOCATIONS
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This Agreement ("Agreement") is made and entered into this II tl` day of II:��.��������a u ul,����,q, ..
2019 by and between Monroe County, a political subdivision of the State of Florida,
whose address is 1100 Simonton Street, Key West, Florida 33040 ("County"), and the City of Marathon,
a municipal corporation of the State of Florida, whose address is 9805 Overseas Highway, Marathon,
Florida 33050 (the "City").
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WITNESSETH:
WHEREAS, Monroe County and the City of Marathon recognize the value of regional
partnerships in smart growth; and
WHEREAS, Policy 101.2.15 of the Year 2010 Monroe County Comprehensive Plan allows Rate
of Growth Ordinance building permit allocations (hereinafter"affordable housing ROGO allocations" or
"affordable ROGOs") for affordable housing projects to be pooled and transferred between local
government jurisdictions within the Florida Keys Area of Critical Concern, if accomplished through an
interlocal agreement between the sending and receiving local governments; and
WHEREAS, Chapter Five (5) of the City Comprehensive Plan identifies goals, objectives and <
policies to provide for development pursuant to intergovernmental coordination and interlocal 00
agreements; and `CD
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WHEREAS, Monroe County and the City of Marathon have previously entered into Interlocal
Agreements to transfer affordable ROGOs; and
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WHEREAS, Monroe County and the City of Marathon recognize the potential economic value
of such transferable affordable ROGO allocations; and U
WHEREAS, this Agreement is entered into pursuant to Florida Statutes, Section 163.01, et seq., U)
Florida Interlocal Cooperation Act of 1969,which states:
"It is the purpose of this section to permit local governmental units to make the most U
efficient use of their powers by enabling them to cooperate with other localities on a tj
basis of mutual advantage and thereby to provide services and facilities in a manner and C14
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
V� III I III 4.JJ,;,Aj�,;::WHEREAS, Crystal Cove HousingPartners- L a Florida limited partnership has
received an allocation from the State of Florida Housing Finance Corporation (FHFC) for Low Income
Housing Tax Credits (LIHTC) tq:i p�ueai k:pl klewLLHN H., 1Gtwii�i� O r'O:kl; and
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WHEREAS, I I:`O: a G�',f4a� Go::�,e MiO,SOF I:: ,::III II a k:k)�m �iEI Miki...
�ff q mg �pl r'P I 7 kunvh r:1w 7 � k ekp suuui� m �
I IBC G N�S[a� GuW ReSOY I:rll II CQ=TStal Cove Housing Partners_ LP has received City of Marathon
approval of a Conditional Use Permit by Resolution �20 7 for a project that includes 46
affordable housing w o Bi i u�ee qik:ul d�3g units pertaining to the following site:
Legal Description attached as Exhibit A psi
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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. TRANSFER: The parties agree to permit the transfer of up to 46 affordable 4.0 o0...
uflk eEt1tlH S7 �ro��Wll ^. f'd �;ml I C 4 p�'V�'i° I10� fi�� I ru,Yl .k)ro ��� �ro��W 'hl 1'+�roq�i ��0q ,', ��..�`, "w q�ro4,,...�gV �rogII�V�' '4'�j &��i✓... 0
uniid I r°01 m6kleaai4lWdaIMaw income housing ROGO allocations, from Monroe County to the
City of Marathon for allocation, pursuant to this Agreement, and subject to the conditions contained E
herein, including but not limited to:
I 40;;J Crystal Cove Resk: l III:d ,II2 causing Partners_ LP, or its assignee, constructing and obtaining a
Certificate of Occupancy for all of the affordable housing units, situated upon the subject property ®0
described herein, related to the transferred affordable housing ROGO allocations subject of this LO
Interlocal Agreement, prior to December 31, 20..:1..�)2021 subject to extension for force majeure as
approved by Monroe Count; and
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The recording of a 99-year Affordable Housing Deed Restriction on all of the affordable housing units
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contemplated herein, in accordance with this Agreement, and in accordance with the applicable
requirements of the Code of Ordinances, City of Marathon, Florida and similar requirements of the
Florida Building Code (FBC).
