Item P10C ounty of M onroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
The FlOnda Key
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Mayor Pro Tem Sylvia J. Murphy, District 5
Danny L. Kolhage, District 1
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
June 20, 2018
Agenda Item Number: P.10
Agenda Item Summary #4335
BULK ITEM: No DEPARTMENT: County Attorney's Office
TIME APPROXIMATE: STAFF CONTACT: Bob Shillinger (305) 292 -3470
N/A
AGENDA ITEM WORDING: Approval of the First Amendment to the 2017 Memorandum of
Agreement between Monroe County and the Board of Trustees of the Internal Improvement Trust
Fund of the State of Florida concerning Florida Forever projects in the Keys.
ITEM BACKGROUND: The County has a 2017 Memorandum of Agreement (MOA) that allows
the County (and the Land Authority as the County's agent) to assist the Department of
Environmental Protection (DEP) in the State's purchase of Florida Forever property in the Keys.
The MOA allows the County to obtain pre- acqusition due dilligence products for DEP such as title
search products, appraisals, boundary surveys, and environmental site assessments, and to be
reimbursed 100% for these products. It also allows the County to conduct contract negotiations on
behalf of the State.
The 2017 MOA has a June 30, 2018 expiration date. The proposed First Amendment to the MOA
extends the expiration date to June 30, 2020 and updates the Exhibit B Confidentiality Agreement to
reflect staff chanizes.
PREVIOUS RELEVANT BOCC ACTION: The BOCC approved the 2016 MOA on November 2,
2016 and the 2017 MOA on August 16, 2017.
CONTRACT /AGREEMENT CHANGES: See above
CONTRACT /AGREEMENT CHANGES:
N/A
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
First AmendmentMOA_FKE_2018 2 gbapprovedRevl (REV 6 6 18)
2017MOA
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing:
Grant:
County Match:
Insurance Required:
Additional Details:
If yes, amount:
REVIEWED BY:
Bob Shillinger
Budget and Finance
Maria Slavik
Kathy Peters
Board of County Commissioners
Completed
06/05/2018 4:47 PM
Completed
06/05/2018 4:53 PM
Completed
06/05/2018 5:43 PM
Completed
06/05/2018 5:44 PM
Pending
06/20/2018 9:00 AM
FIRST AMENDMENT TO
THE 2017 MEMORANDUM OF AGREEMENT
AND CONFIDENTIALITY ACKNOWLEDGEMENT
FOR THE FLORIDA FOREVER KEYS PROJECTS
LOCATED IN MONROE COUNTY
THIS FIRST AMENDMENT TO THE 2017 MEMORANDUM OF AGREEMENT ( "First Amendment ") is made
and entered into effective , by and between Monroe County ( "County') and the
BOARD OF TRUSTEES OF THE INTERNAL IMPROVEMENT TRUST FUND OF THE STATE OF FLORIDA
( "Trustees "). Trustees' agent in all matters shall be the State of Florida Department of Environmental
Protection ( "DEP "), Division of State Lands ( "DSL ").
RECITALS:
A. County and Trustees entered into a Memorandum of Agreement dated on or about August 16,
2017 (the "Agreement ").
B. The Agreement concerns the sale of certain Property in Monroe County, Florida to the Trustees,
located within the project boundary for the Florida Keys Ecosystem, Coupon Bight /Key Deer, and North
Key Largo Hammocks Florida Forever Projects in accordance with Chapter 259, Florida Statues
(collectively referred to herein as the "Projects ").
C. County and Trustees wish to extend the 2017 Memorandum of Agreement Expiration Date, as
defined in Paragraph 16 of the Agreement, pursuant to the terms of this First Amendment.
D. The undersigned County staff agree to maintain the confidentiality of appraisal information and
negotiations concerning the parcels identified in the Memorandum of Agreement between County and
the Trustees for those parcels, as required by Section 253.025, F.S., and Chapter 18 -1, F.A.C., and by this
Confidentiality Agreement.
NOW THEREFORE, in consideration of the Recitals, Ten Dollars, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, County and Trustees
mutually agree as follows:
1. Recitals The Recitals set forth hereinabove are true and correct, and such Recitals and the
Agreement are incorporated herein by reference.
