HomeMy WebLinkAbout08.b EDB Right of First Refusal. Peters Creek WRF Expansion EXECUTIVE SUMMARY
AGENDA ITEM:
Approval of Right of First Refusal Agreement-Peters Creek Water Reclamation Facility (PCWRF)
Expansion Property
CCUA Project No.: 2211-0041
Date: July 1, 2026
BACKGROUND:
CCUA staff is planning for the long-term expansion of the Peters Creek Water Reclamation Facility
(PCWRF) to accommodate projected wastewater demands within the Peters Creek service area.
Master planning identified the need for approximately thirty (30) acres of adjacent property to
support the phased expansion of the facility from its existing capacity of 1.5 million gallons per
day(MGD)to an ultimate buildout of 10.0 MGD.
The property identified for future expansion is currently owned by Reinhold Corporation and Klare
Timber, LLC and is subject to an active purchase agreement with another party. While CCUA
initially pursued acquisition of the property, the owner has indicated they are not prepared to
proceed with a sale at this time due to ongoing planning associated with the proposed Peters Creek
Business Park. As the final layout and development footprint of the business park may change,the
owner wishes to retain ownership until those plans are further defined.
To preserve CCUA's opportunity to acquire this strategically located property in the future, staff
negotiated a two-year Right of First Refusal(ROFR)Agreement.Under the agreement,if the owner
elects to sell the property during the term of the agreement, CCUA will have the first opportunity
to purchase the identified expansion area by matching the terms of a bona fide third-party offer.
The agreement also provides flexibility for the final acquisition area to be adjusted, by mutual
agreement, to accommodate future business park planning while ensuring the property remains
adjacent to the existing treatment facility.
Approval of the ROFR will protect CCUA's long-term planning interests by preserving the
opportunity to secure property necessary for future expansion of the Peters Creek Water
Reclamation Facility without requiring an immediate property purchase.
RECOMMENDATION:
Staff respectfully request approval the Right of First Refusal Agreement with Reinhold Corporation
and Klare Timber, LLC for the future acquisition of property adjacent to the Peters Creek Water
Reclamation Facility and authorize the Executive Director to execute the agreement.
ATTACHMENTS:
Right of First Refusal
Peters Creek WRF Future Phasing Plan
//MB(Author)
//DD(Review/Final)
RIGHT OF FIRST REFUSAL AGREEMENT
This Right of First Refusal Agreement (this "Agreement") is made and entered into
as of day of , 2026 (the "Effective Date"), by and between Klare
Timber, LLC ("Klare Timber") and Reinhold Corporation, a Florida corporation ("Reinhold"
and collectively with Klare Timber, "Owner"), and Clay County Utility Authority, an
independent special district of the State of Florida ("Holder"). The parties to this
Agreement are Owner and Holder.
RECITALS
A. Reinhold is the fee simple owner of certain real property located in Clay County,
Florida, identified in county records as Parcel No. 01-06-25-010337-000-00, with
Owner's mailing address shown as "Reinhold Corp PO Box 515, Penney Farms
FL 32079." Klare Timber is the fee simple owner certain real property located in
Clay County, Florida, identified in county records as Parcel No. 01-06-25-010337-
002-00, with Owner's mailing address shown as "Klare Timber, LLC 1845 Town
Center Blvd, Fleming Island, FL 32203". The foregoing references to Parcel Nos.
are not the legal description of the Property and do not specifically identify the
Property.
B. Holder seeks a contractual right of first refusal to purchase a portion of Owner's
property described above to facilitate the future expansion of the Peters Creek
Water Reclamation Facility (the "Peters Creek WRF"), with an identified
prospective site consisting of approximately 32.71 acres within a larger tract as
reflected in this Agreement.
CONSIDERATION
FOR AND IN CONSIDERATION of the foregoing premises and Ten and No/100 Dollars
($10.00) in hand paid by each party to this Agreement to the other, and for other good
and valuable consideration, the receipt and legal sufficiency of which is hereby expressly
acknowledged, Owner and Holder agree as set forth below.
