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Treasure Coast Education, Research and Development Authority
Board of Directors
TCERDA Meeting Agenda
July 27, 2017
3:OOPM - 4:30PM
OF IRREC, 2199 S. Rock Road, Fort Pierce, FL 34945
A. Welcome Members and Guests
B. Call to Order - Mike Adams, Chair
C. Meeting Minutes of March 27, 2017
D. Treasurer's Report - Pat Murphy
E. Legal Update - Heather Young
F. TCERDA Chair Update — Mike Adams
a. Farm2Fly wrap-up and future project
b. Sunshine Kitchen update
c. Sunshine Kitchen equipment grant — agenda item 4532 for August 1, 2017 BOCC meeting
d. Realtors meeting
e. Joint meeting in September 2017
G. Old Business
a. OF MOU 60 acres
H. New Business
I. Announcements
a. Thank you TCERDA Board Service Recognition
Erik Melville and Jose Farinos
J. Adjournment
PLEASE TURNOFF ALL CELL PHONES ANDPAGERSPRIOR 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 least
forty-eight (48) hours prior to the meeting.
\% 4
TCERDA
Treasure Coast Education, Research and Development Authority
TCERDA Board of Directors
Minutes of Meeting
March 27, 2017
Convened: 3:07 p.m.
Adjourned: 4:19 p.m.
The meeting of the Treasure Coast Education, Research and Development Authority (TCERDA) was held on
Monday, March 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
MEMBERS ABSENT:
Jane Bachelor
Erik Melville
Jose Farinos
Peter Stoffella
ALSO PRESENT:
Ben DeVries, Executive Director, Treasure Coast Research Park
Heather Young, Assistant County Attorney
Mark Satterlee, Deputy County Administrator
Michael Jacquin, Jacquin & Sons
TCERDA LIAISONS:
Tod Mowery, St. Lucie County Commissioner (present)
Jeremiah Johnson, City of Fort Pierce Commissioner (present)
John Carvelli, City of Port St. Lucie Councilman (absent)
A. CALL TO ORDER
Mr. Adams called the meeting to order at 3:27 p.m. Since Jose Farinos announced his resignation at the January
19, 2017 TCERDA Board meeting, the total number of active board members is currently seven. Pending review
of TCERDA by-laws by counsel, it appeared that a quorum was present and official business was conducted.
B. WELCOME AND INTRODUCTIONS/ PUBLIC COMMENT
Mr. Adams welcomed the Board members and guests. Mike Jacquin introduced himself and discussed the
beginning stages of project construction awaiting final "Notice to Proceed" from St. Lucie County. After getting
the approval to move forward, Jacquin & Sons Construction is ready to apply for the permits. Once the Bid is
approved, the building will be value engineered and a change order issued, if possible, to reduce amount of the
building. Mr. DeVries inquired about the process of securing a bond. Mr. Jacquin reviewed the DRAFT contract
and bond provided by County Purchasing. He asked that the word 'DRAFT' be removed by County legal. Mr.
Jacquin stated they can move forward and meet the deadline with the approval. They will take the document to
the St Lucie County Clerk of Courts to be recorded when finalized if needed.
C. LEGAL UPDATE and CONTRACTS - Heather Young
Attorney Young has been in several meeting and conference calls regarding financing the Sunshine Kitchen Food
Business Incubator. Attorney Young has been in communication with St Lucie County Bond Counsel, Economic
Development Administration (EDA) project manager Asa Williams, and David Todd, EDA Counsel. Counsel Todd
will review and approve the lease for Your Pro Kitchen lease after EDA staff has reviewed the financial items.
Counsel Todd requested information be provided to the lender stating that the EDA grant takes precedent over
all loan and lease documents including the Your Pro Kitchen sublease. Mr. DeVries sent Your Pro Kitchen an email
to that effect and will have a conference call with them tomorrow afternoon. Attorney Young requested
information from the Florida Community Loan Fund (FCLF) and is waiting to hear back from them. Mr. Adams
asked the Board if they had any questions for Attorney Young.
