HomeMy WebLinkAboutTCERDA BOD agenda packet 18 02 22TCERDA
Treasure Coast Education, Research and Development Authority
Board of Directors
TCERDA Meeting Agenda
February 22, 2018
3:00PM – 4:30PM
St Lucie County Annex Building
2300 Virginia Ave, Fort Pierce, FL 34982
A.Welcome Members and Guests
B.Call to Order - Mike Adams, Chair
C.Meeting Minutes of July 27, 2017
D.Public Comment
E.Treasurer's Report - Pat Murphy
F.Legal Update - Heather Young
a.Update on Your Pro Kitchen Lease
b.UF/IFAS 60 acres MOU
G.Executive Director Update – Mark Satterlee
a.Sunshine Kitchen Update
i.Kitchen Build Out - John Binkley, EDB Architects
ii.Construction – Jared Modine, Paul Jacquin and Sons, Inc.
iii.Your Pro Kitchen – Cindy Pickering
iv.EDA Grant
b.Treasure Coast Research Park Update
i.Research Park Agriculture Community - Ed Skvarch, Extension Director
ii.Research Park Strategic Plan – John Rhodes, Moran, Stahl & Boyer
iii.Leasing Land at the Research Park
H.Old Business
I.New Business
J.Announcements
K.Adjournment
PLEASE TURN OFF ALL CELL PHONES AND PAGERS PRIOR TO ENTERING THE AUTHORITY BOARD COMMITTEE MEETING
Anyone with a disability requiring accommodation to attend this meeting should contact the TCERDA office at (772) 467-3107. at l east
forty-eight (48) hours prior to the meeting.
1
DRAFT
TCERDA
Treasure C oast Education, Research and Development Authority
TCERDA Board of Directors
Minutes of Meeting
July 27, 2017
Convened: 3:02 p.m. Adjourned: 4:20 p.m.
The meeting of the Treasure Coast Education, Research and Development Authority (TCERDA) was held on
Thursday, July 27, 2017, at the University of Florida Indian River Research and Education Center, 2199 South Rock
Road, Fort Pierce, Florida.
MEMBERS PRESENT:
Mike Adams, Chair
Kevin Heinicka, Vice Chair
Hoyt C. “Pat” Murphy, Jr., Secretary & Treasurer
Kathleen A. McGinn
Peter Stoffella
MEMBERS ABSENT:
Jane Bachelor (call in)
ALSO PRESENT:
Mark Satterlee, Deputy County Administrator
Heather Young, Assistant County Attorney
TCERDA LIAISONS:
Tod Mowery, St. Lucie County Commissioner (absent)
Reginald Sessions, City of Fort Pierce Commissioner (absent)
John Carvelli, City of Port St. Lucie Councilman (absent)
A. CALL TO ORDER
There being a quorum, Mr. Adams called the meeting to order at 3:02 p.m.
B. WELCOME AND INTRODUCTIONS/ PUBLIC COMMENT
Mr. Adams welcomed the Board members and guests.
C. APPROVAL OF MINUTES
Mr. Adams requested a motion to approve the March 27, 2017, TCERDA Board minutes. Pat Murphy made a
motion to approve the minutes, and Kevin Heinicka second. The motion passed by acclamation.
D. TREASURER’ S REPORT (P. Murphy)
Mr. Murphy gave an overview of the budget. TCERDA has $54,506.86 in the Seacoast National Bank account,
$27,686.82.54 remaining in the St. Lucie County operating budget, $3,220.40 remaining in the Capital Budget. The
Farm2Fly grant administration fee $8,667.00 was moved to the TCERDA’s operating budget; the remaining
$8,758.00 is pending Office Management and Budget. Mr. Adams requested a motion for approval of the
Treasurer’s Report. Kathleen McGinn made a motion to approve the Treasurer’s Report and Pete Stofella second.
The motion passed by acclamation.
2
E. LEGAL UPDATE and CONTRACTS - Heather Young
University of Florida 60 acres MOU has been signed and approved by the University. United States Department of
Agriculture (USDA) excluded themselves from the lease agreement. The 60 acres MOU is a sublease, two (2) terms
for ten (10) years, with and termination of 2 years.
Attorney Young stated that TCERDA has two (2) cattle leases with Thomas White and John Peters. The leases are
for one (1) year each. John Peters lease was extended for one year because Mr. Peters applied for the USDA
drought program and needed the paperwork to submit to USDA.
F.Chairman Update (Mike Adams)
New TCERDA Board Appointments – TCERDA has three open seats available. Pete Stoffella made a motion to
appoint Pamela Welmon, from Indian River State College (IRSC). Kathleen McGinn second. The motion carried.
Pete Stoffella requested a letter of recommendation from FAU President John Kelly to appoint Megan Davis, from
Florida Atlantic University (FAU) Harbor Branch Oceanographic Institute (Pat Murphy currently holds the FAU seat
but will move to an enlarged seat). Pete Stoffella made a motion to appoint Megan Davis and Ron Cave, from the
University of Florida (UF), Interim Center Director and Kathleen McGinn second the motion. The motion passed
by acclamation.
Farm to Fly - The Farm to Fly Feasibility Study has closed out after eighteen (18) month. The Research Park and
the Farm to Fly project team had twenty (20) tons of sugar beets delivered to the Tropicana Plant. The beets were
processed through Tropicana equipment to produce cattle feed and molasses. The end products (cattle feed and
molasses) were sent to Cumberland Valley Analytical Services to test the nutrients contents. The molasses was
sent to Indian River State College to process ethanol. The test picked up some citrus that was left on the equipment
at Tropicana and didn’t ferment properly. There has been some interest from the Airlines and Processor and the
Growers to continue the project. The final feasibility study report will be delivered on August 1, 2017. USDA Rural
Development will release another Value-Added Producer Grant (VAPG) to continue the study and take the project
to the next level. TCERDA will continue to work with Tropicana. The question, Mike Adams asked the board
members, 'Does TCERDA want to continue this project?' Jane Bachelor inquired about matching funds and in-kind
services for the VAPG grant. Mike Adams stated he would forward the grant proposal when the grant comes out.
The proposal is not out yet. Pat Murphy recommended TCERDA continue the project. The Board decided to wait
until the grant is made available to determine if they want to continue the project.
Sunshine Kitchen - Mark Satterlee stated that he represented TCERDA at the Realtors Association meeting that
was held at Economic Development Council (EDC) earlier in the day. He gave an overview of the Research Park
and explained the Research Parks vision. There was a discussion on who was managing the construction of the
kitchen. Mark Satterlee stated, St. Lucie County Facilities Department was managing the building, and Regina
McCants was managing the Economic Development Administration (EDA) grant. He stated that St. Lucie County
needs to look at the Research Park pricing, and determine how and who to rent space too. Also, stated there was
a problem with the tenant Your Pro Kitchen lease. The county will need to speak with EDA about the lease
agreement. The grant application stated the County would hire a manager to oversee the operations of the
kitchen. Attorney Young will work with EDA’s counsel to resolve. Jill Marasa, from EDC, would like to be involved
with getting tenants for the kitchen. Each lease for the kitchen has to be approved by EDA. Pat Murphy suggested
inviting all the previous TCERDA Board members to the grand opening of the Sunshine Kitchen.
TCERDA and the County received the Sunshine Kitchen Food Business Incubator Equipment grant from USDA Rural
Development in the amount of 135,000.00. TCERDA has one year to purchase the equipment and may need to
store if the building isn't complete.
