Item N4 N4
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: N4
2023-2796
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 Key Largo Wastewater Treatment District
(District) to establish a payment plan in the amount of $112,241.25, currently owed by South Cliff
Estates for twenty-six (26) additional Equivalent Dwelling Units (EDUs) and the District's engineering
fee 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 District 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 additional Equivalent Dwelling Units (EDUs)
for the development and the District's engineering fee owed to the District must be paid. The District
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$112,241.25. The terms are as follows:
Date Amount
(a) By December 31, 2024 $41,900.00
(b) By December 31, 2025 $36,821.25 Includes design/const. eng. fee
(c) By December 31, 2026 $33,520.00
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TOTAL $112,241.25
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 Key Largo Wastewater Treatment District
under Category 3. In exchange, the District has additionally agreed to allow the initial twelve (12)
residential units, as referred to above, to be issued COs prior to conveyance of the subject property to
the County which would allow the County to close on the subject property.
Attached to this agenda item is a draft of the proposed Agreement. The District's Board meets Tuesday,
August 20, 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_I WTD—MC 08.08.24 F°INAL.pdf
FINANCIAL IMPACT:
Effective Date: Contingent upon County closing on the property
Expiration Date: After closing, upon payment in full
Total Dollar Value of Contract: $112,241.25
Total Cost to County: $112,241.25
Current Year Portion: $41,900.00
Budgeted: Yes.
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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:
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INTERLOCAL AGREEMENT
BETWEEN THE
KEY LARGO WASTEWATER TREATMENT DISTRICT
AND
MONROE COUNTY, FLORIDA
THIS INTERLOCAL AGREEMENT is entered into this day of
2024 by and between the Key Largo Wastewater Treatment District
(hereinafter the "District") 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 District was created by Special Legislation, Chapter 2002-337, Laws of
Florida, as amended; and
WHEREAS, the District owns and operates a public sewage treatment facility serving
customers within its service area encompassing Key Largo; 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 District is currently owed $112,241.25 for twenty-six (26) additional
Equivalent Dwelling Units (EDUs) and its engineering fee; 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 District desire to
enter into an agreement whereby County makes partial payments towards the outstanding amount
until paid in full and District 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;
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WHEREAS, District is willing to allow County's property to connect to District facilities
and to provide sewage and wastewater treatment 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 "District" 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.
"District" means the Key Largo Wastewater Treatment District.
"Authorized Representative" means the official of the "District" 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$112,241.25, to be paid as follows:
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Date Amount
(a) By December 31, 2024 $41,900.00
(b) By December 31, 2025 $36,821.25 Includes design/const. eng. fee
(c) By December 31, 2026 $33,520.00
TOTAL $112,241.25
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 Key Largo Wastewater
Treatment District under Category 3 as follows:
(1)Employees of Monroe County, Florida;
(2)Employees of Constitutional Officers of Monroe County, Florida;
(3)Employees of the Key Largo Wastewater Treatment District and Employees of the Florida Keys
Aqueduct Authority;
(4)Employees of the Monroe County School District;
(5)Law Enforcement Officers working within Monroe County;
(6) State of Florida Agency Employees;
(7)Employees of the Federal Government; and
(8)other qualifying Monroe County residents who derive at least 70% of their income as members
of the workforce in Monroe County and who meet the affordable housing income requirements.
SECTION 1.02 DISTRICT OBLIGATIONS. The District covenants and agrees that it will
allow the County to pay the System Impact Charge (SIC) per the schedule delineated in section
1.0lin order for the subj ect Development to obtain phased Certificates of Occupancy for each unit
and utilize and connect to the central wastewater management system of the District in accordance
with the terms and intent of this Agreement. District also agrees that it will continuously provide
wastewater management system services to the Development 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 District will allow the initial twelve (12) residential units, as
referred to above, to obtain Certificates of Occupancy 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 subsequent 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
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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
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 DISTRICT:
County Administrator General Manager
Monroe County Historic Gato Bldg. Key Largo Wastewater
1100 Simonton Street Treatment District
Key West, Florida 33040 103355 Overseas Highway
Key Largo, Florida 33037
With a copy to: With a copy to:
County Attorney General Counsel
P.O. Box 1026 Nicholas W. Mulick P.A.
Key West, Florida 33041-1026 91645 Overseas Highway
Tavernier, Florida 33070
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 "District"
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.
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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
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 "District" 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 "District" 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
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(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
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.
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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
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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
their behalf by the Executive Director of the "District" 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
KEY LARGO WASTEWATER TREATMENT DISTRICT
ATTEST:
By:
Clerk Peter Rosasco, General Manager
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
Nicholas W. Mulick, General Counsel
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