Summary:
In 2017, Sanford Burnham Prebys announced their intent to relocate their entire operation to the La Jolla facility. The Funding Parties of the Burnham project (Orange County, City of Orlando and Lake Nona Land Company, LLC) share the common goal to enhance economic development and impact in the region through high wage jobs that will participate in research, education, and clinical care; to create new opportunities for collaboration; and to expand biomedical research at the Building and the UCF College of Medicine at Lake Nona.
The Orange County Board of County Commissioners heard proposals from Florida Hospital and UCF for reuse of the Sanford Burnham Prebys site and chose to move forward with UCF. UCF will locate the UCF Comprehensive Cancer Research and Treatment Center to the site. This will include a partnership of UCF Academic Health, Inc., Provision Healthcare, Sarah Cannon Research Institute/HCA, and Alter+Care. Through the transfer of the site to UCF, the Funding Parties will receive $50M (Transfer Fee) to be distributed proportionately based on each Funding Party’s contribution to the Burnham Project. The City will receive approximately 35% or $17,000,000.00. Upon approval of the parties, the closing of the transaction is scheduled on or before September 1, 2018. The County will deed the property to one of UCF’s direct support organizations (DSO), who in turn will lease the site to UCF. UCF will enter into subleases with the partners referenced above and UCF Affiliates. A note and mortgage will be executed as security for payment of the Transfer Fee. The Transfer Fee will be paid over a thirty year period as follows, with UCF having a right to prepay the note at any time without penalty:
Years 1-20: $2,000,000 per year payable in quarterly installments of $500,000 each for a total of $40,000,000.
Years 21-30: $1,000,000 per year payable in quarterly installments of $250,000 for a total of $10,000,000.
In order to finalize this transaction each Funding Party, along with UCF and Burnham will be required to execute certain agreements and certain documents. City staff recommends approval of the following documents to be executed by the City:
1. Termination and Release Agreement – Between Sanford Burnham Prebys and the 3 Funding Parties. It is a release and termination of all of the documents related to the funding, land donation, construction, and operation of the SBP research facility at Lake Nona.
2. Limited Joinder to Transfer Agreement – The Transfer Agreement is between Orange County and UCF, and provides for the transfer of the real property and improvements, including the research facility, from the County to UCF. Lake Nona and the City, as the other two Funding Parties, will sign a limited joinder to this agreement, whereby they consent to the County entering into the Agreement and agree to be bound by any terms of the Agreement pertaining to them.
3. Amended and Restated Funding Parties Agreement – This amends the existing Funding Parties Agreement that applied to SBP by removing all provisions applicable to SBP, provides for the County’s transfer of the real property and facility to UCF, and sets forth the specific proportionate share of each of the Funding Parties based on their final contribution to SBP as follows:
County – 43.19%
City – 34.7%
Lake Nona – 22.11%
Each party will receive this percentage of the payments from UCF for the property.
4. Termination of Memorandum of Funding Parties Agreement – to be signed by the Funding Parties and recorded in the public records. A Memorandum of Funding Parties Agreement was recorded in the public records to provide constructive notice of the Funding Parties Agreement (and the rights and obligations of the Funding Parties with respect to the funding, design, construction, operation, and lease of the research facility). Since we are amending and restating the Funding Parties Agreement the Memorandum needs to be terminated.
5. Termination and Release of Primary Leasehold Mortgage and Security Agreement - to be signed by the Funding Parties and recorded in the public records to terminate and release the existing Sanford Burnham mortgage. The mortgage was originally recorded in 2007 as security for Burnham’s performance of its obligations under the grant agreement and ground lease related to the research facility. |