G.OLD BUSINESS
3
UF MOU 60 acres discussed under Legal.
H.NEW BUSINESS
There was some discussion on the future role of the TCERDA Board. Mark Satterlee discussed the TCERDA Board
becoming an Advisory Board or remaining an Authority. Attorney Young stated undoing an authority is
complicated. If the Authority becomes an Advisory Board, it would be difficult to become an Authority in the
future. Satterlee stated the County Administrator and the Board of County Commissioners are opposed to hiring
a new director for the Research Park. Mark Satterlee indicated he was the Interim Director, and working with EDC
and Regina McCants who are performing a lot of the functions. He explains the County has invested over 17 million
dollars in the Research Park, and need to see a return on the investment. Satterlee told the board members when
the Research Park was created ‘Research’ was ideal in the State of Florida and it made sense to buy the land. In
the last several years, Research Companies, the federal government, and the market have changed how they do
business.
Kevin Heinicka inquired about Alex Feerer, from Green Light Energy Solutions (GLES), and Satterlee explained that
Mr. Feerer needs a business plan to present to the county. There was a discussion about another prospect,
Maurice Hoo, from REIT Americas. Attorney Young stated she send Mr. Hoo’s attorney’s paperwork but haven’t
heard back from them. All new companies would go through EDC, which will investigate the companies and keep
all information confidential.
Pete Stoffella stated the Research Park was created for agriculture and research. He recommended the Board to
appoint Jane Bachelor as the Interim Director with a small salary until the County decides the future of the
Research Park. He reminded the Board that Jane Bachelor was the overseer for two years before the former
director. Attorney Young stated Ms. Bachelor would have to relinquish her role as a Board Member. Mr. Satterlee
stated this recommendation would need to wait until the joint meeting on September 21, 2017, to be discussed.
Ms. Bachelor stated if the BOCC agreed, she would accept. Kathleen McGinn stated, she didn’t believe an
Executive Director was needed if the County was taking over the Research Park. Pat Murphy agreed it was a good
idea to market the Research Park through EDC, and the County does the administration work. Kevin Heinicka
agreed with the other board members. Pete Stoffella asked Chair Mike Adams to talk with Howard Tipton, County
Administrator. Mike Adams agreed to speak with Howard Tipton.
I. ANNOUNCEMENTS
Erik Melville resigned after five years of service.
J. ADJOURNMENT
Upon no further discussion, Mr. Adams requested the meeting be adjourned. By consensus of the Board
members, the meeting was adjourned at 4:20 p.m. The next TCERDA BOD meeting will be determined at a later
date and time. There will be a joint meeting between the TCERDA Board and St. Lucie County BOCC, on September
21, 2017, at St. Lucie County, 2300 Virginia Avenue, in conference room 3, at 3:00 pm.
Minutes submitted by Regina McCants
4
$0.00
Check(s) Written:
Deposit(s):
$0.00
***
Budgeted Expended Committed Remaining
Labor $199,813.00 $29,024.99 $0.00 $170,788.01
Operating $124,287.00 $5,356.80 $3,028.76 $115,901.44
Capital $0.00 $0.00 $0.00 $0.00
$324,100.00 $34,381.79 $3,028.76 $286,689.45
$286,689.45
* TCERDA Seacost National Bank Account was closed on 01/25/2018 by Treasurer Hoyt 'Pat' Murphy
** Certified check was delivered to Clerk of Court Finance Director on 01/26/2018 by Regina McCants
*** Funds $54,506.86 was deposited in BOCC bank account 316-3716-369917-153606 on 01/29/2018
TREASURE COAST EDUCATION, RESEARCH & DEVELOPMENT AUTHORITY
Treasurer's Report
Friday, February 09, 2018
SLC available balance as of February 9, 2018::
* February 1, 2018 Beginning Balance:
SLC FY 17-18 through October 31, 2017
TCERDA through February 9, 2018
** TCERDA available balance as of February 9, 2018:
5
Start of Fiscal>>Report Date>>4.54(without payroll - operating only)
Operating Expenditures/ Available Balance
Treasure Coast Research Park
Friday, February 16, 2018Monday, October 02, 2017 YTD (months)
Ac
c
o
u
n
t
Tit
l
e
Ad
j
u
s
t
e
d
B
u
d
g
e
t
YTD
A
c
t
i
v
i
t
y
Co
m
m
i
t
m
e
n
t
s
YTD
+
Co
m
m
i
t
m
e
n
t
s
Av
a
i
l
a
b
l
e
B
a
l
a
n
c
e
Mo
n
t
h
l
y
U
s
e
t
o
Da
t
e
Re
m
a
i
n
d
e
r
For
e
c
a
s
t
@
Mo
n
t
h
l
y
U
s
e
t
o
Da
t
e
An
n
u
a
l
F
o
r
e
c
a
s
t
Tot
a
l
For
e
c
a
s
t
S
u
r
p
l
u
s
/
(Sh
o
r
t
f
a
l
l
)
531000 Professional Services $48,000.00 $0.00 $250.00 $250.00 $47,750.00 $0.00 $0.00 $250.00 $47,750.00
534000 Other Contractual Services $5,500.00 $0.00 $0.00 $0.00 $5,500.00 $0.00 $21,300.00 $21,300.00 -$15,800.00 John Rhodes - Market
534100 Information Technology $2,000.00 $0.00 $0.00 $0.00 $2,000.00 $0.00 $0.00 $0.00 $2,000.00
534110 Software Contract $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
534300 Contract Labor $9,637.00 $0.00 $0.00 $0.00 $9,637.00 $0.00 $0.00 $0.00 $9,637.00
540000 Travel $6,000.00 $0.00 $0.00 $0.00 $6,000.00 $0.00 $200.00 $200.00 $5,800.00 Projected Fiscal Year
541000 Communications $3,000.00 $339.98 $0.00 $339.98 $2,660.02 $0.00 $400.00 $739.98 $2,260.02 Verizon projected fisca
542000 Postage & Freight $300.00 $33.36 $0.00 $33.36 $266.64 $0.00 $100.00 $133.36 $166.64 Projected Fiscal Year
543000 Utilities $1,500.00 $697.27 $0.00 $697.27 $802.73 $0.00 $2,176.00 $2,873.27 -$1,373.27 Projectd FPUA and FP
544100 Equipment Rental $1,500.00 $0.00 $0.00 $0.00 $1,500.00 $0.00 $0.00 $0.00 $1,500.00
546000 Equipment Maintenance $2,500.00 $0.00 $0.00 $0.00 $2,500.00 $0.00 $0.00 $0.00 $2,500.00
546300 Grounds Maintenance $12,000.00 $2,700.00 $900.00 $3,600.00 $8,400.00 $0.00 $10,500.00 $14,100.00 -$2,100.00 Projected Fiscal Year
546320 Irrigation Maintenance $3,000.00 $0.00 $1,711.52 $1,711.52 $1,288.48 $0.00 $0.00 $1,711.52 $1,288.48
547000 Printing & Binding $500.00 $0.00 $0.00 $0.00 $500.00 $0.00 $0.00 $0.00 $500.00
547005 Printing & Binding-Materials Center $1,000.00 $164.21 $0.00 $164.21 $835.79 $0.00 $0.00 $164.21 $835.79
548000 Promotional Activities $500.00 $0.00 $0.00 $0.00 $500.00 $0.00 $0.00 $0.00 $500.00
548010 Promotional Advertising $1,500.00 $0.00 $0.00 $0.00 $1,500.00 $0.00 $0.00 $0.00 $1,500.00
