06/20/2002 Option Agreement
Cleltl olllle
Circun coun
Danny L. Kolhage
Clerk of the Circuit Court
Phone: (305) 292-3550
FAX: (305)295-3663
e-mail: phancock@monroe-derk.com
MernorGJUium
TO: James Hendrick
County Attorney
ATTN: Jan Hotalen, Assistant
County Attorney's Office
FROM: Pamela G. Hanc~
Deputy Clerk
DATE: June 24, 2002
At the June 20, 2002, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Option Agreement for the Transfer of a Wastewater System
with Duck Key Wastewater Cooperative, Inc., (DKWC); Hawk's Cay Investors, Ltd., (HCI); and the Board of
County Commissioners of Monroe County (BOCC). This Option Agreement grants the County the option
(but does not require) transfer of the Hawk's Cay plant to the County or its assignee to maximize flexibility
in providing central wastewater treatment to Conch Key and Duck Key.
Enclosed is a certified copy of the above mentioned for your handling. Should you have
any questions please do not hesitate to contact this office.
Cc: County Administrator w/o document
Finance
File/'
OPTION AGREEMENT FOR THE TRANSFER
OF A WASTEWATER SYSTEM
THIS OPTION AGREEMENT for the transfer of a wastewater system is entered into by
the Duck Key Wastewater Cooperative, Inc., a Florida not-for-profit corporation (DKWC);
Hawk's Cay Investors, Ltd., a Florida limited partnership (HeI); and the Board of County
Commissioners of Monroe County, Florida (BOCC);
WHEREAS, pursuant to the Development Order ("D.O.") issued for the Hawk's Cay
DRI, HeI agreed to transfer the ownership of the wastewater transmission and treatment
system (System) serving the Hawk's Cay Development of Regional Impact together with
certain easements necessary for anticipated expansion of the system.
WHEREAS, the BOCC has not yet determined the most cost-effective method to
proceed with upgrade and expansion of the wastewater treatment facility and expansion of
the service area and has not yet conducted the public hearing and prepared the report
required by Sec. 125.3401, F.S., and so cannot yet enter into a binding contract to
purchase the System and related easements.
WHEREAS, in view of the above, HCI and DKWC desire to grant the BOCC an
exclusive option within which to enter into a purchase agreement for the System and
easements; now, therefore,
IN CONSIDERATION of the mutual promises and covenants set forth below, the
parties agree as follows:
1. The effective date of this option agreement is June 20, 2002.
2. In consideration of HeI's obligation under the D.O., HeI and DKWC grants the
BOCC an option, to be exercised only at the discretion of the BOCC and effective for 2
years, to enter Tnto a transfer agreement ("the Transfer Agreement") with HCI and DKWC
for the purchase of the System and easements. The purchase price will be $10.00, and the
other terms (including without limitation agreements with respect to reuse water, EDUs and
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rates) will be negotiated between the parties and included in the Transfer Agreement.
eoee (or its assignee pursuant to Paragraph 4, below) may exercise this option by so
notifying HCI and DKWC, in writing prior to expiration of this option agreement.
In order to assure fair and equitable allocation of System costs among all users, those
other terms will be the subject of a public hearing at which input will be solicited from Duck
Key, Conch Key, Walker Key and Indies Island property owners. The Transfer Agreement
will become effective upon approval by each of the parties to this Agreement. HCI agrees
to allow the hook-up of a Conch Key and Walker Keys collection system free of charge, at
any time during the term of this Option Agreement.
3. If not exercised as provided in Paragraph 2, this option agreement will expire
2 years from the effective date and thereafter be of no further force and effect.
4. This option may be assigned by the BOCC only to the Florida Keys Aqueduct
Authority or another govemmental entity or a public corporation financially and
professionally capable of furnishing wastewater treatment services. This option agreement
is otherwise not assignable.
5. This option agreement is for the benefit of the parties to It only and may not
be construed to create any benefits on behalf of any third parties or any obligations or
liabilities on the part of Hel, DKWC or the BOCC (or its assignee), and their officers,
partners, shareholders and employees, to any third parties.
6. For the limited purpose of the System transfer requirement of the amended
Hawk's Cay Resort Development of Regional Impact development order (specifically
paragraph 7 of Monroe County Resolution No. 037-2002) only, this option agreement
satisfies the Hers obligation for transfer of the System and constitutes HCI's compliance
with the aforementioned development order.
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7. This option agreement Is govemed by the laws of Florida. Venue for any
litigation arising under this agreement must be in a court of competent jurisdiction in
Monroe County, Florida.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the dates
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BOARD OF COUNTY COMMISSIONERS
:: MONROE COU~ FLORIDA
Mayor/ hairperson
B
g;;;;uty Clerk
Date ~ &,.0. l.-oJOl.
(SEAL)
Attest:
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DUCK KEY WASTEWATER COOPERATIVE,
INC.
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