001Well, good afternoon. Oh, it's not afternoon. Good morning. Good morning. Okay, we're off to a great start. Happy new year and welcome everyone. We're happy to have everyone here today. Today is Tuesday, January 6th, 2026 and we're here for the purpose of discussing the Hungerford property. The public will not the general public will not have an opportunity to participate in this morning's work session to provide public comment because this is not a regular scheduled schoolboard meeting. No action will be taken today and there'll be no open public comment period. We want to thank everyone that's here today for joining us and to my fellow board members, district staff, and anyone speaking into the microphone to the board and the public, please make sure that the microphone's turned on. Speak directly into it so our YouTube
002and Orange TV viewers can hear you clearly. And so now we will take a moment, pause for a moment of silence, and we'll invite you to join us in the pledge of allegiance. And now for the pledge. I aliance to the flag of the United States of America and to the republic for which it stands. One nation under God, indivisible, with liberty and justice for all. All right. I'm going to call on the superintendent in just a minute, but I do also want to recognize we have members of the esteemed members of the town of Edenville Council, and we're pleased and thrilled to have you with us. We have members of the Dr. Phelps Foundation, including the chief executive officer and president of the Dr. Phillips Charities, Ken Robinson. Great to have you with us.
003And have a really really important topic that we're going to be discussing today. And so with that, let me turn it over to our superintendent. Thank you, Madam Chair, and happy new year to everyone. On September 30th, the school board voted unanimously to enter into a memorandum of understanding with the Dr. Phillips foundation or Dr. Phillips Charities. since then the two entities have been working on a proposed contract. The purpose of today's work session is to present elements of the proposed contract and give the board an opportunity to have discussions and ask questions. And with that, I'm going to turn it over to our general counsel for the presentation. Mr. Palm Marini. Thank you, madame superintendent. Members of the board, do you all see the PowerPoint in front of you? Because I do not see
004it up on the screen. Technology Sorry. Do you all have it? You see it now? Yes. good morning, members of the board, members of the town council, Dr. Philips Charities. as the superintendent stated, this is the, presentation on the draft contract, between the school board and the, Dr. Philips Charities with regard to the Hungerford property. did want to give just a brief overview of where we've been. as you all remember, on September the 30th, the board voted unanimously to enter into the memorandum of understanding with the Dr. Phillips Foundation. the Dr. Phillips charities agreed to negotiate a fair purchase price in thatou for the Hungerford property. they did agree to pay $1 million upfront in exchange for a transfer of the property and there would be a remaining balance that would be negotiated of the
005purchase price and that remaining balance would be forgiven upon the achievement of certain milestones. And I just wanted to go over what those milestones were in the September 30th 2025U. By the end of year two, there would be significant progress on infrastructure, including development of extensive green space and a pavilion for community festivals. By the end of year three, there would be completion of an Eatenville early learning center. in there was enrollment priority would be given to residents of the town of Eatenville and the children of teachers and support staff employed at Hungerford Elementary. our elementary school. By the year of end by the end of year four there would be establishment of a community hub and a healthcare facility and that would be named with resident input from the town of Eatenville. There would
006be a town center and a history center museum. Land would be set aside for construction of a town center and a history center museum. the land would be donated for the town center and the history center. Upon construction fund once construction funding was secured and as part of that deal in consideration for the donation of land is that the students attending schools operated by the school board of Orange County, Florida would be given free admission to the history center museum owned and operated by the town. The agreement also contained milestones for affordable housing. it said any affordable deedestricted single family housing would have a preference for the residents of the town of Eatenville. Instructional and education support employees of the school board and first responders employed by the town of Edenville. for affordable dwelling units,
007a percentage would be made available for seniors with modified annual fees. And theou said approximately 4 to 6 acres would be transferred by a deed to the town of Eatenville for a multifamily affordable housing project. again, our employees would have gotten, our instructional and educational support employees of the school board would have gotten, priority, for some of those multi-family units of affordable housing. So, on September 30th, the board in approving theou did a couple things. one, it declared the property at Hungerford no longer needed for educational purposes under 101328. And the board also found that theou was in the best interest of the public. Of course, that statute requires that any sale be completed in the best interest of the public. And the board and in approving that uhou and resolution did that on September
00830th. So coming out of that uhou we then had to sit down and negotiate a purchase and sale contract with Dr. Phillips Charities. and over the course of October, November, and December, my staff and outside counsel Chris Wilson and Sergio Ruiz, our staff attorney for construction, engaged with Dr. Phillips and their lawyers at Lounge to negotiate a purchase and sale agreement. So, we are here today. We have a draft of it. It's been provided to the board. It's been provided to the town. I believe it was December 19th. Both provided to the board and to the town. and what I want to do is go over some of the provisions of the contract. I'm not going through every last provision of the contract. A lot of it's legal boilerplate that makes my eyes glaze over
009and I'm actually paid to read legal boilerplate, but I did want to hit the high points of the agreement for the board. So, highlights of the agreement. Paragraph 4. The purchase price for the agreement is $14 million. 13 million of which may be forgiven based upon certain milestones being met. 1 million is going to be paid at closing. So, it is a $14 million contract and you will see that there are certain amounts being forgiven for certain projects that are being com contemplated in this agreement. And it requires good faith commercially reasonable efforts by Dr. Phillips charities. and we'll talk about what that is, but it is a $14 million contract, but up to 13 million could be forgiven based upon meeting milestones. paragraph five talks about the FTO Florida Department of Transportation acreage. So,
010just to give the board knows this history, but to give members of the public some history, in 2008, we were completed a sale to the Florida Department of Transportation. And as you remember, I4 was being expanded, widened, and they had some need for drainage coming off of I4 and needed some of our property. So, it was about a 5 acre tract. we were paid $6.4 million for that property. And now we are in the midst of negotiations with the Florida Department of Transportation. We're close to finalizing an agreement on that where they will convey the property back to the district at no cost. provided that we give them a drainage easement over the property in perpetuity. So there was some uncertainty from Dr. Phillips about the nature of the property and what we agreed with
011respect to the FDOT parcel is that they will during the inspection period which is 180 days they will go ahead and inspect the property. They being Dr. Phillips, let me make sure I'm clarifying my pronouns. Dr. Phillips will inspect the property and then we will sit down with them to negotiate terms. maintenance obligations and rights with respect to the property during that inspection period. So Dr. Phillips is going to go ahead and inspect that portion of the property and we may be coming back to you with an additional agreement with respect to that five acres. But that's how we're handling it. Dr. Phillips will inspect. We will then re-engage on negotiations to see what if any changes need to be made to the agreement. Paragraph six. And this paragraph is the paragraph which highlights the
012portions of the purchase price which would be forgiven based upon completion of milestones. So the first is a community green space and pavilion. three acres will be dedicated for the community green space and the and an outdoor covered pavilion of at least 4,000 square ft. Upon completion of the community green space in the pavilion, $5 million of the purchase price would be forgiven. construction will begin within two years of the closing date of the sale and will be completed within one year of construction being commenced and following completion of construction the green space and pavilion will be donated to the town of Eatenville. The next provision is the early learning center. the early learning center will be no less than 3,000 square ft and it will be engineered, permitted, constructed and granted a certificate of
013occupancy within three years. If this is accomplished, $5 million of the purchase price will be forgiven. And to the extent permitted by law, the children of the faculty and staff at Hungerford Elementary will be given enrollment priority at the early learning center. So to the extent permitted by law, I know there was some questions with regard to that. We're not aware of anything that would prohibit that enrollment priority. But in case there is any legal dispute, this is basically being put in there for, you know, severability purposes. In case some portion of the agreement were ever to be held unlawful, we could sever it out and the rest of the agreement would remain standing. But there is nothing in in our research that would indicate there's anything unlawful about our staff's children getting enrollment priority
014at the early learning center. the community hub healthc care facility. that community hub healthcare facility will be engineered, permitted, construction, and be granted a certificate of occupancy within four years. within one year of the closing date, Dr. Phillips will obtain formal approval from the town of Eatenville for the project. If the town of Eatenville fails to approve the community hub healthcare facility or fails to have a vote of the community hub healthcare facility after commercially reasonable and good faith efforts by Dr. Phillips charities, the community the hub purchase price of $2.5 million will be forgiven. If the community hub healthcare facility is built, the $2.5 million of the community hub purchase price will be forgiven. The community hub shall be named by Dr. for Phillips after soliciting input from residents of the town of Eatenville.
