5. 04/20/2022 Agreement GV�S COURTq c
Kevin Madok, CPA
Clerk of the Circuit Court& Comptroller— Monroe Count Florida
o p Y,
E cOVN
DATE: June 27, 2022
TO: Christine Hurley, Executive Director
Monroe County Land Authority
ATTN: Diiia Gatnbuzza
Office Manager
FROM: Liz Yongue, Deputy Clerk
SUBJECT: April 20th BOCC Meeting
Enclosed is an electronic copy of the following item for your handling:
G3 2022 Memorandum of Agreement between Monroe Comity and the Florida
Department of Environmental Protection concerning Florida Forever projects iii the Keys.
Should you have any questions please feel free to contact me at (305) 292-3550.
cc: County Attorney_
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
KEYS
2022
MOA
2022 MEMORANDUM OF AGREEMENT
FLORIDA FOREVER KEYS PROJECTS
MONROE COUNTY
This Memorandum of Agreement ("Agreement') is made and entered into by and between
Monroe County. Florida, a political subdivision of the State of Florida (the "County"). and the Florida
Department of Environmental Protection ("DEP"). Division of State Lands("DSL").
WHEREAS. the parties entered into a Memorandum of Agreement dated November 21. 2016
(hereinafter "2016 MOA") and August 16.. 2017 (hereinafter "2017 MOA"'). and amended on June 20.
2018 and May 20. 2020.which is now superseded by this new Agreement: and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 2017 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,
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 Board of Trustees of the Internal Improvement Trust Fund (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 the County and DSL to
cooperate on certain aspects of the acquisition of the Projects; and
WHEREAS. the County has agreed to take the lead in negotiating the acquisition of some of the
parcels within the Projects. ordering pre-acquisition due diligence products. including but not limited to
appraisals. boundary surveys or sketches. title search products. environmental assessments and the like in
order to facilitate DSL's acquisition of the parcels.
NOW, THEREFORE. in consideration of the mutual benefits to the County and DSL it is
agreed as follows:
1. Intent of the-Parties. The above recitals are true and correct and are incorporated herein
by the reference. The parties intend for this Agreement to serve as an acquisition agreement 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 � this re( e t. This Agreement shall only apply to parcels located
within the Projects and specifically described on Exhibit "A" attached hereto. Exhibit "A°" may be
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amended from time to time to 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
thus treated as confidential and exempt from section 119.07(l).. Florida Statutes, as described in section
253.025(9)(d). Florida Statutes. The Projects are ranked on the Florida Forever "A list and are eligible
for negotiation under 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 t►ine.
3. Election of optLon y ...ounts
a. Title to Vest in the County. The County may acquire parcels within the Projects
with its own funds and have title vest in the name of the County. The County shall notify DSL of its
intent to acquire parcels within the Projects with the County funds prior to initiation of negotiations. To
the extent the County desires to purchase parcels with the County funds with title vesting in the County.
then the County shall be responsible for acquiring and paying for all pre-acquisition costs and due
diligence products, and the Trustees shall have no obligations or costs whatsoever.
b. Title to Vest in Trustees. If the County desires to utilize state funds and have
title to a parcel vest in the name of the Trustees, then the County must notify DSL of its intent prior to
initiation of negotiations and follow the requirements and procedures outlined in this Agreement. The
Trustees will pay one hundred percent (100%) of the purchase price for the parcel, unless, the County, in
its absolute discretion determines to contribute finds toward the Trustees" purchase price, or the County's
purchase price exceeds the DSL approved appraisal value. The County understands at any time DSL may
pursue acquisition of parcels within the Projects on behalf of the Trustees but will coordinate with the
County to ensure that the County and DSL are not negotiating acquisition of the sarne parcels. For parcels
which the County desires to use state funds, DSL will direct the County as to whether the 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 the Trustees
in a parcel may be fee simple absolute or less-than-fee; provided, however, that if a less-than-fee interest
is to be acquired, prior to County initiating negotiations for the parcel, DSL shall have agreed to the form
of the acquisition, the property rights to be acquired, the legal rights and responsibilities to be obtained or
assumed, and the specifications for such less-than-fee acquisition. If the County elects this option, then
undivided fee simple title to each parcel acquired pursuant to this Agreement will vest one hundred
percent(100%) in the Trustees.
