HomeMy WebLinkAbout09.e EDB Feed Mill Road Centerline MOU EXECUTIVE SUMMARY
AGENDA ITEM:
Request for approval of two Memorandum of Understandings(MOU)with Clay County(the County)
and Clay County Utility Authority(CCUA). One with Reinhold Corporation(Reinhold)and the other
with Peters Creek Investments,LLP(PCI)regarding the basis of design along the property centerline
for pipelines and the future Feed Mill Road right-of-way construction in a corridor along one of the
proposed LAMPA trunk mains.
Date: July 10, 2024
BACKGROUND:
Staff requests approval of the two MOUs with the County and Reinhold and the County and PCI
regarding establishing the centerline of the future Feed Mill Road corridor as the basis for easements
related to pipeline construction along one of the proposed LAMPA trunk main routes. Staff
coordinated with Reinhold's and PCI's Engineer of Record, the County's Engineering Department,
to establish the centerline of the future Feed Mill Road to align our LAMPA pipelines with the future
roadway design and construction. These are the MOUs between all parties memorializing this
coordination and the location of the future roadway centerline now referenced as Feed Mill Road.
Through these MOUs, all parties agreed to the centerline of the future roadway portion north and
south of Cathedral Oaks Parkway, as depicted in Exhibit A of the MOUs.
CCUA's Peters Creek WRF project consultant (Ardurra) will design to accommodate a future
wastewater connection point for the new LAMPA transmission mains. Reinhold and PCI, as the
landowners, agree to locate the future roadway as shown in the attached Exhibit. The parties intend to
minimize conflicts for the mutually beneficial planning and orderly design and construction of
future roadways, utilities, and other infrastructure improvements needed for future development in
this area. CCUA agrees to relocate infrastructure, as reasonably needed and unavoidable, to
accommodate future roadway drainage structures and crossroads.
REQUEST:
Staff respectfully requests authorization for the Executive Director to execute the attached
Memorandum of Understandings on behalf of the CCUA as an understanding between the County,
the CCUA, Reinhold, and PCI as to the centerline alignment of the future Feed Mill Road and the
rights and responsibilities of the parties moving forward.
ATTACHMENTS:
Memorandum of Understanding-Clay County Agreement-Contract No. 2023/2024-217
Memorandum of Understanding-Clay County Agreement-Contract No. 2023/2024-218
//MB(Author)
//PS (Final)
Clay County Agreement/Contract No. 2023/2024- 217
MEMORANDUM OF UNDERSTANDING
BY AND BETWEEN
CLAY COUNTY, FLORIDA
AND
CLAY COUNTY UTILITY AUTHORITY
AND
REINHOLD CORPORATION
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made as of the
day of _ 2024 ("Effective Date") by and between CLAY COUNTY (the
"County"), a political subdivision of the State of Florida, whose principal business address is 477
Houston Street, Green Cove Springs, Florida 32043, and CLAY COUNTY UTILITY
AUTHORITY (the "CCUA"), an independent special district in the State of Florida whose
principal business address is 3176 Old Jennings Road, Middleburg, Florida 32076, and
REINHOLD CORPORATION, a Florida corporation and its successors and assigns
("Reinhold"), whose principal business address is 1845 Town Center Boulevard, Suite 105,
Fleming Island, Florida 32003. In this MOU, the County, CCUA and Reinhold are sometimes
referred to individually as a"Party"and collectively as the "Parties."
This MOU comprises the County, the CCUA, and Reinhold's understanding as to the basic terms
and conditions pursuant to which the CCUA is to install utility infrastructure in advance of a
potential future roadway relative to an agreed centerline.
In consideration of the premises and mutual covenants contained herein, the adequacy of which
are mutually acknowledged, the following terms and conditions are mutually covenanted,
promised, and agreed upon by the Parties:
1. Reinhold is the fee simple owner of certain tracts of land (02-06-25-010340-000-00 and
01-06-25-010337-000-00)located in Clay County,Florida(the"Property").
2. The Parties acknowledge Reinhold's engineer of record, in collaboration with the County
and CCUA,prepared a conceptual future roadway design alignment and cross section with
a defined centerline, the CCUA used this centerline to design and CCUA will be
constructing critical infrastructure transmission mains within the Property.The conceptual
layout of the roadway and CCUA's utilities was reviewed by all Parties.