015this is one of the provisions with respect to that doc commercially reasonable and good faith efforts. We talked about that commercially reasonable and good faith efforts as as we contemplate it is Dr. Phillips takes the affirmative steps necessary to go to the town to apply to build this facility to try to obtain a vote from from the town. And through those efforts, if they apply, if they ask the town for a vote, and if the town either doesn't hold a vote or votes it up or down, that to us would be commercially reasonable and good faith efforts. What would not be commercially reasonable and good faith efforts is if the town did or if Dr. Phillips did absolutely nothing to try to push this community hub healthcare facility forward if they didn't apply to build
016it, if they didn't do what was necessary to obtain the town's approval. So, we don't anticipate Dr. Phillips failing to make an effort given their conversations with us, they are ready to make said efforts and to commit to building these projects. So, we don't anticipate that Dr. Phillips not making commercially reasonable and good faith efforts but that provision is in there to ensure that contractually we have a mechanism to ensure that they are making those efforts. the town hall history museum a portion of the land not to exceed 4 acres will be set aside for construction of a new town hall and a history museum. Dr. Philips Charities will identify the legal description of the town hall parcel within one year of the closing date together with any condition that the town is required to
017meet for donation of the town hall parcel. Upon conveyance of the portion of the property to the town or after the town refuses conveyance after Dr. Phillips commercially reasonable and good faith efforts to donate, this condition will be deemed satisfied and $500,000 of the purchase price will be forgiven. Again, if Dr. Phillips approaches the town say we want to build your town hall and your town museum and we've identified this portion of the property to do it and doc and the town says they can't reach an agreement that would be a commercially reasonable and good faith effort if there is no effort whatsoever by Dr. Phillips that would obviously not be met there. affordable housing that to be clear on this there is no p portion let me try that again in English there is
018no portion of the purchase price how's that for alliteration this early in on mon Tuesday morning that is being forgiven there's no forgiveness of a purchase price here but this describes the affordable housing efforts that Dr. Phillips will undertake. as with theou, any deedestricted single family affordable housing will be initially provided to the then current residents of the town of Eatenville, the then current instructional and education support employees of Orange County Public Schools, and first responders then employed by the town. Any deed restricted single family affordable housing will reserve 10% of the units for sale to seniors age 55 or and older. Approximately four to six acres of the property to be set aside for multifamily affordable housing. The location of and size of affordable housing shall be determined by Dr. Phillips within four years
019of the closing date. Dr. Phillips will provide written notice to the district and town once it determines the location and size of affordable housing. The notice will include reasonable conditions and restrictions which may include the right of first offer of sale to instructional and education support staff of OCPS. The town will then provide a vote on the request to develop affordable housing by Dr. Phillips within 90 days. The designation of affordable housing will expire and be of no further force in effect if the town fails to consider or denies the affordable housing notice within 90 days. affordable housing will be provided within 10 years of the closing date and again there's no price being forgiven here. So I think Dr. Phillips is contemplating going to the talking with the town about you know respect to
020affordable housing and how that's going to be planned going into the future. I there's talk about the town's housing plan. That's all discussions that Dr. Phillips and the town will have subsequent to the purchase and sale of this Paragraph six again, the Dr. Philips charity shall work in good faith using commercially reasonable efforts to obtain satisfaction of the above conditions honor before 10 years of the compliance date. So we're giving them a wide runway in this agreement to get everything done before we talk about whether or not what the what payment of purchase price is necessary. so if there's a complete lack of good faith efforts by Dr. Phillips to meet all of the conditions above, so let's say Dr. Phillips purchases the land and they do absolutely nothing and they do absolutely nothing for
021the 10-year compliance period. They would then owe us $13 million, the remainder of the purchase price. Again, we do not anticipate Dr. Phillips will do that. but that is in there in case that there is absolutely no effort to develop the property. if Dr. Phillips works in good faith but is not able to satisfy any of the condition above meaning they don't build the community green space pavilion the early learning center the town hall and history museum and the community hub healthc care facility and they don't do any of it but they've made good faith efforts to do all of it then the Dr. Phillips will pay the district 6.5 million or half of the 13 million purchase price within 30 days of the expiration of the compliance date. So if they make their good
022faith efforts and they don't do any of it because for whatever reason they can't reach agreement with the town, they don't get the appropriate, you know, zoning comprehensive plan necessary or they their building application is permitted, but they've made good faith efforts, they'll pay us half if Dr. Phillips charities works in good faith and some of the conditions are met but others are not then the amount identifying the condition is being waved will be waved but Dr. Phillips will pay half of the identified price for the conditions for those not completed. So as an example if the community green space and pavilion is built then the $5 million of the purchase price will be waved. But if the early learning center were not to be built and they've made good faith efforts, $2.5 million or
023half of the $5 million we would have waved if the property was complete or if the early learning center was completed, they'll have to pay half of that purchase price of 2.5 million. All right, paragraph seven. there's an inspection period of 180 days for testing for hazards and toxic substances, waste, materials, pollutants, contaminants. That's rather standard in these types of agreements. paragraph 10, closing is 45 days after the expiration of the 180day period. except as otherwise noted in the agreement, we're selling the property as is, meaning we're making no representations as to the condition of the property, but they're going to go ahead and inspect the property during that 180day periods. paragraph 19, as to Dr. Phillips charities and the board, Dr. Phillips agrees that our liability is subject to the limitations set forth in
024section 76828. And Dr. Phillips has agreed that the board does not wave its entitlement to sovereign immunity as a matter of constitutional law, statutory law, and common law. we don't think we're going to need these provisions given our working relationship with Dr. Phillips, but these provisions are there to protect the board in case that is that becomes an issue. So I then wanted to turn really briefly to just some questions that some that were had during the whole per portion of reviewing this contract and sale. what happens to the proceeds of the sale when we get the money? that's controlled by the state requirements for educational facilities. that's the state adopted rules about how we construct, build, and dispose of property. And under SREF, proceeds of the sale shall be credited and shall only be
025expended on capital outlay projects. So money that we gain from sale of property has to go back into our capital outlay budget. and then we've had this discussion before, but I just wanted to discuss the statute in terms of, you know, the best interest of the public. So, under the statute 101328, when disposing of property, the board shall only do so in the best interest of the public. And so, I wanted to discuss the best interest of the public in the context of this agreement. the board's interest in having the early learning center being built. obviously the board has an interest in having that early learning center being built. That means children are going to get early childhood education. They're going to come to elementary schools that we operate better prepared to achieve once they
026get there and they'll be better positioned. I think the studies are legion that the earlier it's education starts for children, the more they come in in advance and the better they do throughout their academic careers because they had that basis early. That is certainly in the best interest of the public in our view as contemplated under 101328 for students to come to our schools better prepared to learn. With respect to the community hub and healthcare facilities, having our children be healthier, you know, when they are getting treated at medical facilities for any illness or or disease or any ailments that they have. you know rather than getting getting that treatment at a healthc care facility rather than putting the strain on our resources to deal with those children when they're at school. Obviously we will
027take care of children who get ill at our schools in our clinic and through clinic services but having children come to school healthier is in the best interest of the public. Having students being able to come to school more and not be absent because they have access to healthc care facilities within their area is in the best interest of the public in our view as contemplated under the statute. I don't mention it in the PowerPoint but obviously with respect to the history museum and our children going to the history museum obviously that is an educational benefit for our children and in the best interest of the public for our children to go and have access to highquality in you know instruction and presentations with respect to African-American history and the history of the town of
028Eatenville. And we think that would be in the best interest of the public for our students to have free access to a history museum where they would get the history of the town of Eatenville and the African-American community in in greater Orange County. with respect to affordable housing, obviously having housing that's affordable for our employees, our instructional staff and support staff is in the best interest of the public. as we know, one of the barriers that we have in hiring and retaining instructional and support employees is access to affordable housing so they can live in Orange County and work here. And the state has recognized that actually because one of the express authorities that this board has with respect to what it can do is providing affordable housing for its employees. So section 10,143 subsection
02912 states that the school board may use portions of school sites purchased within the guidelines of as of SRF land deemed not usable for educational purposes because of location or other factors or land declared surplus by the board may be used to provide sites for affordable housing for teachers and other district personnel. And now the board can be in charge of itself of building affordable housing although we don't do construction in that kind. We don't do housing construction. So it says we can do it independently or in conjunction with other agencies as described in subsection 5 of 10143. So an agency described within subsection 5 of 10143 are business community partnerships. Obviously a partnership and an agreement with Dr. Philips charities would constitute a business community partnership with respect to building affordable housing. So having
030our employees have access to affordable housing and priority for it is something that would be in the best interest of the public and in support of this sale. One of the last things that I wanted to raise is one of the issues that was raised was the development of a strong tax base. Right? So, I do want to point out that this agreement and the things that we've just discussed, the community hub, healthc care facility, the town museum, and the town hall, the pavilion, and the early learning center, that takes up a smaller portion of this site. So, it is not the full 100 acres that we are contemplating selling here. So, there is a great deal of property that is still available that is available for discussions between Dr. Phillips who would be the
031land owner and the town to talk about what are what kind of commercial development what kind of tax base are we going to have in here. So that is one of the things I wanted to point out. This is not the exclusive this purchase and sale contract is not the exclusive usage of the property. Right? So there it's going to be open for development of commercial commercial development, retail establishments, restaurants, grocery stores. There's going to be large portions of that property available for that. And I do want to remind for those of you who have been on the board for a while and for this is a reminder for those of you who are newer to the board, it may be some new information. we had an agreement for purchase and sale of this property
032back in I believe it was 2019. And part of that was we were going to on behalf of the town put out a request for proposal to get development entities to go ahead purchase the property. And we were going to get, I believe, $10 million of the proceeds for that property. And the town was going to get $4 million of that of the proceeds of that sale. And there was going to be development on that on the site. And so we had to go through I think it was a couple RFPs. You know, COVID was in the midst of this. So, you know, it shut down our processes for the better part of a year. We did put out an RFP. We got a vendor and they were going they presented development plans that necessitated
033a comprehensive plan. an amendment by the town of Eatenville. It would have brought this commercial redevelopment and the town declined to do the comprehensive plan changes. So this is we have been down this road before. We are hopeful that Dr. Phillips and the town upon completion of the sale can work together to find, you know, things that will be commercially viable within the town that will develop a strong tax base for the town and there's property left over as part of this purchase and sale for those discussions to occur. It does not in any way eliminate commercial development within the town. So that is the basics of the agreement. I'm happy to answer any questions that the board may have. Thank you, Mr. Palmerini. thank you. we are now prepared to have discussion and answer
034any questions the board might have. All right. Thank you, Dr. Vasquez. We have a number of board members who have questions. we also to be here to respond to any questions the board has or any issues that are raised. We appreciate you here. Do you have any comments you want to make before the board undertakes discussion? Okay. And we also as the board knows, we've invited the town council from Eatenville to join us so that they can provide their thoughts and inputs having had a chance to review the agreement, the proposed agreement. Board's pleasure, would you prefer to ask your questions now and then we'll hear from Okay, we'll do that and then we'll open it up to comments from the council and then we'll take that into consideration as well. Let me begin with