D. Special Agenda Items
Your Pro Kitchen Franchise Lease - Mr. Adams stated the information on Your Pro Kitchen lease is in the agenda
packet. TCERDA has received a Your Pro Kitchen lease signed by the Owner, Cindy Pickering. The rent commitment
is $34,000.00 triple net annually for five years. Your Pro Kitchen will occupy 40% of the building. Mr. Adams wanted
to know if TCERDA could sign the Your Pro Kitchen Lease. Attorney Young recommended the TCERDA Board to
give consensus to approve the lease with those present with revisions based on EDA review since there is a
question regarding quorum. If required, the lease can be approved at a subsequent meeting with the Board
members per EDA approval after their review. The lease has been drafted with EDA in mind so hopefully there
will not be many things they need to adjust. Your Pro Kitchen has agreed to manage the commercial kitchens, pay
rent, and provide the equipment for the kitchen. Mr. DeVries stated this was another advantage for the 4,000
square feet. Mr. Adams stated. 'This is more than TCERDA envisioned in the beginning'. Mr. Adams requested a
consensus to approve. There was a motion to approve by Pat (Hoyt) Murphy, seconded by Kathleen McGinn. The
motion carried by affirmation.
TCERDA Master Lease - Mr. DeVries stated that TCERDA will master lease the entire building for twenty years for
a one-time rent payment of $100.00. TCERDA's master lease will be the basis for the loan from Florida Community
Loan Fund. Mr. DeVries stated that St. Lucie County currently owns the land under the building. TCERDA will
vacate their ground lease under the building, so that the County has complete ground lease and fee simple
ownership of the land. St. Lucie County will get the EDA grant and up to $650,000 of TCERDA loan proceeds to
pay for building and leasehold construction. Your Pro Kitchen and other tenants would be sub-leasees of TCERDA
whether TCERDA borrows the money from the St Lucie County general fund or the Florida Community Loan Fund.
The master lease will be the security for a leasehold loan that is secured solely by net revenues of the building
subtenants. At the end of the 20-year lease, St Lucie County gets the land and the unleased building with all
improvements. Attorney Young stated, the master lease and leasehold loan must be approved by EDA. Attorney
Young stated this lease hasn't been drafted yet, and if it's the consensus of the TCERDA Board present and
approved by St Lucie County BOCC, she would draft the lease tomorrow. Mr. DeVries stated the Master Lease
would be identical to the Your Pro Kitchen Lease except for the payments. Mr. Adams requested a motion to
approve the Master Lease as outlined. There was a motion to approve the Master Lease by Mr. Pat Murphy, and
seconded by Mr. Kevin Heinicka. The motion carried by affirmation.
Florida Community Loan Fund —Mr. Adams stated TCERDA has talked to several organizations to fund the project.
TCERDA was referred to Florida Community Loan Fund by the Florida Department of Agriculture. Florida
Community Loan Fund is a non-profit organization that funds similar community projects across the State. Mr.
DeVries have been in contact with the organization. Florida Community Loan Fund's next board meeting is on
April 15, 2017 with April 22, 2017 the earliest date that a commitment can be issued. Mr. Adams stated if St Lucie
County doesn't move forward on the Florida Community Load Fund, they could offer TCERDA a loan at a lower
rate at 4% — 4.5%.
If the County issues the contractor a "Notice To Proceed" and FCLF does not approve the loan for some reason,
the County would be the holder of the mortgage. Mr. Murphy asked if the $650,00.00 could come down? Michael
Jacquin stated the $650,000.00 could come down later. After additional review, there may be a chance for
TCERDA to achieve a lower total cost.
Mr. DeVries referenced a graphic on the overhead screen to keep the loan discussion simple:
TCERDA has preleased 4,000 square feet of the building.
There is another 6,000 square feet for lease at market rates.