3. In the event Reinhold or the County determine to design and/or construct a future roadway
within the Property, the CCUA wishes to reach an understanding with Reinhold and the
County whereby such design and/or construction would be facilitated to minimize conflicts
with the CCUA's utilities.
4. The CCUA has prepared a depiction of the location of CCUA's utilities relative to the
centerline for a potential future roadway alongside CCUA utilities, along with a proposed
cross-section for such potential roadway and utilities, which is attached as Exhibit A.
5. The Parties acknowledge and agree that if a future roadway is designed and/or constructed
by a yet to be determined party, that for the mutual benefit of planning and the orderly
1
design and construction of a future roadway, the utilities, and any other infrastructure
improvements as may be needed for the future development of the Property and/or any
regional mobility improvement, the identified centerline for a future roadway will be as
depicted on Exhibit A.
6. The Parties acknowledge that CCUA has designed and will be constructing critical
infrastructure transmission mains offset from this centerline.
7. In the event Reinhold or the County determine to design and/or construct a future roadway
as depicted on Exhibit A, Reinhold and the County agree to use commercially reasonable
efforts to minimize conflicts with the CCUA's infrastructure.
8. If conflicts should arise with the CCUA's utilities during the design or construction of a
future roadway as depicted on Exhibit A or any associated stormwater drainage
improvements, the CCUA agrees to bear the future cost of relocating the then-existing
CCUA utilities in unavoidable areas, such as roadway drainage structures, other features
at crossroads, or other features unknowable at this time.
9. If Reinhold or the County depart from the centerline of the future roadway as established
herein, CCUA will not be responsible for the cost of relocating CCUA's then-existing
utilities or easement areas.
Cooperation:
Commencing on the Effective Date of this MOU,the Parties agree to cooperate and work together
in accordance with the intent of this MOU. Reinhold agrees to provide the County and CCUA,
upon prior notice, access to the Property to perform work necessary to meet the terms and
conditions above.
Remedies:
The Parties will attempt to settle any dispute arising from this MOU through negotiation and a
spirit of mutual cooperation. Each Party shall have the right to seek the judicial enforcement and
interpretation of this MOU.
Notice:
Any notice required or desired to be given hereunder, or any items required or desired to be
delivered hereunder, may be served or delivered personally or by certified mail, return receipt
requested, postage prepaid, or by any reliable and nationally recognized overnight delivery
2
services,addressed as follows:
COUNTY Clay County
c/o Howard Wanamaker, County Manager
477 Houston Street
Green Cove Springs, Florida 32043
CCUA Clay County Utility Authority
c/o Jeremy D. Johnston, Executive Director
3176 Old Jennings Road
Middleburg, Florida 32068
jjohnston@clayutility.org
REINHOLD Reinhold Corporation
c/o George M. Egan
1845 Town Center Boulevard, Suite#105
Fleming Island, Florida 32003
Notice may also be delivered to such other address as the Party to be served may direct by written
notice to the other Party. If such notice is sent or delivery is made by registered or certified mail,
such notice or delivery shall be deemed as served, made, and effective seventy-two (72) hours
after posting.
Amendment:
The MOU may only be modified and amended by written agreement duly authorized and executed
by the Parties hereto. No oral agreements or representation shall be valid or binding upon either
Party.
Further Assurances:
Each Party agrees that it will execute and deliver to the other promptly upon demand any and all
documents or other instruments and take such other action as is necessary to give effect to the
terms and intent of this MOU.
Recording:
The parties agree and acknowledge that this MOU shall not be recorded in the public records of
Clay County, Florida.
Partial Release:
Within ten (10) business days of Reinhold's request in connection with a sale, financing or
development of a portion of the Property that does not contain any portion of the potential future
roadway, CCUA and the County will execute a partial release of such portion of the Property from
the terms and conditions of this MOU and send their executed counterparts of the partial release
to Reinhold.
3
IN WITNESS WHEREOF, the Parties hereto have duly executed this MOU effective as
of the first date and year set forth above to indicate agreement with these terms and conditions and
to proceed with the work and efforts required to complete the utility infrastructure installation.