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Section 2. ASSIGNMENT: Monroe County has assigned its rights to the affordable housing ROGO
allocation contemplated herein to the City, and the 46 affordable housing ROGO allocations are to be
issuesuccessor by fhe City or assign, at the de be used pelopment ecifically m Marathon knowal n asll:�.��,��klHausing Partners_LP, or its �
"Residences at Crystal Cove on 4900
Overseas Highway, Marathon" (Legal Description attached as Exhibit "A"). In the event the subject
project or, as applicable, I ITO,_ Crystal Cove Resk� H I,I,I 7:12 usinp- Partners_ LP or, as applicable, its �
assign(s) and successor(s) in interest or title, fail to obtain federal or state housing financial assistance E
and complete the construction as evidenced by issuance of a Certificate of Occupancy for all 46 units by
the City of Marathon, any units which have not received a Certificate of Occupancy shall result in those
allocations reverting to Monroe County and to their former status under the Agreement
hQweverm to Section 25 belowl; no amendment to this Agreement is necessary or required to trigger this
automatic reverter clause.
Section 3. TERM: Subject to and upon the terms and conditions set forth herein, this Interlocal
Agreement shall continue in force until Hle k4'the following; ei*cccurs:
Pi u.e� qaim�� ����I ��!w�{I t w aMekl I 6�i t u a u H 4 IL�C II i If _ ll�t�' II i t;.II i _1 I� wm a �� u u 1w 1 2!1L I ids I J OF II W:...
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The project does not complete construction and does not obtain Certificates of Occupancy for all 46
affordable housing units contemplated herein by December 31, Z:!4).q'142021 (subject to extension for force
majeure as approved by onme. County). All affordable housing units for which Certificates of
Occupancy are issued prior to December 31, ;x'u)q!142021 shall remain subject to this Interlocal Agreement 0
irrespective of whether all 46 affordable housing units contemplated herein receive Certificates of
Occupancy.
Section 4. NOTIFICATION: The City of Marathon shall(1) Immediately notify Monroe County of any
assignment(s) and successor(s) in interest or title to q q 1f 0,J Crystal Cove ll4 eSk:H : N 4 4 712Housinp- Partners
LP's interest(s) in the affordable housing ROGO allocation contemplated herein, and (2) Shall
immediately notify Monroe County of any assignment(s) and successor(s) in interest or title to the 0
affordable housing ROGO allocations contemplated herein above at least thirty (30) business 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. The City of Marathon shall further
provide prompt written notice to Monroe County of the extension, termination, or expiration of the
aforesaid Conditional Use Permit for project contemplated herein. The City of Marathon shall further
provide prompt written notice to Monroe County of the issuance of Certificates of Occupancy for the
subject affordable housing units within thirty (30)business days after issuance of said Certificates. 0
All such notices under this Section ("Section 4.") shall be sent to the following addresses: E
Monroe County Administrator
1100 Simonton Street, Key West, FL 33040; and
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Monroe County Planning &Environmental Resources Department LO
Attn: Senior Director
Subject: City of Marathon Interlocal Agreement
2798 Overseas Highway, Marathon, FL 33050; and A
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With a copy to:
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Monroe County Attorney's Office
Attn: County Attorney
Subject: City of Marathon Interlocal Agreement
P.O. Box 1026
Key West,FL :7'4)4)33041
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q1u wquu I ... a�i q:u.�: U
Mark A. Gould_ lr. Esq.
awwa.01gqe�"rroI ql'V k&Fill 0,r ::::) � ��gM1W�q&I �_q"�"4'''���4'q'���Ilil'
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Arnall Golden Gregoni LLP
171 17th Street_IOW
Suite 2100
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Alanta, GA 30363®1031
Attorney for Property 0::w,,w,ii.e.p:�:0wn r
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II1 Failure of the City of Marathon or I0,_u Crystal Cove ��16Sk:� ::: 1,N 412 ousina Partners_ LP or their
assign(s) or successor(s)in interest or title,to perform any act required by this Interlocal Agreement shall
neither impair nor limit the validity of this Agreement or limit its enforceability in any way.
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Section 5. CONSTRUCTION AND INTERPRETATION: The construction and interpretation of this
Interlocal Agreement and Monroe County Code(s)provisions in arising from,related to, or in connection
with this Agreement, shall be deferred in favor of Monroe County and such construction and
interpretation shall be entitled to great weight on trial and on appeal. 0
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Section 6. NO WAIVER: Monroe County shall not be deemed to have waived any rights under this
Interlocal Agreement unless such waiver has been expressly and specifically provided.