035member Gallo. Member Galla, you have the floor. Thank you, Madam Chair. so I do have a couple of questions in regards to the agreement. When Dr. Phillips acts in good faith, if Dr. Phillips Charities and the town of Eatenville are unable to come to a consensus, what happens to the property? like we're waving the fees, but then what happens to the property? Is a does the property then go to Eatenville? Does it stay with Dr. Phillips? What happens to that property if it's not developed? Property would stay with Dr. Phillips. They would be the owner of the property. And would they then get to decide what happens? Well, it would still have to get approved by the town council, whatever is built. That's correct. Okay. and then on the early learning center, which I love
036because as you mentioned, it's a precursor to really having students be successful in our schools. It all it all starts there. Hungenford is underenrolled. So, have we had conversations because I think there's 185 seats available there. Have we had conversations about putting an early learning center in Hungford being that building's already built instead of or even maybe while we're waiting for the early learning center to get built? Like could we do something sooner since we have space there? or would that 185 seats be enough for an early learning center and maybe we wouldn't have to spend the money to build that and they could use that for another purpose such as retail or or whatever is allowed in the agreement. Dr. Vasquez. Yeah. we have not had conversations about adding the early learning center at
037Hungerford. My understanding is what the or the conversations have been around modeling it similar to the early learning center that exists at Orange Center which incorporates medical services and therapies and begins with children who are six weeks of age. currently we do not have any program similar to that is run by the district and would require us to not only make modifications significant modifications to the building but also as far as the staffing because the requirements for that age group is significantly different than what we have for the four-year-olds. Okay. Thank you. I'm just thinking it's underenrolled. we're looking at under enrolled schools. If there's a way to utilize that those seats so that we could fill that campus, that would be preferable. Yeah. If that is something that Dr. Phillips charities would like to
038have further discussions on, we would have no issues with that. Okay. Thank you. and then so most of my questions were what happens to the land and you answered that already. Then the other question that I have is if as they move forward with and and I know the good faith probably covers this, but say the museum, I'm just picking that out just as a random thing, but say they go get through and they say, "You know what? I don't know that the museum's a good fit. I think that this there there's another thing that would be a better fit. Does this contract allow Dr. Dr. Phillips charities and the town of Eatenville to make a decision that moving forward, you know, there's something that we could do that would that would be better for
039the town of Eatenville than a museum? Are they allowed to work together to come to that conclusion without having to pay us money? Mr. Pomerini, I'm think you're prepared to respond to that. So what I would anticipate is, you know, if Dr. Phillips and the town came to us and said, "There's something different that we would want to do and maybe this would require us. We have a purchase and sale agreement that has certain things requirements built in, but we think this other project we're jointly agree is better." I think they would come to us saying, "Can we amend that provision?" And I certainly would think this contract is amanable to that in the future if they were able to do that. And I would think the board would be more than willing if the
040town and Dr. Phillips jointly came to us to say we think this would be better that we would do that. Okay. I just want to I just want to ensure that because needs change, things change. we've seen a huge shift amongst ourselves just in the last couple years have changed. I just want to make sure that there's flexibility built in for the town of Eatenville and for Dr. Ch Dr. Phillips charities to be able to do the good work they need to do in Eatenville that satisfies the needs of the people of Eatenville. Thank you. Excellent questions, Member Gallo. Thank you, Member Felder. Thank you, Chair. Good morning and happy new year to everybody. you may have addressed some of the questions, but as you were speaking, John, I was jotting down two things that
041of a concern to me in regards to our agreement with Eatenville and the Dr. Phillips charities. I do want to preface my statements with the fact that I'm sure that you know this, but I want to reiterate the fact that this is historical. This town is historical and there is a need for preservation in the climate that you know that we're living in with with regard to our government. I'm grateful that someone is able to come to assist with the preservation of our heritage and our history. And as educators, it is so imperative and I thank you for the comment you made regarding the children. There's a need for not just Eville children, for children across this district, this state, this country to know the history, the historical significance of the town of Eatenville. So
042now my one question is I hear this all the time and maybe you can help me understand it better. this whole idea of affordable housing. What is that? Mr. Pomeray, you're recognized. Thank you. Affordable housing, it's based upon, and forgive me, I should have looked this up, but there are certain percentages of mean household income that if you fall below a threshold for that, then you would be eligible to get affordable housing. And affordable housing obviously is housing that is below the market rate as far as what rent would be charged at a comparable unit that's not in an affordable housing complex. Now, I've heard the term, but I asked that question because in so many instances, it's been stated that people are living in affordable housing, but as the year, the month, the time
043goes on, they can no longer afford it. And so, that's why I asked the question because I needed that clarity in terms of the fact that if we have that, these people, there's no chance that it's going to be unaffordable. Is it just still depends upon the market rate again? Yeah, that I mean that the anticipation with this affordable housing is for it's and forgive me it's a period of of years and years and years that it will continue to remain affordable for folks to live in. And affordable means I've just looked up the statute. Monthly rents or monthly mortgage payments including taxes, insurance, and utilities that do not exceed 30% of that amount, which represents the percentage of the median adjusted gross annual income for households within the general area. Yeah, I am concerned
044because Eatenville has been living for a long time and residents have been in that town for a long time functioning and doing well. And I would hope that we'll be able to secure that for them. The other question is and you may have explained it, but I just need it again. You talked about the good faith effort. Could you explain what is the good faith effort? Good faith effort is Dr. Phillips going to the town of Eatenville saying, "I have plans to do this community pavilion and green space. I have plans to do the early learning center. I have plans to do all of the things that are listed in the agreement. And we are coming to you for seeking development approval. to the extent that where they want to put these certain types where
045the they want to put those projects that it requires a comprehensive plan change. Comprehensive plan of course is the general blueprint for how growth is accomplished within a municipality or a county. Zoning is the particular you know types of uses that are allowed in any certain area. Sometimes you can just have a zoning change without needing a comprehensive plan change and sometimes you need a comprehensive plan change and a zoning change. If those were required the Dr. Phelps would go to the town saying, "Hey, we want to initiate comprehensive plan changes or zoning changes that are necessary to allow us to do that kind of development." And if they are actively presenting the development plans, seeking the approvals for the comprehensive plan changes or zoning plans changes that are needed, that to us would be
046commercially reasonable, good faith efforts. if they sat there during that entire two-year period or three-year period and didn't do any of that and did not make the attempt to build what they've committed to building in the agreement, that would not be commercially reasonable good faith efforts in my view. Again, I would be dumbfounded if we found oursel if I found myself coming back to you saying, "Members of the board, I don't believe Dr. Phillips has made a commercially reasonable good faith effort." I would truly be astounded. But we left oursel that out to make sure that they have their feet being held to the fire proverbial fire to do what they've committed to do in this agreement. They've given us no indication of anything other than they're going to do what they're going to committed
047to do in this agreement. Yes. And I I believe that also, but my concern is that I'm hoping that the members of the town of Edenville and the powers that be that they are really working cohesively in making decisions regarding what they would like to do with the property. That is so important because even though you may not have the financial opportunity or the fi finances to do what you want to do to make your situation better, but there still should be some comment or some sort of concern for how you feel about what what is yours. And I believe that they will have good effort because as educators we do want the land to be used for good purpose and to do the right thing for those children that are coming along when all
048of us are long gone and we are a memory. Edenville still should be there and should be prosperous and should be doing the things that it needs to do for those children's children's children that are coming behind. And that is my concern. Again, I I agree. I think that the good effort would be there. But I just want to reiterate as a member of this board that is a concern that we have an empathy that we have with the city, with the town of Eatenville and what Dr. Phillips is doing, which is in my opinion is I appreciate the help because something great needs to be done with that property and with that land. Thank you so much for the breakdown. Thank you. Thank you, Member Felder. Thank you for those important questions. Member Vanos.
049Thank you, Madam Chair. you know, kind of going off of what member Felder said, it sounds like this agreement was really sort of structured to encourage collaboration between both Dr. Phillips and the town of Eatenville because if because you know Dr. Philip's ability to develop the property is really dependent upon the town council's decisions regarding zoning comp plan all of that and there is in you know it is in would be in the town's best interest to work with Dr. Phillips because if they don't and Dr. Phillips uses you know reasonable commercially you know good faith efforts the land reverts back to Dr. Phillips. So it seems like this agreement was sort of structured in a way that encourages collaboration among all parties. You recognos obviously it just like any development in any municipality or
050any county if you have to approve to the local entity in order to get your development approved. You have to submit your plans. You have to make sure you're going in a in a correctly zoned area. So there that obviously fosters cooperation between the land owner and the town in order or in order to get that development across the line and finished. And Dr. Phillips to their credit has said they are looking to engage with the town. They are looking to talk to the folks in the town and really lay out their vision beyond what is listed within this agreement. and they're obviously going to have to work with the town with respect to any commercial development beyond these things that are listed in the agreement that's going to go in there. And then the
051other part that I don't think has been brought up yet is the advisory board. And so that would be another way in which the town of Eatenville both through the you know town representatives, town council representatives could would ensure that Dr. Phillips remains accountable under this agreement. Could you give a little explanation about that advisory council? The advisory council I believe is something that Dr. Phillips has set up with respect to that. I think they would be better positioned than I would be to explain the contours of that. I'm sorry to do this to you, Dr. Phillips. I apologize, but I think they would be better able to do that than I would. I just think that's an important piece to understand a little bit better as we go through this conversation, please. Thank you.
052Let me bear with me just a minute. I'll see if I can We love this podium adjusted up going around. for the benefit of the public who might be viewing who might not know either one of you, if you could identify yourselves. Okay. I am Terry Prather. I have the honor of being the chairman of the board for Dr. Phillips Charities. And I'm Ken Robinson. I'm the president and CEO of Dr. Phillips. Yeah. So the question about the advisory committee, we've already started work on defining the criteria for advisory committee. We've selected a person Dr. Baja Maroon that has done lots of work in community work for decades and is very familiar with this type of work going into communities and collaborating with residents and leaders of the community. The advisory committee's role is to
053be that conduit between the Dr. Phillips Charities Board and the community of Edenville. So we need that group. It'll be representatives from the town. There will be some subject matter experts also on the committee. And as soon as we are completed with the land transaction, we will then begin to recruit members of that committee. So we've started the framework and we have a very solid framework that will protect not only the town but more importantly hold Dr. Phillips charities accountable. Okay, perfect. Thank you so much. While I have you up here, I saw this coming. and I think we talked a little bit about this at the September 30th meeting, but a lot of questions have come up within the town. will Dr. Phillips Charities be profiting off of this development? No, Dr. Phillips will
054not. That kind of distinguishes us from a private developer. We're community builders. We're non we're a nonprofit that makes grants to other organizations. So, we're taking this opportunity to make a difference in Eatenville and we've agreed internally with our board of directors. There'll be no profit motive at all. Okay. And one of the benefits of the committee, the advisory committee that it will there will be open books. So, they'll be able to see every dollar that's spent, every dollar that's brought in. So, the committee will be responsible for communicating between the charity and the town of how the money is spent and where it goes. there'll be full transparency on every transaction. I love that. Okay. I didn't realize that piece of it. I think that will be really really important for everybody to see.