Mr. DeVries stated that TCERDA has two other revenue streams. TCERDA has rental income of $8,000.00 a year
from two cattle leases. Also, EDA is paying TCERDA $25,000 administration fee to administer the Sunshine Kitchen
grant. Combined, this extra income of $13,000 per year and the $34,000 of net rent from the 4,000 sq-ft prelease
to Your Pro Kitchen will cover the $47,000 loan payment. After the loan payment of $47,000, depending on the
success of its leasing efforts, TCERDA will have $50,000 to $80,000 of cash flow which is a substantial return on
TCERDA's total investment of $650,000 of loan principal.
Mr. Heinicka asked about the balloon payment in year eight. Mr. DeVries stated that in most commercial loans,
the balloon loan gets refinanced. Mr. DeVries stated worst case scenario, if TCERDA couldn't pay the note and
the lender could remove TCERDA and assume the master lease. The lender cannot lien the building and cannot
foreclose on the property. Mr. DeVries stated the lender requested the right to pay off EDA grant if market
conditions required removal of the grant restrictions to secure loan repayment.
Mr. Satterlee suggested the lease be written to require St Lucie County approval of future tenants. Mr. DeVries
advised that after the lease expires in 20 years, St. Lucie County will have discretion to re -let the building.
Ms. McGinn asked if Mr. DeVries and Mr. Adams have sat one on one with each Commissioner and explained the
merits of this project. Mr. Adams stated they have met with each Commissioner.
Commissioner Mowery stated that TCERDA is so close to the finish line and needs someone who can best
represent TCERDA to the St Lucie County Commissioner on this concept, the number of jobs that will be created.
TCERDA needs a banker to explain if this deal is feasible and good return on the money already committed to the
project. Commissioner Mowery stated Mr. Murphy who's a licensed realtor could explain the real estate portion
of the project. Mr. Murphy stated that the St Lucie County has invested over 18 million dollars in the Research
Park including land purchased before TCERDA was created. TCERDA is almost there and this project is definitely
feasible.
St Lucie County BOCCAgenda Item #4231 — Mr. Jeremiah Johnson stated he would have written the Agenda Item
differently. Mr. DeVries stated that Mr. Satterlee has changed the agenda item.
E. ADJOURNMENT
Upon no further discussion, Mr. Adams requested the meeting be adjourned. By consensus of the Board
members, the meeting was adjourned at 4:19 p.m. The next TCERDA BOD meeting will be held on Thursday, May
11, 2017 at 3:00 p.m.
Minutes submitted by Regina McCants
TCERDA
TREASURE COAST EDUCATION, RESEARCH & DEVELOPMENT AUTHORITY
Treasurer's Report
Thursday, July 27, 2017
TCERDA through July 31, 2017
July 1, 2017 Beginning Balance: $54,506.86
Check(s) Written:
Deposit(s):
TCERDA available balance as of July 31, 2017: $54,506.86
SLC FY 16-17 through July 31, 2017
Budgeted
Expended
Committed
Remaining
Labor $193,636.00
$150,142.28
$0.00
$43,493.72
Operating $136,545.00
$90,153.14
$18,705.04
$27,686.82
Capital $3,220.40
$0.00
$0.00
$3,220.40
$333,401.40
$240,295.42
$18,705.04
$74,400.94
SLC available balance as of July 31, 2017:
Farm2Fly administration fee
Sunshine Kitchen administration fee
$74,400.94
$8,667.00 in Operating Acct
