Sarasota Citizens For Responsible Gov't v. City of Sarasota

• Decision Date: 28 October 2010
• Docket Number: No. SC10-1647.,SC10-1647.
• Citation: 48 So.3d 755
• Parties: SARASOTA CITIZENS FOR RESPONSIBLE GOVERNMENT, etc., et al., Appellants, v. CITY OF SARASOTA, Florida, etc., et al., Appellees.
• Court: Florida Supreme Court

48 So.3d 755

SARASOTA CITIZENS FOR RESPONSIBLE GOVERNMENT, etc., et al., Appellants,

v.CITY OF SARASOTA, Florida, etc., et al., Appellees.

No. SC10-1647.

Supreme Court of Florida.

Oct. 28, 2010.

Andrea Flynn Mogensen of the Law Office of Andrea Flynn Mogensen, Sarasota, FL: Gregg D. Thomas and Paul R. McAdoo of Thomas and Locicero, PL, Tampa, FL, for Appellants.

Susan H. Churuti and Michael S. Davis of Bryant Miller Olive, P.A., Tampa, FL and Robert M. Fournier, City Attorney and Michael A. Connolly, Deputy City Attorney of Fournier and Connolly, P.A., Sarasota, FL, on behalf of The City of Sarasota; Stephen E. DeMarsh, County Attorney, Frederick J. Elbrecht, and Alan W. Roddy, Deputy County Attorneys, Sarasota, FL, and Ed Vogel, III and Michael Lawrence Wiener of Holland and Knight, Lakeland, FL, on behalf of Sarasota County, Board of County Commissioners of Sarasota County, Florida, Shannon Staub, Nora Patterson and Joe Barbetta, for Appellees.

Victor Lee Chapman of Barrett, Chapman and Ruta, P.A., Orlando, FL, on behalf of First Amendment Foundation, Inc., as Amicus Curiae.

PER CURIAM.

Sarasota Citizens for Responsible Government, et al., (collectively referred to as "Citizens") appeal a trial court's judgment validating bonds proposed for issuance by the City of Sarasota and the County of Sarasota in furtherance of an agreement bringing the Baltimore Orioles to Sarasotafor spring training.¹ On appeal in this Court, Citizens only allege Sunshine Law violations by the County. They do not challenge any other aspect of the bond validation proceedings, and they do not appeal the trial court's determination that the City did not violate the Sunshine Law. For the reasons explained below, we affirm the trial court.

I. BACKGROUND

As the trial court summarized,

[t]he Sarasota County Board of County Commissioners [Board] entered into a Memorandum of Understanding (MOU) with the Baltimore Orioles (Orioles) in July, 2009. The MOU obligated the Orioles, among other things, to relocate to Sarasota for spring training. Sarasota County is obligated to fund construction of facilities/facility improvements at the Ed Smith complex, the location within the City of Sarasota where the Orioles are obligated to conduct spring training activities, and other facilities located elsewhere in the County.

Negotiation of the MOU with the Orioles followed unsuccessful attempts to retain the Cincinnati Reds in Sarasota and to secure relocation of the Boston Red Sox to Sarasota. In November, 2008, the [Board] instructed the County Administrator, James Ley, to initiate negotiations with the Orioles. Mr. Ley delegated this task to Deputy County Administrator David Bullock (Bullock). Negotiations between the County and Orioles began immediately and continued until the terms of the MOU were finalized in July, 2009. The MOU was approved by the [Board] at a public meeting on July 22, 2009. At that public hearing, the [Board] adopted an amended or modified Tourist Development Tax Ordinance, in part to provide part of the County's funding obligation under the MOU; approved an Interlocal Agreement with the City which included an obligation of the City to convey the Ed Smith complex to the County, to transfer funds to the County to offset part of the cost of construction and to undertake responsibility for environmental remediation, if required, at the complex; and adopted a resolution authorizing issuance of bonds for the purpose of financing costs associated with the improvements required by the MOU. Simultaneously, the City also authorized issuance of bonds to fulfill its obligations pursuant to the [I]nterlocal [A]greement.

