       Third District Court of Appeal
                               State of Florida

                         Opinion filed October 10, 2018.
         Not final until disposition of timely filed motion for rehearing.
                               ________________

                               No. 3D17-2649
                         Lower Tribunal No. 17-17478
                             ________________

                            Bruce C. Matheson,
                                    Appellant,

                                        vs.

                 Miami-Dade County, Florida, etc., et al.,
                                    Appellees.



      An Appeal from the Circuit Court for Miami-Dade County, Rodolfo A.
Ruiz, Judge.

       Carlton Fields Jorden Burt, P.A., Richard J. Ovelmen, Enrique D. Arana,
Alix I. Cohen, Todd M. Fuller and Scott E. Byers, for appellant.

     Abigail Price-Williams, Miami-Dade County Attorney, and Oren Rosenthal,
Monica Rizo Perez and Debra Herman, Assistant County Attorneys; Akerman
LLP, Gerald B. Cope, Jr., Joseph L. Rebak and Erika R. Shuminer, for appellees.

Before LAGOA, FERNANDEZ and LUCK, JJ.

      LUCK, J.
      David Beckham and his partners want to build a Major League Soccer

stadium in Miami. They bought some land from Miami-Dade County to make it

happen. A nearby landowner challenged the sale claiming that the county had a

clear legal duty to sell the property by competitive bidding, instead of outright to

Beckham and his partners, so the landowner would have the opportunity to buy it.

Must the county sell the land through the competitive bid process? No, because

the land was sold as an economic development incentive to attract tourism and

hospitality industries; attract and retain a soccer business enterprise; create a soccer

stadium and new jobs with it; enhance and expand economic activity in the county;

grow and create business enterprises in the county; and create construction and

development jobs to build the stadium. Because the nearby landowner had no

clear legal right to buy the land through the competitive bid process, and the

county had no clear legal duty to offer the land for competitive bid, we affirm the

trial court’s dismissal of the landowner’s claim.

        FACTUAL BACKGROUND AND PROCEDURAL HISTORY

      On June 6, 2017, the county adopted Resolution No. 567-17 authorizing the

sale of approximately 2.79 acres of county land to 0101 Miami Properties, LLC (a

company controlled by Beckham and his partners) to be used for the construction

and operation of a soccer stadium for a Major League Soccer team.               Miami

Properties already owned the land next door, but needed the 2.79 acres to put



                                           2
together a lot large enough for the soccer stadium. Miami Properties was to pay

the county $9,015,000 for the land. The resolution, the commission said, was

adopted pursuant to section 125.045, Florida Statutes,1 in order to “promote

economic development, to strengthen the County’s vibrancy, and to attract tourism

and attendant hospitality industries by housing a Major League Soccer stadium.”

The resolution provided that, as part of the deal for the land, Miami Properties was

required to “make certain economic investments in Miami-Dade County at the

Property,” including:

      i)     the construction and operation of a sports stadium;
      ii)    the expenditure of a minimum total of $175,000,000.00 to
             purchase the land and to construct the facilities necessary for
             the Stadium Project;
      iii)   the creation and maintenance of 50 jobs within five years from
             the date of conveyance, with the majority being full time jobs
             with a salary of the greater of $27,069.00 or the living wage
             then in effect; and
      iv)    the development of a permanent skilled jobs’ training program
             that would train interested applicants in the labor and work
             necessary for the Stadium Project.

      The next month, Bruce Matheson – a neighboring property owner – filed a

petition for writ of mandamus and declaratory and injunctive relief. Matheson’s

petition alleged that section 125.35, Florida Statutes,2 required the county to offer

1  Section 125.045 is entitled, “County economic development powers,” and
specifically authorizes the county to “expend public funds for economic
development activities,” including “leasing or conveying real property.” §
125.045(3), Fla. Stat. (2017). “Economic development incentives include . . .
[b]elow-market rate leases or deeds for real property.” Id. § 125.045(5)(a)4.
2 Section 125.35 is entitled, “County authorized to sell real and personal property



                                         3
the 2.79 acres for competitive bid, and the county violated its clear legal duty by

not doing so.