2. Extension of Agreement Expiration Date As defined in Paragraph 16 of the Agreement, the
Agreement shall terminate no later than June 30, 2020, unless extended by written amendment
between the parties hereto.
3. Parcels Covered by this Agreement The parcels covered by this Agreement are shown as Exhibit
"A" attached hereto and have not been modified.
4. Confidentiality The Confidentiality Agreement is shown as Exhibit "B" attached hereto and has
been modified to reflect staff changes.
Page 1 of 4
5. Ratification Except as modified by this First Amendment, the 2017 Agreement is hereby ratified
and confirmed. In the event of a conflict between the 2017 Agreement and this First Amendment, this
First Amendment shall control. Hereinafter, the term Agreement shall collectively mean the Agreement,
as modified by this First Amendment.
IN WITNESS WHEREOF, County has set its hand(s) and seal(s) as of the effective date set forth above.
"Witnesses as to County" "County"
MONROE COUNTY, FLORIDA,
ATTEST: Kevin Madok, Clerk a political subdivision of the State of Florida
By: By:
Print Name:
Deputy Clerk
"Trustees"
IN WITNESS WHEREOF, Trustees has set its hand and seal as of the effective date set forth above.
"Witnesses as to Trustees"
Print Name:
Print Name:
David Rice, Mayor
Date:
BOARD OF TRUSTEES OF THE INTERNAL
IMPROVEMENT TRUST FUND OF THE
STATE OF FLORIDA
DIVISION OF STATE LANDS OF THE FLORIDA
DEPARTMENT OF ENVIRONMENTAL PROTECTION
By:
Callie DeHaven, Director
Date:
Approved as to Form and Legality:
By:
DEP Attorney
Date:
Page 2 of 4
Exhibit "A"
Parcels within the project boundary for the Florida Keys Ecosystem, Coupon Bight /Key Deer, and North
Key Largo Hammocks Florida Forever Projects.
Page 3 of 4
Exhibit "B"
Confidentiality Agreement
The undersigned County staff agree to maintain the confidentiality of appraisal information and
negotiations concerning the parcels identified in the Memorandum of Agreement between County and
the Board of Trustees of the Internal Improvement Trust Fund for those parcels, as required by Section
253.025, F.S., and Chapter 18 -1, F.A.C., and by this Confidentiality Agreement.
Date Printed Name
Bob Shillinger
Michael Roberts
Charles Pattison
Mark Rosch
Adele Stones
Christine Hurley
Elizabeth Bergh
Kellv Cummings
Patricia Eables
Kevin Wilson
Lisa Tennyson
Roman Gastesi
Emily Schemper
Brian Bradley
thia Guerra
Signature
Page 4 of 4
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0411 VAUV I I I
1 1 WI-OMM" Ut 17100
MONROE COUVTY
This Memorandum of Agreement ("Agreement") is made and entered into by and between
Monroe County, Florida, a political subdivision of the State of Florida ("County"), and the Board of
Trustees of the Internal Improvement Trust Fund of the State of Florida ("Trustees"). The Trustees' agent
in all matters shall be the State of Florida Department of Environmental Protection ("DEP"), Division of
State Lands ("DSU).
WHEREAS, the parties entered into a Memorandum of Agreement dated November 21, 2016
(hereinafter "2016 MOA") which is now superseded by this new Agreement and
WHEREAS, the parties acknowledge their successful partnership in the acquisition of lands
within Florida Forever projects in the Florida Keys pursuant to the 2016 MOA; and
WHEREAS, the parties also acknowledge the need to retire development rights both inside and
outside the Florida Forever projects in the Florida Keys in light of the fact that the number of
undeveloped, privately owned parcels in the Florida Keys far exceeds the number of Rate of Growth
Ordinance allocations the County is allowed to issue through 2023 pursuant to the Rule 28-20.140 of the
Florida Administrative Code, as adopted by the Governor and Cabinet sitting as the Administration
Commission; and
WHEREAS, the parties wish to pursue a modified partnership whereby, generally speaking,
State funds will be used to acquire those lands within the Florida Forever projects and County funds will
be used to acquire those lands outside Florida Forever projects; and
WHEREAS, on behalf of the Trustees, DSL is in the process of acquiring property located
within the project boundary for the Florida Keys Ecosystem, Coupon Bight/Key Deer, and North Key
Largo Hammocks Florida Forever Projects in accordance with Chapter 259, Florida Statutes
(collectively referred to herein as the "Projects"); and
WHEREAS, the parties agree that it is in the best interests of the state for County and DSL to <
1. Intent of the Parties, The above recitals are true and correct and are incorporated herein
by the reference, The Gwarties intend for this Agreement to serve as an acsuisition agMement between them
as authorized and contemplated by Rule 18-1.014, Florida Administrative Code. This Agreement
supersedes any and all prior agreements, arrangements, or delegations between the parties related to the
subject matter described herein.