AGREEMENT
1. Grant of Right of First Refusal.
1.1 Grant. Owner hereby grants to Holder an exclusive and continuing right of first
refusal (the "ROFR") during the Term (as defined below) to purchase the Property
(as defined below) on the terms and conditions set forth herein. The ROFR is a
contractual right, not a conveyance of any present interest in real property.
1.2 Property. The property subject to this ROFR is that certain portion of Owner's
lands located within Clay County, Florida, more particularly depicted on Exhibit B
(Concept Map) and consisting of approximately 32.71 acres, together with all of
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Owner's right, title, and interest, if any, in and to improvements, rights, privileges,
and appurtenances thereunto belonging, inclusive of any and all mineral rights and
interests owned by Owner (collectively, the "Property"). Following completion of
the Survey and the parties' approval of the as surveyed metes and bounds legal
description of the Property, the parties shall amend this Agreement to attach such
legal description as Exhibit A (Legal Description).
2. Term; Duration.
2.1 Term. The ROFR shall commence on the Effective Date and continue until the
earlier of (a) two (2) years after the Effective Date, (b) the date the parties enter
into a definitive purchase and sale agreement for the Property, unless earlier
terminated pursuant to this Agreement, or (c) a termination as described herein
(collectively, the "Term").
2.2 Reasonableness of Duration. The parties acknowledge and agree that the
ROFR is a contractual restraint analyzed for reasonableness during the Term and
is not subject to the rule against perpetuities.
3. Triggers; Transfers Subject to ROFR.
3.1 Triggering Event. If at any time during the Term, Owner (a) receives a bona
fide written offer from a third party to purchase the Property (or any portion thereof),
which Owner is willing to accept, or (b) otherwise manifests a present willingness
to sell the Property on stated terms to a third party, then a "Triggering Event"
(herein so called) occurs and Owner shall comply with the notice and offer
procedures in Section 4.
3.2 Covered Transactions. The ROFR applies to proposed voluntary transfers for
value of fee title to the Property (including sale, exchange, or conveyance as part
of a bulk or package transaction), whether the Property is to be sold alone or with
other real property (each a "Covered Transaction" and collectively, "Covered
Transactions"). The ROFR cannot be circumvented by including the Property
within a larger transaction.
3.3 Excluded Transactions. The ROFR does not apply to involuntary or judicial
sales, including foreclosures, receivership sales, court-ordered transfers, or similar
dispositions and the foregoing shall not be considered Covered Transactions.
3.4 Non-Sale Transfers. Gifts and charitable transfers to a third party shall be
considered Covered Transactions subject to the ROFR, and if there is any question
as to the value of the Property to be used, then a bona fide third-party appraisal
shall be ordered by Holder at the joint cost of Holder and Owner for purposes of
the definitive purchase and sale agreement for the Property. Corporate
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reorganizations or affiliate transfers of the Owner are excluded from the application
of the ROFR.
4. Owner Notice; Offer; Holder Election.
4.1 Owner's ROFR Notice. Upon a Triggering Event, Owner shall deliver to Holder
a written notice (the "ROFR Notice") including: (a) a complete and accurate copy
of the draft or executed letter of intent (as the case may be) or draft purchase and
sale agreement and all exhibits, schedules, side letters, and amendments; and (b)
all material terms and conditions, including price, payment terms, contingencies,
allocation of costs, closing date, and any non-cash consideration. Notwithstanding
anything to the contrary in this Agreement, Owner may redact the identity of the
proposed purchaser.
4.2 Exercise Period. Holder shall have thirty (30days after receipt of a complete
ROFR Notice (the "Exercise Period") to deliver to Owner written notice of its
irrevocable election to exercise the ROFR (the "Exercise Notice"). A simple written
announcement of Holder's desire to exercise delivered to Owner in accordance
with the terms of Section 9 shall suffice as an exercise as to form; however, Holder
must agree to match the essential terms of the third-party offer as required by
Section 4.3. If Holder elects not to exercise the ROFR, then Holder shall deliver
notice to Owner stating the same.