$8,758.00 pend Operate Acct
$17,425.00 total admin fee
$25,000.00
Treasure Coast Research Park
Operating Expenditures/ Available Balance
(without payroll - operating only) Start of Fiscal>>. Saturday, October 01, 2016 Report Date>> Wednesday, July 26,2017 YTD (months) 9.83
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531000
Professional Services
$51,773.00
$35,921.21
$15,651.46
$51,572.67
$200.33
$5,246.46 $0.00 $51,572.67 $200.33
$737.54 $0.00 $7,250.00 $0.00
$0.00 $0.00 $0.00 $639.00
$0.00 $0.00 $0.00 $0.00
$190.28 $0.00 $1,870.46 $8,887.54
$232.37 $0.00 $2,284.20 $442.80
$173.63 $500.00 $2,206.74 $793.26
$47.75 $25.00 $494.38 $5.62
$183.35 $200.00 $2,002.33 $397.67
$336.39 $0.00 $3,306.72 $343.28
$0.00 $0.00 $0.00 $500.00
$1,424.72 $0.00 $14,005.00 $495.00
$0.00 $0.00 $0.00 $3,000.00
$48.08 $0.00 $472.61 $7.39
$32.07 $0.00 $315.21 $966.79
$0.00 $0.00 $0.00 $0.00
$792.77 $0.00 $7,792.90- -$0.90
$189.38 $0.00 $1,861.60 $14.40
$79.65 $0.00 $783.00 $2.00
$17.80 $0.00 $175.00 $0.00
$101.77 $0.00 $1,000.44 $2.56
$31.51 $200.00 $509.77 $1,990.23
$58.90 $0.00 $579.02 $480.98
$135.36 $0.00 $1,330.60 $134.40
$84.21 $125.00 $952.83 $47.17
$328.68 $0.00 $3,230.90 $3,354.10
$15.44 $0.00 $151.80 $388.20
$46.29 $0.00 $455.00 $3,545.00
$183.62 $0.00 $1,805.00 $0.00
$356.05 $0.00 $3,500.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
534000
Other Contractual Services
$7,250.00
$7,250.00
$0.00
$7,250.00
$0.00
534100
Information Technology
$639.00
$0.00
$0.00
$0.00
$639.00
534110
Software Contract
$0.00
$0.00
$0.00
$0.00
$0.00
534300
Contract Labor
$10,758.00
$1,870.46
$0.00
$1,870.46
$8,887.54
540000
Travel
$2,727.00
$2,284.20
$0.00
$2,284.20
$442.80
541000
Communications
$3,000.00
$1,706.74
$0.00
$1,706.74
$1,293.26
5420001
Postage & Freight
$500.001
$469.38
$0.00
$469.38
$30.621
543000
Utilities
$2,400.00
$1,802.33
$0.00
$1,802.33
$597.67
544100
Equipment Rental
$3,650.00
$2,204.48
$1,102.24
$3,306.72
$343.28
546000
Equipment Maintenance
$500.00
$0.00
$0.00
$0.00
$500.00
546300
Grounds Maintenance
$14,500.00
$12,205.00
$1,800.00
$14,005.00
$495.00
546320
Irrigation Maintenance
$3,000.00
$0.00
$0.00
$0.00
$3,000.00
547000
Printing & Binding
$480.00
$472.61
$0.00
$472.61
$7.39
547005
Printing & Binding -Materials Center
$1,282.00
$315.21
$0.00
$315.21
$966.79
5480001
Promotional Activities
$0.001
$0.00
$0.00
$0.00
$0.001
548010
Promotional Advertising
$7,792.001
$7,792.90
$0.00
$7,79:
548060
Promotional Activities -Entertain
$1,876.00
$1,861.60
$0.00
$1,861.60
$14.40
549000
Advertising
$785.00
$726.64
$56.36
$783.00
$2.00
549300
Licenses & Fees
$175.00
$175.00
$0.00
$175.00
$0.00
549160
Storm Water Assessment
$1,003.00
$1,000.44
$0.00
$1,000.44
$2.56
551000
Office Supplies
$2,500.00
$309.77
$0.001
$309.77
$2,190.23
551200
Equipment < $1000
$1,060.00
$579.02
$0.001
$579.02
$480.98
551501
Office Supplies -Computer
$1,465.00
$1,330.60
$0.00
$1,330.60
$134.40
552000
Operating Supplies
$1,000.00
$732.85
$94.98
$827.83
$172.17
554000
Dues & Memberships
$6,585.00
$3,230.90
$0.00
$3,230.90
$3,354.10
554100
Books & Subscriptions
$540.00
$151.80
$0.00
$151.80
$388.20
555000
Training -Seminar Registrations
$4,000.00
$455.00
$0.00
$455.00
$3,545.00
564000
Machinery & Equipment
$1,805.00
$1,805.00
$0.00
$1,805.00
$0.00
581000
Grants & Aids to Governmental Units
$3,500.00