Section 7. LIMITATION OF LIABILITY: In the event of any litigation related to, arising from, or in U'
connection with this Interlocal Agreement, the parties hereto and K e!� )�s 1 dabk,,....D� ���°�����uq�����°�3 if�:
I Crystal Cove Housing Partners_ LP, and its assignees and successors-in-interest, hereby agree to 0
expressly waive their right to a jury trial.
Section 8. DUTY TO COOPERATE: When required to under this Interlocal Agreement, the City of
Marathon
)�4 : labk ���,�u��� q�p��uuu��,.au� kIk: N,� GCDistal Cove Housing Partners_ LP, and its
assigneesand successors-in-interest, shall, to ensure the implementation of the government purpose
furthered by this Agreement, cooperate with Monroe County's reasonable requests, regarding the
conditions and provisions contained herein.
Section 9. GOVERNING LAWS/VENUE: This Agreement shall be construed in accordance with and E
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.
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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. 00
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Section 10. 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 U)
the part of any effective the date of the court order. The parties agree to comply with all
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Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These E
include but are not limited to (1) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits U
discrimination on the basis of race, color, or national origin; (2) Section 504 of the Rehabilitation Act of
1973, as amended t3) 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), 0
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 ee(03), as amended, relating to C14
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 E
the basis of disability; (8) The 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 non-discrimination; and (9)
any other nondiscrimination provisions in any federal or state statutes or local ordinances which may
apply to the parties to, or the subject matter of,this Agreement.
Section 11. 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.
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Section 12. 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 parry 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 13. 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 lnterlocal Agreement
or adopted after that date.
Section 14. 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 or liability.
Section 15. 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 E
this Agreement.
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Section 16. NON-RELIANCE BY THIRD-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 00
any third-parry claim or entitlement to or benefit of any service or program contemplated hereunder, and LO
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 r_
individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, U)
inferior to, or superior to the community in general or for the purposes contemplated in this Agreement.
Section 17. 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 0
Agreement.
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Section 18. NOTICES: In addition to those communications and notice requirements set forth in Section
4. of this Agreement, all notices and other communications hereunder must he in writing and addressed
as follows, or to any other address which either party may designate to the other parry by mail:
if to Monroe County:
Roman Gastesi, Jr., County Administrator
Monroe County Historic Gato Building
1100 Simonton Street
Key West, Florida 33040; and
Planning &Environmental Resources Department
Attn: Senior Director
Subject: City of Marathon Interlocal Agreement
2798 Overseas Highway, Marathon, FL 33050; and
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With a copy to:
Monroe County Attorney's Office
Attn: County Attorney
Subject: City of Marathon Interlocal Agreement I
P.O. Box 1026 >
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Key West, FL : 7'4)4)33041
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Mark A. Goulds lr. Esq.
,k 4 ffV�� 014�eQ! o I' Pi Fill 0H 7) 0
Amall Golden GreLyoni LLP
171 17 th Street_IOW
Suite 2100
A 30363-1031
Alanta, GA
Attorney for Property 0
If to the City: E
City Manager
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9805 Overseas Highway <
Marathon, Florida 33050 00
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George Garrett, Planning Director LO
9805 Overseas Highway
Marathon, Florida 33050
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With a copy to:
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David Migut, Esquire 0
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City Attorney
9805 Overseas Highway
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Marathon, FL 33050 0
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Mark A. G Esq.
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Amall Golden GreLyoni LLP
171 17 th Street_N
Suite 2100 E
A Alanta, GA 30363-1031 <
Attorney for Property 0!w<<�ai&s03yner
Any notice required by this Agreement to be given or made within a specified period of time, or on or before a E
date certain,shall be deemed to have been duly given if sent by certified mail,return receipt requested,postage and 0
fee prepaid;hand delivered,or sent by overnight delivery service.
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Section .1.5:49 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 0
terms of this Agreement,unless executed with the same formality as this document. �i
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Section 16 lFiel:iii)uimsislw4`:'�:.uiie:!:," ...Viii°1.iid IFi ,,iau lid it Se:ive.�iriiibiifiity3 iiuiid St wvi:ivi 111 of Viro� ,isio)FIS20. �
INCONSISTENCY. PARTIAL INVALIDITY. SEVERADILITY. AND SURVIVAL OF
PROVISIONS: if any condition or provision hereunder, or any portion thereof, is/are held to be invalid U)
or unenforceable in or by any administrative hearing officer or court of competent jurisdiction, the
invalidity or unenforceability of such condition(s) or provision(s) shall neither limit nor impair the 0
operation, enforceability, or validity of any other condition or provision hereunder, or remaining portions
thereof All such other condition(s) or provision(s), or portions thereof, shall continue unimpaired in full
force and effect.