2. Parcels Covered by this Agreement. This Agreement shall only apply to parcels located
within the Projects and specifically described on Exhibit "A" attached hereto. Exhibit "A" may be
?mended from time to time • include additional parcels, delete parcels or reprioritize parcels as needed.
Exhibit "A" shall be deemed a part of the negotiation strategy documenting offers and counteroffers, and
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thus treated as confidential and exempt from section 119.07(1), Florida Statutes, as described in
subsection 253.025(9)(d), Florida Statutes. The Projects are ranked on the Florida Forever "A" list and
are eligible for negotiation under the DSL land acquisition work plan as ranked projects. The County shall
obtain written confirmation from DSL regarding the availability of funds prior to entering into a contract
for the acquisition of any parcel under this Agreement or proceed at its own risk. The terms "parcel" or
"parcels" as used herein shall mean and refer to only those parcels described on Exhibit "A", as amended
from time to time.
3. Election of Option by County.
a. Title to Vest in County. County may acquire parcels within the Projects with its
own funds and have title vest in the name of the County. County shall notify DSL of its intent to acquire
parcels within the Projects with County funds prior to initiation of negotiations. To the extent the County
desires to purchase parcels with County funds with title vesting in the County, then County shall be
responsible for acquiring and paying for all pre-acquisition costs and due diligence products, and Trustees
shall have no obligations or costs whatsoever.
b. Title to Vest in Trustees. If County desires to utilize state funds and have title to
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a parcel vest in the name of the Trustees, then County must notify DSL of its intent prior to initiation of C14
negotiations and follow the requirements and procedures outlined in this Agreement. Trustees will pay 0
one hundred percent (100%) of the purchase price for the parcel, unless, County, in its absolute discretion
determines to contribute funds toward Trustees' purchase price. County understands at any time DSL may E
pursue acquisition of parcels within the Projects on behalf of Trustees, but will coordinate with County to
ensure that County and DSL are not negotiating acquisition of the same parcels. For parcels which
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County desires to use state funds, DSL will direct County as to whether County or DSL will take lead on
a particular parcel acquisition, including negotiating and acquiring all necessary pre-acquisition due
diligence products for that parcel. The real property interest to be acquired by Trustees in a parcel may be U_
fee simple absolute or less-than-fee; provided, however, that if a less-than-fee interest is to be acquired 0
DSL shall have agreed to the forrn of the acquisition, the property rights to be acquired and the legal '@
rights and responsibilities to be obtained or assumed, and the specifications for such less-than-fee >
acquisition prior to County initiating negotiations for the parcel. If County elects this option, then
undivided fee simple title to each parcel acquired pursuant to this Agreement will vest 100% in the <
Trustees. <
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4. Pre - Acquisition Costs Sharing
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a. Costs Sharing Responsibility. If the County elects to use state funds with title
vesting in the Trustees, and has been directed by DSL to take lead on a parcel acquisition, then County
will initially acquire and pay for all pre-acquisition due diligence products, including but not limited to E
appraisals (including timber cruises, if applicable), boundary surveys or sketches, title search products,
environmental assessments and the like and any other studies, inspections to accurately value and
ascertain the actual condition of the parcel ("Pre-Acquisition Costs"), and, subject to the limit set below,
Trustees will reimburse County for one hundred percent (100%) of documented Pre-Acquisition Costs
at closing for the parcel, but only those costs for which County receives DSL approval prior to the cost
being incurred (the "Reimbursed Costs"). In the event a parcel under contract for purchase by the
Trustees does not close, Trustees will reimburse the County the Reimbursed Costs associated with that
parcel within 90 days of DSL's receipt of notification by County and submission of documentation of the
costs involved. In no event shall Trustees' total reimbursements to County under this Agreement exceed
the aggregate total of $
b. Vendor Selection Generally. If County elects to use state funds with title
vesting in the Trustees, and has been directed • DSL to take lead • a particular parcel, then for each
pre-acquisition due diligence product the County shall select vendors from 1 SL's pre-approved vendor
list unless otherwise directed by DSL. County shall ensure that all vendors follow all the rules and
requirements of DSL and the Trustees for the preparation of the due diligence products so the products
may be relied upon by DSL and the Trustees.
