University of North Florida
Board of Trustees

Conference Call
March 26, 2010
at 1:00 p.m.

Minutes

Members Present

Dr. Edythe Abdullah, Mr. John Barnes, Ms. Toni Crawford, Mr. Hugh Greene, Ms. Wanyonyi Kendrick, Mr. Oscar Munoz, Dr. Katherine Robinson, Dr. Bruce Taylor; Mr. Kevin Twomey

Members Absent

Mr. Wilfredo Gonzalez, Ms. Ann Hicks, Ms. Joy Korman, Ms. Joannie Newton

Item 1 Call to Order

Chair Taylor recognized a quorum and called the meeting to order. 

Item 2 The University of North Florida’s Proposed Purchase of the ADT Building

Chair Taylor stated that the purchase of this property would go along with the university’s strategic mission. He pointed out that conversation from the Foundation Board, regarding the terms of the purchase, prompted full discussion from the Board. Chair Taylor asked President Delaney to speak about this item.

 

President Delaney provided details about pricing and risks and noted that, in the end, this purchase would be a good opportunity for the Foundation. He asked Vice President Shuman to speak about the pricing structure.

 

Vice President Shuman presented a summary of the pricing structure, including the appraisal and justification for DSO funding. She talked about risks and future PECO funding, noting that PECO could be used at some point if there was  a default on the long term lease. 

 

Chair Taylor asked for questions from trustees. Trustees asked about the projected life of the building. The administration clarified the land would be the real value, and the building itself would be maintained by the current tenant. Trustees asked for the property owner’s rational for selling. The administration clarified that the owner had no use for the property. The administration restated that opportunities like these did not come along very often.

 

Chair Taylor asked for a MOTION for approval.

 

Trustee Kendrick moved approval of TSI’s creation of “TSI Investments, LLC,” a Florida limited liability company (“TSII”), for the sole purposes of (1) acquiring from EIRE Jacksonville Florida LLC (“Seller”), title to property at 4926 South Kernan Boulevard, Jacksonville, an improved parcel in the First Coast Technology Park currently leased by ADT Security Services (“ADT Parcel”), (2) assuming the existing indebtedness and first mortgage encumbering the ADT Parcel, (3) assuming the obligations of landlord under the existing lease with ADT, and (4) granting to Seller a purchase money second mortgage to fund, in part, the purchase.

 

Trustee Greene seconded the MOTION. The MOTION was carried as presented.

 

Trustee Kendrick moved approval of the purchase by TSII of the ADT Parcel upon terms set forth in a purchase and sale agreement negotiated between the parties, including: (1) a purchase price of $4.75 million, funded by a cash payment of $3 million dollars and a purchase money second mortgage of $1.75 million; (2) assumption of the existing indebtedness and first mortgage on the ADT Parcel; (3) assumption of the existing lease with ADT; (4)  payment a binder deposit of $100,000, refundable if TSII terminates within its inspection period for any reason in its sole discretion. 

 

Trustee Crawford seconded the MOTION. The MOTION was carried as presented.

Item 3 Adjournment

 Chair Taylor adjourned the meeting.