$3,500.00
$0.00
$3,500.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
TOTAL $136,545.00 $90,153.14
$18,705.04
$108,858.18 $27,686.821
$11,074.081 $24,030.751 $132,888.93
$26,636.82
% of Total 66% 22% 80% 25% 40% 80% 80%
Burn per Month $11,378.75 $7,512.76 $1,558.75 $9,071.52 $2,307.24 $922.84 $2,002.56 $11,074.08
12%
Treasure Coast Research Park
Capital Expenditures/ Available Balance i
Total Forecast @ Total Forecast @
YTD+ Available Monthly Use to Monthly Use to Monthly Use to Surplus/
Account Title Adjusted Budget YTD Activity Commitments I Commitments Balance Date Date Date (Shortfall)
561000
Land
$340.00
$0.00
$0.00
$0.00
$1,380,000.00
$0.00
$6,775.00
$0.00
$3,046.60
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$340.00
$0.00 $0.00 $0.00 $340.00
$140,386.57 $0.00 $1,380,000.00 $411,985.00
$0.00 $0.00 $0.00 $0.00
$689.22 $0.00 $6,775.00 $44.00
$0.00 $0.00 $0.00 $5,883.00
$309.93 $0.00 $3,046.60--$3,046.60
$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 $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 $0.00 $0.00
562000
Buildings
$1,791,985.00
$151,058.65
$1,228,941.35
$411,985.00
562003
Building -Survey
$0.00
$0.00
$0.00
$0.00
562005
Building -Consulting Engineer
$6,819.00
$6,767.63
$7.37
$44.00
563000Infrastructure
$5,883.00
$0.00
$0.00
562011
Building-Permits/Applications
$0.00
$3,046.60
$0.00
$0.00
563013
$0.00
$0.00
$0.00
563020
$0.00
$0.00
$0.001
$0.00
563028
$0.00
$0.00
$0.00
$0.00
_
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.001
$0.00
$0.00
$0.00
$0.001
$0.00
$0.00
$0.00
TOTAL $1,805,027.001
$160,872.88
$1,228,948.72
$1,389,821.60
$415,205.40
$141,385.721 $0.001
$1,389,821.601
$415,205.40
% of Total 9% 68% 77% 23%
Burn per Month $150,418.92 $16,365.50 $125,020.22 $141,385.72 $191,338.89
8% 17%
$14,383.08 $31,211.29
77%
23%
=PUA @ 165.00, Sunc
Rest of F/Y
=PL
Jffice Supplies rest of
Irinl Toner
ITEM NO. RES-2017-160
AGENDA REQUEST
TO: Board of County Commissioners
DATE: 08/01/2017
*CONSENT
AGENDA\ADMINISTRATION
PRESENTED BY: Regina McCants,
SUBMITTED BY: Treasure Coast Education and Research Development Authority
SUBJECT: Resolution - USDA Equipment Grant
BACKGROUND:
On March 7, 2016, the Treasure Coast Education, Research and Development Authority received an email
from United Stated Department of Agricultural informing the Authority that it was eligible for a grant to
assist in the purchase of commercial kitchen equipment for the Sunshine Kitchen Food Business Incubator
building. The Authority, on behalf of St. Lucie County, applied and requested $175,000.00 for phase II of
the Sunshine Kitchen Food Business Incubator project. The funds for phase II will be used to purchase and
provide kitchen equipment and supplies for the project. The purpose of the Sunshine Kitchen Food
Business Incubator is to provide commercial kitchen space for small farmers and food entrepreneurs on
the Treasure Coast to grow their business. The Sunshine Kitchen Food Business Incubator building will be
9875 square feet. As part of the application review process, it is necessary for the Board of County
Commissioners to adopt a resolution formally authorizing the submission of the grant application and
indicating its committment of the local match and intention to comply with the grant award terms. The
attached resolution has been drafted for that purpose.