055So, thank you so much for that. The advisory committee and I'll say this out in public for those that as we go out and ask people to join the committee. It will be a working committee. It won't be show up one meeting a month for an hour and go home. So, we expect people to be working, meaning that they will be interrogating us, asking us questions at the board level to make sure that we're always held accountable to hold to what we say we're going to do. And as we think about this and we talk about this and we'll share this a lot with the committee, this is at a minimum a decade long project. A decade. You know, this type of work doesn't happen overnight. So, there's going to be years of just pre-development
056work. And many people have talked about the master plan over the past few months, but the master plan was just a visioning process. Now we get into development plans. That's when we have to we will work with the town council and make sure that everything that we want to do fits into the master planning of the town and all their land development rules. Okay. And actually that leads to another question I was going to ask is just being at the meetings this past week, I understand that there's a comprehensive plan that is pending approval in Orange County. for from the town of Eatenville. Right now, there was one that was the Falconee the previous buyers were looking at doing and that was tabled. I don't know where that sits with the city. The city has
057to approve it. I believe the county is ready to or the state, but the city has to move forward with that. Okay. We really haven't studied it. Okay. Because I was going to ask if if your development plans are consistent with that, but it looks like we haven't gotten there yet. No, we're so we'd be so early in the process, it wouldn't be fair to say. I only spent a year in real estate development, so I don't remember much. okay. let me also just ask I know a very big concern is the affordable housing piece of this agreement. Mhm. how did you come and I will say because I was at two or three of the U master planning workshops that happened over the last two years and I don't remember affordable housing being a
058big piece of the town's I guess desire for development. so I'm wondering how or why you've decided to include that and whether you believe the town needs additional affordable housing. I think what's in the agreement is we dedicate land for affordable housing and what the town has to do the town or some entity has to develop a housing strategy and the strat within that strategy there'll be things for single family housing multif family housing but more importantly one of the greatest challenges of the town of Edenville right now is less than 25% of the homes are owner occupied and most healthy communities average 70 to 75% owner occupied so at 25% owner occupied One of the things that we Dr. Philip Charities and the town of Edenville and some other entity has to develop is
059a strategy that addresses the ownership issue and then we can get into affordability and Mr. Elder Felder asked a question about affordability and that is a great question because it's all relative to the location and as John mentioned if you're spending more than 30% of your income on housing that's not affordable for you. So, we have to make sure that there's a strategy that really focuses on the town of Eatville and its residents to create ownership opportunities, but more importantly, stabilizing housing and the housing stock. So, it's going to require, again, this is not something that happens overnight. This is decadel long work that has to start now. And like they always say, when you plant a shade tree, should have planted it 20 years ago, but now we're going to plant it today. Right.
060Well, and it just and that's a that's a great point. And so what I understand you saying is that the agreement contemplates affordable housing, but it does not mandate it that really it's part of a overall strategy that you'll be developing with is it with the town or the advisory council that you'll sort of be developing that strategy. It's got to be with all of us. It has to be and I think someone used the word collaboration. It has to be a collaborative effort. Okay. Dr. Philips Charities, we bring certain skills to the table, but it's important that we work with the town council and any other entity that will be involved in developing and managing this strategy. Okay. And the reason that I am continuing to talk about this is because I did go
061on a tour yesterday and I saw the different, you know, apartment complexes and affordable housing that is already in the town and my understanding is that it is you know that those developments are not at capacity. So I think that's that's the reason for one of my concerns and I think the other concern that was raised is that the town wants they want to ensure that the people that are you know coming to the town, coming back to the town, deciding to build a life there that they are, you know, people who can afford market rate housing. And so there's a conversation of like how how does that happen? Like how do you create that? And it sounds like maybe that's part of your housing strategy. Well, it's not our housing strategy. It's a strategy
062that has to be developed for the entire town. You know, this is just one parcel of land in the town. So, it's going to require a number of people working together to develop this plan because at the end of the day, one of the things that we've said and every meeting we've had internally is that whatever we do, we will prevent displacement of current residents. If anything, we want to invite residents that used to live there. There are number of young professionals that have left the town because of lack of availab availability of affordable highquality housing. That sounds great. and also honestly what I'm hearing I think part of that the desire to attract those you know some of that the demographic kind of back into the town is also connected to the desire to
063have more you know commercial I'm sorry commercial commercial property retail and I hear a lot about restaurants and you even breweries or places for entertainment and one of the places that we drove through yesterday I think it was called Independence Lane Independence Lane and Mland and you know just sort of like that green space area and then has that street with just a cute little street with Kelly's homemade ice cream and you know different different shops along there. Is that the sort of thing that you're contemplating for the green space area or or is that sort of is that something that you're thinking about incorporating in here? So one, we're trying to create a foundation, build a foundation that all of this can follow. And the green space area, we do contemplate that it'll be
064lined on one side kind of with retail and housing and the other side with office and other portions that are generate tax revenues for the town of Eatenville because that's very important for their for their longevity. And so we think that creating that space is the first and most important thing we do. That's what we've done within the packing district. Create space. then the demand for the retail follows. Yeah, we've got to get this critical mass in place. Without that, you don't have this tax base that the town wants and needs and we want to help deliver that. Okay. And so that's kind of and I'll and then I'll let other people ask questions, but I will need to come back. but it's that tax base is that other really important piece that I heard
065loud and clear that you know a lot of the buildings and groups that are currently in Eatenville aren't aren't paying taxes. and so the town is just strangled. It's not it's not getting the tax revenue it needs. And so it's really important to the town to be able to have that tax base and to develop it. And so I think that was one of the concerns that came out of the draft agreement was not seeing in there the commercial the retail and just sort of seeing a lot of like nonprofit work which is which is great but it's you know not kind of developing that tax base. Well I think that's kind of what your council alluded to. This is not an exclusive agreement. There's other items that can take place in the full intention
066to do it. We're doing economic studies of what time those can come along and what they should start to look like. Okay. You know, the worst thing we could do is go build something now that won't sustain itself. That's the worst thing we could do. So, we have to again, that's why this advisory committee is such a key conduit between the charity and the town and its residents of the town to make sure that what we do is timed properly. Sequence matters. And so when we talk about foundational elements, these first few elements are strictly foundational. When you, you know, someone talked about education, when less than 30% of kids going into hunger for kindergarten, less than 30% are kindergarten ready, that tells us we have a challenge and an opportunity. Mhm. And actually, okay,
067sorry, but I just think that just led me to one other question, which was at the early learning center that the current preschool at the current VPK, I guess, at Hungerford that starts at age four. Is that right? Okay. So, the early learning would really be the six weeks until 4 and then they would move to Hungerford Elementary for the BPK program and kindergarten. And there currently some operating early learning centers in the town and we met with several of them because one of the things we don't want to do is bring in an early learning center and put them out of business. So it has to be a collaborative effort to do an early learning task force so that every center is successful not only financially but academically. And it sounds like what you
068found is that the students who are going to Hungerford Elementary right now are not prepared as kindergarteners or in the pre-K program. So it sounds like there is a need for earlier intervention both with like medical therapies and different you know occupational speech therapy and some additional learning there is a need right now even with the current daycare situation that exists. Yes and I didn't make it out I got this from the principal at Hungerford. Okay. Okay. I do have more questions but I'm going to take a break for now and let my board members speak. Thank you. Thank you member Vanos. Member France. Thank you, Madam Chair. And I think you guys can sit down if you want. I don't know if I'll I may have questions. I guess don't need to go very
069far, though. this is an awesome discussion and first and foremost, I'm I'm excited that we're at this point. looking at this property and the potential that it has to really bring life and growth back into the town of Eatenville is exciting and I think it's exciting to see Dr. Phillips charities coming alongside in in a way that us as a school board we can't provide these services and so it is exciting to see gentlemen like yourself who see the need and say how can we partner and I'm I'm very excited. so a couple questions that I have on slide I think it would have been slide two where it talks about the town center and the history museum. It says that the land will be donated to the town of Eatenville once construction funding is
070secured. So my question is will Dr. Phillips oversee the construction? Are they donating the land to Eatenville before or after construction is complete? Mr. Pomearini, can you speak to that? Yeah, you said the town the town center, the museum, right? yeah, it was under that the portion that talked about the town center and the history museum and it says the land will be donated to the town of Eatenville once construction funding is secured for the town center and history museum. is that will they be partaking in the construction or so and Mr. Robinson's just stepped right back up to the mic. So it of it but we are not participating in the construction of it. So the town will be responsible for their own construction. Now, when it comes to that portion of it that's
071a history center, we'll certainly work with the town to look for some funding for them outside of Dr. Phillips or within Dr. Phillips. Okay. Wonderful. So, you guys would help with the funding aspect of this. We will we are not committing to that. What we're saying is we will assist with that portion of it. We will donate the land to it and then we will start to assist in making that happen. Helping them to connect with people that could help. Wonderful. Okay, that was that answers my question on that. I appreciate that. And my other question was so Mr. Paul Marini for you on paragraph six on that slide it was talking about just the sale and agreement and whatnot. What stops Dr. Phillips from selling off parts of the land or are they allowed
072to when they have the land? How does that work? So they would be what stops them is only to the extent that they have committed to do certain things and build certain things and donate land for certain things. Otherwise, once we sell this land to them, they are the land owner. So they have to they get to make the decisions about am I keeping my land? Is it better for me to sell it? you know, I'm sure they're going to be working with their advisory committee and they may sell certain portions of it to, you know, commercial entities that may develop, you know, commercial businesses on that. That's something that they would get to do as a land owner like any other land owner with respect to their property. but within the agreement, let's say
073they don't do any of the things that they are saying that they'll do. okay. So, let I'll give you two examples. One, they make no good faith efforts whatsoever and they don't do any of the things they say they're going to do. They would owe us $13 million, but then they're still the owners of the property, right? And so, as owners of the property, they can determine, I'm going to go ahead and sell it. I'm going to do other things. I'm going to apply to the town. I don't anticipate them doing that, but they would have the same rights as any other property owner. say they make good faith efforts and they can construct none of it, they would pay us $6.5 million and but they would still be the owners of the land and
074they would still get to determine I'm either going to keep the land, I'm going to sell portions of the land, I'm going to sell all of the land, they would become the once we complete this purchase and sale and close, other than the contractual commitments they've made to us to build certain things or facilitate the construction of certain things, we would have the ability to either get the money for that or hold their feet to the fire, but otherwise they would be the land owners. Okay. So, it really is a all three are just trusting that everybody is doing the best thing for the town of Eatenville, I think, is what and for us, you know, when I look at this, I look at the history of Dr. Phillips, what the charity has done, what