      The county moved to dismiss the petition because Matheson did not have

standing to challenge the sale to Miami Properties, and the sale was authorized by

section 125.045, which did not require a competitive bid, and therefore, the county

did not violate a clear legal duty. Miami Properties intervened in the case, and

moved to dismiss on similar grounds. After a lengthy hearing, the trial court

granted the motion and dismissed the petition because: (1) Matheson did not have

standing to challenge the sale; and (2) even if he did, the county had no clear legal

duty to competitively bid the 2.79 acres because section 125.045 allowed the

county to sell the property for economic development purposes without complying

with the competitive bidding requirements of section 125.35.

                            STANDARD OF REVIEW

      “The de novo standard of review is applied when considering an order

granting a motion to dismiss,” Lopez-Infante v. Union Cent. Life Ins. Co., 809 So.

2d 13, 15 (Fla. 3d DCA 2002), and “questions involving statutory interpretation,”

E.A.R. v. State, 4 So. 3d 614, 629 (Fla. 2009). “A trial court’s decision as to



and to lease real property.” It “authorize[s]” the county “to sell and convey any
real or personal property, and to lease real property, belonging to the county . . . to
the highest and best bidder for the particular use the board deems to be the highest
and best.” § 125.35(1)(a), Fla. Stat. (2017).

                                          4
whether a party has satisfied the standing requirement is [also] reviewed de novo.”

Sosa v. Safeway Premium Fin. Co., 73 So. 3d 91, 116 (Fla. 2011).

                                   DISCUSSION

         Matheson attacks both of the trial court’s rulings. He contends that he had

standing to challenge the sale of the 2.79 acres to Miami Properties, and the county

had a clear legal duty under section 125.35 to competitively bid the property,

where Matheson and others would have had an opportunity to buy it at a higher

price.

                                       Standing

         We first address standing because it “is a threshold inquiry which must be

made at the outset of the case before addressing [the merits].” Ferreiro v. Phila.

Indem. Ins. Co., 928 So.2d 374, 376 (Fla. 3d DCA 2006) (citations omitted). “A

plaintiff must demonstrate the existence of an actual controversy between the

plaintiff and the defendant in which plaintiff has a sufficient stake or cognizable

interest which would be affected by the outcome of the litigation in order to satisfy

the requirements of standing.” Warren Tech., Inc. v. Carrier Corp., 937 So. 2d

1141, 1142 (Fla. 3d DCA 2006) (citations omitted).

         Matheson alleged that he was “ready, willing and able to purchase the

County Property at the same price and on the same terms the County” offered to

Miami Properties. This allegation, as it was in Accela, Inc. v. Sarasota County,



                                          5
901 So. 2d 237 (Fla. 2d DCA 2005), is sufficient for standing purposes. In that

case, as here, the plaintiffs “asserted that the County had improperly awarded

contracts to CSDC Systems for computer software and maintenance services

without first obtaining competitive bids or proposals.” Id. at 238. The plaintiffs

“alleged that the Sarasota County Procurement Code,” like Matheson alleges of

section 125.35, “require[d] such competitive bidding.”          Id.      “The plaintiffs

complained that they stood ready, willing, and able to submit a competitive bid or

proposal had the County invited such bids or proposals.” Id. The trial court ruled

that “Plaintiffs just don’t have standing.” Id. The Second District Court of Appeal

held that “the plaintiffs had standing to complain because they were potential

competitors who had a right to seek a determination of whether competitive

bidding was required.” Id. (citations omitted).

      Matheson, too, has alleged that he was a potential competitor for the 2.79

acres sold to Miami Properties, and had a right to seek a determination whether

competitive bidding was required. This allegation gives Matheson a sufficient

stake or cognizable interest to satisfy the requirements for standing.

      The county contends that Matheson’s allegation of being “ready, willing,

and able” to purchase the property is hollow because any bid would require that a

soccer stadium be built for a potential Major League Soccer franchise, and

Matheson did not have enough land (even with the 2.79 acres) to build such a



                                          6
stadium. At this stage in the litigation, where we’re reviewing the trial court’s

order granting the motion to dismiss based on Matheson’s lack of standing, “we

must confine our review to the four corners of the complaint, draw all inferences in

favor of the pleader, and accept all well-pled allegations in the complaint as true.”