More specifically, the MOU between the County and the Orioles states that the County shall provide "23.7 million to the Project" and that it is estimated the City's contribution will be approximately $7.5 million, for a total not to exceed "$31.2 million from all governmental sources." The MOU details that the proceeds of the County's bond issuance is "expected to be approximately $18.7 Million," that the proceeds of "[c]ash collections of one-half (1/2) of one percent (1%) of the County's Tourist Development Tax" is "estimated to be approximately $2 million," and that the County's "cash contributions from legally available non-ad valorem revenues" will not exceed $3 million. The County is also required to maintain and contribute annually to a capital repair and improvements fund with the Orioles also contributing to this fund. The MOU further explains that the City's bond issue serviced by funds from the State of Florida Office of Tourism, Trade and Economic Development(OTTED) or a cash equivalent of non-ad valorem revenues will be "in an amount no less than $7.5 million."

The MOU calls for the renovation of the Ed Smith Stadium complex, including a renovated clubhouse, batting cages, pitching mounds, practice fields, parking facilities, utilities, etc. Additionally, the MOU calls for renovations at the Orioles' minor league spring training facilities located at County-owned Twin Lake Park, including practice fields, a renovated clubhouse, administrative offices, batting cages, utilities, weight rooms, pitching mounds, etc. The MOU provides that the Orioles' lease of these facilities commences on November 1, 2009 and continues through October 31, 2039. The Orioles may not relocate its major league and minor league spring training operations from Sarasota during this lease term, and the Orioles' rent for this lease term is $1.00. However, the Orioles are generally responsible for the operating, maintenance, and repairs expenses. The Orioles are to manage the ticketing and parking operations and are to receive the revenue from concessions. But the County maintains some ability to use both the major league and minor league sites for civic-oriented events and for natural disaster purposes. In the MOU, the County and the Orioles also "acknowledge that it is mutually beneficial to facilitate the establishment of a youth baseball academy" at the minor league site.

The Interlocal Agreement between the City and the County requires the City to transfer ownership of the Ed Smith Stadium complex to the County. It also requires the City to pay the environmental remediation costs associated with this facility. The City is further required to "use its best efforts to issue its bonds to be repaid by the OTTED funds ... in an amount estimated to be not less than $7.5 million."

The terms of the MOU and Interlocal Agreement were the result of extensive negotiations. In furtherance of the Board's directive to begin negotiations with the Orioles, Bullock retained two consultants for their baseball expertise and also consulted with County staff, including the County's chief financial officer, the County's attorney, the County's parks and recreation director, and a County planning coordinator. Bullock's communications and discussions with these individuals were not advertised or otherwise treated as public meetings.

The negotiations with the Orioles took place intermittently over a series of months through meetings, phone calls, and e-mailed documents involving different individuals, all coordinated by Bullock. Representatives of the Sarasota Chamber of Commerce became involved to advocate for an agreement with the Orioles, and the Chamber funded a study of the economic impact of spring training in Sarasota. The Orioles invoked the confidentiality provision of section 288.075, Florida Statutes (2009), to keep confidential its proprietary economic development information relating to the proposed transaction. These negotiations led to the July 22, 2009 presentation to the Board of the Interlocal Agreement and the MOU and several mechanisms to finance renovations to the stadium and other facilities.

The negotiations with the Orioles took place alongside a series of discussions by the Board at its public meetings. For example, on November 4, 2008, the Board approved a motion directing staff to open negotiations using one-half percent of tourist development tax revenue and potential City contributions. On November 18, 2008, Bullock provided a status report of the meetings and discussed the location ofa proposed new facility and the components of the new facility. County staff also presented information regarding capital costs, potential funding sources, and the economic impact of the proposed new facility. On November 18, the Board also discussed specific components of the potential deal, including operations and maintenance payments and a proposed Cal Ripken youth baseball academy. Then, on December 9, 2008, the Board discussed a proposal by one of the commissioners that involved $31.6 million financed with one-half percent of tourist development tax money to renovate the existing Ed Smith Stadium. On December 17, 2008, Bullock requested guidance from the Board on acceptable parameters for a proposal to retain Major League Baseball. Both County staff and Orioles representatives made presentations. Also on December 17, the Board discussed and rejected an Orioles' proposal for a $58 million spring training facility to be funded by an additional one-quarter percent of tourist development tax money, but then approved a counteroffer involving a lower dollar figure. At public meetings on January 27, 2009 and February 11, 2009, the Board again discussed the Orioles negotiations. On March 17, 2009, the Board directed the County Administrator to send correspondence signed by the Board Chair to the Orioles requesting a written counteroffer.

At various points after the start of negotiations with the Orioles in November 2008, e-mails from constituents or others to members of the Board regarding the Orioles were copied to other Board members and sometimes included the reactions from other Board members. In at least one e-mail correspondence, a comment was directly addressed from one Board member to another. The last e-mail among Board members produced at trial was...