Section 177 Ciiiptiiiii)uiis iiuimd III"� w iu�ww °� III L III leiickiiigs2L CAPTIONS AND A A 'RAPH HEADINGS:
Captions and paragraph headings, where used herein, are inserted for convenience only and are not
intended to descriptively limit the scope and/or intent of the particular paragraph or text to which they 0
refer.
Section 1�8:i: Amithiiiwii1.y.... to w H*422, AUTHORITY TO ATTEST: Each party to this lnterlocal �
Agreement represents and warrants to the other that the execution, delivery, and performance of this
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Agreement has been duly authorized by all necessary corporate and other organizational action, as
required. 00
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Section „1.9723. 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 r-
organizational action, as required. U)
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Section ,20.2 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 1 1 -1 1,,,;,;1 1 1 4 ,, , 9
�,b r ""AI �,(
ER'S RIGHT TO TRANSFERLPERED.RMANCE BY RECOGNIZED MORTGAGEE- 0
A. Owner's Right to Transfer: Crystal Cove Housing Partner&=LP===D=r==ijs successors U)
and assigns in interest or title_ as aP lima may:
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1_ Mortgage its interest in the PrODerty, and
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I Sub`ec� t to Drovidinu written notice thereof to Monroe County transfer and/or
convey its interests in the Prosy or the affordable housing ROGO allocations E
contemplated herein pursuant to a bona fide foreclosure proceeding or a bona fide deed in
lieu of foreclosure to a Mortgagee (as hereinafter defined)_ or its designee or buyer in a
bona fide foreclosure or of the deed in lieu of foreclosure or from the Mortgagee or its
designee that initially acquired the Prol2eM via the bona fide foreclosure or the deed in
lieu of foreclosure provided that such designee or buyer is a Permitted Develo ear (as
hereinafter defined) and covenants to perform the construction work required to obtain-a-
Certificate of Occupy as required herein and at all times following such transfer
comply with the use obligations herein.
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B, Performance bv Recognized Martgagee:
L If Owner shall fail to complete the
construction of the Proiect (as hereinafter
defined) and obtain a Certificate Of OCCUDancy for the ?_related to
affordable housing ROGO allocations on or before the date setforth in this Interlocal 0
Agreement- as such dale may be extended due to Unavoidable Delay (as hereinafter
defined) or otherwise with the reasonable consent of Monroe County (an "Owner
Default"), a Recognized Mortgagee as hereinafter defined) shall have two-
hundred-seventv (270 thaniven to Owner the "Recognized Mortgagee s is 0
Cure Extension Period") to cure- or cause to be cured- such Owner Default, In the event.
"h Recognized Mortgagee cannot- through the use of commercially reasonable effbas__
cure such Owner Default within the Recognized Mortgagee Cure ExtensionPeriod-j-h-e-
Recognized Mortgagee may have such Ion Deriod of time to complete,the cure- subs
to the terms herein- by notifving Monroe County and the City of Marathon in writing_
sixty (60) days before the end of the Recognized Mortgagee Cure Extension Period SCL 0
forth herein of its intent to (a) institute a Work Out Plan (hereinafter defined) or (b)
institute a -foreclosure Droceedinu. In the event that the Recognized Mortgagee notifies
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Monroe County and the City of Marathon of its intent to institute a Work Out Plan- by the
end of the Recognized Mortgagee Cure Extension Period—the Recognized Moggag=
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shall Droyide Monroe County and the City of Marathon with a Dlan for its review and <
reasonable aDDroval setting forth how the Recognized Mortgagee proposes to
achieve,, or CO N
cause the achievement of COMD iect]etion of construction the Pro - including details of anv LO
new or restructured financings, and a revised construction schedule highlighting the new
dates for COMDletion and obtaining a Certificate Of OQQUDancv (the "Work Out Plan"), 0
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Monroe Count v and the City of Marathon shall have thirty (30) days from the date of I-
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receipt of the Work Out Plan to review and aDDrove the Work Out Plan- which Work Out E0.