Payne v. City of Miami, 927 So. 2d 904, 906 (Fla. 3d DCA 2005) (citations

omitted). Accepting Matheson’s allegation as true, as we must at this point, he has

met the threshold for standing.3

                                   Clear Legal Duty

      Matheson challenged the sale because, he alleged, the county violated its

clear legal duty by failing to sell the 2.79 acres through the competitive bidding

process. Matheson is entitled to a writ of mandamus if he can show: (1) a clear

legal right to competitively bid on the 2.79 acres; (2) a clear legal duty by the

county to offer the property for competitive bidding; and (3) no other adequate

legal remedy available. See Tucker v. Ruvin, 748 So. 2d 376, 377 (Fla. 3d DCA

2000) (describing “the prerequisites for the issuance of a writ of mandamus” as “1)

petitioner must have a clear legal right, 2) respondent must have a clear legal,


3 Matheson also alleged standing because he owned property less than a quarter
mile away from the 2.79 acres, and would be “substantially and adversely affected
by the increased vehicular and pedestrian traffic, congestion, noise, decline in
property values, and other impacts the [stadium] project will cause.” Because we
find Matheson’s allegation that he was “ready, willing, and able” to competitively
bid on the 2.79 acres was sufficient to challenge the sale, we do not need to decide
whether living nearby was also sufficient.

                                          7
ministerial duty to perform, and 3) petitioner must have no other adequate legal

remedy available” (citations omitted)).

      Matheson points to section 125.35 as establishing the county’s clear legal

duty to competitively bid the sale of the property, and specifically, this language:

      (1)(a) The board of county commissioners is expressly authorized to
      sell and convey any real or personal property, and to lease real
      property, belonging to the county, whenever the board determines that
      it is to the best interest of the county to do so, to the highest and best
      bidder for the particular use the board deems to be the highest and
      best, for such length of term and such conditions as the governing
      body may in its discretion determine. . . .

      (c) No sale of any real property shall be made unless notice thereof is
      published once a week for at least 2 weeks in some newspaper of
      general circulation published in the county, calling for bids for the
      purchase of the real estate so advertised to be sold. In the case of a
      sale, the bid of the highest bidder complying with the terms and
      conditions set forth in such notice shall be accepted, unless the board
      of county commissioners rejects all bids because they are too low. The
      board of county commissioners may require a deposit to be made or a
      surety bond to be given, in such form or in such amount as the board
      determines, with each bid submitted.

§ 125.35(1)(a), (c), Fla. Stat. (2017) (emphasis added).

      There are two ways to read the underlined language:

    Matheson’s way. Matheson reads “any real property” to mean all land sold

      by the county. If the county sells land, even for economic development, it

      must be done by competitive bid after notice and advertisement.

    The county’s way. The county reads “any real property” to refer to the real

      property that the county authorizes for sale by competitive bid under section

                                          8
      125.35(1)(a). If the county authorizes property for sale to the highest and

      best bidder, then any such real property must follow the procedures in

      subsection (1)(c), including that the sale be advertised in a local newspaper.

In a comprehensive nineteen-page order, the trial court used the tools for reading

statutes to conclude that “section 125.045 of the Florida Statutes contains

independent authority for the County to convey the Stadium Property to the

Stadium Developer as an economic development project, and said conveyance is

not subject to the competitive provisions of section 125.35.” We adopt the trial

court’s reasoning that the county had no clear legal duty to offer the 2.79 acres for

competitive bid, and only add to explain why.

      The Florida Supreme Court has told us how we should read section 125.35.

      [I]f a part of a statute appears to have a clear meaning if considered
      alone but when given that meaning is inconsistent with other parts of
      the same statute or others in pari materia, the Court will examine the
      entire act and those in pari materia in order to ascertain the overall
      legislative intent.

Fla. State Racing Comm’n v. McLaughlin, 102 So. 2d 574, 575-76 (Fla. 1958),

quoted in E.A.R., 4 So. 3d at 629, and Fla. Dep’t of Envtl. Prot. v. ContractPoint

Fla. Parks, LLC, 986 So.2d 1260, 1265-66 (Fla. 2008). “The doctrine of in pari

materia is a principle of statutory construction that requires that statutes relating to

the same subject or object be construed together to harmonize the statutes and to

give effect to the Legislature’s intent.” Fla. Dep’t of State, Div. of Elections v.