548060 Promotional Activities-Entertain $3,000.00 $0.00 $0.00 $0.00 $3,000.00 $0.00 $0.00 $0.00 $3,000.00
549000 Advertising $500.00 $32.76 $167.24 $200.00 $300.00 $0.00 $0.00 $200.00 $300.00
549300 Licenses & Fees $0.00 $175.00 $0.00 $175.00 -$175.00 $0.00 $0.00 $175.00 -$175.00
549160 Storm Water Assessment $1,100.00 $1,156.68 $0.00 $1,156.68 -$56.68 $0.00 $0.00 $1,156.68 -$56.68
551000 Office Supplies $2,500.00 $0.00 $0.00 $0.00 $2,500.00 $0.00 $500.00 $500.00 $2,000.00 Projected Fiscal Year
551200 Equipment < $1000 $1,060.00 $0.00 $0.00 $0.00 $1,060.00 $0.00 $0.00 $0.00 $1,060.00
551501 Office Supplies-Computer $1,000.00 $57.54 $0.00 $57.54 $942.46 $0.00 $200.00 $257.54 $742.46 Projected Fiscal Year
552000 Operating Supplies $1,000.00 $0.00 $0.00 $0.00 $1,000.00 $0.00 $0.00 $0.00 $1,000.00
554000 Dues & Memberships $8,885.00 $0.00 $0.00 $0.00 $8,885.00 $0.00 $0.00 $0.00 $8,885.00
554100 Books & Subscriptions $1,000.00 $0.00 $0.00 $0.00 $1,000.00 $0.00 $0.00 $0.00 $1,000.00
555000 Training-Seminar Registrations $5,805.00 $0.00 $0.00 $0.00 $5,805.00 $0.00 $0.00 $0.00 $5,805.00
581000 Grants & Aids to Governmental Units $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
TOTAL $124,287.00 $5,356.80 $3,028.76 $8,385.56 $115,901.44 $0.00 $35,376.00 $43,761.56 $80,525.44
% of Total 4.31%56.54%276.86%1382.16%0.00%6.75%6.75%0.00%
Burn per Month $10,357.25 $446.40 $252.40 $698.80 $9,658.45 $0.00 $2,948.00 $3,646.80
6
SUB LEASE AGREEMENT
BY AND BETWEEN
TREASURE COAST EDUCATION, RESEARCH AND DEVELOPMENT AUTHORITY
(“LANDLORD”)
AND
YOUR PRO KITCHEN LLC D/B/A YOUR PRO KITCHEN SUNSHINE KITCHEN
(“TENANT”)
Dated: ___________________________, 2017 (THE “EFFECTIVE DATE”)
7
THIS LEASE AGREEMENT (the “Lease”), made and entered into this ____ day of
___________, 2017, by and between TREASURE COAST EDUCATION, RESEARCH AND
DEVELOPMENT AUTHORITY (hereinafter called “Landlord”), and YOUR PRO KITCHEN
LLC, D/B/A YOUR PRO KITCHEN SUNSHINE KITCHEN (hereinafter called the
“Tenant”).
W I T N E S S E T H:
WHEREAS, the Landlord desires to demise, lease and rent unto Tenant, and the Tenant desires
to rent and lease from Landlord Suite A (the “Premises”) in the building located at 2199 South Rock
Road, Fort Pierce, FL 34945, (the “Building”) located on that certain piece of real property located in St
Lucie County, Florida as more particularly described on Exhibit A attached hereto and incorporated
herein by this reference, and together with all improvements thereon and appurtenant rights thereto
collectively referred to herein as the “Land”); and
WHEREAS, the Premises consists of ______ rentable square feet.
NOW, THEREFORE, for and in consideration of the mutual covenants, promises and
agreements herein contained, Landlord does hereby demise, lease and rent unto the Tenant and Tenant
does hereby rent and lease from Landlord the Premises, under and pursuant to the following terms and
conditions:
1. Term. The term of the Lease shall be for five (5) years (“Term”) and shall commence
upon the Completion Date (defined below) and expire at 11:59 p.m. Eastern Time on the last day of the
fifth (5th) Lease Year (“Termination Date”), unless renewed as hereinafter provided. Each twel ve (12)
month period beginning on the Completion Date or any anniversary thereof shall hereinafter be called a
“Lease Year.”
(a) Completion Date Defined. The “Completion Date” will be the date upon which all of
the following conditions precedent have been fulfilled by Landlord: (i) Substantial Completion of
Landlord’s Work (as such term is defined in Exhibit B to this Lease) has occurred, and (ii) Landlord has
delivered exclusive possession of the Premises to Tenant.
(b) Access before the Completion Date. For the period from the Effective Date until the
Completion Date, Tenant shall have access to the Premises for the purpose of installing fixtures,
equipment, merchandise and performing Tenant’s construction and pre-construction activities. Such
access shall be subject to scheduling by Landlord and such entry (i) shall be under all of the terms and
conditions of this Lease, except no Rent will be payable, and (ii) shall not be construed as an acceptance
of the Premises by Tenant.
(c) Rent Commencement Date Defined. The “Rent Commencement Date” means the date
three (3) months after the Completion Date.
2. Rent; CAM Expense. Beginning on the Rent Commencement Date, Tenant agrees to pay
as an annual base rent (“Rent”) of _____ Dollars ($_____) based upon Eight and 50/100 Dollars ($8.50)
per square foot of the Premises and annual CAM Expense (defined in Section 8 below), together with all
applicable Florida sales and use tax due thereon. Rent and CAM Expense shall be payable in equal and
consecutive monthly installments, in advance, on the first (1st) day of each calendar month. If the Rent
Commencement Date does not occur on the first day of a calendar month, Tenant’s first payment of Rent
8
shall also include rent for the fractional portion of the month between the Rent Commencement Date and
the first day of the first full calendar month in the Term, on a per diem basis, plus Rent for the following
calendar month. Except in the event of Tenant’s default, if the term of this Lease expires or is termi nated
on a day which is not the last day of the calendar month, the Rent for the final partial calendar month that
the Rent is due will be prorated based on the actual number of days within said calendar month prior to
the end of the Term. All amounts (unless otherwise provided herein) other than the Rent and CAM
Expense owed by Tenant to Landlord hereunder shall be deemed additional rent.
3. Security. Tenant, concurrently with the execution of this Lease, has deposited with
Landlord the sum of $________ (the “Security Deposit”) equal to three months of rent and operating
expenses. The receipt of which is hereby acknowledged by Landlord, which sum shall be retained by
Landlord as security for the payment by Tenant of the rents herein agreed to be paid by Tenant and for
the faithful performance by Tenant of the terms and covenants of this Lease. In the event Tenant is not in
default of the Lease at the expiration of the Term, the Security Deposit shall be refunded to Tenant,
without interest unless otherwise required by law, upon expiration of this Lease.