075they have done within Orange County, how they have benefited the people, how they have poured into different areas and really held to their word before. So, I don't like you know, Mr. Palmerini is saying, I don't anticipate us seeing this go down a different road. although I know that it is hard I think for some to trust and so as we look at this situation the contract that I'm reading really does it puts us in a position with the advisory board that Dr. Phillips is creating which to me that shows integrity and that you're wanting to put that hand out to say hey we want to we want to work collaboratively and so anyways I think that helps a lot in that in that regard. the early learning center I think is going to be
076a really huge plus. everything that you both have shared really solidifies a lot of the questions that I already had and you know that you're you're looking at all areas all aspects not just coming in and saying boom we're going to build this we're going to do that and it ends up you know what looks like it's going to be great could end up you know maybe destroying something but what I see and what I'm hearing from the two of you is that you're really looking at everything how can we collaborate with the early learning centers that are already there and how can we be a partner with them. How can we be good partners? That's what I think the town needs and what I hear from town members that's what they're desiring. So excited
077to hear that. and then the last couple questions have already been answered. So I appreciate it. Thank you. Thank you, Member Front. And that's I'm I'm queued up next and that's probably a perfect opportunity to speak to the issue of trust and how much of this is built on trust and I want to say that not as much as as you might think because the way this contract is designed although some of it is not explicitly stated is the town is not being asked to be in a position position of trusting because they have control more than you recognize. Okay. So, the things that Dr. Phillips has stepped in and said, "We want to do this." Some of them, for instance, the museum is something that we've heard over and over again, not just from
078the town council, but from members of the community. And I think I think everybody understands that museum is about ensuring that people always remember how Eatenville came to be, how that property came to be donated by a white farmer who saw way back when the just horrific discrimination that our black youth did not have opportunities for education. So that museum is it's it's not just for Eatenville. It's for our whole country to never forget what those dark days look like lest we ever return to them, which is something you all have heard me talk about. Scares me a little bit sometimes the direction we're going when we don't protect public education. That's the place where all of our kids come together. All of them learn equally with the same opportunities. So that museum is so
079fundamental, the opportunity for our families to have access to health care for their children. I heard comments about speech therapy, etc. I want to comment about that for just a minute, lest anybody think that any of us up here think that because our children are black, they need speech therapy more than others. I have four kids. Two of my kids desperately needed speech therapy. Okay? And they got it through public education. one because of ear ear infections and wasn't able to hear enough to learn. The other had a tongue tied. This is a common thing but it is that access to early intervention for medical conditions that are often undiagnosed is so extremely important. So the things that are required of Dr. Phillips to do are the thing that are absolutely essential not just for
080the children that live and grow up in Edenville but for our broader community. The other things that we talk about here and one of my great concerns and Mr. Per and I have had lots of conversations about this. You all know I've spent a lot more time in in the area of building and developing communities than I've ever spent understanding how to educate students as important as that is. But you do have to have this balance. You have to have it's not enough to say we're going to have a museum that preserves our history. We have to have an Eatenville that is thriving well into the future. Okay? doesn't do us any good if this city cannot continue to thrive. And that's where the financial component comes in. And the financial component, yes, it requires
081retail and commercial. You cannot have a whole town that's made up of affordable housing or or even medium income housing because it doesn't support itself. There has to be that balance and the town council gets to control the zoning. Okay? So, if they get to the point where like, you know what, we've got all the housing we need. We need commercial establishments to pick up the tab, if you will. The property taxes that they pay cover the shortage from residential. They're in control. Okay. So, that's that collaboration is actually kind of forced on both parties. We have a contract here that forces the Dr. Phillips charity. Again, I agree with you. I don't think they need to be forced. But when you sit in our seats, you have a responsibility to do more than leap
082of faith or absolute trust. Although both of them I think are justified. We have an obligation to ensure that those things happen and we have that in this not just because we have an advisory board. the transparency is absolutely crucial and I felt so much better when I understood the commitment to account for the funding, what goes in, what goes out. So the concerns that you raised are great questions to be raised, but they're actually addressed through a process that says, you know what, you can look under the cover. You're going to see what's happening. Dr. Phillips charities will not be Dr. Philips charities if they don't do what they say they will do their reputation is what sustains them is what they are and by being so transparent and I like the word interrogate
083I loved that you word used the word interrogate it's a very strong word but it speaks to we are opening ourselves up to interrogation and that confidence and that integrity again are extremely important. But backing that up with a contract that requires you to do certain things in order to be forgiven, but also says you can't you don't you're not in an opportunity to take advantage with the rest of the property because you have a council that can say again, this is this is what we need financially and this is how we're going to zone this property so that we make sure we are sustaining ourselves. And you actually have a party that I am 100% confident again my confidence isn't enough but confident that they understand how important that is. Again it's not just
084about the past. The future is extremely important. You can't really preserve the past if you can't protect the future. And that's how this all comes together. It's just so much more than the words that you see written. It's about understanding the real dynamics of how things will actually work. So I just that was I have some questions but I think most of them have been answered. I want to hear from the rest of the board members with their questions and I definitely want to hear from the town council but I just did want to impart my two cents and kind of looking a little deeper about the reality of of how things work. So with that let me turn to member Salamaka. Thank you, chair, and thank you everyone for for being here with us
085today as we go into the depths of this legal agreement. And you know, I think what makes a great legal agreement is there's accountability on both sides. There's clear expectation setting on what everyone has to do as well as incentives to collaborate. And so one of the questions I had was around some of the comments that were made, right? know that the master plan was a vision with some core components based on kind of community feedback and all that goes into that, but this could be a decade long project with a lot of learnings along the way, a lot of feedback along the way. And so one of the questions I had was actually to amendments to the agreement. And so amendments to the agreement in this case u Mr. Palmer would be anything outside
086of the things explicitly stated, right? So, we're talking anything that's not the museum, that's not the health hub, it's not the early learning. So, let's say that the town and Dr. Phillips decide that they're going to do something else. not completely com different, but there might be one or two additions that they decide in the next five, seven years is a better fit. that would come as an amendment to this agreement. Correct. Yeah. So if you look at paragraphs 24 and 25 of the I'm looking at 25. Yeah, it absolutely will come to this. So they would come approach us. I would anticipate it working this way. Dr. Phillips would approach us saying we, you know, talking with the town. We may need to do something slightly different. We need to amend the contract. So
087then they would propose an amendment that would come back to this board for approval. Whoever's sitting in these seats at that was my next question. So the any amendment to the agreement would come back before this board. Yes. whoever the future board is. Yes. because I think one of the main things would be any amendment to the agreement. I didn't see this language, but I think it would be the intention of this board that we wouldn't go too far off of what the initial intent of what we want. The reason why we did this agreement is we trust the parties involved to see a vision through that includes the community that includes a lot of the ongoing conversations we've had. Is there anything we need to put in here that says this board wouldn't want
08810 years from now to go too off of that initial intention of where we stand today or is just kind of fair game in seven years that if the amendment is and it's all see I get very queasy is the wrong word but queasy is the right word of binding a board seven eight years from now y and me from making a decision that they think is in the best interest of the of the school district and the school board. So, I want to make sure I clarify one thing. Paragraph 24 gives the superintendent the right to to sign an amendment provided that the does not the amendment does not substantially alter or modify the terms herein. So basically if it was to correct some sort of error within the document, the superintendent would have
089that authority. But if it's coming back saying instead of doing an early learning center, we're doing something other than Yeah. that would most certainly come back to you all for approval as what's what's the definition here on substantial. Of course, it's always in the eyes of the beholder. but I I would advise in that case that if it's anything like the core terms to me are really what you all are going to need to be concerned with. If it if it touches any of the things that are delineated in the contract as far as the healthc care hub and the community hub and the healthcare facility, if it touches any of those specific things, that would be a substantial alteration. If it is correcting the property description because we had something incorrect in the property
090description and we needed to make sure we were properly reflecting what the intent was, I would say that would go to the superintendent. That makes sense. I guess to the extent that it might be a completely different board that is here today and a different superintendent that might be here 10, 15 years from now, do we need to I'm not giving the time. do do we need to be more explicit on the definition of what is a substantial change versus not for it to come to the board versus a superintendent? I don't think so. I think in a different general counsel and definition of substantial might be different. Yeah, I think I would like to leave the flexibility as much to, you know, boards as in the future to meet the needs of their community
091because there could be things that we can't foresee seven, eight years from now that this board might think the people sitting on it might think is essential for that to do. I don't think that you need to tighten it down any more than substantially alter or modify. I think anybody sitting in my chair in the future would look at it and say there are certain things that go to the heart of the agreement that would be a substantial alteration that needs to come back to the board. And remember, my position reports to the aid of you all. Y so my position is in charge of making sure that your prerogative is guarded visav the superintendent in that case because you all in this agreement say any substantial alterations are going to come back to us
092and I would tell you the way I would do this and I the way I would advise the superintendent is if there's a question about whether or not substantial alteration to bring it back to this board just to make sure we are crystal clear that we got the board's guidance. Yeah. No, that makes sense. I think that one of the reasons why I'm bringing this up is not because of this board, the superintendent, this general counsel, but when we got onto this board, or I'll speak for myself, when I got into this board and I learned about the history of the property and the many times that we as a district sold off parts off. I don't have a lot of visibility into what was approved via superintendent versus via board versus and that seems
093a little bit something that came back to bite us because at who was making those decisions and there were some questionable decisions on how some of this property was sold or used. and I don't want to make any assumptions in this agreement of who will be in your seat determining what is a substantial amendment to an agreement like this. We know what the intention of this agreement is today. We know why we chose this partner today. I think but when I hear you know this master plan is obviously a 1015 year project then I am not sure if I want as much flexibility that could open up on what is substantial or away from the intent of the initial agreement. So I don't know what that entails from a legal perspective. if I did not
094go to law school. But I that I'm just voicing a concern that today this looks like a great agreement for the kind of flexibility we need with the right partners, the right board, the right superintendent. but given the history with this property, I don't want to leave too much flexibility for 15 years from now. This looking like an entirely different agreement than what we are signing off in in the near future. Obviously, I can't make commitments beyond me at this point, you know, and I can't say how anybody else sitting in my chair would interpret it. I can only tell you how I will interpret it and given the conversation that's occurring up here that if I have any question about whether or not it's substantial alteration, it's coming to you all for approval. Okay.