4.3 Matching Terms; Exact Compliance. To be effective, Holder's election must
match the essential economic and material terms of the third-party offer in all
material respects, including purchase price, deposit amount, financing terms (if
any), contingencies, closing timeline, and any material non-price terms. If the third-
party offer includes property in addition to the Property, the Owner must allocate
the total consideration fairly and reasonably to the Property for purposes of ROFR
exercise; the allocation shall be disclosed in the ROFR Notice and be subject to
Holder's acceptance or dispute resolution under Section 12.
4.4 Failure to Exercise; Permitted Sale Window. If Holder does not timely and
effectively exercise the ROFR or if Holder elects not to exercise the ROFR as
provided in Sections 4.2 and 4.3, Owner may proceed to sell the Property to the
third party on substantially similar terms as those set forth in the ROFR Notice;
provided, however, the purchase price offered to a third party shall be no less than
95% of the purchase price set forth in the ROFR Notice. If Owner enters into a
contract with a third party as permitted under this Agreement and such contract is
terminated during the Term of this Agreement, then Holder's rights under this
Agreement are renewed for the remainder of the Term [and Owner shall notify
Holder of such termination].
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4.5 Waiver of ROFR. If Holder does not timely and effectively exercise the ROFR
or if Holder elects not to exercise the ROFR as provided in Sections 4.2 and 4.3,
then promptly following Owner's request, Holder shall execute and deliver a written
waiver of the ROFR.
5. Post-Exercise Procedures; Purchase Agreement; Closing.
5.1 Purchase Agreement. Within [ (30)] days (the "Negotiation Period") after
Holder's timely Exercise Notice, the parties shall negotiate in good faith and shall
use commercially reasonable efforts to execute a commercially reasonable
purchase and sale agreement consistent with the matched terms, incorporating
customary Florida provisions for vacant land transactions and the procedures in
this Section 5. If the third-party offer included a signed agreement, the parties shall
use the same form, modified only as necessary to substitute Holder as purchaser
and to reflect any allocations or agreed clarifications.
5.2 Deposits. Holder shall deliver any required earnest money deposit in the
amount and manner matching the third-party offer within forty-five (45) business
days after mutual execution of the purchase agreement.
5.3 Due Diligence; Title and Survey. Holder shall receive a due diligence period
matching that afforded to the third party (or, if none, [one hundred and twenty(120)]
days) to review title, survey, environmental, land use and zoning approvals, and
other inspections. Title objections and cure rights shall mirror those in the third-
party offer.
5.4 Closing. Closing shall occur on the third-party closing date or, if not specified,
within [thirty (30)] days after the expiration of Holder's due diligence period, time
being of the essence.
5.5 Costs and Prorations. Closing costs, prorations, and documentary
stamp/recording charges shall be allocated as provided in the third-party offer or,
if not specified, in accordance with local custom for similar transactions.
5.6 Failure to Agree. If the parties cannot finalize a purchase agreement during the
Negotiation Period consistent with this Section 5 despite commercially reasonable
efforts, then either party may terminate this Agreement, following which neither
party shall have any further rights or obligations under this Agreement.
6. Adjustments to Site; Substitutions.
6.1 Site Adjustments. The parties acknowledge Holder is agreeable to adjusting
the final site location within the general area shown on Exhibit B, provided that title,
survey, and environmental conditions of any substituted parcel do not have a
material adverse effect on Holder's intended use of the substituted parcel and the
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substituted parcel remains situated adjacent and contiguous to the current Peters
Creek WRF site now owned by Holder. If either party requires a site adjustment
and the other party does not agree to such site adjustment then the first party may
terminate this Agreement, following which neither party shall have any further
rights or obligations under this Agreement. Any agreed adjustment shall be
documented by amendment and updated exhibits.
6.2 Acreage References. Current planning materials reference approximately
32.71 acres of land acquisition area within the contemplated expansion area; final
acreage shall be as confirmed by survey and mutually agreed adjustments.
7. Assignment; Successors and Assigns.
7.1 Holder Assignment. Holder may not assign this Agreement or its ROFR rights
to any third party without Owner's prior written consent, not to be unreasonably
withheld, conditioned, or delayed.
7.2 Binding Effect. This Agreement shall run with and bind the Property during the
Term and inure to the benefit of and be binding upon the parties and their
respective permitted successors and assigns.