4. Renewals. Provided Tenant is not in default under this Lease beyond any applicable
notice or cure periods, Tenant shall have the right and option to renew this Lease for one (1) additional
period of five (5) years, immediately ensuing after the expiration of the initial Term of this Lease, by
notifying Landlord in writing not less than ninety (90) days before the expiration of the initial Term of
Tenant’s intention to exercise its option to renew. In the event that Tenant so elects to extend this Lease,
then, for such extended period of the Term, all of the terms, covenants and conditions of this Lease shall
continue to be, and shall be, in full force and effect during such extended period of the Term hereof,
except that the Rent due hereunder shall be at ninety five percent (95%) of the market rate or the Rent for
the initial Term of this Lease, whichever is greater. Said market rate is to be determined by what the
market rates are for similar uses in the St. Lucie County area and said rate must be agreed upon by both
Landlord and Tenant prior to the expiration of the initial Term. In the event Landlord and Tenant are
unable to agree upon a rental rate, then both Landlord and Tenant will retain a local industrial real estate
broker familiar with the St. Lucie County area for their expertise. Said brokers are to be paid as
consultants by both Landlord and Tenant with each paying their own consultant. In the event an
agreement cannot be reached prior to the expiration of the existing Term, this Lease will terminate at the
end of the existing Term and the Lease shall not be renewed.
5.Landlord’s Representations and Warranties. Landlord hereby represents and warrants to
Tenant as follows:
(a) to the best of Landlord’s knowledge, there are no public or private restrictions, easements
or conditions of any kind whatsoever, nor any other agreements to which Landlord is a party, nor any
ordinances, statutes or regulations, that would in any manner prevent, limit or restrict the use of the
Premises by Tenant as a commercial kitchen and office space; and
(b) at the time of the execution by Landlord of this Lease, Landlord is the sole owner in fee
simple absolute of the Property; and
(c) to Landlord’s best knowledge, (i) the Land, Building and Premises do not contain any
Hazardous Materials (defined in Section 10(c) below), (ii) Landlord has not conducted, authorized or
permitted the generation, transportation, storage, treatment, handling or disposal of any Hazardous Materials
on the Land, Building or Premises, (iii) Landlord is not aware of any pending or threatened litigation or
proceedings before any governmental authority in which any person or entity or governmental authority
9
alleges the presence, release, threat of release, placement on or in the Land, Building, or Premises or the
generation, transportation, storage, treatment or disposal at the Land, Building or Premises of any
Hazardous Materials, (iv) Landlord has not received any notice of and has no actual or constructive
knowledge that any governmental authority or any employee or agent thereof has determined, or threatens to
determine, that there is a presence, release, threat of release, placement on, in or about the Land, Building or
Premises and adjacent properties or the generation, transportation, storage, treatment or disposal at the
Land, Building or Premises of any Hazardous Materials, (v) there are and have been no communications or
agreements to, from or with any governmental authority or any private entity, including, but not limited to,
any prior owners of the Land or Building or any adjacent or nearby property, relating in any way to the
generation, transportation, storage, treatment or disposal at the Land or Building of any Hazardous
Materials; and (vi) there are no underground storage tanks on or in the Land, and to the best of Landlord’s
knowledge and belief, there have never been any underground storage tanks on or in the Land.
Landlord hereby acknowledges that Tenant is relying upon the representations and warranties
contained in this Section 5 in executing this Lease, that the matters so represented and warranted are
material, and that in the event any of such representations and warranties were untrue as of the Effective
Date or any time during the Term or in the event of any breach of such warranties or any misrepresentation
herein, Tenant may terminate this Lease without any liability on not less than thirty (30) days’ prior written
notice to Landlord.
6. Use of Premises. The Premises shall be used by Tenant (and third parties authorized by
Tenant to use the Premises) for professional food product development and testing facilities, including
cooking, cooking classes, private events, bottling of products, and other commercial kitchen uses,
including classes pertaining to sanitation, and for office space for Tenant’s business. Landlord
acknowledges and agrees that, pursuant to Tenant’s franchise business and franchise agreement with
Tenant’s franchisor, Your Pro Kitchen Franchise, LLC (“Franchisor”), Tenant shall regularly enter into
agreements with third parties for the use of the Premises. Such agreements, whether referred to as a
lease, license, right to use, or any other name, shall not be considered a sublease, assignment, transfer,
mortgage, pledge, encumbrance upon or disposition of this Lease. Landlord specifically agrees that
Tenant’s use of the Premises (including use by third parties authorized by Tenant to use the Premises)
pursuant to its franchise business and franchise agreement with Franchisor is permitted under this Lease.
7. Assignment/Subletting. The Landlord shall have the right to assign this Lease to any
person or entity. The Tenant shall have the right to assign this Lease, or sublet the Premises, or any part
thereof, to any person or entity, upon the written approval of Landlord, which approval shall not be
unreasonably withheld, denied, or delayed. Notwithstanding anything contained in this Lease to the
contrary, Landlord agrees that the Lease and the right, title and interest of the Tenant and any subsequent
or successor Tenant thereunder, may be assigned to Franchisor or to an approved franchisee of
Franchisor, without Landlord’s consent, provided Landlord receives notice of such assignment. U pon
such assignment, Tenant shall no longer have any obligations under the Lease. In the event of such an
assignment, Landlord will not require payment of an additional security deposit or any increase in Rent
or other fees.
8. Operating Expenses and Utilities.
(a) In addition to Rent each month, Tenant shall pay Tenant’s proportionate share of the
operating expenses of the Premises, Building and Land (collectively, the “CAM Expense”), including,
without limitation, all taxes and assessments against the Land, Building and Premises, which are assessed
by any lawful authority against the Land, Building, and Premises; casualty and general liability insurance
10
premiums for the Building and Land (but not for the contents of the Premises, which shall be Tena nt’s
cost); water, sewer, electrical and other utility charges for the Premises, Building and Land; service and
other charges incurred in the operation and maintenance of the Building and Land common areas,
including the heating, ventilation and air-conditioning system; cleaning and other janitorial services;
costs of all tools, supplies and materials; costs of repair and general maintenance of the Building and
Land; landscape maintenance costs; security services; data processing services for the operation of the
Building and Land; costs of alarm services, fire protection, sprinklers and window cleaning; maintenance
and operation of parking facilities; license, permit and inspection fees; trash removal; and, in general, all
other reasonable costs and expenses that would generally be regarded as commercially reasonable
operating and maintenance costs and expenses.
(b)Notwithstanding the foregoing, CAM Expenses will not include any of the following: (i)
cost of capital improvements or capital repairs, unless such costs are amortized over the reasonably
anticipated useful life of such improvements, repairs, equipment or tools, provided that other items that
may be otherwise categorized as capital expenditures but which in the real estate industry are customarily
considered maintenance and repair items and not amortized, such as painting of any common areas of the
Building, and parking area repaving or restriping, may be charged in the year in which the expenses were
incurred (ii) cost of roof repairs, (iii ) cost associated with repairing design or construction defects to the
Building, Premises or leasehold improvements thereto, (iv) cost of improvements, repairs, or
replacements covered by insurance or reimbursed by third parties, (v) repairs or other work (including
rebuilding) occasioned by casualty or condemnation, (vi) cost of constructing leasehold improvements
for any other tenant of the Building, (vii) legal or brokerage fees and other costs of procuring tenants
associated with any lease for space in the Building, (viii) cost of advertising, (ix) so-called
“administrative charges”, overhead or other add-ons to the total of CAM Expenses, which in the
aggregate, exceed ten percent (10%) of the total CAM Expenses, (x) principal or interest on debt or
amortization payments on any mortgages or deeds of trust or any other debt for borrowed money and
amortization of improvements, (xi) depreciation of Landlord’s original investment in the Building, (xii)
costs and expenses of enforcing leases against other tenants, (xiii) expenses related to vacant leasable
space, including utility costs, security and renovation, (xiv) the costs and expenses related to
investigation of, testing for, removal and/or cleanup of Hazardous Materials (defined below), (xv) the
purchase of art work, sculptures, seasonal decorations or other similar purchases, or (xvi) interest, late
charges, and penalties on any charges payable by Landlord which are included in CAM Expenses.
