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Item N3 N3 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting August 21, 2024 Agenda Item Number: N3 2023-2791 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 453-8788 and N/A Nathalia Archer(305) 292-3400 AGENDA ITEM WORDING: Approval of an Interlocal Agreement (ILA) with the Florida Keys Aqueduct Authority (FKAA) to establish a payment plan in the amount of$117,959.50, currently owed by South Cliff Estates for new multi-family water meter connections for real property located at 95295 Overseas Highway, Key Largo, FL; contingent on the County closing on the real estate purchase; additionally, County agrees to amend its leasing occupancy priorities for the subject property to include employees of the FKAA under Category 3. ITEM BACKGROUND: The County is in the process of purchasing real property with twenty-eight (28) affordable ROGO allocations located at 95295 Overseas Highway, Key Largo, FL, for workforce housing from South Cliff Holdings LLC. Upon completion of construction, the subject property will consist of eleven (11) buildings with twenty-eight (28) affordable residential units and one (1) building consisting of an office. Upon the initial three (3) buildings, consisting of twelve (12) residential units, receiving their Certificate of Completion (CO) the County will close on the real estate property. It is anticipated the closing will occur on or before December 31, 2024. Closing is contingent on several factors including the certificates of completion for the initial three(3)buildings. Prior to the buildings receiving their CO, the charges for the new multi-family water meter connections for the development owed to FKAA must be paid. FKAA has agreed, contingent on the County closing on the property, to allow the County to enter into a payment plan for the total amount owed of $117,959.50. The terms are as follows: Date Amount (a) By December 31, 2024 $50,346.43 (b) By December 31, 2025 $33,564.29 (c) By December 31, 2026 $34,048.78 Includes office fixture count 2211 TOTAL $117,959.50 The payment due dates are structured in accordance with the phased construction in South Cliffs proposed lease. In addition to the three payments above, the County will amend its leasing occupancy priorities for the subject property to include employees of the Florida Keys Aqueduct Authority under Category 3. In exchange, FKAA has additionally agreed to allow the initial twelve(12)residential units, as referred to above, to connect to Authority's facilities prior to conveyance of the subject property to the County so that the buildings may receive their CO which would allow the County to close on the subject property. Attached to this agenda item is a draft of the proposed Agreement. The FKAA Board meets Tuesday, August 13, 2024. Should they approve the proposed Agreement, the executed Agreement shall be added to this agenda item prior to our Board's meeting. PREVIOUS RELEVANT BOCC ACTION: July 17, 2024 —BOCC approved and gave direction to staff with respect to a pending purchase and sale contract and a leaseback agreement with South Cliff for the purchase of real property, in Key Largo. May 15, 2024 — BOCC approved a purchase and sale contract and a leaseback agreement with South Cliff for the purchase of real property, in Key Largo, which will consist of twenty-eight (28) affordable housing units and one (1) office and will be constructed in phases. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: ILA with FKAA FINANCIAL IMPACT: Effective Date: Contingent upon County closing on the property Expiration Date: After closing, upon payment in full Total Dollar Value of Contract: $117,959.50 Total Cost to County: $117,959.50 Current Year Portion: $50,346.43 Budgeted: Yes. 2212 Source of Funds: CPI: n/a Indirect Costs: n/a Estimated Ongoing Costs Not Included in above dollar amounts: None in relation to this specific Agreement Revenue Producing: n/a If yes, amount: n/a Grant: n/a County Match: n/a Insurance Required: n/a Additional Details: 2213 INTERLOCAL AGREEMENT BETWEEN THE FLORIDA KEYS AQUEDUCT AUTHORITY AND MONROE COUNTY, FLORIDA THIS INTERLOCAL AGREEMENT is entered into this day of , 2024 by and between the Florida Keys Aqueduct Authority (hereinafter the "Authority") and Monroe County (hereinafter the "County"), each of which is an independent, existing entity serving as a public agency under the laws of the State of Florida. WHEREAS, Monroe County (County), is a political subdivision of the State of Florida; and WHEREAS, the Florida Keys Aqueduct Authority (Authority) was created by Special Legislation, Chapter 76-441, Laws of Florida, as amended; and WHEREAS, the Authority is authorized to obtain, supply, and distribute and adequate water supply for the Florida Keys; and WHEREAS, County desires to purchase land located at 95295 Overseas Highway, Key Largo, FL (Parcel ID 00484390-000000) for affordable housing for its employees ("Development"); and WHEREAS, the current owner, South Cliff Holdings LLC has commenced development of the property which upon completion will consist of twenty-eight (28) affordable housing units and one (1) office; and WHEREAS, construction of the Development is being completed in phases with twelve (12) residential units scheduled to be completed before December 2024; an additional eight (8) residential