8. Surveys; Legal Description; Exhibits.
8.1 Survey and Legal Description. Within sixty (60) days after the Effective Date,
the parties shall cooperate to obtain or update a boundary survey (the "Survey") at
the and the sole cost of Holder sufficient to produce a recordable and mutually
agreeable legal description for Exhibit A. If following completion of the Survey and
both parties' approval of the as surveyed metes and bounds legal description of
the Property, either party requires a site adjustment (as described in Section 6.1)
and revisions to the Survey, such party shall pay the costs to revise the Survey.
8.2 Concept Mapping. The concept map attached as Exhibit B reflects current
planning for the Peters Creek WRF vicinity and the contemplated expansion area
within Owner's parent tract. It is provided for reference and will be updated
following mutual agreement of the parties to reflect any agreed site adjustments.
9. Notices.
9.1 Writing; Methods. All notices shall be in writing and delivered by: (a) personal
delivery; (b) nationally recognized overnight courier; (c) certified U.S. Mail, return
receipt requested; or (d) email with confirmation of transmission if followed by one
of (a)-(c) within two (2) business days. A Holder exercise announced by email
satisfies form requirements if timely delivered, provided the matching requirements
of Section 4.3 are met.
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9.2 Addresses.
Owner: Reinhold Corporation and Klare Timber, LLC
Address: 1845 Town Center Boulevard, Suite 105,
Fleming Island, Florida 32003
Attn: Liam O'Reilly
Email: loreilly@cathedraloak.com
Holder: Clay County Utility Authority
Address: 3176 Old Jennings Road,
Middleburg, Florida 32068
Attn: Melisa Blaney Development Services Manager
Email: mblaney@clayutility.org
10. Recordation; Priority.
10.1 Recordation. The parties intend this Agreement (or a memorandum of ROFR)
shall not be recorded in the Official Records of Clay County, Florida
10.2 Priority. The effectiveness of this Agreement against subsequent purchasers
or creditors without notice depends on proper recordation, and priority is
determined by the sequence of official recording numbers as provided by Florida
law.
11.Remedies.
11.1 Specific Performance; Injunctive Relief. In the event that (a) Owner enters into
an agreement with a third party for a Covered Transaction without first providing
the Offer Notice to Holder or(b) Owner does not negotiate with Holder in good faith
during the Negotiation Period, then the parties acknowledge that monetary
damages may be inadequate and that the ROFR may be specifically enforced,
including by injunction to restrain a transfer in violation of the ROFR and by decree
compelling Owner to honor Holder's matching rights. The parties agree that in the
event that either party breaches any other covenant or obligation under this
Agreement, then the non-breaching party's sole remedy shall be to terminate this
Agreement, following which neither party shall have any further rights or
obligations under this Agreement.
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11.2 Preserved Claims. All rights and remedies are cumulative and not exclusive.
Notwithstanding the foregoing, Holder and Owner specifically waive the right to
seek consequential, speculative or punitive damages. Dispute Resolution.
12. Good-Faith Resolution.
12.1 Good-Faith Resolution. The parties shall confer in good faith for ten (10)
business days upon written notice of a dispute.
12.2 Expert Determination. Disputes regarding valuation matters shall, failing
agreement, be determined by an independent MAI appraiser jointly selected (or,
failing agreement, appointed by a circuit judge in Clay County) whose
determination shall be final and binding, absent manifest error.
12.3 Venue; Jurisdiction. Exclusive venue shall lie in the state courts of the Fourth
Judicial Circuit in and for Clay County, Florida, and the parties consent to
jurisdiction therein.
12.4 Attorneys' Fees. The substantially prevailing party in any action arising out of
this Agreement shall be entitled to recover its reasonable attorneys'fees and costs,
including on appeal.
13.Representations; Covenants.
13.1 Authority. Each party represents that it has full power and authority to execute
and perform this Agreement.
13.2 Cooperation. Owner agrees to provide timely ROFR Notices and all materials
necessary for Holder's evaluation and to execute such instruments as are
reasonably necessary to effectuate the purposes of this Agreement.
13.3 No Brokerage. Each party represents it has dealt with no broker in connection
with this Agreement. If any claim arises for a broker engaged by a party, that party
shall defend and hold the other harmless.