(c) Tenant’s proportionate share of CAM Expenses means the proportion that the Premises area
(approximately _______ square feet) shall bear to the Building’s gross leasable area, but only to the
extent developed and constructed.
(d)Tenant shall contract directly with public utility providers for all utilities which are
separately metered to the Premises and shall pay such utility providers directly and promptly when due.
If any utility is not separately metered to the Premises, the cost of such utility consumed on the Premises
shall be paid by Tenant as a part of CAM Expenses based on Tenant’s pro-rata share.
9. Alterations/Signage. Except for non-structural alterations to the interior of the Premises
and Tenant’s Work, Tenant shall not make any alterations, or additions or leasehold improvements to the
Premises following the Completion Date (“Alterations”) without Landlord’s prior written consent, such
consent to be granted or denied in Landlord’s reasonable discretion. All Alterations shall become part of
the Premises and shall be surrendered with the Premises at the termination of this Lease (except fixtures
which shall be readily removable without injury to the Premises, store and office furniture, and all
kitchen equipment, except the hood and sinks). Tenant shall be allowed to install Building signage on
11
the front door at Tenant’s expense and on the Building fascia, so long as said signage is presented for
Landlord approval, which will not be unreasonably withheld, conditioned or delayed subject to
compliance with the Treasure Coast Research Park Design Review Standards Manual. Landlord will
have ten (10) days to approve said signage and Landlord’s failure to timely respond shall be deemed
disapproval. Tenant shall be permitted to display the Marks (defined below), subject only to the
provisions of applicable law. Landlord hereby acknowledges and agrees that it does not have and shall
not have the right to use any signs or other goods or materials containing any trade names and/or
trademarks owned by Tenant or Franchisor (including the Marks), either during the Term or after the
expiration or earlier termination hereof. Notwithstanding anything contained in this Lease to the
contrary, upon the termination or earlier expiration of this Lease, Tenant and/or Franchisor shall be
permitted to enter the Premises and remove any and all interior and exterior signs, additions or fixtures
containing the Marks (defined below) and trade fixtures. In the event Tenant and/or Franchisor remove
such signs, Tenant and/or Franchisor shall do so with all due diligence, at its sole cost and expense, and
shall repair any damage to the Premises caused by such removal, including any required closure of all
penetrations to the Building fascia and re-painting.
10. Environmental.
(a)Landlord’s Obligations. During the Term, Landlord will not use, generate, place, store,
release, or otherwise dispose of, nor permit the use, generation, placing, storage, release, or disposal of
Hazardous Materials (defined below) in the Premises, Building or on the Land, except in strict
accordance with all Environmental Laws. If during the Term, Hazardous Materials are discovered in any
portion of the Building, Land or the Premises and if required by applicable law, Landlord will undertake
or cause to be undertaken remediation or removal of the Hazardous Materials in accordance with all
Environmental Laws (defined below) and, to the extent Tenant’s business is interrupted during the
remediation or removal and Tenant closes and ceases to do business at the Premises, Tenant’s rent will
be abated. To the extent permitted by law, Landlord shall defend, indemnify and hold Tenant and
Tenant’s partners, shareholders, officers, employees, agents, contractors, sublessees, assignees,
concessionaires, customers and invitees harmless against any liability, loss, cost or expense, including
reasonable attorneys’ fees and costs (whether or not legal action has been instituted) at investigative, trial
and appellate levels incurred by reason of any failure by Landlord to comply with any Environmental
Laws now or hereafter in effect.
(b)Tenant’s Obligations. During the Term, Tenant will not use, generate, place, store,
discharge, deposit, release or otherwise dispose of Hazardous Materials in the Premises or Building,
except in strict accordance with all Environmental Laws. Tenant shall defend, indemnify and hold
Landlord harmless against any liability, loss, cost or expense, including reasonable attorneys' fees and
costs (whether or not legal action has been instituted) at investigative, trial and appe llate levels incurred
by reason of any failure by Tenant to comply with any Environmental Laws now or hereafter in effect.
(c) Hazardous Materials Defined. The term “Hazardous Materials” as used herein means
any substance (i) the presence of which requires special handling, storage, investigation, notification,
monitoring, or remediation under any Environmental Law, (ii) which is toxic, explosive, corrosive,
erosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous, (iii) which
is or becomes regulated by any governmental authority, or (iv) the presence of which causes or threatens
to cause a nuisance to the Building or Premises or to adjacent properties or premises.
(d) Environmental Laws Defined. The term “Environmental Laws” refers to all federal,
state or local statute, law, ordinance, code, rule, regulation, order or decree relating to (i) emissions,
12
discharges, spills, releases or threatened releases of Hazardous Materials onto land or into ambient air,
surface water, groundwater, watercourses, publicly or privately owned treatment works, drains, sewer
systems, wetlands, or septic systems, (ii) the use, treatment, storage, disposal, handling, manufacturing,
transportation, or shipment of Hazardous Materials, or (iii) the protection of human health or the
environment.
(e) Survival. The provisions of this Section 10 will survive the expiration or earlier
termination of this Lease.
11. Damage to Premises by Fire or Casualty.
(a) In the event that the Premises is totally destroyed or so damaged by fire or other
casualty, and in the reasonable judgment of Landlord and Tenant, the same cannot be repaired or
restored within one hundred eighty (180) days, then Landlord or Tenant may terminate this Lease by
written notice to the other party within twenty (20) days after the casualty, and the Rent and CAM
Expense shall abate as of the date of casualty for the balance of the Term. If Landlord or Tenant do not
exercise said termination right within the twenty (20) day time period, then Landlord shall promptly and
diligently pursue the repair and restoration of the Premises (which shall be completed within one
hundred and eighty (180) days of the casualty) and Rent and CAM Expenses shall be abated until the
Premises has been repaired to substantially the same condition as existing prior to the casualty.
(b) If the damage caused as above is only partial and such that the Premises, in
Landlord and Tenant’s reasonable judgment, can be restored within the time period and und er the
conditions as provided in Subparagraph 11 (a) above, Landlord shall restore the same (excluding fixtures
and improvements owned by Tenant) with reasonable promptness, to be completed within one hundred
and eighty (180) days of the casualty. Rent shall abate in such proportion as the Premises have been
damaged until the Premises have been repaired to substantially the same condition as existing prior to the
casualty.
12. Eminent Domain.
(a) Taking. If by any lawful authority through condemnation or under the power of
eminent domain: (i) the whole of the Premises shall be permanently taken; (ii) less than the entire
Premises shall be permanently taken, but the remainder of the Premises, are not, in Tenant’s sole
judgment, fit for Tenant to carry on its business therein; (ii) Tenant determines, in its sole judgment, that
after such taking adequate parking space will not be available near the Premises; (iv) there is any
substantial impairment of ingress or egress from or to or visibility of the Premises; or (v) all or any
portion of the common areas shall be taken resulting in a material interference with the operations of or
access to Tenant’s business, then in any such event, Tenant may terminate this Lease, effective as of the
date of such taking, and the Rent, CAM Expense and other sums paid or payable hereunder shall be
prorated as of the date of such termination.