COUNTY: WITNESSES: �:;
CLAY COUNTY,
'I `
a political subdivision of the State of Florida Print Name: i_,.- '
CLAddress: . •
Mv? ewes - L3&
By: — kr' ��
Howard Wanamaker Print N e: 11/,/-7- 1 -1(-
Name: So/w22J72Title: County Manager on behalf of the Board Ad ress: 7 / ,.
of County Commissioners ��Y /9 .5/1r >X-.. , 3
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowled ed before me by means of ❑x physical presence or ❑
online notarization this j 5t day of -Lay , 2024, by HOWARD WANAMAKER, as
COUNTY MANAGER on behalf of the BOARD OF COUNTY COMMISSIONERS, a political
subdivision of the State of Florida who is personally known to me. ��pp
Print Name: J & 5O- /1 (`o l
Notary Public
State of Florida at Large
My Commission Expires: r brvcr- - D y, aO?Co
TERESAL.CAPO
1i!? \�: ; :'?Commission#HH 217640
•;Fo:;oa; Expires February 24,2026
4
CCUA: WITNESSES:
CLAY COUNTY UTILITY AUTHORITY,
an Independent Special District of the Print Name:
State of Florida Address:
By:
Name: Jeremy D. Johnston, MBA, PE Print Name:
Title: Executive Director Address:
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of(] physical presence or ❑
online notarization this day of , 2024, by JEREMY D. JOHNSTON, as
EXECUTIVE DIRECTOR of the CLAY COUNTY UTILITY AUTHORITY,an Independent
Special District of the State of Florida, who is personally known to me.
Print Name: _
Notary Public
State of Florida at Large
My Commission Expires:
5
REINHOLD: WITNESSES:
REINHOLD CORPORATION,
a Florida corporation Print Name:
Address:
By:
Name: George M. Egan Print Name:
Title: President/Director Address:
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of❑x physical presence or ❑
online notarization this day of , 2024, by GEORGE M. EGAN, as
PRESIDENT/DIRECTOR of REINHOLD CORPORATION, a Florida corporation, who is
personally known to me.
Print Name: _
Notary Public
State of Florida at Large
My Commission Expires:
F:\Contract\ccua\Saratoga Springs-Memorandum of Understanding(CC,CCUA,Reinhold)_(19746704)_(2)Feed Mill Rev.7.1.24.docx
6
EXHIBIT A
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Clay County Agreement/Contract No. 2023/2024- 218
MEMORANDUM OF UNDERSTANDING
BY AND BETWEEN
CLAY COUNTY, FLORIDA
AND
CLAY COUNTY UTILITY AUTHORITY
AND
PETERS CREEK INVESTMENTS,LLP
THIS MEMORANDUM OF UNDERSTANDING ("MOU") is made as of the
day of 2024 ("Effective Date") by and between CLAY COUNTY (the
"County"), a political subdivision of the State of Florida, whose principal business address is 477
Houston Street, Green Cove Springs, Florida 32043, and CLAY COUNTY UTILITY
AUTHORITY (the "CCUA"), an independent special district in the State of Florida whose
principal business address is 3176 Old Jennings Road, Middleburg, Florida 32076, and PETERS
CREEK INVESTMENTS, LLP, a Florida limited liability partnership and its successors and
assigns ("PCI"), whose principal business address is 1845 Town Center Boulevard, Suite 105,
Fleming Island, Florida 32003. In this MOU, the County, CCUA and PCI are sometimes referred
to individually as a"Party" and collectively as the"Parties."
This MOU comprises the County, the CCUA, and PCI's understanding as to the basic terms and
conditions pursuant to which the CCUA is to install utility infrastructure in advance of a potential
future roadway relative to an agreed centerline.
In consideration of the premises and mutual covenants contained herein, the adequacy of which
are mutually acknowledged, the following terms and conditions are mutually covenanted,
promised, and agreed upon by the Parties:
1. PCI is the fee simple owner of that certain tract of land(31-05-26-014455-000-00) located
in Clay County, Florida(the"Property").
2. The Parties acknowledge PCI's engineer of record, in collaboration with the County and
CCUA, prepared a conceptual future roadway design alignment and cross section with a
defined centerline,the CCUA used this centerline to design and CCUA will be constructing
critical infrastructure transmission mains within the Property. The conceptual layout of the
roadway and CCUA's utilities was reviewed by all Parties.