                                           9
Martin, 916 So. 2d 763, 768 (Fla. 2005) (citations omitted). “Where possible,

courts must give full effect to all statutory provisions and construe related statutory

provisions in harmony with one another.”          Forsythe v. Longboat Key Beach

Erosion Control Dist., 604 So. 2d 452, 455 (Fla. 1992); see also Howarth v. City of

De Land, 158 So. 294, 298 (Fla. 1934) (“The courts, in construing a statute, must,

if possible, avoid such construction as will place a particular statute in conflict with

other apparently effective statutes covering the same general field.”). Moreover,

“[i]t is axiomatic that all parts of a statute must be read together in order to achieve

a consistent whole.” Forsythe, 604 So. 2d at 455.

      Or, as Justice Scalia and Bryan Garner have explained,

             Perhaps no interpretive fault is more common than the failure to
      follow the whole-text canon, which calls on the judicial interpreter to
      consider the entire text, in view of its structure and of the physical and
      logical relation of its many parts. Sir Edward Coke explained the
      canon in 1628: “[I]t is the most natural and genuine exposition of a
      statute to construe one part of the statute by another part of the same
      statute, for that best expresseth the meaning of the makers.”

Antonin Scalia & Bryan A. Garner, Reading Law: The Interpretation of Legal

Texts 167 (2012) (alteration in original). And:

      The provisions of a text should be interpreted in a way that
      renders them compatible, not contradictory. . . . The imperative of
      harmony among provisions is more categorical than most other
      canons of construction because it is invariably true that intelligent
      drafters do not contradict themselves (in the absence of duress).
      Hence there can be no justification for needlessly rendering provisions
      in conflict if they can be interpreted harmoniously.



                                          10
Id. at 180.

      Matheson’s reading of section 125.35 is not in harmony with the other,

related sections of chapter 125. Chapter 125, entitled “County Government,”

“codifies the County’s broad home rule powers.”          Miami-Dade Cty. ex rel.

Walthour v. Malibu Lodging Investments, LLC, 64 So. 3d 716, 718 (Fla. 3d DCA

2011). The county, among other powers, has the “authority to employ personnel,

expend funds, enter into contractual obligations,” and, most importantly here,

“purchase or lease and sell or exchange real or personal property.” § 125.01(3)(a),

Fla. Stat. (2017). Chapter 125 then sets out a number of ways that a county can go

about selling its land. For example:

              Section 125.045, “County economic development powers”

      (3) For the purposes of this section, it constitutes a public purpose to
      expend public funds for economic development activities, including,
      but not limited to, developing or improving local infrastructure,
      issuing bonds to finance or refinance the cost of capital projects for
      industrial or manufacturing plants, leasing or conveying real property,
      and making grants to private enterprises for the expansion of
      businesses existing in the community or the attraction of new
      businesses to the community. . . .

      (5)(a) By January 15, 2011, and annually thereafter, each county shall
      report to the Office of Economic and Demographic Research the
      economic development incentives in excess of $25,000 given to any
      business during the county’s previous fiscal year. The Office of
      Economic and Demographic Research shall compile the information
      from the counties into a report and provide the report to the President
      of the Senate, the Speaker of the House of Representatives, and the
      Department of Economic Opportunity. Economic development
      incentives include:


                                        11
      1. Direct financial incentives of monetary assistance provided to a
      business from the county or through an organization authorized by the
      county. Such incentives include, but are not limited to, grants, loans,
      equity investments, loan insurance and guarantees, and training
      subsidies.

      2. Indirect incentives in the form of grants and loans provided to
      businesses and community organizations that provide support to
      businesses or promote business investment or development.

      3. Fee-based or tax-based incentives, including, but not limited to,
      credits, refunds, exemptions, and property tax abatement or
      assessment reductions.

      4. Below-market rate leases or deeds for real property.

Id. § 125.045(3), (5)(a) (emphasis added).