(b) Rent Adjustment. Unless this Lease is terminated as above provided,
commencing with the date possession is acquired by the condemning authority the Rent, CAM Expense
and other sums payable hereunder shall be reduced by the then applicable per square foot Rent and CAM
Expense as by the number of square feet taken and Landlord shall restore the Premises, at Landlord’s
cost and expense to a complete architectural unit. During such restoration the Rent and CAM Expense
shall be abated to the extent the Premises are rendered untenantable.
13
(c) Awards. All compensation awarded or paid in any such eminent domain
proceeding shall belong to and be the property of Landlord without any participation by Tenant, except
that nothing contained herein shall preclude Tenant from prosecuting any claim directly against the
condemning authority in such eminent domain proceeding for its relocation costs, its unamortized
leasehold improvements and trade fixtures, loss of business and the like.
13. Right of Entry by Landlord. Landlord, or any of its agents, shall have the right to enter
said Premises during all reasonable hours and upon at least twenty-four (24) hours prior notice (except in
cases of emergency), to perform its obligations under this Lease, examine the same or to exhibit said
Premises. Landlord and Tenant agree that Franchisor shall be permitted to enter the Premises to make
any modifications or alterations necessary in Franchisor’s sole discretion to protect the Franchisor’s
standards, methods, procedures and specifications (the “System”) and Franchisor’s trade names,
trademarks or logos (the “Marks”) without being guilty of trespass, or other tort or other crime.
14. Indemnity. Tenant agrees to indemnify, defend and hold Landlord and Landlord’s
employees harmless from and against any and all claims, actions, damages, liabilities, and expenses:
(i)arising from or out of the occupancy or use by Tenant of the Premises or any part thereof or
(ii)occasioned by any act or omission of Tenant or Tenant’s employees, agents, contractors, sublessees,
or concessionaires, excepting, however, in each case, any claims arising out of the gross negligence or
willful misconduct of Landlord or Landlord’s employees, agents or contractors. Subject to the monetary
limitations set forth in Section 768.28, Florida Statutes, Landlord agrees to indemnify, defend and hold
Tenant and Tenant’s shareholders, officers, partners, employees, sublessees, and concessionaires
harmless from and against any and all claims, actions, damages, liabilities, and expenses occasioned by
any gross negligence or willful misconduct of Landlord or Landlord’s employees, agents or contractors,
excepting, however, in each case, any claims arising out of the gross negligence or willful misconduct of
Tenant or Tenant’s employees, agents, contractors, sublessees, or concessionaires. The indemnity
obligations set forth in this Section 14 shall survive the expiration of the term of this Lease.
15. Tenant Default and Landlord Remedies.
(a) Tenant Default. Each of the following events will be deemed to be an event of
default by Tenant under this Lease (“Event of Default”): (i) failure by Tenant to pay Rent, CAM Expense
or any other monetary sum due hereunder if such failure continued for ten (10) days following written
notice from Landlord specifying such default; or (ii) failure by Tenant to perform or observe any other
provision of this Lease and if such failure is not cured within thirty (30) days following written notice
from Landlord specifying such default (provided, however, that if such default reasonably requires more
than thirty (30) days to cure, Tenant shall have a reasonable time to cure such default, provided Tenant
commences to cure within such thirty (30) day period and thereafter diligently prosecutes such cure to
completion).
(b) Landlord Remedies for Tenant Default. Upon the occurrence of an Event of
Default by Tenant, provided Tenant does not cure said default within the period of time allowed for cure
as set forth above, Landlord may exercise any and all remedies available at law or in equity and, without
limitation, shall have the option to do and perform any one or more of the following remedies: (i) to
terminate this Lease, which termination shall be effective on the date specified in Landlord’s notice to
Tenant (but not less than ten (10) days after the date of such notice), and following receipt of such notice,
Tenant shall vacate the Premises on or before the effective date thereof, failing which, Landlord may
institute dispossessory proceedings, (ii) terminate Tenant’s right to possession without terminating this
Lease, which termination shall be effective on the date specified in Landlord’s notice to Tenant (but not
less than ten (10) days after the date of such notice); provided, however, any termination only of Tenant’s
14
right to possession of the Premises will not relieve Tenant of Tenant’s obligation to pay the Rent and
other charges under this Lease on the days originally set forth in this Lease for payment, without
acceleration, or (iii) cure the Event of Default on behalf of Tenant. If Landlord at any time, by reason of
Tenant’s default, pays any sum or does any act that requires the payment of any sum, the sum paid by
Landlord shall be due immediately from Tenant to Landlord at the time the sum is paid, and if paid at a
later date shall bear interest at the maximum rate permitted by law from the date the sum is paid by
Landlord until Landlord is reimbursed by Tenant. The sum, together with interest thereon, shall be
deemed additional rent.
(c) Notwithstanding anything contained herein seemingly to the contrary, Landlord
shall give written notice to Tenant, Attn: Brad Pickering, 6152 126th Avenue, Suite 503, Largo, Florida
33773 (concurrently with the giving of such notice to Tenant), of any default by Tenant under the Lease,
and Franchisor shall have, after the expiration of the period during which the Tenant may cure such
default, an additional fifteen (15) days to cure, at its sole option, such breach. Franchisor, or its nominee,
shall have the right, but not the obligation, to take possession of the Premises and succeed to Tenant’s
rights upon Tenant’s default by taking an assignment of Tenant’s interest under this Lease, and Landlord
agrees that during all times prior to an assignment of the Lease to Franchisor (or its nominee), Tenant
shall be solely responsible for all obligations, debts and payments under the Lease incurred prior to or
during such possession and prior to such assignment.
16. Default by Landlord and Tenant’s Remedies. In the event of any default by Landlord,
Tenant will give Landlord written notice specifying such default, and Landlord shall have a period of
thirty (30) days following the date of such notice in which to cure the default (provided, however, that if
such default reasonably requires more than thirty (30) days to cure, Landlord shall have a reasonable time
to cure such default, provided Landlord commences to cure within such thirty (30) day period and
thereafter diligently prosecutes such cure to completion). Upon the occurrence of any event of default by
Landlord, provided Landlord does not cure said default within the period of time allowed for cure as set
forth above, Tenant may exercise any and all remedies available at law or in equity, including, without
limitation, any one or more of the following remedies:
(a) to itself perform, or cause to be performed, the covenant, performance or condition required
to be kept, observed or performed by Landlord and which is in default; in which event Landlord shall
reimburse Tenant, within thirty (30) days after approval of a written notice requesting same, for Tenant’s
reasonable costs and expenses actually incurred in doing so, which approval shall not be unreasonably
withheld. In the event Landlord fails to reimburse Tenant within such time period, Tenant shall have the
right to offset such amount against Rent otherwise due hereunder; and/or
(a) (b) by written notice to Landlord, to terminate this Lease, which termination shall be effective
not less than thirty (30) days after the date of such notice, and, in such event, upon the effective date of such
notice Tenant shall vacate the Premises as if such date were the date of expiration of the then current Term
of this Lease as originally provided for herein.
17. Insurance.
(a)Landlord’s Insurance. Landlord will provide to Tenant proof of such self
insurance upon request.
(b)Tenant’s Insurance. Tenant covenants and agrees to keep Tenant’s improvements
and Tenant’s contents in the Premises insured for the insurable value against loss by fire and casualty,
15
under an all risk policy with extended coverage endorsements. In addition thereto, Tenant shall obtain
and keep in force with respect to the Premises comprehensive general liability insurance in a minimum
amount of One Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No/100
Dollars ($2,000,000.00) in the aggregate for both bodily injury and property damage. Such insurance
policy will name Landlord as an additional insured. The insurance required hereby shall be written by a
company authorized to do business in Florida. Tenant will provide to Landlord a certificate from
Tenant’s insurer evidencing the coverage required under this Lease.