3. In the event PCI or the County determine to design and/or construct a future roadway
within the Property, the CCUA wishes to reach an understanding with PCI and the County
whereby such design and/or construction would be facilitated to minimize conflicts with
the CCUA's utilities.
4. The CCUA has prepared a depiction of the location of CCUA's utilities relative to the
centerline for a potential future roadway alongside CCUA utilities,along with a proposed
cross-section for such potential roadway and utilities, which is attached as Exhibit A.
1
5. The Parties acknowledge and agree that if a future roadway is designed and/or constructed
by a yet to be determined party, that for the mutual benefit of planning and the orderly
design and construction of a future roadway, the utilities, and any other infrastructure
improvements as may be needed for the future development of the Property and/or any
regional mobility improvement, the identified centerline for a future roadway will be as
depicted on Exhibit A.
6. The Parties acknowledge that CCUA has designed and will be constructing critical
infrastructure transmission mains offset from this centerline.
7. In the event PCI or the County determine to design and/or construct a future roadway as
depicted on Exhibit A, PCI and the County agree to use commercially reasonable efforts
to minimize conflicts with the CCUA's infrastructure.
8. If conflicts should arise with the CCUA's utilities during the design or construction of a
future roadway as depicted on Exhibit A or any associated stormwater drainage
improvements, the CCUA agrees to bear the future cost of relocating the then-existing
CCUA utilities in unavoidable areas, such as roadway drainage structures, other features
at crossroads, or other features unknowable at this time.
9. If PCI or the County depart from the centerline of the future roadway as established herein,
CCUA will not be responsible for the cost of relocating CCUA's then-existing utilities or
easement areas.
Cooperation:
Commencing on the Effective Date of this MOU,the Parties agree to cooperate and work together
in accordance with the intent of this MOU. PCI agrees to provide the County and CCUA, upon
prior notice, access to the Property to perform work necessary to meet the terms and conditions
above.
Remedies:
The Parties will attempt to settle any dispute arising from this MOU through negotiation and a
spirit of mutual cooperation. Each Party shall have the right to seek the judicial enforcement and
interpretation of this MOU.
Notice:
Any notice required or desired to be given hereunder, or any items required or desired to be
delivered hereunder, may be served or delivered personally or by certified mail, return receipt
requested, postage prepaid, or by any reliable and nationally recognized overnight delivery
2
services, addressed as follows:
COUNTY Clay County
c/o Howard Wanamaker, County Manager
477 Houston Street
Green Cove Springs, Florida 32043
CCUA Clay County Utility Authority
c/o Jeremy D. Johnston, Executive Director
3176 Old Jennings Road
Middleburg, Florida 32068
j j ohnston@clayutility.org
PCI Peters Creek Investments, LLP
c/o George M. Egan
1845 Town Center Boulevard, Suite#105
Fleming Island, Florida 32003
Notice may also be delivered to such other address as the Party to be served may direct by written
notice to the other Party. If such notice is sent or delivery is made by registered or certified mail,
such notice or delivery shall be deemed as served, made, and effective seventy-two (72) hours
after posting.
Amendment:
The MOU may only be modified and amended by written agreement duly authorized and executed
by the Parties hereto. No oral agreements or representation shall be valid or binding upon either
Party.
Further Assurances:
Each Party agrees that it will execute and deliver to the other promptly upon demand any and all
documents or other instruments and take such other action as is necessary to give effect to the
terms and intent of this MOU.
Recording:
The parties agree and acknowledge that this MOU shall not be recorded in the public records of
Clay County, Florida.
Partial Release:
Within ten(10)business days of PCI's request in connection with a sale, financing or development
of a portion of the Property that does not contain any portion of the potential future roadway,
CCUA and the County will execute a partial release of such portion of the Property from the terms
and conditions of this MOU and send their executed counterparts of the partial release to PCI.
3
IN WITNESS WHEREOF, the Parties hereto have duly executed this MOU effective as
of the first date and year set forth above to indicate agreement with these terms and conditions and
to proceed with the work and efforts required to complete the utility infrastructure installation.