C. Appraiser Selection. County shall obtain DSL's prior approval for the selection
of appraiser(s). Prior to selecting an appraiser, DSL's Chief Appraiser shall review and approve: (i) any
appraisal instructions to be provided to the proposed appraiser(s); and (ii) the scope of services to be
provided by the selected proposed appraiser.
d. Completed Products. County shall provide a copy of all due diligence products
to DSL within 3 business days after completion.
e. Reimbursement Requirements. At the time County requests the
reimbursement, County shall furnish to DSL satisfactory evidence of payment of the Pre-Acquisition
Costs and submit to DSL an affidavit signed by legal counsel for the County certifying that all Pre-
Acquisition Costs were actual, reasonable and legally incurred.
f. DSL's Real Estate Broker. County understands and agrees that DSL may
contract by separate agreement with a real estate broker to make offers on behalf of Trustees to acquire
parcels for the Trustees within the Projects for pre-determined amounts, perform document preparation in
conjunction with DSL and title and closing service vendors, and arrange execution of conveyance
documents for select parcels within the Projects.
5. Appraisal Mapping. The parties acknowledge that DSL has provided certain maps for
the Projects. County assumes responsibility for providing at Trustee's cost all additional appraisal maps
necessary or appropriate for use in preparing appraisals in compliance with the procedures and
requirements set forth in section 253.025, Fla. Star., and Rule 18-1.006, Fla. Admin. Code. The appraisal
maps shall be reviewed and approved by DSL before County proceeds with appraisals.
6. Appraisals.
regarding trends, adjustments or values being considered for or included in the
appraisal report. Any discussions of this nature that the selected appraiser(s) want or
need to have during the appraisal process will only be between the appraiser(s) and
the selected fee reviewer, the Bureau of Appraisal Staff Appraiser assigned to the
project and the DSL Chief Appraiser. Further, report excerpts, sections, partial drafts,
completed drafts or final reports will not be provided to any parties other than the
selected fee reviewer, the Bureau of Appraisal Staff Appraiser assigned to the project
and the DSL Chief Appraiser until the reports become available as public records as
set forth in Chapter 119, F.S. Violation of the Communication Protocol may result in
the appraisals) being disqualified for use in the proposed acquisition, and may be
considered a breach of ethical and standards obligations by the alleged offending
appraiser(s).
C. Review. County shall provide a copy of all appraisals to DSL within three (3)
business days after the County's receipt of completed appraisals. DSL, or its contract review appraiser,
will review appraisals obtained pursuant to this Agreement in accordance with all DSL standards and
requirements. The reports and/or reviews will be forwarded to County as each becomes available for its
use in negotiating the purchase of the parcels. All appraisals prepared pursuant to this Agreement will
comply with the procedures and requirements set forth in Section 253.025(8), F.S. and Section 18- 1.006-
007, F.A.C. and DSL's Bureau of Appraisal's Supplemental Appraisal Standards. In addition, an
affidavit from each appraiser shall be submitted prior to DSL's review of the appraisals certifying that the
appraiser has no vested or fiduciary interest in the parcel(s) being appraised. No parcel is eligible for
negotiation and no appraisal eligible for reimbursement as provided for herein unless and until the
appraiser and appraisals reports are approved by DSL.