(c) Notwithstanding Subparagraphs 11(a) and (b) above, in the event Tenant is
determined to be responsible for damage to the Premises, the Building or the Land by fire or other
casualty due to Tenant’s negligence or willful misconduct, then Tenant shall reimburse Landlord for all
costs and expenses incurred by Landlord to repair or replace the Premises, the Building or the Land (but
only to the extent such amounts are not covered, or should have been covered but were not, under any
insurance required to be carried hereunder) and such amounts shall be deemed additional rent. Provided,
Tenant’s obligation under this Paragraph to reimburse the Landlord for the costs and expenses incurred
by Landlord to repair or replace the roof to the Premises or Building shall be limited to the cash value of
the roof at the time of the fire or other casualty.
18. Repairs and Maintenance.
(a)Landlord’s Maintenance Responsibilities. Landlord shall timely maintain in
good condition and repair the common areas of the Building and the Land. Landlord shall maintain and
keep in good order and repair and make any necessary replacements to the roof, roof membrane, roof
covering, concrete slab, footings, foundation, structural components, exterior walls, parking areas,
exterior doors and windows, flooring (except for floor covering), exterior plumbing, heating, ventilation,
cooling and electrical systems of the Building.
(b)Tenant’s Maintenance Responsibilities. Except for Landlord’s obligations set
forth above, Tenant shall keep the interior, non-structural portions of the Premises, all HVAC systems
exclusively servicing the Premises, and the non-structural elements of all doors and entrances of the
Premises in the same condition, order and repair as they are at the commencement of said Term and shall
deliver same to Landlord at the termination of this Lease in good order and condition, normal wear and
tear excepted.
19. Brokers. Landlord and Tenant each represent to the other that it has had no dealings
with any real estate broker or agent in connection with the negotiation of this Lease. Tenant and Landlord
hereby warrant and represent to each other that no broker or agent is or will be owed a fee or commission
with respect to this Lease as a result of the act or omission of the indemnifying party or any affiliate
thereof, and each agrees that it will indemnify, defend and hold the other and its affiliates harmless from
and against all causes of action, claims and demands for such a fee or commission arising out of the act
or omission of the indemnifying party or any affiliate thereof.
20. Parking. Tenant shall be entitled to the use of the parking area in common with other
tenants of the Building. Landlord will use Landlord’s best efforts to prevent unauthorized use of the
parking areas by parties other than tenants of the Building and their customers, invitees and employees.
21.Mechanic’s Liens Prohibited. Tenant shall not suffer any mechanic’s lien to be filed
against the Premises by reason of work, labor, services or materials performed or furnished to Tenant or
anyone holding the Premises, or any part hereof, through or under Tenant. If any such mechanic’s lien or
any notice of intention to file a mechanic’s lien shall at any time be filed against the Premises, Tenant
16
shall at Tenant’s cost, within thirty (30) days after knowledge or notice of the filing of any mechanic’s
lien cause the same to be removed or discharged of record by payment, bond, order of a court of
competent jurisdiction, or otherwise. Tenant shall not be liable for any mechanic’s liens for work done
by or on behalf of Landlord at Landlord’s expense.
22. Compliance with Laws. Both parties hereby agree to comply with all applicable federal,
state and local laws, ordinances, rules and regulations (“Laws”) throughout the Term of the Lease.
23. EDA Grant. Both parties hereby agree to comply with all applicable terms and
conditions of the grant from the Economic Development Administration (“EDA”) to St. Lucie County for
the Sunshine Kitchen (Investment No. 04-01-07042). The parties acknowledge and agree that the
EDA is not liable and shall not assume any liability under this Agreement as the result of such
grant.
24. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated
in a building in sufficient quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in buildings in Florida.
Additional information regarding radon and radon testing may be obtained from the Polk County Health
Department.
25. Late Payment. In the event that any payment of Rent, CAM Expense, additional rent or
any other charge required to be paid by Tenant under the provisions of this Lease, shall not be paid
within ten (10) days of the due date, Tenant shall pay to Landlord a late charge of five (5%) percent of
such past due payment; and such late charge shall be deemed “Rent” for all purposes under this Lease.
26. Notices. All notices, demands and requests which may be or are required to be given by
either party to the other shall be in writing and shall be either (i) sent by registered or certified mail,
return receipt requested, postage prepaid or (ii) delivered, by hand, or (iii) sent by a nationally recognized
overnight courier such as Federal Express or UPS, to the following addresses, or at such other place as
the parties may from time to time designate in written notice to the other party.
Landlord: With copy to:
TCERDA Executive Director St. Lucie County Attorney
XXX Rock Road 2300 Virginia Avenue
Fort Pierce, Florida 34982 Administration Annex
Fort Pierce, Florida 34982
Tenant: With copy to:
XX Your Pro Kitchen, LLC
XX Attn: Cindy Pickering
XX XX
XX
All notices, demands and requests which shall be served upon Landlord and Tenant in the manner
aforesaid shall be deemed sufficiently served or given for all purposes hereunder.
27. Estoppel Certificate. Tenant agrees at any time and from time to time upon receipt of
twenty (20) days prior written request from Landlord, to acknowledge and deliver to Landlord an
17
estoppel certificate certifying that (a) this Lease is unmodified and in full force and effect (or if there
have been modifications that the same is in full force and effect as modified and stating the
modifications), (b) the dates to which the Rent and other charges have been paid in advance, if any, and
(c) all of the defaults of Landlord or Tenant hereunder, if any, (and if there are no defaults a statement to
that effect) and any other information reasonably requested, it being intended that any such estoppel
certificate delivered pursuant to this Section 28 may be relied upon by any prospective purchaser of the
Building or any mortgagee or assignee of any mortgage upon the Building.
29. Holding Over. Should Tenant continue to occupy the Premises after cancellation or
forfeiture of this Lease in accordance with its terms, such tenancy (“Holdover”) shall (without limitation
on any Landlord’s rights or remedies therefore) be one at sufferance from month to month at a minimum
monthly rent equal to one hundred twenty five percent (125%) of the Rent payable for the last month
prior to the Holdover together with CAM Expense.
30. Binding Effect. All covenants, agreements, stipulations, provisions, conditions and
obligations herein expressed and set forth shall extend to, bind and inure to the benefit of, as the case
may require, the successors and assigns of Landlord and Tenant respectively, as fully as if such words
were written wherever reference to Landlord or Tenant occurs in this Lease
31. Complete Agreement. Any stipulations, representations, promises or agreements, oral or
written, made prior to or contemporaneously with this agreement shall have no legal or equitable
consequences and the only agreement made and binding upon the parties with respect to the leasing of
the Premises is contained herein, and it is the complete and total integration of the intent and
understanding of Landlord and Tenant with respect to the leasing of the Premises.
32. Severability. If any term, covenant or condition of this Lease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Lease, or the application of such term, covenant or condition to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or
condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.
33. Applicable Law. The laws of Florida shall govern the validity, performance and
enforcement of this Lease, without regard to Florida’s conflict-of-law principles.
34. Force Majeure. Whenever a day is appointed herein on which, or a period of time is
appointed within which, either party hereto is required to do or complete any act, matter or thing, the
time for the doing or completion thereof shall be extended by a period of time equal to the number of
days on or during which such party is prevented from, or is interfered with, the doing or completion of
such act, matter or thing because of strikes, lock-outs, embargoes, unavailability of labor or materials,
wars, insurrections, rebellions, civil disorder, declaration of national emergencies, acts of God, or other
causes beyond such party’s reasonable control.