Plan shall be approyed if the Work Out Plan shows no substantial deviation from the0
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Project contemplated herein (other than any deviation necessary for the correction of any
work in )-lace at the time of the Work Out Plan that is required to be corrected). Once the U)
Work Out Plan is aDDroved by Monroe County and the City of Marathon- the Recognized
Mortgagee shall be granted an additional cure Deriod eaual to the amount of time
Drovided for in the final Work Out Plan- subject to Unavoidable Delay, The Recognized U)
Mortgagee shall promptly commence- or cause, commencement, of, such remedies and
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cure- and diligently pursue such remedies and cure to COMDletion,
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I In the event that a Recognized Mortgagee notifies Monroe County and the City of
Marathon of its intent to institute afoudmure Droceedinu- the Recognized Mart
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shall have sixty (60) days from such notice to institute foreclosure 12roceedinus- shall <
Drosecute the foreclosure Droceedinus in good fa
ith continuously and with reasonable-
diligence and expedition to obtain possession of the Property. UDon obtaining possession
of the Property through a foreclosurein lieu of foreclosure_ he Recognized
- or transfer osure- t
Mortgagee or its designee the "Subsequent Owner") shall- within one hundred-twentyE
(120) days- send to Monroe County and the City of Marathon details of any new or
restructured financings- and a revised construction schedule highlighting the new dates
forcompletion and obtaining a Certificate Of OCCUDancy (the "COMDletion Plan").
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Monroe County and the City of Marathon shall have thirty (30) days to from the date of
receipt to review and aDDrove the Completion Plan, which Completion Plan shall be
aDDroved if the COMDletion Plan shows no substantial deviation from the PrQx' CL
contemplated her r than any deviation necessary for the correction of work in
)-lace at the time of the COMDletion Plan that is required to be corrected). Once the
OMDletion Plan is aDproyed by Monroe County and the City of Marathon in their 0
reasonable discretion- the Recognized Mortgagee or Subsequent 03ynaas may be
aDDficableI_ shall be granted an additional cure peri d equal to the amount of time U)
Drovided for in the -final COMDletion Plan- subiect to Unavoidable Delay, The psi
Recognized Mortgagee or Subsequent Owner s may be aDDlicable- shall DrOMDtIV C
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commence or cause commencement of such remedies and cure- and diligently and
continuously Dursue such remedies and cure to completion,
C, Definitions: The following caDitalized terms shall have the reSDective meanings
specified below for Durposes hereof,
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L "Institutional Lender" means (a) any bank- savings bank- savings and loan
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association- commercial bank or trust QOMDanv (whether acting individually or in a 0
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fiduciary caDacity) or an entity controlled bv- controlling or under common control with 'a
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any of the foreaoinu- (b) an insurance COMDanv organized and existing under the laws of 0
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the United States or any state thereof (c) a real estate investment trust a trustee or issuer
of collateralized mortgage obligations- a loan conduit or other similar investment entity 00
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which (1) is regularly engaged in the business Of Drovidinu debt or equity financing and LO
(2) acts through an institutional trustee- (d) a religious- educational or eleemosynary
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institution- a federal- state- or muniCiDal eMD10yee'S welfare- benefit- Dension or T0
retirement fund- anv governmental auencv- ouasi-governmental entity or government
sponsored entity (e.g.- Fannie Mae and/or Freddie Mae)- (e) anv brokerage or investment E0.
banking organization regularly engaged in the business Of Droviding debt financing- or fp 0
any combination of the foregoing entities. It is acknowledged and agreed that CitibanIc
N.A. is an Institutional Lender. U)
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I "Mortgage" means any mortgage, deed of jmsL deed to secure debt, security
agreement- collateral assignment or similar instrument encumbering the PrODertv. U)
3 "Mortgagee" means the holder of a Mortgage. C14
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4- "Permitted Deyeloper" means an entity that as of the relevant date of inquiry (a) is 'a
controlled by one or - . . als who have at least five (Sy ears of experience in E
more DrD
develMinu residential buildings of a similar nature and size as the Project- (b) is (or has <
an affiliate which is) a develoDer- construction manager or general contractor (or engages
a construction manager or general contractor) with at least five (5) years of experience in
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developing residential buildingsE
dings of a similar nature and size as the Project- and (c) is a 0
Permitted Person—
5, "Permitted Person" means anv Person that (a) has not been convicted of a felony
and/or any crime involving moral turpitude in the preceding ten (10) yeam O�) has not- at
13391302v�2
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any time in the three (3) Dreceding years- owned any DrODedy which- while in the
ownership of such Person- was acquired by in rem tax foreclosure, other than a DrODerty
that has been released or is in the Drocess of being released to such Person;=AnA (c) is not
controlled (which in this instance shall mean the Dower- to direct the management and.