units are scheduled to be completed December 2025; and the remaining eight (8) residential units along with one (1) management office scheduled to be completed in December 2026; and WHEREAS, the Authority is currently owed $117,959.50 for new multi-family water meter connections for the Development; and WHEREAS, upon conveyance of the Development from South Cliff Holdings LLC to County, County will be responsible for the outstanding amount; and WHEREAS, pursuant to section 163.01, Florida Statutes, County and Authority desire to enter into an agreement whereby County makes partial payments towards the outstanding amount until paid in full and Authority allows the phased project to obtain Certificates of Occupancy until said amounts are paid in full and provide services needed to obtain said temporary Certificates of Occupancy; 2214 WHEREAS, Authority is willing to allow County's property to connect to Authority facilities and to provide water services under the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, representations and promises set forth in this Agreement and for other good and valuable consideration each to the other, receipt of which is hereby acknowledged by each party, the "Authority" and the "County" hereby agree, stipulate, and covenant as follows: ARTICLE I. RECITALS The above Recitals are true and correct, and by this reference are incorporated as if fully set forth herein. ARTICLE II. DEFINITIONS WORDS AND TERMS. Words and terms used herein shall have the meanings set forth below: "Agreement" means this Interlocal Agreement. "Authority" means the Florida Keys Aqueduct Authority. "Authorized Representative" means the official of the "Authority" or the " County" authorized by ordinance or resolution to sign documents of the nature identified in this Agreement. "Conveyance" means transfer of legal ownership of the Development to Monroe County. "County" means Monroe County. "Development" shall mean the physical property and the anticipated construction of twenty-eight (28) affordable workforce housing units and one (1) office, located at 95295 Overseas Highway, Key Largo, FL(Parcel ID 00484390-000000). ARTICLE III. INTERLOCAL AGREEMENT PURPOSE OF INTERLOCAL AGREEMENT. The purpose of this Agreement is to establish a payment mechanism for the affordable workforce housing Development upon conveyance to County. ARTICLE IV. OBLIGATIONS SECTION 1.01 COUNTY OBLIGATIONS. Upon conveyance of the Development to the County, County hereby covenants and agrees to pay for the outstanding fees associated with new service in the amount of$117,959.50, to be paid as follows: 2215 Date Amount (a) By December 31, $50,346.43 2024 (b) By December 31, $33,564.29 2025 (c) By December 31, $34,048.78 Includes office fixture count 2026 TOTAL $117,959.50 In consideration for the provisions in Article IV, County further agrees to amend its leasing occupancy priorities for the subject property to include employees of the Florida Keys Aqueduct Authority under Category 3. SECTION 1.02 AUTHORITY OBLIGATIONS. The Authority covenants and agrees that it will allow the connection of the water distribution facilities installed in the Development to the central water facilities of the Authority in accordance with the terms and intent of this Agreement. Authority agrees that once it provides water services to the Development, Authority will continuously provide these services in return for payment of all applicable rates, fees, and charges and in accordance with the other provisions of this Agreement. It is specifically understood that the Authority will allow the initial twelve (12)residential units, as referred to above, to connect to Authority's facilities prior to conveyance of the subject property to the County. SECTION 1.03 CONTINGENCY. Any and all obligations of the County under this Agreement are contingent upon County entering into a purchase agreement with South Cliff Holdings LLC and legal conveyance of the Development. ARTICLE V. GENERAL PROVISIONS SECTION 2.01 DEFAULT. In the event of any failure of compliance by either party hereto with any of its material obligations to the other party as provided herein, such action shall constitute a default under this Agreement. Upon any such default, the non-defaulting party shall provide to the defaulting party a written Notice of such default, which Notice (a "Default Notice") shall state in reasonable detail the actions the defaulting party must take to cure the same. The defaulting party shall cure any such default within 30 days following the date of the Default Notice. Notwithstanding the provisions of this Section, if any such default by the defaulting party remains uncured at the conclusion of any specified 30 day cure period, and if the nature of the defaulting party's obligations are such that more than 30 days is required to effect cure, then the defaulting party shall not be in default hereunder and the non-defaulting party shall not have the right to exercise its termination rights granted herein as a result of any such default,if the defaulting 2216 party commences cure within the applicable cure period and thereafter diligently pursues cure to completion of performance. In the event the defaulting party fails to affect any required cure as provided for herein, the defaulting party shall be deemed to be in uncured default hereunder, and