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HomeMy WebLinkAboutTCERDA BOD agenda packet 18 02 22 (2)\� � r TCERDA 5unshin� KitcF3art DRAFT Treasure Coast Education, Research and Development Authority Board of Directors TCERDA Meeting Agenda February 22, 2018 3:OOPM - 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. OF/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 TURNOFF 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 I east forty-eight (48) hours prior to the meeting. 1 TCERDA Treasure Coast Education, Research and Development Authority TCERDA Board of Directors D IRA �� 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 OF 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 TCERDA TREASURE COAST EDUCATION, RESEARCH & DEVELOPMENT AUTHORITY Treasurer's Report Friday, February 09, 2018 TCERDA through February 9, 2018 * February 1, 2018 Beginning Balance: $0.00 Check(s) Written: Deposit(s): ** TCERDA available balance as of February 9, 2018: $0.00 *** SLC FY 17-18 through October 31, 2017 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 SLC available balance as of February 9, 2018:: $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 5 (without payroll - operating only) Treasure Coast Research Park Operating Expenditures/ Available Balance Start of Fiscal>> Monday, October 02, 2017 Report Date>> Friday, February 16, 2018 YTD (months) 4.54 e` cue NO 0 5c 3\ .pie o� h� ot` SS P tt` A� 8` �a ao O F ce ca yr Palms �O `off `off PJa• moo �e �o moo Pip dote \ 531000 534000 534100 Professional Services $48,000.00 $0.00 $250.00 $250.00 $47,750.00 $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 $0.00 $0.00 $0.00 $0.00 $21,300.00 $0.00 $0.00 $0.00 $200.00 $400.00 $100.00 $2,176.00 $0.00 $0.00 $10,500.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $500.00 $0.00 $200.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $250.00 $21,300.00 $0.00 $0.00 $0.00 $200.00 $739.98 $133.36 $2,873.27 $0.00 $0.00 $14,100.00 $1,711.52 $0.00 $164.21 $0.00 $0.00 $0.00 $200.00 $175.00 $1,156.68 $500.00 $0.00 $257.54 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $47,750.00 -$15,800.00 $2,000.00 $0.00 $9,637.00 $5,800.00 $2,260.02 $166.64 -$1,373.27 $1,500.00 $2,500.00 -$2,100.00 $1,288.48 $500.00 $835.79 $500.00 $1,500.00 $%000.00 $300.00 -$175.00 -$56.68 $2,000.00 $1,060.00 $742.46 $1,000.00 $8,885.00 $1,000.00 $5,805.00 $0.00 $0.00 Other Contractual Services $5,500.00 $0.00 $0.00 $0.00 $5,500.00 Information Technology $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 534300 Contract Labor $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 541000 Communications $3,000.00 $339.98 $0.00 $339.98 $2,660.02 542000 Postage & Freight $300.00 $33.36 $0.00 $33.36 $266.64 543000 Utilities Equipment Rental $1,500.00 $1,500.00 $697.27 $0.00 $0.00 $0.00 $697.27 $0.00 $802.73 $1,500.00 544100 546000 Equipment Maintenance $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 546320 Irrigation Maintenance $3,000.00 $0.00 $1,711.52 $1,711.52 $1,288.48 547000 Printing & Binding $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 548000 Promotional Activities $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 548060 Promotional Activities -Entertain $3,000.00 $0.00 $0.00 $0.00 $3,000.00 549000 Advertising $500.00 $32.76 $167.24 $200.00 $300.00 549300 Licenses & Fees $0.00 $175.00 $0.00 $175.00 -$175.00 549160 Storm Water Assessment $1,100.00 $1,156.68 $0.00 $1,156.68 -$56.68 551000 Office Supplies $2,500.00 $0.00 $0.00 $0.00 $2,500.00 551200 Equipment < $1000 Office Supplies -Computer $1,060.00 $1,000.00 $0.00 $57.54 $0.00 $0.00 $0.00 $57.54 $1,060.00 $942.46 551501 552000 Operating Supplies $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 554100 Books & Subscriptions $1,000.001 $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 581000 Grants & Aids to Governmental Units $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 $0.001 $35,376.00 $43?761.561 $80,525.44 %of Total Burn per Month $10,357.25 4.31% $446.40 56.54% $252.40 276.86% $698.80 1382.16% $9,658.45 0.00% $0.00 6.75% $2,948.00 6.75% $3,640 0.00% John Rhodes - Market Projected Fiscal Year Verizon projected fisca Projected Fiscal Year Projectd FPUA and FF Projected Fiscal Year Projected Fiscal Year Projected Fiscal Year 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"). WITNESSETH: 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 (5ti') Lease Year ("Termination Date"), unless renewed as hereinafter provided. Each twelve (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 501100 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 (1s) 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 terminated 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. Upon 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 Tenant'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 appellate 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, i `A 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 under 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 126' 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: TCERDA Executive Director XXX Rock Road Fort Pierce, Florida 34982 Tenant: XX XX XX With copy to: St. Lucie County Attorney 2300 Virginia Avenue Administration Annex Fort Pierce, Florida 34982 With copy to: Your Pro Kitchen, LLC Attn: Cindy Pickering 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 Ems. 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 ATTORNEYS OFFICE 2300 VIRGINIA AVENUE FORT PIERCE, FL 34982. (772) 462-1441 BellamyS(a,stludeco.or$! 