       Section 125.38, “Sale of county property to United States, or state”

      If the United States, or any department or agency thereof, the state or
      any political subdivision or agency thereof, or any municipality of this
      state, or corporation or other organization not for profit which may be
      organized for the purposes of promoting community interest and
      welfare, should desire any real or personal property that may be
      owned by any county of this state or by its board of county
      commissioners, for public or community interest and welfare, then the
      United States, or any department or agency thereof, state or such
      political subdivision, agency, municipality, corporation or
      organization may apply to the board of county commissioners for a
      conveyance or lease of such property. Such board, if satisfied that
      such property is required for such use and is not needed for county
      purposes, may thereupon convey or lease the same at private sale to
      the applicant for such price, whether nominal or otherwise, as such
      board may fix, regardless of the actual value of such property. The
      fact of such application being made, the purpose for which such
      property is to be used, and the price or rent therefor shall be set out in
      a resolution duly adopted by such board. In case of a lease, the term of



                                         12
      such lease shall be recited in such resolution. No advertisement shall
      be required.

Id. § 125.38 (emphasis added).

      Matheson’s reading of section 125.35 conflicts with sections 125.045 and

125.38. Matheson contends that all real property that the county sells must be by

competitive bid to the “highest and best bidder.” The highest and best bid is the

one “financially most advantageous to the community.” Marriott Corp. v. Metro.

Dade Cty., 383 So. 2d 662, 665 (Fla. 3d DCA 1980). But section 125.045 allows

the county to sell its real property at a “[b]elow-market rate” as an “[e]conomic

development incentive.” Requiring that all county property be put out for bid and

sold at the “financially most advantageous” price conflicts with the county’s power

to sell its property at a below-market rate for economic development purposes. By

definition, selling property at a below-market rate, as allowed by section 125.045,

cannot be the financially most advantageous price for the county, which is required

by section 125.35.

      Section 125.38 also allows the county to sell land to a nonprofit for a

nominal or less-than-actual-value price, and the sale does not need to be

advertised. This, too, is inconsistent with Matheson’s reading of section 125.35

that all county land must be sold through the competitive bidding process to the

highest and best bidder. The nominal price offered to the nonprofit will never be




                                        13
the highest and best bid, and section 125.38 specifically allows a county to

disregard the “actual value” of the property being sold.

      The state attorney general rejected Matheson’s reading of section 125.35

more than forty years ago. In 1974, Seminole County wanted to lease some of its

recently-acquired property to a nonprofit little league baseball association. Op.

Att’y Gen. Fla. 74-219 (1974). The county asked the attorney general for a legal

opinion on the following question: “Would such a lease, if proper, be controlled

by the procedural requirements of [section] 125.35 [the competitive bidding

statute] or of [section] 125.38 [the statute authorizing nominal sales to

nonprofits]?” Id. The attorney general answered:

             You inform me that Seminole County has recently acquired, by
      eminent domain, a 30-acre parcel of real property for use as part of a
      large park. The county now proposes to lease a portion of this 30-acre
      tract for a ten-year term to a nonprofit corporation for use in
      connection with little league baseball activities. . . .

             Sections 125.35 and 125.38, [Florida Statutes], relate to the sale
      and leasing of county-owned property. . . . [I]t is clear that section
      125.38 is applicable to the proposed lease you describe. [Section]
      125.35 covers county leases in general; [section] 125.38 is much more
      specific, amounting, in effect, to an exception to the general statute.
      Since the lease falls within the terms of the specific statute, that one –
      and not the general statute – applies.

Id. While attorney general opinions are not binding, they are persuasive, Hardee

Cty. v. FINR II, Inc., 221 So. 3d 1162, 1166 (Fla. 2017) (“Attorney General

opinions are also persuasive in statutory construction.”), and we are persuaded by



                                         14
this one, especially because we must read related statutes in harmony where

possible.

      Chapter 125 authorizes a number of ways for a county to sell its property.

