Cmty. Mar. Park Assocs. v. Mar. Park Dev. Partners LLC

Cmty. Mar. Park Assocs. v. Mar. Park Dev. Partners LLC

Opinion

 [*484]  PER CURIAM:

This appeal arises from an action to rescind the Development [**2]  Agreement ("Agreement") signed by Community Maritime Park Associates, Inc. ("CMPA") and Maritime Park Development Partners, LLC ("MPDP") on August 14, 2009 after a competitive award process that CMPA alleges suffered from procedural defects. MPDP appeals four district court orders: (1) denial of a motion to recuse, (2) a grant of partial summary judgment to CMPA, (3) a disgorgement order, and (4) a preliminary injunction freezing certain of MPDP's assets. After careful review, and with the benefit of oral argument, we affirm.²

CMPA is a non-profit organization created by the City of Pensacola, Florida, to oversee the city's Community Maritime Park project, a mixed-use development originally designed to include a public park, a sports venue, a conference center, and other commercial, residential, and retail facilities. MPDP, a corporation formed after CMPA had begun its competitive award selection process for a "Master Developer" for the project, won the contract by representing itself as a joint venture that included one of the original candidates for Master Developer, [**3]  Land Capital Group, Inc. ("Land Capital").

In conducting its search for the Master Developer, CMPA sought to comply with Florida competitive award statutes that govern the negotiation of public contracts. Florida's Consultants' Competitive Negotiation Act ("CCNA"), Fla Stat. § 287.055, sets forth a rigid process for government agencies to follow when procuring professional services for urban development.³ The first two stages of the process include (1) an announcement and request for qualifications ("RFQ") and (2) a request for proposals ("RFP") from firms that qualified through the RFQ stage. Id. § 287.055(3), (4). Then, the government agency must rank at least three firms based on their RFPs and begin contract negotiations with the top-ranked firm. Id. § 287.055(4)(b), (5). Upon completing the RFQ and RFP stages, CMPA identified Land Capital as the top-ranked firm for  [*485]  subsequent negotiations. By the RFP stage, however, Land Capital had begun to lose its financial footing. To reassure CMPA of the integrity of the firm's proposal, Land Capital principal Scott Davison represented to CMPA that MPDP was a financially sound joint venture between Land Capital and other real estate firms that would step in to take the reins.⁴ On the basis of [**4]  these representations, MPDP won the contract as the successor to Land Capital's bid even though MPDP was not officially a candidate during the RFQ or RFP stages.

The resulting Agreement named MPDP as the Master Developer and also gave CMPA the option to hire MPDP as its "Design-Build Contractor." Doc. 18-1 at 24. The CCNA defines a design-build contract as "a single contract with a design-build firm for the design and construction of a public construction project." Fla. Stat. § 287.055(2)(i). Where a developer is qualified under Florida law to handle both design and construction, this option creates an opportunity for efficiency and cost savings. CMPA initially voted to award the design-build contract to MPDP, but MPDP was unable at that time to secure the bonding it needed. [**5]  Thus, MPDP recruited Hoar Construction, LLC ("Hoar") to create a new entity, Magi Construction, LLC ("Magi"), in which MPDP would take a 49-percent share in exchange for assigning its right to the design-build contract to Magi.

Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.