affairs of such Person's day to day ODerations- whether through the ability to exercise
voting Dower- by contract or otherwise- including the right to make (or consent t al 0
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capital and other major decisions to be made by such Person) by a Person described in
subsections (a) or(b) above, U)
6, "Person" means an individual- corDoration- DartnershiD-Joint venture- estate_ trust C
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unincorporated association,- anv federal- state- county or mumCmal government- or anv
bureau- department or agency
thereof and anv fiduciary acting in such caDacitv on behalf
of any of the fore
7- "Project" means the multifamily residential Droject and other structures-_ <
inlDrovements and appurtenances to be constructed on the Proe rtv.
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8, "Propertv" means the DrODertv described on Exhibit "A" to this mtedmc al
Agreement.
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2 "Recognized Mortgage" means a Mortgage (a) that is held by an Institutional <
Lender (or a corporation or other entity wholly owned by an Institutional Lender)- and (b) 00
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which is recorded in the Official Records of Monroe County,
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10, "Recognized Mortgagee" means the holder of a Recognized Mortuaue. 0
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rl, "Unavoidable Delav(s)" means actual delays affecting the aDDlicable work Ao-12-e-
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Derformed under this Interlocal Agreement from causes beyond Owner's reasonable- 0
control- including delays due, to acts of God (including earthouakes- floods and
inordinately severe weather conditions of extended duration and iMDact)_ industry-wide U)
strikes or other similar labor StODDaues (not including labor actions specific to the Project 0
or affecting a single urOUD of contractors or suppliers)- shortages or inability to obtain
labor- fuel- steam- water- electricity- eauiDment- SUDDlies- or materials (for which no U)
substitute is readily available) inability to obtain labor- materials or hermits-due-1-o
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unscheduled extraordinary governmental restrictions—governmental actions or orders of
general aDDlicabilitv (noLincluding actions or orders SDecific to the Project)- anv order or C
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judgment that results in an injunction or a restraining order Drohibitinu or otherwise 'a
Edavinu the commencement or continuation of construction or ther acts- Drovided such litigation was not instituted- financed or SUDDorted by the aDDlicable Dartv or anv of its
affiliates- enemy action or terrorism- civil commotion- fire- or unavoidable casualty- but
in each case- only to the extent the same is not attributable to the acts or omissions of
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Owner and for which Owner has given Monroe County notice of such delay event within. 0
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sixty (60) days after Owner became- or should have become- aware of same_
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Isimatures on follow'nLy DaLyel 0
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized
representative.
ATTEST: KEVIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: By:
Clerk
Mayor George Neugent
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Date:
APPROVED AS TO FORM AND LEGAL SUFFICIENCY
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By:
Assistant County Attorney
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ATTEST: THE CITY OF MARATHON, FLORIDA
D ANE CLAVER Mayor: E
City Clerk `0
Date:
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1.7.b
(City Seal)
APPROVED AS TO FORM AND asp
LEGALITY FOR THE USE AND >
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RELIANCE OF THE CITY OF
MARATHON,FLORIDA ONLY:
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By:
David Migut. City Attorney
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1.7.b
EXHIBIT"A"
LEGAL DESCRIPTION
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1.7.b
Document comparison by Workshare 9.5 on Thursday, April 18, 2019 12.19.17
PM
>
Document 1 ID interwovenSite://AGGDMS/AGG/13391302/1
�s
Description 13391302v1<AGG> - Interlocal Agreement (Crystal
Cove)
Document 2 ID interwovenSite://AGGDMS/AGG/13391302/2
13391302v2<AGG> - Interlocal Agreement (Crystal
Description Cove)