Normally, a county will sell its land through the competitive bidding process in

section 125.35. But there are exceptions for a county to sell real property at a

below-market rate for economic development, section 125.045, and at a nominal

rate to community interest nonprofits that will use the land for the public interest

and welfare, section 125.38. Reading section 125.045 as an exception to the

competitive bidding requirements of section 125.35, as the attorney general did for

section 125.38, avoids an unnecessary conflict and harmonizes the various

provisions of chapter 125.4

      Matheson’s reading of section 125.35 is also flawed because it makes the

common “interpretive fault” of failing to “consider the entire text, in view of its

structure and of the physical and logical relation of its many parts.” Scalia &

Garner, supra, at 167. Matheson reads the first sentence in subsection (1)(c) –

4 Matheson relies heavily on Pandya v. Israel, 761 So. 2d 454 (Fla. 4th DCA 2000),
but we don’t find that case helpful because Pandya did not discuss the conflict
between sections 125.35 and 125.045, and the issue in that case was whether the
county could sell property it did not own. (It couldn’t, the court said.) Id. at 458
(“We agree with Judge Kroll that section 125.35 contemplates that the County will
sell real property in the traditional way – when it owns the property. . . . Our
reading of section 125.35 is that the County may ‘sell and convey’ only real
property that it owns.”). Pandya did not address how we read section 125.35 in
relation to other specific authorizations to sell land in chapter 125, and it did not
address the economic development incentive statute in section 125.045.

                                         15
“[n]o sale of any real property shall be made unless notice thereof is published

once a week for at least 2 weeks in some newspaper of general circulation

published in the county, calling for bids for the purchase of the real estate so

advertised to be sold,” § 125.35(1)(c), Fla. Stat. (2017) – to mean that all county

property that is sold must be done by competitive bid.                But this reading is

inconsistent with the text, structure, and title of section 125.35.

      The first sentence of section 125.35 “expressly authorize[s]” the county “to

sell and convey any real or personal property, and to lease real property, belonging

to the county, whenever the board determines that it is to the best interest of the

county to do so, to the highest and best bidder . . . .”              Id. § 125.35(1)(a).

“Authorize” means “[t]o formally approve; to sanction.” Authorize, Black’s Law

Dictionary (9th ed. 2009). Reading section 125.35 as Matheson does would mean

the legislature approved the sale of county property by competitive bidding in

subsection (1)(a), but then mandated that competitive bidding be used for all land

sales in subsection (1)(c). Reading section 125.35 Matheson’s way would make

the express authorization in subsection (1)(a) superfluous because the mandate in

(1)(c) would cover all sales of real property. There would be no need for an

express authorization if there’s already a mandate to do the same thing in

subsection (1)(c). We don’t read statutes that way. See Metro. Cas. Ins. Co. v.

Tepper, 2 So. 3d 209, 215 (Fla. 2009) (“[W]ords in a statute are not to be construed



                                           16
as superfluous if a reasonable construction exists that gives effect to all words.”)

(quotation omitted).

       The structure of section 125.35 also weighs against Matheson’s reading.

Subsection (1)(a) authorizes a county to sell its land through the competitive

bidding process. Subsection (1)(b) carves out some narrow exceptions for sales

that do not have to be competitively bid. And subsection (1)(c) sets out the process

a county must use to competitively bid its real property: the sale must be published

at least once a week for two weeks in a newspaper of general circulation; the

publication must call for bids to purchase the advertised real estate; and the highest

bid must be accepted (unless they are all too low). The reference in subsection

(1)(c) to “sale of any real property” refers to the real property a county has

authorized for sale by competitive bid. The subject of the procedural requirements

of subsection (1)(c) is the real property authorized for sale in subsection (1)(a).

       The title to section 125.35 also sheds light on whether the statute mandates

collective bidding for all real property sold by a county or merely authorizes

competitive bidding as one method for selling property. See Aramark Unif. &

Career Apparel, Inc. v. Easton, 894 So. 2d 20, 25 (Fla. 2004) (“We have previously

stated that in determining legislative intent, we must give due weight and effect to

the title of the section. The title is more than an index to what the section is about

or has reference to; it is a direct statement by the legislature of its intent.”) (citation



                                            17
and quotation omitted). Section 125.35 is entitled, “County authorized to sell real

and personal property and to lease real property.” The title indicates that section

125.35 is an authorization, and not a mandate, to sell property through the

competitive bidding process.