14.Miscellaneous.
14.1 Entire Agreement; Amendments. This Agreement constitutes the entire
agreement with respect to the ROFR and may be amended only by a written
instrument signed by both parties.
14.2 Severability. If any provision is determined to be invalid or unenforceable, the
remaining provisions shall remain in full force, and any invalid provision shall be
reformed to the minimum extent necessary to be enforceable under Florida law
concerning reasonable restraints on alienation.
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14.3 No Waiver. No waiver shall be effective unless in writing and signed by the
waiving party.
14.4 Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts and by electronic signatures, each of which shall be deemed an
original and all of which together constitute one instrument.
14.5 No Option; No Obligation to Sell. This Agreement does not obligate Owner to
sell the Property; it grants Holder a preemptive contractual right to purchase if and
when Owner elects to sell during the Term.
15.Special Planning Acknowledgments.
15.1 Planning Coordination. The parties acknowledge Owner's intention to
coordinate with appropriate County entities regarding the potential East/West
Parkway and Green Cove Springs Bypass alignment and that the Term of this
ROFR is designed to allow such coordination.
15.2 Utilities Purpose. The contemplated use relates to the Peters Creek WRF
expansion and associated utility facilities, and a new utility easement and
temporary construction easement have been conceptually identified in planning
materials; final easement locations and terms may be established, at the parties'
election, in any definitive purchase and sale agreement completed hereunder or in
separate easement agreements.
15.3 Entitlements. Holder acknowledges and agrees that the Property and other
property owned by Owner and located in the vicinity of the Property ("Owner's
Other Property") are subject to that certain Peters Creek Business Park Planned
Unit Development zoning approved under Clay County Ordinance 2006-56 and
related future land use designation(s) and that certain Type II Development
Agreement Between Reinhold Corporation and Clay County with Clay County
Agreement/Contract # 07 /08-173 and recorded in Official Records Book 3058,
Page 1505 of the official public records of the Clay County, Florida (collectively, the
"Existing Entitlements"). Additionally, Holder acknowledges and agrees that during
the Term, Owner or a contract purchaser of Owner's Other Property may seek to
modify the Existing Entitlements, provided, however, that such modification shall
not materially restrict Holder's intended use of the Property as an expansion of the
Peters Creek WRF currently owned and operated by Holder. Holder agrees that it
shall not object to or otherwise interfere with such modification of the Existing
Entitlements. If Holder objects to otherwise interferes with such modification of the
Existing Entitlements, then Owner may terminate this Agreement, following which
neither party shall have any further rights or obligations under this Agreement.
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OWNER: REINHOLD CORPORATION, a Florida corporation
By:
Name:
Title:
Date:
OWNER: KLARE TIMBER, LLC, a limited liability company
By:
Name:
Title:
Date:
HOLDER: CLAY COUNTY UTILITY AUTHORITY, an independent special district of the
State of Florida
By:
Name:
Title:
Date:
Notary Acknowledgments
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of [physical presence
or online notarization], this day of , 2026, by
as of REINHOLD CORPORATION, a Florida corporation,
who [is personally known to me/produced as identification].
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
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STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of [physical presence
or online notarization], this day of , 2026, by
as of KLARE TIMBER, LLC, a Florida limited liability
company, who [is personally known to me/produced as
identification].
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF CLAY
The foregoing instrument was acknowledged before me by means of [physical presence
or online notarization], this day of , 2026, by JEREMY D.
JOHNSTON P.E. as EXECUTIVE DIRECTOR of CLAY COUNTY UTILITY AUTHORITY,
an independent special district of the State of Florida, who [is personally known to
me/produced as identification].
Notary Public, State of Florida
Print Name:
Commission No.:
My Commission Expires:
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Exhibit A
Legal Description/Survey
[to be attached upon completion]
Property Owner: Reinhold Corporation & Klare Timber, LLC
Parcel No.: 01-06-25-010337-000-00 & 01-06-25-010337-002-00
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Exhibit B
Concept Map
Reinhold Corp./Klare LLC: Peters Creek WRF Future Expansion
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