9. Closinas. For the closing of any parcel title to which will vest in the Trustees, DSL shall
set the date, time, and place of closing, which may include mail out closings, and County and DSL agree
that DSL will furnish and supervise title and closing services through one • its selected vendors. All
closing documents, including but not limited to closing statements, the seller's title, possession and lien
affidavit certified to DSL and title insurer, and a seller's environmental affidavit, shall all be on DSL
forms provided by DSL. DSL will approve or reject each item required for closing under this Agreement.
10. Confidentiality. Pursuant to Sections 253.025(8)(f) and 253.025(9)(d), F.S. and Chapter
18-1, F.A.C., County, on its behalf and on behalf of its employees and agents, warrants that it shall
maintain the confidentiality of all appraisals, offers, counteroffers and other negotiation matters until an
option agreement is executed, or if no option is executed, two weeks before a contract or agreement for
purchase is considered for approval by the County or Trustees. County may disclose such confidential
information only to authorized personnel who sign a confidentiality agreement, the form of which is made
part of this Agreement as Exhibit "B". Requests to add authorized personnel must be made in writing, and
County must receive the written consent of DSL. All confidentiality requirements outlined above shall
apply to all individuals added to the list. County understands and agrees that all documents, papers,
letters, maps, and other materials (collectively, "records") specifically relating to the acquisition of any
parcels within the Projects by the Trustees will become public record (as defined in Chapter 119, F.S.)
when an option agreement between the seller and the Trustees is executed, or if no option is executed, two
weeks before a contract or agreement for purchase between the seller and the Trustees is considered for
approval by the Trustees, and at that time all records of the County relating to the acquisition shall
become public record and shall be subject to public review pursuant to the provisions of Chapter 119, F.S.
in the same manner as are other public records. If an option contract or a contract or agreement for the
purchase between the seller and the Trustees for a parcel within the Projects is not consummated, then as
stated in Section 253.025(8)(f), F.S., DSL will detennine when the passage of time has rendered the
conclusions of value in the appraisal reports invalid and DSL will provide written authorization to County
as to when it may release the appraisal reports. DSL will require as a condition of recommending
approval of a purchase instrument by the Trustees, a certification that the County has maintained the
confidentiality of the appraisals, offers and counteroffers, and other negotiation matters. This certification
shall be in the form of a letter signed by legal counsel for the County. In addition to other remedies
provided by law, this Agreement may be terminated by DSL if the County fails to allow public access to
any such records once they are no longer confidential.
12. Project Management. County • its agent shall, no less than monthly • upon request
by DSL, provide selected project information to DSL for each parcel acquisition covered by this
Agreement. The selected project information and the format for delivery • that information to DSL shall
be determined by DSL to assure consistency with current and proposed DSL data systems development.
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14. Notice Provision.
WOMEN"=
1100 Simonton Street
Key West, Florida 33040
305.292.4441
Monroe County Attorney
1111 12TH Street, Suite 408
Key West, Florida 33040
305.292.3470
15. Amendment. This Agreement may be amended from time to time in writing executed
by both parties.
16. Termination. Notwithstanding any provision to the contrary, this Agreement shall
terminate no later than June 30, 2018, unless extended by written amendment between the parties hereto.
Any pre-approved costs incurred by County prior to this date will be reimbursed. Any costs incurred
after the June 30, 2018, will not be reimbursed. Either party may terminate this Agreement by delivering
written notice of its intent to terminate to the other party sixty (60) days prior to the date of termination.
Any pre-approved costs incurred prior to the date of the tennination notice will be reimbursed, and any
costs incurred after the date of the tennination notice will not be reimbursed.
Geprge,Neugent
Printed/Typed Name
As its:
Title
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Exhibit "A"
Parcels within the project boundary for the Florida Keys Ecosystem, Coupon Bight/Key Deer, and North
Key Largo Hammocks Florida Forever Projects.
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Confidentiality Agreement
The undersigned County staff agree to maintain the confidentiality of appraisal information and
negotiations concerning the parcels identified in the Memorandum of Agreement between County and the
Board of Trustees of the Internal Improvement Trust Fund for those parcels, as required by Section
253.025, F. S., and Chapter 18 -1, F.A.C., and by this Confidentiality Agreement.
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