      A decade ago, in ContractPoint, the Florida Supreme Court rejected a

reading of a statute similar to Matheson’s reading of section 125.35. There, a state

contractor sued the department of environmental protection for breach of contract,

and obtained a judgment for $628,543. Id. at 1262. The department refused to pay

“based on its assertion that section 11.066 prohibits a state agency from paying any

judgment unless there is a specific appropriation by the Legislature for that

judgment.” Id. Subsection (3) of section 11.066 provided that “[n]either the state

nor any of its agencies shall pay or be required to pay monetary damages under the

judgment of any court except pursuant to an appropriation made by law.” Id. at

1265 (quoting section 11.066). “While subsection (3), standing alone, appears to

be an absolute bar to the State’s payment of all judgments,” the Court conceded,

“[i]n interpreting section 11.066 . . . we cannot read subsection (3) in isolation, but

must read it within the context of the entire section . . . .” Id. at 1265-66. That

meant reading subsection (3) “with reference to subsection (2),” which provided:

             The state and each state agency, when exercising its
             inherent police power to protect the public health, safety,
             or welfare, is presumed to be acting to prevent a public
             harm. A person may rebut this presumption in a suit


                                          18
             seeking monetary damages from the state or a state
             agency only by clear and convincing evidence to the
             contrary.

      § 11.066(2), Fla. Stat. (2005) (emphases supplied).

      This express reference to suits “seeking monetary damages” made in
      the context of the State’s exercise of its “police power to protect the
      public health, safety, or welfare” precedes the references in subsection
      (3) to “monetary damages under the judgment of any court” and “a
      judgment for monetary damages.” The reference to police power also
      precedes the remaining subsections that discuss execution on State
      property and application of mandamus to enforce such judgments.
      Subsection (2) clearly focuses the thrust of the statute on judgments
      arising from claims based on the exercise of the State’s police power
      and says nothing about claims arising from breach of contract. The
      references in subsection (3) to “monetary damages” echo the
      provisions of subsection (2) and accordingly relate to monetary
      damages contained in judgments arising from the exercise of the
      State’s police powers. Therefore, the statute does not express a clear
      intent to bar payment of valid breach of contract judgments, but rather
      expresses an intent to limit payment of judgments arising out of the
      exercise of the State's police powers.

Id. at 1266. The Court read “monetary damages” in subsection (3) in context with

the rest of the statute to find that it referred to the state’s exercise of its police

powers.

      We must give section 125.35(1)(c)’s reference to the “sale of any real

property” the same reading. Section 125.35(1)(a) expressly authorizes the county

to sell real property to the highest and best bidder. Subsection (1)(c) lays out the

procedure for how a county conducts and notices the competitive bid. The “sale of

any real property” mentioned in subsection (1)(c) refers to the real property that



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has been authorized for sale by competitive bid in subsection (1)(a) – not all real

property that is ever sold by the county pursuant to other provisions of chapter 125.

      Matheson contends we are bound by Rolling Oaks Homeowner’s

Association v. Dade County, 492 So. 2d 686 (Fla. 3d DCA 1986) to hold that the

sale of county land for a stadium must be done by the competitive bidding process

in section 125.35. In Rolling Oaks, years earlier, a local family had donated land

to the county. Id. at 687. The county leased the donated property “for the purpose

of constructing a large sports stadium and attendant commercial facilities.” Id.

Nearby homeowners sued, in part, because the county “acted illegally in

authorizing a lease that was not necessarily made to the highest and best bidder

pursuant to section 125.35, Florida Statutes.” Id. at 689.

      First, Rolling Oaks could not address the issue in this case – whether the

county’s sale of property as an economic development incentive pursuant to

section 125.045 must be done by competitive bidding pursuant to section 125.35 –

because that statute was added by the legislature to the county’s powers in 1995,

Ch. 95-309, § 1, at 2773, Laws of Fla., almost a decade after Rolling Oaks was

decided.5 The economic development incentives statute didn’t exist when the court

considered Rolling Oaks, and the county did not sell the property as an economic


5 Subsection (5)(a), authorizing the county to deed real property at “[b]elow-market
rate[s]” as an “economic development incentive,” was added in 2010. Ch. 10-147,
§ 1, Laws of Fla.

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development incentive, as it did here. We couldn’t hold anything as to whether

land sold as an economic development incentive had to be competitively bid under

section 125.35 because that issue wasn’t before the court.

      Even if it was, Rolling Oaks supports the county’s reading of section 125.35.