4. Pre-Ac�gisition CostswShariwg.
a. Costs Sharing Responsibility. If the County elects to use state finds with title
vesting in the Trustees. and has been directed by DSL to take lead on a parcel acquisition.the County will
acquire and pay for all pre-acquisition due diligence products, including but not limited to, appraisals
(including timber cruises. if applicable). boundary surveys or sketches. title search products.
environmental assessments and the like, and any other studies. and 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 the County for one hundred percent (100%) of documented Pre-Acquisition
Costs at closing for the parcel. but only those costs for which the County receives DSL approval prior to
the cost being incurred (the "Reimbursed Costs"). DSL may, in its absolute discretion as it deems
appropriate for any reason, increase the percentage reimbursement contribution for a select parcel. DSL"s
prior approval shall be in writing and may be in the form of electronic mail. In the event a parcel under
contract for purchase_ by the Trustees does not close.. the Trustees will reimburse the County the
Reimbursed Costs associated with that parcel within ninety (90) days of DSL's receipt of notification by
the County and submission of documentation of the costs involved. In no event shall the Trustees" total
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reimbursements to the County under this Agreement exceed the aggregate annual total of Three hundred
Twenty-Five Thousand Dollars and no/100 Cents ($320,0 .
b. Vendor Selection Generally. 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 particular parcel, for each pre-
acquisition due diligence product the County shall select vendors from DSL's pre-approved vendor list
unless otherwise directed by DSL. The 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. The Count} 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. The County shall provide a copy of all due diligence
products to DSL within three(3) business days after completion.
e. Reimbursement Requirements. At the time the County requests the
reimbursement, the 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. The County understands and agrees that DSL may
contract by separate agreement with a real estate broker to make offers on behalf of the Trustees to
acquire parcels for the Trustees within the Projects for pre-deterinined 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. The County assumes responsibility for providing at the 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, Florida Statues, and Rule 18-1.006, Florida Administrative
Code. The appraisal maps shall be reviewed and approved by DSL before the County proceeds with
appraisals.
6. Appraisals.
a. Generally. The County will acquire at the Trustee's cost such number of
appraisals (including timber cruises as appropriate) as are required under the provisions of section
253.025(8),Florida Statutes, and Rule 18-1.006. Florida.4drninistr•atire Code.
b. Communication Protocol. In order to protect the integrity of the appraisal
process and all of the parties to the proposed acquisition, a Communication Protocol will exist between all
said parties and the selected appraiser(s). This Communication Protocol should be inserted into all
appraisal contracts or appraisal agreements for the project. as follows:
The selected appraiser(s) will be allowed, and encouraged, to communicate with and
receive data from the property owners, their representatives. non-governmental
organizations ("NGOS"), DSL personnel and other state or county agency personnel
about all things pertaining to the subject property including physical characteristics.
economic characteristics. surveys, inventories. timber data. crop production and
yields, property sales in the area that the appraiser should know about: anything of a
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factual basis that the appraiser should know relative to the value of the subject
property, including what the owners believe the property is worth and why. The
appraiser will not be allowed to discuss or communicate with the property owners,
their representatives, N(]OS, non DSL appraisal bureau personnel, or other state or
oounty agency personnel anything related to the appraiser(s) valuation of the subject
property including techniques or methods of appraisal being considered or used. nor
any xtudico, analysis, opinions or Conclusions 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.
Furthcr, report excerpts. sccdons, pm1iu| drubs. completed drafts or final reports will
not be provided to any parties other than the oc\cc1cd 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 110, Florida
Statutes. Violation of the Communication Protocol may result in the appraisal(s)
being disqualified for use in the proposed acquisition and may bcconsidered uhrcooh
of ethical and standards obligations by the alleged offending appraiser(s).
C. Review. The County uhu|| provide ucnpy of all appraisals to DSL within three
(l) business days uMcr the County`a receipt of completed appraisals. DSL. or its contract review
uppruiocr, will review appraisals obtained pursuant to this Agreement in accordance with all DSL
standards and requirements. The reports and/or reviews will he forwarded 10 the County as each becomes
uvui\uNz for its use in negotiating the purchase of the puruc|a. All appraisals prepared pursuant to this
Agreement will comply with the procedures and requirements set forth in section 253.025(8), Florida
Statutes, Rules 18-1.006 and .007. Florida Administrative ('uJc, and D8L`c Bureau of Appraiso|'s
Supplemental Appraisal Standards. In addition. un affidavit Onm each appraiser shall be submitted prior
to [)SL'o review of the appraisals certifying that the appraiser has no vested or fiduciary interest in the
parcel(s) being appraised.Noparcel is eligible for negotiation and no appraisal eligible for reimbursement
as provided for herein un|cxy and until the appraiser and appraisals reports are approved by DSL.