PREVIOUS ACTION:
In March of 2016, The Treasure Coast Research TCERDA Board authorized staff to submit an application to
the United States Department of Agricultural Rural Development for $175,000.00 to assist with purchase
of the Sunshine Kitchen Food Business Incubator Equipment Project.
FINANCIAL IMPACT:
The Grant Award is not to exceed $175,000.00
RECOMMENDATION:
Staff recommends the Board adopt the proposed resolution and as drafted.
COMMISSION ACTION:
INTER -OFFICE MEMORANDUM
ST. LUCIE COUNTY, FLORIDA
TO: Treasure Coast Education, Research and Development Authority
FROM: Heather Young, Assistant County Attorney "'
C.A. NO: 17-1036
DATE: January 25, 2017
SUBJECT: Sixty (60)-Acres - Memorandum of Understanding with University
of Florida Board of Trustees
Background:
Attached to this memorandum is a copy of the revised Memorandum of Understanding
with the University of Florida Board of Trustees for the sixty (60) acres subject to the first right to
lease under the, University's Sublease with the United States Department of Agriculture. The
subject property'is located on the east side of the Florida Turnpi.ke'north of Picos Road and south
of the canal and was originally, set aside for the future development of a citrus isolation plot.
The University and the USDA have requested that the Authority enter into Memorandum of
Understanding to lease of approximately sixty (60) acres within the Research Park in exchange
for the removal of the Right of First Lease from the sublease. The USDA has subsequently
withdrawn its request to be a named party to the MOU with the understanding that it will work
with theUniversity to initiate the process to delete the right of first lease from their Sublease.
The proposed Memorandum of Understanding provides as follows:
1. The sixty (60) acres have been reclassified as citrus "research" plots.
2: The University will provide reasonable notice to the County and the Authority of its
schedule for development of the research plots,.
3. The parties will enter into a sublease for the sixty (60) acres based upon, the terms of
the.MOU. and such other terms as may be agreed upon by the parties.
4. The Authority will provide written notice to the other parties if it.enters into a MOU
or sublease for property adjacent to. the sixty (60) acres.
5. The terms of the'sublease will at a minimum contain the following: r
a. Two terms of ten years each subject to two., year notices,in,the eighth or
eighteenth year, respectively, in the event of early termination other than for
cause. ,
b. Development, and use of the sixty (60) acres. -will not adverselyimpact the
rights -of -way in the Research Park.
c. Costs of relocation�of operation upon termination will be the responsibility of
the University.
_ 1
6. The term of the MOU will run through and including September 30, 2023 or until such
time as the parties enter into a sublease which first occurs. The parties may agree
to extend the term of the MOU for additional five (5) year periods.
RECOMMENDATION:
Staff recommends the Authority approve the proposed Memorandum of Understanding
as presented.
Attachments
HY/
Copy to: Deputy County Administrator
2
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING regarding use of certain property lying
within the Treasure Coast Research Park, is made and entered into this day of
, 2017, between the University of Florida Board of Trustees, acting on behalf
of the Indian River Research and Education Center, as successor to the Board of Regents of the
State of Florida, hereinafter referred to as the "University," St. Lucie County, a political
subdivision of the State of Florida, hereinafter referred to as "County," and the Treasure Coast
Education, Research and Development Authority, a research and development authority
designated under Chapter 159, Part V, Florida Statutes, hereinafter referred to as "Authority."
WHEREAS, on March 22, 1972, the State of Florida Board of Trustees of the Internal
Improvement Trust Fund, hereinafter referred to as "TIITF," as Lessor entered into a Lease
Agreement (No. 2592) with the University as Lessee, for certain property located in what is
known as the Treasure Coast- Research Park, hereinafter referred to as the "Master Lease
2592;" and,
WHEREAS, on April 11, 1994, the University entered in to a Sublease to the Master.