COUNTY: WITNESSES:
CLAY COUNTY, �
a political subdivision of the State of Florida Print Name: i �ylpJ-1)
Ad ress:
1 -----C/\
..per ?sir; - 3zy3
Name: Howard Wanamaker Print Name: r J i''fj/9/?'7
Title: County Manager on behalf of the Board A dress:
of County Commissioners
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of❑x physical presence or ❑
online notarization this I s} day of Su Iy , 2024, by HOWARD WANAMAKER, as
COUNTY MANAGER on behalf of the BOARD OF COUNTY COMMISSIONERS, a political
subdivision of the State of Florida who is personally known to me.
ni i tDok (-- co....De--)
Print Name: -IT C L C� n
Notary Public
State of Florida at Large
My Commission Expires: r arum.rir <<, ,;(.210
:°• .,•• TERESA L.CAPO
€„i n ` .* Commission#HI 217640
;',0`:\Pr;
•,Fo, •o; Expires February 24,2026
4
CCUA: WITNESSES:
CLAY COUNTY UTILITY AUTHORITY,
an Independent Special District of the Print Name:
State of Florida Address:
By:
Name: Jeremy D. Johnston, MBA, PE Print Name:
Title: Executive Director Address:
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of❑x physical presence or ❑
online notarization this day of , 2024, by JEREMY D. JOHNSTON, as
EXECUTIVE DIRECTOR of the CLAY COUNTY UTILITY AUTHORITY,an Independent
Special District of the State of Florida, who is personally known to me.
Print Name:
Notary Public
State of Florida at Large
My Commission Expires:
5
PCI: WITNESSES:
PETERS CREEK INVESTMENTS, LLP,a
Florida limited liability partnership Print Name:
Address:
By: The Paul E. and Ida Klare Reinhold
Family Trust u/a dated 12/22/1965, its Partner
By: _ Print Name:
Address:
Name: George M. Egan
Title: Managing Representative for the
Trust's investment in Peters Creek
Investments, LLP, and on behalf of the
Trustees
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of® physical presence or ❑
online notarization this day of , 2024, by George M. Egan, as the
Managing Representative for the Trust's investment in Peters Creek Investments, LLP, and on
behalf of the Trustees of The Paul E. and Ida Klare Reinhold Family Trust u/a dated 12/22/1965,
the Partner of PETERS CREEK INVESTMENTS, LLP, a Florida limited liability partnership,
on behalf of the limited liability partnership,who is personally known to me.
Print Name:
Notary Public
State of Florida at Large
My Commission Expires:
[PCI signature pages continue on following pages]
6
PCI: WITNESSES:
PETERS CREEK INVESTMENTS, LLP,a
Florida limited liability partnership Print Name:
Address:
By: The Klare N. Reinhold Irrevocable Trust _
u/a dated 12/22/1967, its Partner
By: Print Name:
Address:
Name: George M. Egan
Title: Managing Representative for the
Trust's investment in Peters Creek
Investments, LLP, and on behalf of the
Trustees
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of physical presence or 0
online notarization this day of , 2024, by George M. Egan, as the
Managing Representative for the Trust's investment in Peters Creek Investments, LLP, and on
behalf of the Trustees of The Klare N.Reinhold Irrevocable Trust u/a dated 12/22/1967,the Partner
of PETERS CREEK INVESTMENTS,LLP,a Florida limited liability partnership,on behalf of
the limited liability partnership, who is personally known to me.
Print Name: _
Notary Public
State of Florida at Large
My Commission Expires:
[PCI signature pages continue on following page]
7
PCI: WITNESSES:
PETERS CREEK INVESTMENTS,LLP,a
Florida limited liability partnership Print Name:
Address:
By: Developers Three, Inc., a Florida
corporation, its Partner
By:
Print Name:
Name: Gerald R. Agresti Address:
Title: President
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of physical presence or ❑
online notarization this day of , 2024, by Gerald R. Agresti, as the
President of Developers Three, Inc., a Florida corporation, the Partner of PETERS CREEK
INVESTMENTS, LLP, a Florida limited liability partnership, on behalf of the limited liability
partnership,who is personally known to me.
Print Name:
Notary Public
State of Florida at Large
My Commission Expires:
[End of PCI signature pages]
F:\Contract\ccua\Saratoga Springs-Memorandum of Understanding(CC,CCUA,PCI)_(19746926)_(2)Feed Mill Rev.7.1.24.docx
8
EXHIBIT A
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