Rendering set Standard
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Insertions 90
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Total changes 153
Packet Pg. 1139
1.7.c
Sponsored by: Lindsey
to
CITY OF MARATHON, FLORIDA
RESOLUTION 2019-XXX
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A RESOLUTION OF THE CITY OF MARATHON, FLORIDA, psi
APPROVING THE SECOND AMENDMENT TO THE INTERLOCAL
AGREEMENT (ILA) BETWEEN THE CITY OF MARATHON AND
MONROE COUNTY TRANSFERRING AFFORDABLE HOUSING
RESIDENTIAL DWELLING UNIT ALLOCATIONS FOR AN APPROVED
PROJECT IN THE CURRENT OWNERSHIP OF CRYSTAL COVE 3
HOUSING PARTNERS LP; SAID ILA ORIGINALLY APPROVED
PURSUANT TO CITY RESOLUTION 2016-125 AND SUBSEQUENTLY
AMENDED PURSUANT TO RESOLUTION 2019-28; THE SUBJECT
AMENDMENT WILL UPDATE OF CURRENT OWNERSHIP IN THE
PROJECT AND ADD A SECTION TITLED, "OWNER'S RIGHT TO
TRANSFER; PERFORMANCE BY RECOGNIZED MORTGAGEE;" E
PROJECT IN THE OWNERSHIP OF CRYSTAL COVE MARKET SITE
LLC (FORMERLY HTG CRYSTAL COVE), TO BE LOCATED 4900
OVERSEAS HIGHWAY, MARATHON, FLORIDA ON PROPERTIES g
INCLUDING REAL ESTATE NUMBERS 00327150-000000, 00327910- �
000000, 00327920-000000, 00327990-000000, 00328000-000000, 00328010-
000000, 00328020-000000, AND 00328030-000000. NEAREST MILE
MARKER 50; RESCINDING RESOLUTION 2017-106; AND PROVIDING LO
FOR AN EFFECTIVE DATE.
WHEREAS, On or about December of 2016, the City of Marathon and Monroe County
entered into an Interlocal Agreement (ILA) (Resolution 2016-125) transferring forty-six (46)
affordable housing residential dwelling units to the City to be utilized in a project in the ownership of
HTG Crystal Cove, LLC (Original Applicant); and
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WHEREAS, the project known as Crystal Cove Housing Partners LP (originally HTG
Crystal Cove) and Key Vaca LLC have submitted building plans jointly to complete a combined
project; and
WHEREAS, the building plans should be approved within the next several weeks L?
(approximately May 30, 2019); and
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WHEREAS, a request to extend the ILA was made in Resolution 2019-28 and subsequently
approved by the County; and 0
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WHEREAS; the City sought the affordable allocations for the project through an
interlocal agreement between the County and City, accepted through Resolution 2016-125 and
thereafter extended through Resolution 2019-28; and E
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1.7.c
WHEREAS; Crystal Cove Housing Partners, LP (the "Applicant") has acquired or shall
acquire the subject property and the allocable development rights previously owned by Originals
Applicant and the Applicant proposes to develop forty-six (46) affordable housing residential
units; and �s
WHEREAS,this Resolution seeks a Second Amendment to the ILA in order to recognize a U'
change in project ownership and to add a section titled,"Owner's Right To Transfer;Performance By psi
Recognized Mortgagee," 0
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MARATHON, FLORIDA, THAT:
a
Section 1. The above recitals are true and correct and incorporated herein.
0
Section 2. The City requests that the ILA approved pursuant to Resolution 2016-125 and
extended pursuant to Resolution 2019-28, be amended to reflect a change in project ownership and E
to add a section titled "Owner's Right To Transfer; Performance By Recognized Mortgagee" and
provides the attached Amendment document for proposed execution(EXHIBIT A). E
Section 3. The City Clerk shall forward a certified copy of this Resolution to appropriate
individuals at Monroe County,Florida,the Florida Department of Economic Opportunity,the Florida
Housing Finance Corporation, the Florida Task Force on Affordable Housing, and the Executive
Offices of the Governor.
00
Section 4. Effective Date. This Resolution shall become effective immediately upon its LO
adoption.
PASSED AND APPROVED by the City Council of the City of Marathon, Florida, this
28 ' day of May, 2019. �
THE CITY OF MARATHON, FLORIDA U)
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John Bartus, Mayor
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
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Diane Clavier, City Clerk
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(City Seal)
Packet Pg. 1141
1.7.c
APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE
CITY OF MARATHON, FLORIDA ONLY:
David Migut, City Attorney U'
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EXHIBIT A
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