095Yeah. So, to the extent maybe if there's anything that you come up with that would protect the initial intent of what we all say here around I'll see Sergio and I and Chris Wilson. We'll see if there's anything we can do to to put some wording in there that and we'll talk with obviously Dr. Phillips and their lawyers in case we come up with anything. I'm not guaranteeing we'll come up with anything better than that, but we'll see what we can come up with. Yeah. and and again as I mentioned my initial reason for that question is a lot more on the history of the property and decisions that were made and it is not clear to me how many of those decisions were made with awareness or not to the board to the super
096like that I'm trying to avoid some of that in the future other than that you know I think I'm I am pleasantly surprised that the agreement really has accountability on both sides incentives on both sides for there to be real collaboration and thoughts because this is a really tough conversation with a lot of of folks that have a point of view and also delighted to hear that it's going to be open books that there's going to be a working committee that there's going to be an advisory committee all of that I think is important for folks to know to trust this process because it is built on trust and it's going to be a very long process and so to the degree that we can have transparency and collaboration I think that's going to go
097a long way so thank you so much for for That's it. Thank you, M member Salamanca. And regarding your previous concerns, I think I think it's also important to know that regardless of who the superintendent is and who sits on this board, the superintendent does report to the board. So, I think the board now or in the future always has the opportunity to say, you know, when it comes to the term substantial, the board needs to be aware of when the superintendent is contemplating making those changes. And so I don't I if we had a different structure frank for for instance if we had an independently elected superintendent the board would not have that same level of authority to have those conversations with the superintendent in a meaningful way. So again there's there's so many
098things that aren't like don't have to be written into a contract because they're part of a process. and I do before I go to member Douglas, before I get too far away from my previous comments, the checks and balances when it comes to this contract in terms of if Dr. Phillips is procluded from doing the things that are in the contract, there are protections to them and not incentives, but protections against being just completely stonewalled. So again, as I read through this and read through it, I was impressed at the amount of diligence that went into making sure that there were checks and balances to ensure that the right things happen and that the council still has a lot of authority over a lot of land. to make sure that they're doing their their due
099diligence and they're upholding their responsibility. We haven't taken that away from them to determine the outcome of a lot of this development. So I again I think it's I think it's a good fair mix and I think it's the best that I've seen in all the years that I've watched this process from a distance from the county commission and as a private citizen even before that. So with that, member Douglas, you're recognized. Yes. Good morning. And I think it's still good morning and happy new year to everyone. I just want to say that you know, thank you so much for having students and teachers in mind when you're talking about affordable housing. we do need it right now, you know, and thank you so much for that. the other thing I just also wanted to
100applaud the fact that you are willing to be transparent in in in finances and in all the monies that you're going to spend that the city will be able to to have a part of it that collaboration with the city. I absolutely love that. the second things that I wanted to say is that I feel a little bit I don't know. Okay, just have some question. the 13 millions dollars that Dr. Philip is willing to pay. you said that they will pay 1 million and if they do do some work then we will forgive those 13 millions but if they do not do what they say they will do they will pay 13 million but then they will keep the land. Right? So it's a little bit a little bit broken down further just to
101make sure I want to make sure I'm clear. Okay. The purchase price for the property is $14 million. Okay. They're going to pay us1 million of that at closing. Okay. The other 13 million of that can be forgiven. If they build all the things that they commit to build within the agreement. So all of those things get built as contemplated agreement. 13 million of the purchase price gets forgiven. If they make no good faith efforts and they make no commercially reasonable efforts whatsoever, they just sit on the property for 10 years, they're going to have to owe the board $13 million. I don't anticipate that occurring, but if they do absolutely nothing, they pay us the other $13 million. How long? so after 10 years. Yeah. How long is that going to be? It's after
10210 years after the closing of the of the contract, right? And we give them certain time frames. I think the community green space is two years. I think the early learning center is three years. I think the community hub is four years. Forgive me, those numbers are all scrambling in my head. Right. But we give them certain portions to get those things done. But we're giving them 10 years in this agreement to try to get everything over the line because as they said, going through the planning process with the town, if there's comprehensive plan changes needed for certain things, it's going to take some time, right? say they go through that 10-year period. They've tried to do everything they can with the town and they've asked for the zoning changes. They've asked for the comprehensive
103plan changes, but none of the things that they've committed to do get built. None of it. They've made good faith efforts, but none of it gets built. They wouldn't owe us 13 million. They'd owe us 6.5 or half of that. Right? If they build certain things, like say they build the community pavilion in the green space, okay, 5 million of that of the purchase price would be forgiven. If they don't build the early learning center, but they've made good faith efforts to try to build it, they just don't get it done. instead of them paying us 5 million which is what that the forgiveness of the on that is they would pay us 2.5 million. Okay. So it could be anywhere from 6 and a half to 13 million or it could be a little
104bit less than that based based on what gets built within the time frames or not. Okay. just a scenario if they decide after five years that they don't want to do any of that. They want to keep the land and give us 13 million and they do whatever they want with the land. So now the land belong to who? The land is going to belong to Dr. Phillips. Okay. Right. So to I think what the chair was speaking to is let's say Dr. Phillips did that and did absolutely nothing and they said you know what here's the check for $13 million. Right? Well, great for the school district. Then we get paid for the property. But Dr. Phillips is then the land owner and they're still going to have to deal with the town of
105Eden and they're still going to have to get their development either approved or not. Right? So, they could be they could decide we're going to pay you the 13 million and we're just going to keep the property. We're not going to do any of it. But then they've got a $14 million piece of property that they may not be able to do anything with because they're not getting any approval from the town. I don't think they're incentivized to do that because that's an awful lot of money to pay for a piece of property that you can't do anything with. Right. So I think the agreement I understand what you're saying. Go ahead. I'm sorry. Yeah. I mean they could do anything they want with that land. No, they could build something another business on that
106land, can they? They can. It's their land, right? But they have to either they have to commit to building the things that they committed to do contractually with us. And if they don't commit to doing that, then they give us the full purchase price. They're incentivized to build the things that we've asked for in this agreement in order to get the forgiveness of the purchase price. If they don't, Mr. Mr. Palmer, can I try to clarify one thing? So, member Douglas bec because the land is in the town Eatenville has zoning control. Okay. So, if Dr. Phillips charities was to say, you know what, we've got all this land. We're going to do whatever we want. We're going to make a fortune. The town council can change the zoning to prevent them from doing whatever
107it is. So they have they can Yeah. Yeah. At that point they get to play hard ball. Okay. If they need to play hard ball to keep Dr. Phillips charity from doing something like that, this board is not going to do something like that. But in the hypothetical that you had a different group of people that wanted to try that, which is a reasonable reason for you all to be asking this question. It's a fair question and it's good that you're asking it, but just because they own the land doesn't mean that they can go out and build whatever they want. Okay? Because it's in it's in a municipality. Even if it were an unincorporated Orange County, Orange County Commission could say, "Yeah, you're you're you're not going to build that commercial that's going to
108make you this. You're not going to build that. We're going to zone this whatever agricultural and now you're stuck with this or you can only do institutional." So there are checks and balances. They're just not clear. I just wanted to make sure that we do have some strong check and balances in place for the town of Eatenville because this town I'm not from Edenville, but it represent a lot to me. It's historical. is authentic and I just would like to stay the way it is and make it, you know, and bring the values of these cities because it's a plus for us in Orlando to have a city like that in in Orlando. Okay. And we really would like to keep that authenticity and the cultural aspect of that city in this, you know, in
109Orlando. and I just, you know, I just always learned that there's nothing for nothing. Okay. This look like a very philanthropic. Why do Why are you doing that? Yes, please. I think so you what your comment was this looks very philanthropic, but that's who we are and that's what we do. Okay. You know, for the history of Dr. Phillips Charities, we've invested over a quarter billion dollars in this community, and our guidelines tell us that we will invest all the money that we get into Orange and Oyola County, okay? To support communities, to make communities stronger, and that's why we exist. You know, the organization has been around for over 100 years, and we have no intention on changing what we're about. Okay. You're convincing me more, a little bit more. Thank you. so much.