Lease with the United States of America, acting by and through the Administrator, Agricultural
Research Services, United States Department of Agriculture, hereinafter referred to as the
"Government," wherein the University leased to the Government approximately one hundred
ninety (190) acres for the purpose of constructing and operating thereon certain improvements
of use in agricultural research, hereafter referred to as "Sublease 2592-1;" and,
WHEREAS, Sublease 2592-1 included a provision which granted to the Government the
first right to lease additional land up to sixty (60) acres on the east side of the Florida Turnpike
north of Pico's Road and south of the canal for the development of citrus isolation plots to be
jointly planned and used by the Government and the University; and,
WHEREAS, Sublease 2592-1 further provided that the exact location of 'the above -
referenced sixty (60) acres would be determined by good faith negotiations between the
Government and the University; and,
WHEREAS, on March 28, 2006, the County entered into a lease agreement with TCERDA;
hereinafter referred to as the "County/Authority Lease," wherein the County leased property to
the Authority for development of the Treasure Coast Research Park; and,
WHEREAS; in order to provide for a more efficient development of a citrus research
grove, the University has requested that the County and the Authority enter into a
Memorandum' of Understanding to provide for the development of a future -sublease
agreement between the parties for sixty (60) acres to be located on the Treasure Coast
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Research Park Phase II Site Plan identified as Parcel la, Parcel 3.b, and portions of Parcel 2.a,
a-R4 Parcel 2.b, and Parcel 2.c, hereinafter collectively referred to as the "Site," subject to the
County/Authority Lease and the concurrent amendment of Sublease 2592-1 to remove the
right of first lease for t#e an additional approximately sixty (60) acres; and,
WHEREAS, in recognition of the important role played by the Government and the
University as partners with the County and the Authority in the development of the Treasure
Coast Research Park and in the overall benefit to the local economy stemming from the citrus
research performed by the Government and the University, the County and the Authority are
willing to enter into this Memorandum of Understanding to provide for the future lease of
approximately sixty (60) acres within the Research Park to the Government and the University
for the development of a citrus isolation grove.
NOW, THEREFORE, in consideration of such mutual benefits, the parties agree as
follows:
1. Purpose. The purpose of the Memorandum of Understanding is to set forth in
general, the terms and conditions of a future Sublease Agreement between the parties for the
development of approximately sixty (60) acres lying within the Treasure Coast Research Park, as
further shown on the drawing attached hereto and incorporated herein as Exhibit "A," as a
citrus isolation grove to be operated by the Government and the University.
2. ' 'University Responsibilities. The University agrees as follows:
A. The University acknowledges and agrees that within twelve (12) months of the
date of this Memorandum of Understanding, the Government intends to release its right of first
refusal lease additional land pup to sixty (60) acres s set forth in Section 1. Lease Premises of
Master Lease 2592.
B. The University will provide reasonable notice to the County and the Authority of
the schedule for the development of the citrus research_plots on the Site.
C. The University agrees to enter into a Sublease for the Site subject to the terms
and conditions set -forth in this Memorandum of Understanding and such additional terms and
conditions to be negotiated in good faith by the parties.
3. Authority Responsibilities. The Authority agrees as follows:
A. The Authority will provide written notice to the other parties in the event, it
enters into a Memorandum of Understanding and/or.Sublease for property adjacent to the
Site.
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B. The -Authority agrees to enter into a Sublease for the Site subject to the terms
and conditions set forth in this Memorandum of Understanding and such additional terms and
conditions to be negotiated in good faith by the parties.
4. County Responsibilities. The County to enter into a Sublease for the Site subject
to the terms and conditions set forth in this Memorandum of Understanding and such
additional terms and conditions to be negotiated in good faith by the parties.