7. Negotiations. lf the County elects to utilize state funds and have title vest in the name of
the Trustees, then any negotiations with the owners of the parcels conducted by the County uhn\| be in
strict compliance with this /\grcemon1, and in a manner that assures the most favorable price and terms
for the Trustees. The County shall not begin negotiations until an approved negotiation miro1cgy has been
provided by DSL. The County will notify DSL when negotiations begin and tcnninucc. At the conclusion
of its involvement with the negotiations for u parcel. the County will provide DSL with u written
summary uf all negotiations. including copies of written offers and counteroffeo. All contracts oroption
agreements must be on DSL fhnno and approved by DSL. and. un|cox otherwise specified herein. mum
numc thc Trustees as purchaser. The Trustees' legal nmnc is. "Board of Trustees of the Internal
Improvement Trust Fund o[the State o[Floridu.^ In negotiating contracts or option agreements in which
the Tnetcny are nmncd as puohuscr. County is advised that the Trustees will not pay any portion of the
documcnimy stmnp tax or ad valorem rco| property taxes. nor do the Trustees have m1uiu1o[y uUkhoritv to
enter into indemnity agreements or agree to |imhthe |ogu} or equitable remedies of the people of the State
of Florida. In undertaking such negotiations,the County iu acting us u fiduciary for DSL and the Trustees.
8. Limitations on Financial Responsibility. If the County elects to Utilize s(uic funds and
have title vested in the name of the Trustees, then the Trustees' share of the purchase price for each parcel
shall not exceed one hundred percent (100%) of the DSL approved purchase pricc, unless otherwise
agreed to by DSL. or rcou|( in u total purchase price contribution from the County and 0lc Trustees that
exceeds the maximum mnouu1 determined by the DSL approved negotiation strategy for the parcel in
question (the -DSL Approved Value"). DSL reserves the right to revise the DSL Approved Value for any
reason whatsoever until the duJc DSL or the Trustees approve o contract to purchase the parcel. which
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reasons may include, but are not limited to, issues raised by completed survey, changes in market
conditions, zoning or and/or land use. The Trustees will pay no part of normal seller closing costs
required by the contract.
9. Closings. 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. The County and DSL agree
that DSL will furnish and supervise title and closing services through one of 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. ConfidentialitN'. Pursuant to Sections 253.025(8)(f) and 253.025(9)(d). Florida Statutes
and Chapter 18-1. Florida Administrative Code.. 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 the Trustees. The 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 the County must receive the written consent of DSL. All
confidentiality requirements outlined above shall apply to all individuals added to the list. The 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, Florida Statutes.) 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, Florida Statutes, 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), Florida Statutes, DSL will determine when the passage of time has rendered the
conclusions of value in the appraisal reports invalid and DSL will provide written authorization to the
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.
11. Terms, and„pCondit ions of Transfer. If the County initially elected to acquire a parcel
with County funds, and the County secures an option to purchase or agreement to purchase a parcel
within the Projects, the County may still offer the Trustees the right to either- accept an assignment of the
option or agreement from County or purchase that parcel from County subsequent to County's acquisition
of the parcel. DSL on behalf of the Trustees shall have the absolute discretion for any reason or none at
all to decline either an assignment or direct purchase from the County. or to choose whichever of the two
options it deems best. The County understands that the Trustees and DSL must follow the requirements
set forth in section 253.025. Florida Statutes, and Chapter- 18-1. Florida Administrative Code. in acquiring
from County any right, title. or interest that County acquires and that any such acquisition of a parcel
from the County must comply with all applicable laws.. rules and policies in effect at the time, and be
subject to the approval of the Trustees. The County understands that any acquisition that does not strictly
comply with the terms of this Agreement is conducted at the County's risk and neither the Trustees nor
DSL are obligated to close on the parcel or reimburse the County for fiords expended.
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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.
Page 7 of 8
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. Florida Statutes_ and Chapter 18-1. Florida Adininharalive Code, and by this Confidentiality
Agreement.
DATE 0 PRINTED NAME SIGNATURE
SIGNATURE Title
MONROE COUNTY STAFF .,
............. . .. ............... ......
Roman Gastesi
4* + d70 P County Administrator
r
Kevin Wilson
a w,0 �� � �
i
y o �,
Bob Sant Cou ator � ""'^° � �� 1�.-.�m �
Assis nt Administr _ , _
hillinger
County Attorney
Patricia Eables j
2,/;Z"
Assistant County Attorney
Brian Bradley ..
Public Records and Risk Manager
` Legislativeenny Director, LI Tennyson
.
Emily Schemper
12,) Sr. Director Planning and
Environmental Resources � � ... ..
...... ....... .........
Cynthia Guerra
�
Acquisition
Manager
Cheryl Cioffari
.
Assistant Planning Director ........`.. � � .. "
Michael Robertsw°
Assistant Director Environmental r
Ace
Resources
P
Elizabeth Bergh
„ Land Steward
MONROE COUNTY LAND AUTHORITY STAFF
Christine Hurley
Executive Director
M ark Rosch
Y qSpecialist
Ac uisition S p ecialist
Sr. Property o
Dina Gambuzza 4
�..
Office Manager ,�„ .
Greg Oro eza p Es q•
• a°
Land Authority Counsel
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