110You know, I just wanted to make sure that we you know, we preserving our city of Edenville that I just wanted to make sure that there are strong check and balances and that still have a say and a voice in whatever you know plans that you do have and you work in collaboration just like you said you will and I appreciate all that. If that theoretically look like it's a great thing that will happen, I wish it will come realistically. you will make it happen. You will make it happen. You know, it's not going to be in theory, but it's going to be also you know, real. And I'm looking forward to seeing what you will do in the city of Edenville. But that preservation, that's that's what I'm fighting for, you know, and I
111do thank you for, you know, having zeroing on the city of Edenville. Okay. So, and I pray that my brothers and sisters of Eatenville will be able to to say to have a say in everything in your plans. That's all I that I want, you know, and I desire. Thank you so much for everything. I do appreciate and again, happy new year. Okay. Thank you. Thank you, Member Douglas. Member of Amnos. Thank you, Madam Chair. my first question John the what is the fair market value of this property? I mean we took the 14 million because that was the purchase price that we were got coming out of the RFP in 2021. That's why we chose that. we put that out to market. We had biders. That's what we got four years ago. I don't
112know that we've had it appraised per se. I'd have to go back and look at that, but you know, a lot of it would depend on what the best possible use of it is, current zoning, that kind of stuff. So, that's awful hard to say, but we fit we felt comfortable with the 14 million based upon what we had three biders bring us in 2021, and that's the number we got. So, that's how we came there. Thank you. When Dr. Phillips is going through its inspection period. I presume it will get an appraisal of the property or was that waved? I you know, let me go back and look at that just to make sure. It's that's one of the provisions I didn't delve into deeply, but I'll check that and I'll get back with
113you. Okay. Thank you. I also wanted to ask Okay, so this was something that came up at the meeting as well yesterday. Does the trust that initially held part of the land, does it continue to hold any of the land? No. So, that was part of the litigation. In 2010, the town initiated litigation against us and the trust with respect to the property. We always owned the property after 1951, but we had the restriction on the use of the property that said we had to use it for the education of African-Amean children. So in 2010, the town sued us and the trust in a declaratory action seeking to have that restriction removed from the property. We reached a settlement agreement in 2020 or 2015, excuse me. in order to remove the restriction from the property,
114a payment of one, I think it was $1 million was made to the trust and the court approved the stipulation withdrawing that restriction on the use of the property. So, we own the property and as of 2015, there is no longer a restriction on how the property needed to be used. And that was part of the re we were initially selling the property in 2010 to the town of Edenville. We entered into a purchase and sale contract in order to do that. And one of the things that Edenville wanted to do was of course develop it to have a tax base and to get commercial development in there and they could not do that with the use restriction on the property. So it was everybody's benefit to get that use restriction pulled off. So we
115own the property outright. There is no use restriction on it that would prohibit development on it going forward. Okay, thank you. the I saw the provision for the for the green space area that once that is built out that property will be conveyed back to the town of Eatenville. So that means that the town will be able to collect the proceeds for any venue rentals or anything like that. Right. That's my understanding of it. Yes. Okay. In Okay. So actually let let me stay on that a little bit. So for the other pieces of property, so let's say let's just say the health the health center, health hub, Dr. Phillips continues to own that property after it's developed. My guess is that because they are not in the business of providing health care, they will
116they would be contracting with an entity, probably a tenant to operate the health, for just lack of a better word, the healthcare business on that property. So, who would receive the proceeds from that lease? Dr. Phillips as the as the property owner. Okay. So they would be receiving the proceeds from the lease on the health and would that be the same for the early learning center? Yeah. If they were to convey it to a if they were do they own it? Yeah, they would own it and they would lease it out to a third party party operator. Yes, they would receive the lease proceeds. Okay. Thank you. okay. I also wanted to ask about the deed restriction. So I noticed in the affordable housing piece there was something that said that the single family homes
117were or or there there was deed restricted and there was some question about what does that mean? Deed restricted as as I understand it is restricted as far as it being affordable housing. That's how I understand and read it. So, could it also mean, let's say, if someone let's say if it's a affordable or attainable home and someone purchase it under that categorization that it might prevent them from selling it, you know, within, you know, they couldn't turn around and sell it the next year for a higher price. Would that also be would that also fall into a deed? That could Yeah, that would pro that would probably be within part of the deed restrictions they would do. So, it depends on if Dr. Phillips is the developer or if they get another development entity
118to do that. So what they would do is if they would they're developing the property and they're putting it out for rental or for sale they would you know they would create deed restrictions that would run with the land covenants that run with the land that say hey this property has certain following deed rest it's similar to like what HOAs do and condo associations do when they create those communities they'll create it they'll create a declaration of covenants and restrictions for the homeowners association or the condo association that says you're deed restricted from doing certain things with the land. You know, there's that's the old rules of, you know, you got to pay assessments, you have to you can't, you know, have paint your house unless it's approved. I'm not saying that's what they're going
119to do with it, but those are the types of restrictions that could be put on the property. Okay. Thank you. I also have a question about in paragraph six it talks about the community green space early learning center kind of these these different parts of the pro the property and with respect to the early learning center you said that when they included the language to the extent permitted by law that was so that if the law didn't permit it that it could you mentioned something about sever severability clause, but I thought that there already was a severability clause in this agreement. There is. So, what that language does is it ensures sometimes, and you'll remember this from seeing these types of is that is that provision so essential to the contract that it can't be
120severed out and it would basically defeat the entire intent and purpose of the contract. to the extent permitted by law was put in there to ensure that any court reviewing this agreement should we ever get there would see that it is not essential to the contract and we are caveing it in a way to show that is something that can in fact be severed out. So is that like the suspenders argument? Belt and suspenders argument. That's a different portion of it. But yeah. Yeah. But it is it is meant to hedge in case that any reviewing court has a question, we can point to it and say we don't think that there's any question about this. But to the extent that there is a question about whether or not we intended it to be sever
121severable out of the contract, we put in the phrase to the extent permitted by law to ensure that the court would know that we think that this could come out in case a court ruled it unconstitutional or otherwise in violation of a statute and have the rest of the agreement survive. Okay. And it's specifically though for I guess for that paragraph versus for the whole agreement. That's correct. Got that makes sense. then one other question just about the structure was why in so when you talk about the community hub and the healthcare facility there's the whole piece in there that talks about the approval and whether the approval is given or not but that same language is not repeated for the early learning center or the green space. Of course our good friends and Dr.
122Phillips and us, this was a product of negotiations and sometimes they wanted that protection within the community hub healthc care facility portion of the agreement. we thought that it would be Can you all hear me? I'm just making sure. I'm sorry. It sounds like it goes in and out and I apologize for that. So, this was con this was the product of negotiations with Dr. Phillips and they wanted to ensure with respect to this one that you know they would get the relief of this from the 2.5 million in case there was an issue with seeking town approval. They thought and I'm not going to speak for that. I'm not going to say what Dr. Phillips thought that was just part of their negotiations. We thought it was a fair deal, especially since the portion
123of the purchase price that was being forgiven was 2.5 million for that as opposed to the 5 million for the pavilion and the early learning center. We valued those those pieces that way and that was the that was the negotiation point of we'll give you that language, but the 2.5 is what gets forgiven as opposed to a larger number. So are you saying so the value for us was in the early learning center and the community sorry in the green space it that's when we valued it that's we were looking at that yeah especially the early learning center that was extremely valuable to us okay that makes sense thank you for clarifying that I knew there was a reason it wouldn't just be different okay and then going on to the benefits piece with respect
124to the educational facilities. And I remember from the June 30th or I'm sorry, from the June meeting that if you listen to the members of the board, it was very clear that there needed to be a benefit to OCPS in order for this property to be transferred. That's what I heard from when people spoke. So I I understand why those two pieces are in here, the educational early learning and the healthcare piece. with respect to the with respect to the health care, the health hub, one of the concerns again that I've heard is that there actually is a lot of health care access near Eatenville. within like a 10-minute drive, I think there's eight different facilities. Can the services that are provided at this health hub? Could that include doctors or nurses or practitioners providing
125services at Hungerford Elementary? So, for example, what I'm thinking in my mind is Winter Park Health Foundation. They provide, you know, someone has an ear ache, they can get kind of treated at school, so mom or dad, dad or caregiver doesn't have to go pick pick them up at school and then take them to a doctor and then they're missing school and they're missing work and can they get there in time? So, there's a real benefit to having a health care provider actually in the school. So, is that could that be possible here? I think it think it's I don't think the language as it currently is constructed would do that, but I think that's something we could, you know, subsequently work out with Dr. Phillips and I think that's certainly something that could be
126possible. It would probably require a second agreement to do that, but Dr. Phillips would have to get in there. They'd have to purchase the property first. They'd have to determine, you know, get the healthc care facility up and running. They'd have to see what doctors, what practitioners, all of that is are in there before they could make that commitment obviously, but I think that's something that once we reach, you know, if we reach an agreement here that we could work out with them separately in a separate agreement. I think that's something that's possible. Okay, that's great because I think that would provide a benefit that is different than just health care in that area generally which there's different opinions on whether that's needed or not. Okay. The second part of the second question I have
127is respect to the affordable housing and the priorities for our teachers. This is a basic question so I assume we have an answer but is this something that teachers are asking for? Dr. Williams has gone through a whole bunch of initiatives for both our teachers and our support staff. Things that, you know, we've heard folks come up here and you've been sitting here obviously and had teachers come up when they talk about wages. They say, you know, it's hard to live and work in Orange County because it's hard to find a place that's affordable for us to to live there based on what we get paid. Now obviously our ability to pay our teachers is based in large part on what the state legislature provides us in funding but that is things that we have
128heard I've heard as part of negotiations in my former role and even now sitting up here on as your general counsel on this board teachers have come in and said it's hard to live in Orange County because it's hard to afford it. So you know they've been appreciative of these affordable housing initiatives. Dr. Williams has worked through a bunch of them not only for our teachers but for our support staff. So that has been something that our employees have asked for. Okay, great. Thank you. And just to clarify, it's not just teachers and first responders that would be able to live in potential potential affordable housing. It is that would just be a priority. That's correct. But it would others would be able to live there, too. Yeah, absolutely. There are in the affordable housing
129laws there is issues that you have to make sure that when you do that you're not having affordable housing that's not reflective of the community's makeup racially you know that kind of thing. So there's always the qu folks who develop affordable housing always like to ensure we give priorities. We don't give guarantees because guarantees could mess up the ratio of of the racial composition of of the housing. So that's why it's talked about in priorities rather than guarantees. Okay, that makes sense. Thank you. Just a couple more. one I believe I asked this at the September meeting, but I want to ask it again as the mayor and the everyone's like, "Hurry up." No. you know, a as I guess the proposals for the town have been considered over the last I would say probably
130couple of months, has has the town council of Eatenville, have they had an opportunity to present a plan to us to consider as well? So, the litigation's over. I can speak to it. I'm still going to speak to it in generalities. Right. As you remember, we had the litigation over the property by the Southern Poverty Law Center on behalf of the associate. The Southern Poverty Law Center wasn't the suing entity. It was the association to preserve the Edenville community. And part of potential settlement in that was us reaching an agreement with the town of Eatenville to transfer the property to them. and they offered us a potential lease purchase agreement. and this board through our discussions, we did not settle the litigation on the terms that were proposed by the town of Eatenville. we have