5. Future Sublease Terms and Conditions. The parties agree that any future
Sublease between the parties for the Site shall contain at a minimum the following terms and
conditions:
A. There shall be two (2) terms of ten (10) years each subject to two (2) years
notice in the eighth or eighteenth year, respectively, in the event of early termination other
than termination for cause.
B. Development and use of the Site shall not create an -adverse impact on' the
rights -of -way in -the Research Park.
C.. Costs of relocation of operations from the Site upon termination shall be borne
by the University.
6. Financial Obligations. It is mutually understood and agreed that:
A. Any responsibilities assumed by the parties are contingent upon funds being
available from which expenditures may be met.
B. This Memorandum of Understanding is to define in general terms the -basis on
which the parties will cooperate and does not constitute a basis for financial obligations or
expenditures. Each party will handle and expend its funds. Any and all expenditures made in
conformity with the plans outlined in this Memorandum of Understanding must be made in
accordance with the parties' rules regulations and, in each instance based upon appropriate,
fiscal documents, such as a lease, contract, purchase order, or letter or authorization.
7. Term; Termination. The term of this Memorandum of Understanding shall begin,
on the date'first written above and shall run through and including September 30, 2023, or until
such time as the parties enter into a sublease, whichever first occurs. Upon mutual agreement
of the parties, the term may be extended for additional five (5) year periods: .
8. Notices. All notices, requests, consents and other communications required or
permitted under this- Memorandum of Understanding shall be in writing (including telex and
telegraphic communication) and shall be (as elected by the person giving such notice) hand
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delivered by messenger or courier service, telecommunicated, or mailed . (airmail if
international) by registered or certified mail (postage prepaid), return receipt requested,
addressed to:
As to University:
Senior Vice President for Agriculture and
Natural Resources,
Institute for Food and Agricultural Services
University of Florida
1008 McCarty Hall
Post Office Box 110180
Gainesville, FL 32611-110180
As to County:
St.'Lucie County Administrator
2300 Virginia Avenue
Fort Pierce, FL 34982
As to Authoritv:
With Copy to:
General Counsel
University of Florida
123 Tigert Hall
P.O. Box 13125
Gainesville, FL 23611-3125
With copy to:
St. Lucie County Attorney
2300 Virginia Avenue
Fort Pierce, FL 34982
Executive Director
Treasure Coast Education, Research and Development Authority
2199 South Rock Road
Fort Pierce, FL 34945
or to such other address as' any party may designate by notice complying with the terms of this
Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal
delivery, (b) on the date telecommunicated if by telegraph, (c) on the date of transmission with
confirmed answer bank if by telex, and (d) on the date upon which the return receipt is signed
or delivery is refused or the notice is designated by the postal authorities as not deliverable, as
the case may be, if mailed. Whenever any party" hereto is required to give its approval or
disapproval to any matter contained herein, such approval or disapproval shall be given within
twenty (20) days from receipt of written requests for approval or approval shall be deemed to
be granted.
9. Governing Law. The validity and interpretation of this Memorandum of
Understanding and the legal relations between the parties hereto shall be governed by the laws
of the State of Florida.
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10. Entire Agreement. Unless otherwise specified, this Memorandum of
Understanding embodies the entire understanding between the parties, and any prior or
contemporaneous representations, either oral or written, are hereby superseded. No
amendments or changes to this Memorandum of Understanding shall be effective unless made
in writing and signed by an authorized representative of each party.
IN WITNESS WHEREOF, the undersigned. have set their hands and seals as of the day
and year first above written.
WITNESSES: UNIVERSITY OF FLORIDA BOARD OF TRUSTEES
BY:
NAME:
TITLE:
DATE:
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
BY:
NAME:
TITLE:
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ATTEST:
Deputy Clerk
ATTEST:
Secretary
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BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
BY:
Chairman
Date:
APPROVED AS TO FORM AND CORRECTNESS:
BY:
County Attorney
TREASURE COAST EDUCATION; RESEARCH
AND DEVELOPMENT AUTHORITY
BY:
Chairman
DATE:
J
EXHIBIT "A"
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