In response to the homeowners’ claim that the county failed to comply with section

125.35, the stadium company argued that the “transaction [was] exempt from

bidding under section 125.39, Florida Statutes, which excludes conveyances for a

specific purpose which contain a reversionary clause.” Id. We explained that

under the exclusion in section 125.39, “[a]s long as a conveyance to the county

includes a valid special purpose and reverter clause [the elements needed for the

section 125.39 exclusion], the competitive bidding requirements do not apply to

county dispositions.” Id. at 690. We found, however, that at least one of the

parcels leased by the county did “not qualify for this exemption.” Id. at 689.

      Rolling Oaks acknowledges, as we do here, that section 125.35 competitive

bidding is subject to specific exemptions in chapter 125, as long as the statutory

requirements of those exemptions are met. (Rolling Oaks is also consistent with

the attorney general’s 1974 opinion – section 125.35 is subject to limited and

specific exceptions and exclusions.) The legislature added section 125.045 as an

additional exclusion for below-market land conveyances done for the purpose of

economic development.      Like the exclusion in Rolling Oaks, as long as the



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requirements of section 125.045 are met, a county can deed real property at a

below-market rate outside the competitive bidding process.

      Matheson also contends that the county’s reading of section 125.35 gives it

too much power to avoid competitive bidding. All the county would have do is

characterize the sale as an “economic development incentive,” and it can sell the

property directly to one party at a below-market rate without having to solicit

competitive bids. This is a recipe for abuse and corruption, Matheson says. As he

explains in his initial brief, “[t]he entire point of the competitive bidding statute is

to protect the public from collusive, corrupt, sweetheart, and backroom deals made

with the local government’s favored constituents.”

      We have sanctioned no such thing.          Competitive bidding under section

125.35 is, and remains, the normal process for selling county land.            But the

legislature authorized other ways for a county to sell its real property, including for

economic development activities under section 125.045, or to a community interest

nonprofit for the public interest under section 125.38.          Under the economic

development incentive exception, the county cannot sell to favored constituents for

a corrupt or collusive purpose. That would be illegal. See, e.g., § 838.016(1), Fla.

Stat. (2017) (“It is unlawful for any person to knowingly and intentionally give,

offer, or promise to any public servant, or, if a public servant, to knowingly and

intentionally request, solicit, accept, or agree to accept, any pecuniary or other



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benefit not authorized by law, for the past, present, or future performance,

nonperformance, or violation of any act or omission which the person believes to

have been, or the public servant represents as having been, either within the official

discretion of the public servant, in violation of a public duty, or in performance of

a public duty.”).

      And even if it wasn’t illegal, section 125.045 would not permit it because the

statute only authorizes a county to sell real property for the public purpose of

economic development activities. Section 125.045 describes such activities as

“facilitat[ing] the growth and creation of business enterprises in the counties of the

state”; “attact[ing] and retain[ing] business enterprises”; and “the expansion of

businesses existing in the community or the attraction of new businesses to the

community.”     Id. § 125.045(1)-(3).    If the sale doesn’t meet this criteria for

economic development activity, then the county cannot use section 125.045 to sell

the property and must competitively bid the property or find another exception

under chapter 125.

      Here, the attachments to Matheson’s complaint showed that the sale of the

2.79 acres to Miami Properties was for economic development activities. The sale

required Miami Properties to: (a) construct and operate a sports stadium; (b) spend

a minimum of $175,000,000 to purchase the land and construct the facilities

necessary for the stadium project; (c) create and maintain no less than fifty



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permanent jobs at the stadium within five years, with a majority of the jobs being

full time and having an annual salary greater than the county living wage; (d)

comply with the county’s small business enterprise programs during construction;

(e) hold at least two job fairs to recruit local employees; and (f) develop a

permanent skilled jobs training program.

                                  CONCLUSION

      Because the 2.79 acres were sold to Miami Properties as an economic

development incentive, the county did not have to comply with the competitive

bidding requirements of section 125.35. Thus, Matheson did not have a clear legal

right to buy the property, and the county did not have a clear legal duty to sell it by

competitive bid. The trial court correctly dismissed Matheson’s complaint, and we

affirm the dismissal.

      Affirmed.




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