35. Amendment. This Lease and the exhibits attached hereto and forming a part hereof set
forth all the covenants, promises, agreements, conditions and understandings between Landlord and
Tenant concerning the Premises, and there are no covenants, promises, agreements, conditions or
understandings, either oral or written, between them that are not herein set forth. Except as herein
otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be
binding upon Landlord or Tenant unless reduced to writing and signed by them. Further, no amendment
to this Lease shall be valid which affects Sections 5, 7, 9, 13, 15(d), 27, or 35 without the prior written
18
consent of Franchisor, not to be unreasonably withheld. No surrender of the Premises, or of the
remainder of the Lease Term, shall be valid unless accepted by Landlord in writing.
36. Counterparts. This Lease may be executed in any number of counterparts via facsimile
or electronic transmission or otherwise, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
37. Public Records. The Tenant shall allow public access to all documents, papers,
letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received
by it in conjunction with this Contract. Specifically, the Tenant shall:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
the Landlord in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions that
the Landlord would provide the records and at a cost that does not exceed the cost
provided in state law or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the
Landlord all public records in possession of the Specialist upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to the Landlord in a format that is compatible with the information
technology system of the Landlord.
IF THE TENANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE TENANT’S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, THE
TENANT SHOULD CONTACT THE LANDLORD’S CUSTODIAN OF
PUBLIC RECORDS AS FOLLOWS:
COUNTY ATTORNEY’S OFFICE
2300 VIRGINIA AVENUE
FORT PIERCE, FL 34982.
(772) 462-1441
BellamyS@stlucieco.org
19
IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as a
sealed instrument, effective as of the day and year first above written.
LANDLORD:
TREASURE EDUCATION, RESEARCH
AND DEVELOPMENT AUTHORITU
Witness:
By:________________
Print Name: Name: ________
Title:
Date:
Print Name:
TENANT:
Witness: YOUR PRO KITCHEN LLC D/B/A
YOUR PRO KITCHEN SUNSHINE
KITCHEN
By:
Print Name: Name:
Title:
Date:
Print Name:
20
EXHIBIT A
LEGAL DESCRIPTION OF LAND
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
Moran, Stahl & Boyer ‐ FL, LLC Contract for Treasure Coast Research Park
CONSULTING TEAM GENERAL INFORMATION
Clients: St. Lucie County
Scope of Service: Facilitate the Development of a Strategy and Plan to Attract
Ag /Food‐Related Businesses to the Treasure Coast Research
Park
Lead Consulting Firm:Moran, Stahl & Boyer‐FL, LLC (MS&B)
Registration: A registered Florida LLC in good standing
Mailing Address: 8374 Market Street ‐ #422
Lakewood Ranch, FL 34202
Project Team Contact:John M. Rhodes
Title: Senior Principal
Business Phone:
Cell Phone:
941.213.9001
678.429.4023
E‐mail: john.rhodes@msbconsulting.com
39
Moran, Stahl & Boyer ‐ FL, LLC Contract for Treasure Coast Research Park
SCOPE OF WORK
In the role as facilitator, MS&B will engage in a three‐task approach as outlined below. The ultimate
outcome is a well‐defined strategy and plan to move the Treasure Coast Research Park (TCRP) forward
along with metrics to monitor its progress.
Task One – The initial task is to refine/revise/expand the vision for the utilization of the TCRP by bringing
together all interested stakeholders for a one‐day session. The stakeholders include:
•St. Lucie County representatives
•St. Lucie EDC
•Selected Board Members of the TCRP
•Indian River Community College
•University of Florida representative
•USDA representative
•Local food processors (representatives)
•Head of the Fort Pierce Farmers’ Market
•Real estate development community
•Food kitchen operator (Sunshine Kitchen)
•Agricultural community (representatives)
•Other representatives
MS&B will provide introduction to the discussion and offer benchmarking of similar business parks.
The group will craft a new vision for the TCRP through the evaluation of the following options:
•Ag research that supports area agricultural activities (on‐going . . . what else could be done?)
•Product and process development for area crops and food/beverage companies
•Commercial kitchen for emerging food processors of prepared and packaged food (under
construction . . . define the five‐year expectations)
•Flex manufacturing space for expanding ag/food/beverage processing companies (requires a
developer acquiring land and constructing a building)
•Stand‐alone lots/buildings for established/expanding ag/food/beverage processing companies
(Requires the ability to sell land rather than lease).
Once the vision is solidified, the next step is to:
Task Two – Develop a plan that achieves the vision with a five‐year horizon (it will take longer than five
years to build out the park)
•Define the overall strategy and related polices required to move the TCRP forward.
•Define specific challenges that will/may be encountered and propose resolutions.
•Develop action plan (with tasks, responsible parties, schedule for completion and estimated costs)
that will be required to move the TCRP to a viable tipping point (a point where there is enough
momentum that it moves forward at a steady pace).
•Develop a series of metrics to measure progress throughout the development and marketing
activities.
Task Three – Provide on‐going support to the effort through periodic meetings and updates.
40
Moran, Stahl & Boyer ‐ FL, LLC Contract for Treasure Coast Research Park
PROJECT SCHEDULE AND COST SUMMARY
Description of Task Cost Timing Comments
1 Facilitate Vision Discussion $2,800 Spring 2018
2 Develop Strategy and Plan $8,500 June 2018
3 Support Implementation of Plan $2,500/Mtg. On‐Going
TERMS AND CONDITIONS
1.Scope of Agreement: This Agreement and the detailed scope of tasks defined in the contract between MS&B
and St. Lucie County (the client) contain the entire understanding and all the terms between the parties with
respect to the matters contained herein, and supersedes any prior oral or written understanding. Any changes
to the Agreement must be in writing and signed by both parties represented in the Agreement.
2.Termination of Agreement: MS&B or the client can terminate this Agreement upon giving 15 days’ prior written
notice to the respective parties. Fees and related expenses will be prorated for any services that have been
completed. In addition, either party can terminate this Agreement immediately upon giving written notice to
the other party of the breaching party’s material breach of the Agreement, provided that the terminating party
has first given the breaching party written notice of the breach 10 days to cure the breach and the breaching
party has not cured the breach within the 10‐day period.
3.Assignment: The client agrees not to assign or otherwise transfer its rights or delegate its obligations under this
Agreement without the prior written consent of the client. No such assignment or delegation by either party
will relieve it of its obligations or duties under this Agreement.
4.Choice of Law: This Agreement will be construed according to and governed by the laws of the State of Florida.
5.Payment to MS&B: MS&B will issue an invoice at the end of each Phase on a net 30‐day term basis. After 60
days, MS&B will charge 5% interest on the outstanding receivable amount on a monthly basis.
If work scope and terms are acceptable, please acknowledge by signing the Agreement in the space
below and send an original to:
John M. Rhodes
Moran, Stahl & Boyer‐Florida, LLC
8374 Market Street – 422
Lakewood Ranch, FL 34202
Moran, Stahl & Boyer‐Florida, LLC
Name: John M. Rhodes_______________
Signature: _________________________
Title: Senior Principal_________________
Date: February 7, 2018________________
St. Lucie County
Name: _____________________________
Signature: __________________________
Title: ______________________________
Date:_______________________________
41