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. Witness: Print Name: Print Name: Witness: Print Name: Print Name: LANDLORD: TREASURE EDUCATION, RESEARCH AND DEVELOPMENT AUTHORITU Name: Title: Date: TENANT: YOUR PRO KITCHEN LLC D/B/A YOUR PRO KITCHEN SUNSHINE KITCHEN By: Name: Title: Date: 20 EXHIBIT A LEGAL DESCRIPTION OF LAND 21 INTER -OFFICE MEMORANDUM ST. LUCIE COUNTY, FLORIDA TO: Treasure Coast Education, Research and Development Authority FROM: Heather Young, Assistant County Attorney C.A. NO: 18-196 DATE: February 15, 2018 SUBJECT: Sixty Acres Citrus Research Grove — Proposed Memorandum of Understanding with St. Lucie County and University of Florida Board of Trustees BACKGROUND: Attached to this agenda item is a proposed Memorandum of Understanding between the County, the University of Florida Board of Trustees ("University"), and the Treasure Coast Education, Research and Development Authority ("TCERDA"). The MOU addresses the University's request for a future sublease of sixty (60) acres within the Research Park to be developed as a citrus research grove. 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." On April 11, 1994, the University entered in to a Sublease to the Master Lease with the United States Department of Agriculture ("USDA") wherein the University leased to USDA 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." Sublease 2592-1 included a provision which granted the USDA the first right to lease additional land up to sixty (60) acres on the east side of the Florida Turnpike north of Picos 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. 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 USDA and the University. The University has determined that sixty acres located within the Phase II of the Research Park would provide for a more efficient and economical development of a citrus research project due to its proximity to existing research facilities and the past agricultural uses on the site. Accordingly, the University, with the support of the USDA, has requested that the County and TCERDA enter into a Memorandum of Understanding to provide for the future development of a sublease of sixty acres on Parcels 3.a, 3.b, and portions of Parcels 2.a, 2.b, and 2.c. for the 1 22 development of a citrus research grove. The University will work with the USDA to amend its sublease to delete the right of first refusal provision. The term of the MOU would run through and including September 30, 2023, or until such time as parties enter into a sublease whichever occurs first. The term of any sublease would be two periods of ten years each with the right of early terminate upon two years notice prior to the expiration of each ten period. The notice period is intended to give the University sufficient time to appropriate and relocate the research groves. The University would be responsible for the cost of relocating the groves. RECOMMENDATION/CONCLUSION: Staff recommends that approval of the proposed Memorandum of Understanding with the University of Florida Board of Trustees, and authorize the Chair to sign the Memorandum of Understanding. Respectfully submitted, Heather Young Assistant County Attorney Attachment HY/ Copy to: Deputy County Administrator Satterlee 23 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 2018, 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 Picos 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 s:\atty\agreemnt\mou.uf.slc.tcerda.60 acres.doc 1 24 Research Park Phase II Site Plan identified as Parcel 3.a, 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 toe 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 up 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. s:\atty\agreemnt\mou.uf.slc.tcerda.60 acres.doc 2 25 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. 6. Notices. All notices, requests, consents ana otner communications requ permitted under this Memorandum of Understanding shall be in writing (including tel telegraphic communication) and shall be (as elected by the person giving such notice s:\atty\agreemnt\mou.uf.slc.tcerda.60 acres.doc 3 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 Authority: 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. s:\atty\agreemnt\mou.uf.slc.tcerda.60 acres.doc 4 27 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: s:\atty\agreemnt\mou.uf.slc.tcerda.60 acres.doc UNIVERSITY OF FLORIDA BOARD OF TRUSTEES BY: NAME: TITLE: DATE: APPROVED AS TO LEGAL FORM AND CORRECTNESS: BY: NAME: TITLE: L". ATTEST: Deputy Clerk ATTEST: BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUNTY, FLORIDA BY: Chair Date: APPROVED AS TO FORM AND CORRECTNESS: BY: County Attorney TREASURE COAST EDUCATION, RESEARCH AND DEVELOPMENT AUTHORITY BY: Secretary Chair DATE: s:\atty\agreemnt\mou.uf.slc.tcerda.60 acres.doc 29 s:\atty\agreemnt\mou.uf.slctcerda.60 acres.doc EXHIBIT "A" u: A4r 7 30 32 rAL . _ ��� .T • , �yJr - -- - - - -ram .,� � _ - �- � � �� _ - - �. � � � � � �. - .. � �"`� � �• - :ram.` � .. ... - n, 33 i _ •.f • 'k - �'a .tom.• _ � .� '>F a-• _-1 �_ - _ - - .. Rom. = � `tl"".'� yK � � _ �.: •' �S - r y -.ti �`-ia�t ..� _ . s fir,. 1 ■Aj ,, •A'�_ � �� - fit _�C ��.= _ r.• i r -�. PROPOSAL FOR CONSULTING SERVICES FACILITATE THE DEVELOPMENT OF A STRATEGY AND PLAN TG ATTRACT AG/FOOD-RELATED BUSINESSES TO THE TREASURE COAST RESEARCH PARK FEBRUARY 7, :2018 . L Il COUNTY F L O R I D A� Q' Moran, Stahl & Boyer lX► Site Selection and Economic Development Consultants 38 — 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 Moran, Stahl & Boyer - FL, LLC • Contract for Treasure Coast Research Park 39 ■ 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. Moran, Stahl & Boyer - FL, LLC • Contract for Treasure Coast Research Park 40 ■ 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,S00 June 2018 3 Support Implementation of Plan $2,S00/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 St. Lucie County Name: John M. Rhodes Signature: Title: Senior r' ci al Name: Signature: Title: Date: February 7, 2018 Date: Moran, Stahl & Boyer - FL, LLC • Contract for Treasure Coast Research Park 41