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Finance and Administration - Board of Trustees - The University of ...

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<strong>Finance</strong> <strong>and</strong> <strong>Administration</strong> Committee - IX. Agreements for Development <strong>of</strong> the Cherokee Farm Research Park - ActionMASTER GROUND LEASEEXECUTIVE SUMMARY<strong>University</strong> retains title to the real property; UTRF or a wholly owned subsidiary <strong>of</strong> UTRF has anoption to lease parcels <strong>and</strong> sublease them to third party tenants to construct buildings for permitteduses consistent with the Master Plan <strong>and</strong> Development Guidelines.Lease term is 60 years with an option for a 40-year extension. <strong>The</strong> <strong>University</strong> may terminate theLease if the <strong>University</strong> terminates the Agreement for Development Management Services, whichmay be terminated for convenience upon 90 days’ written notice.7<strong>University</strong> has the right to withdraw parcels from the leasable property before UTRF exercises itsoption to lease the parcel(s).Parcels may only be leased for the construction, operation <strong>and</strong> ownership <strong>of</strong> projects consisting <strong>of</strong><strong>of</strong>fices, research laboratories <strong>and</strong> other facilities for research or other pr<strong>of</strong>essional services, alongwith such other uses as may be related or incidental thereto. All subleases are subject to approval bythe <strong>University</strong> President.UTRF <strong>and</strong> subtenants are granted easements over the whole parcel for the installation, maintenance,repair <strong>and</strong> replacement <strong>of</strong> utilities <strong>and</strong> as otherwise may be necessary for the installation,construction <strong>and</strong> maintenance <strong>of</strong> the projects for the term <strong>of</strong> the lease <strong>and</strong> subleases.UTRF will pay rent from net cash flows collected from subtenants. Net cash flow is defined as theconsideration received in excess <strong>of</strong> UTRF’s actual, out-<strong>of</strong>-pocket expenses (excluding depreciation,depletion <strong>and</strong> amortization) incurred in connection with UTRF’s duties under the lease <strong>and</strong>subleases. <strong>University</strong> has the right to inspect UTRF’s books <strong>of</strong> account <strong>and</strong> records regarding thedetermination <strong>of</strong> expenses <strong>and</strong> net cash flow.If the underlying Lease is terminated, the <strong>University</strong> will enter a direct lease with the subtenants forthe term <strong>of</strong> the subleases.UTRF is required to maintain <strong>and</strong> to cause subtenants to maintain property <strong>and</strong> liability insurance<strong>and</strong> to include the <strong>University</strong> as an additional insured. Subtenants will be required to indemnify<strong>and</strong> save the <strong>University</strong> harmless from personal injury <strong>and</strong> property damage, as well as frombreaches <strong>of</strong> any leasehold financing or <strong>of</strong> the subleases by such subtenant.<strong>The</strong> <strong>University</strong> is responsible for maintaining the portions <strong>of</strong> the site that have not been leased toUTRF. As the project develops, funds from the subtenants will be used to maintain common areas.When the lease <strong>and</strong> subleases expire, the l<strong>and</strong> <strong>and</strong> buildings revert to the <strong>University</strong>.162

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