the non-defaulting party shall have the right, but shall not be obligated, upon written Notice to the defaulting party, to terminate this Agreement. If such Notice is given, this Agreement shall terminate on the date set forth in the Notice and the parties shall be relieved of all rights and obligations hereunder, except for any rights and obligations that expressly survive termination. SECTION 2.02 NOTICES. All notices, requests, demands, elections, consents, approvals, 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: If to AUTHORITY: County Administrator Executive Director Monroe County Historic Gato Bldg. Florida Keys Aqueduct Authority 1100 Simonton Street 1100 Kennedy Drive Key West, Florida 33040 Key West, Florida 33040 With a copy to: With a copy to: County Attorney General Counsel P.O. Box 1026 1100 Kennedy Drive Key West, Florida 33041-1026 Key West, Florida 33040 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"registered mail" as defined in section 1.01, Florida Statutes. SECTION 2.03 ASSIGNMENT OF RIGHTS UNDER AGREEMENT. Neither the "Authority" nor the "County" shall have the power to assign rights or obligations created by this Agreement to any third party without the prior written consent of the other party. SECTION 2.04 AMENDMENT OF AGREEMENT. This Agreement may be amended only in a writing signed by an Authorized Representative of each of the parties hereto. SECTION 2.05 SEVERABILITY. If any term, covenant, condition or provision of this Agreement(or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable 2217 to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The "Authority" and "County" agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. SECTION 2.06 ATTORNEY'S FEES AND COSTS. The "Authority" and "County" agree that in the event any cause of action or legal proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,the prevailing party shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. SECTION 2.07 ADJUDICATION OF DISPUTES OR DISAGREEMENTS.The parties agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This Agreement is not subject to arbitration. SECTION 2.08 COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, the parties agree to participate, to the extent reasonably required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. The parties specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Addendum to this Agreement. SECTION 2.09 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 VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination in employment on the basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91- 616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient 2218 records; 8)Title VHI of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale,rental or financing of housing; 9)The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. SECTION 2.10 COVENANT OF NO INTEREST. The Parties covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. SECTION 2.11 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 2.12 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 paid or agreed to pay any person, company, corporation, individual, 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 or 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 2.13 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 2.14 NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the parties in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by a party be required to contain any provision for waiver. SECTION 2.15 LEGAL OBLIGATIONS; NON-DELEGATION OF DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and 2219 timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility.Further,this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of either party, except to the extent permitted by law. SECTION 2.16 NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon any terms 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. SECTION 2.17 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 2.18 SECTION HEADINGS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. SECTION 2.19 GOVERNING LAW; VENUE. This Agreement shall be governed by and construed in accordance with the Laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the parties agree that venue will lie in the appropriate court or before the appropriate administrative body in the 16th Judicial Circuit in and for Monroe County, Florida. SECTION 2.20 COUNTERPARTS. This Agreement shall be executed in two or more counterparts, any of which shall be regarded as an original and all of which shall constitute but one and the same instrument. SECTION 2.21 SUPERSEDES OTHER AGREEMENTS. The parties agree that this Agreement represents their mutual agreement and replaces and supersedes any prior agreements, understandings, or communications on the subject of the Agreement, whether written or oral. [SIGNATURES NEXT PAGE] 2220 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf by the Executive Director of the "Authority" and the "County's Mayor". MONROE COUNTY ATTEST: KEVIN MADOK, CLERK By: As Deputy Clerk Holly Merrill Raschein, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Nathalia M.Archer Assistant County Attorney FLORIDA KEYS AQUEDUCT AUTHORITY ATTEST: By: Clerk Gregory W. Veliz, Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Shawn D. Smith, General Counsel 2221