131not and I'm going to confirm this with Mr. Ruies as well, but I don't believe the town has presented us an offer in the last couple of months with respect to, you know, us transferring the property to the town of Edenville. We have not received that. I understand that they've had town council meetings where they this has been a robust discussion with the town council and there's been no direction from the town council about providing us with an offer on on that. So that's as it sits here today. The town council hasn't presented us something in the last couple months. but there's been like we haven't solicited it obviously and they haven't given it to us. I'll just leave it there. Okay. So, at any point the town council or I guess another entity could
132have submitted a proposal or an idea as we have been talking through this. Is that the case? They could have. we have, you know, every once in a while my office we've gotten calls from potential developers saying, "Hey, is this something that we could submit proposals on?" And you know, it's never gotten beyond the talking phases of that. nobody submitted us a formal proposal for the purchase of the property. I mean, they could any entity could submit a proposal to us and obviously we would take it in and we would look at it, but that hasn't happened. Okay. Thank you. two more questions. One is one of the risks I see for the school board. is that an entity could sue us over this sale? if that happens, have there been conversations? Well, I don't
133I did not see it in the agreement. Have there been conversations with Dr. Phillips about indemnifying the school board in the event litigation ensues over this potential sale? So, we had discussions that was a point of negotiation with Dr. Phillips. We did not we were not able to agree on that language. We asked for it and Dr. Phillips didn't agree to it. I you know Dr. Phillips has indicated if you know they obtain the property and we get sued on it that they're going to be involved in that in that circumstances. I think we can have conversations with them about, you know, if them joining as an interested party in that in that circumstances and our interests would be aligned. But we did have discussions about an indemnification clause. We were not able to obtain
134it as part of the negotiations. So if they join as an interested party, what does that mean? Does that mean that they would help that they would be doing some of the legal work and assuming some of the fees and work or what does that mean? I if they were to join if they were to request to join the lawsuit as an interested party, they would certainly have their own lawyers. They would, you know, be asserting arguments on their behalf to say why the purchase and sale contract should go through and it should not be struck down by the courts. my office obviously is going to be able to raise different arguments and would raise different arguments on behalf of the board. you know certainly concepts like sovereign immunity and you know this a planning
135and discretionary level decision by the board that should be absolutely immune from suit. So we would raise those different issues on behalf of the board. So Dr. Phillips may have different arguments than us but our joint interests would be aligned in that we would both be seeking in any litigation that the court throw out a lawsuit and allow the purchase and sale of the property to go forward. Thank you for that. Did they commit to being involved in the litigation or they just No, because at this I hesitate to say this, there's no current indication that we are going to get sued. Got to be prepared. always yeah, that's part of my job to be prepared for that. we have been sued over the property before. There's no current indication that we are going to
136get sued. They haven't made a commitment to that. I would have a tendency to think that when we get if we were to get a lawsuit, we would have my office would have conversations with the folks at Dr. Phillips and their lawyers to to readress that situation. There's no firm commitment within the contract, but I would suspect we would be in talks very quickly upon receipt of a lawsuit. Okay. Thank you. And my last question is if we as a board do not approve this purchase and sale agreement, what are the risks of having this surplus land right now? So the risks are if we don't do this, there are provisions within the charter school statute that allow for vacant and unused property to be taken by a charter school on the same basis as
137other public schools within the forgive me I don't have the exact language of 10233 in front of me but charter schools can come in and say hey that's a piece of property we would love to you know build our own facility on that so we would like to take a portion of that land to do it and I don't think that we would have the recourse to say no to them in that circumstance. Okay. is there a concern that you know I I've heard that there's potential bills being drafted that perhaps the state might have an ability to get this surplus land as well. Is that a possibility? I've heard the same things that you've heard about potential legislation going into that effect. So, of course, that will require it to bounce both houses of
138the legislature and be signed by the governor. And there are certainly roadblocks in that circumstance, but it's entirely possible that they could pass legislation like that. And I've heard potential legislation is in the works. And in either of those cases, whether charter school or whether the state, in either of those cases, the town really doesn't have any say and the school board doesn't really have any say and so we both lose the ability to have any control over this property. Right. In in that circumstances you lay out that would the answer would be yes. Okay. Thank you. Thank you so much. Thank you, Member Vanos. next up we have Member Gallo. Thank you. I just have a few questions. I want to follow up a little bit on what member Vanos said and it's I
139think it's been answered. I just want clarification. So, basically, the only thing that will revert to the town of Eatenville will be the green space in the pavilion. That's the only thing in the contract that says once completed the town hall that will go to the town of Eatenville. Every other part of this agreement will remain under Dr. Phillips charities. So the green space, the pavilion, and the town hall property. Yes. I hate to quibble with the word revert, but revert implies that it's going It would be under the ownership, right, of the city of Eatenville. Yes, that's the only thing that would be transferred to the ownership of the town would be the green space, the pavilion, and the property for the town hall. Okay. Thank you. And then just I have two more
140questions. So when we initially started these conversations and we were looking at the town of Eatenville and the land and the best use of it, I know we spoke to the town of Eatenville really about their tax revenue and their need to be sustainable and have a larger tax role tax base to help them be successful. If the health hub, the early learning center, all stays under Dr. Phillips charities and the lease goes to Dr. Phillips charities. If nonprofits come in and run like the health hub or the early learning center, nonprofits usually are exempt from taxes. So, how how will that increase the tax roles to the town of Eatenville being that was one of our major concerns? like how would that work if if Dr. Phillips Charities was getting the lease money, so
141that wasn't going to the city of Eatenville. How is the city of Eatenville going to make money off taxes if they're nonprofits that are moving in? I hate to admit this in public. I'm not they're still a private land owner, so I'm not necessarily sure they're exempt from property taxes there, but I let me make sure I want to look that up just to make sure. There's Do we pay property tax? No, we do not because we are a government entity. Okay. I'm just And I don't know what the laws are with nonprofit and so Oh, thank you. Great. of course. Yes, Mr. I'm sorry that mic is just Thank you. It's just not picking up well. Is it on? Okay. So, they would be able to at this moment that isn't the intention. It's
142not to lease it and generate revenues back to us. It is to make it available to the community. And so we would find the right nonprofit because they're going to be providing those services mostly at at no cost. So would that nonprofit generate a tax role or any type of No, it wouldn't. But those again remember these are only small pieces of the total property. the other portions of the property after placemaking is taken place and you start building the other office buildings, retail, those become taxable. Okay. Thank you. I just I just want to ask that question because I know the majority of conversations we have had is to ensure that the town of Eatenville increases their tax roles and mains remains stable. And then my last question, we were talking about zoning and
143and the and that the town council basically if the if if this were to go ary, which I don't think it will, Dr. Phillips ch charities would own the land. they could sell the land, but it still falls under the zoning rules and regulations of the Eatenville Town Hall, but when we were discussing that, someone was shaking their head that's not true. So, I want to make sure that the town of Eatenville City Council still has zoning authority over anything that gets built in their city. Yes. Okay. Okay. I just want to make sure cuz some people were shaking their heads and I'm like, I didn't know if maybe certain laws were already in place that Okay. And they're going to talk to us. Okay. Yeah, that's all I have. Thank you. I see the
144same thing. I I see heads going in different directions. So, we definitely want I see yeses. I see knows we definitely want to hear we want to hear from y'all. So, all right, Member Felder, and then I think we're going to hear from the town council members. Okay. Thank you. I maybe some of the questions have been already answered, but I was concerned about the fact that number one that the town does get some money back if if something in any sales take place. But I think the president said that if nonprofits come in the taxes cuz the our biggest concern was that the that this town doesn't lose everything. They get some kind of financial benefit from from all of this. That's my concern. And then I'm going to the worst case scenario. if
145we don't do anything then there's a possibility that this the government the state could come in and get the land and get all this stuff charter schools and so forth and then we get nothing because there's legislation now that stepped out yesterday regarding discussion of getting rid of property taxes and our purpose we want to make sure that Eville be able to get some taxes, but if they eliminate that, oh god. So, there's just a lot, you know, but I'm I'm looking forward to hearing from the city council representatives from Eville to express some of their thoughts about this, but I know as a board member on this board, my concern is that the town benefits as as much as possible. And again, I will reiterate my appreciation for the Dr. Philips Charities coming in
146and doing what we can do to maintain that land to do what we can do and not just it's out there for grabs. That's not what we want to do. So that was it. I'll listen to them and then I'll hear. Thank you. Perfect. Thank you. All right. All right. Now turning to to the town. Is there what what's your y'all's preference? Is there one person who's speaking on behalf of the I'm sorry. I see you all tell me what you Okay. All right. Great. Thank you. Okay. Thank you. Okay. Okay. Please. and again I'm not privy to know whether you speak of with one voice or there are different opinions. I just want to make sure we are no. open to hear from all members. We want to address the contract. We have our
147council here. We have Andrew Han. I was your counselor for the town. We have our CEO Marlon Daniels to speak on the contract. Then we have our council members here going to speak on what they have and myself, Vice Mayor Theo Washington. So we'll come up after they talk about the contract. All right. Thank you. And sir, if you could introduce yourself. Yes, ma'am. My name is Andrew Hand. I'm with the law firm Shephard Smith Hand and Brackens. our firm provides counsel to the town. Mr. Cliff Shepard is the town attorney and I'm I'm here on behalf of the town as well. Thank you. I'm here with an ask and you'll probably hear a few different things from from the town council members, but what I have been u asked to ask you all is
148and I don't know what the time frame is for consideration of this particular agreement, but is for at least a 90-day extension or a time frame you know beyond the next meeting to allow the town to have that voice and voice and communicate with Dr. Phillips to communicate with the school board, have some input before the dotted line is signed on at least some of the terms of the contract and why 90 days? A number of of reasons really. first of all, the contract is hot off the press, very very new. it just has made its way into the hands of of the town over the holidays and not everyone has had the ability to fully review it and really understand what is going on in the contract. Certainly you know some of the explanations
149today have been been helpful but you know not everyone has had access to that yet. in addition, as I said, the town really would like to have some time to participate in in defining some of the agreement terms with both the school board and, in in interacting with Dr. Phillips. vet land uses, potential uses, look at what currently is in the comprehensive plan to see, you know, what, how this would match up with what is currently out there. you know, I would point out when we when we talk about zoning, when we talk about comprehensive plans, yes, the town does have control, does have those as regulatory tools, but they're not a magic wand. And certainly the town cannot go and undercut a project after it's been proposed. And so there are constraints which the
150town doesn't have you know a full array arsenal to say no no no it's not a complete yes or no there are constraints and so that's one of the reasons to to really have a voice up front and you know ensure this dialogue takes place once again before that dotted line is signed. in addition, of course, I really appreciate the comments on on tax base. That is absolutely and of course you know, Eatenville is a unique place for many different reasons. And you know, what is good for Winter Park, Matland, Windermir, some of the other cities isn't necessarily the most advantageous for Eatenville. and really considering and looking at that tax base, having those dialogues, those conversations up front, I think, is absolutely critical because this is the last open space land left in Eatenville.
151Certainly, one of the very last you know, significant parcels like this. Well, you know, the only parcel like this and in Orange County where we see a scarcity of land. So, it's it's absolutely critical to have these conversations. And so that's why I'm I'm asking that, you know, before there is any execution of the agreement that there be a time frame extension to allow these conversations to occur, to allow the town to participate in the conversations and be a part of this. All right. Thank you. Thank you for your input. One of the window. Good afternoon. Good afternoon, chair and everyone here on the board. So thankful and grateful for this opportunity to stand here before you. my name is Wanda Randolph, councilwoman, town of Edenville, and I'm pleased to have the other council members
152and those from the town of Edenville to also be in the right presence for what we're addressing today. our concern is basically about survival. What is in the best interest of the town of Eatenville? What is in the best interest of our residents in the town of Eatenville? The contract does not really agree to the values and the objectives that we have for Eatenville. We are looking for financial stability for the next years to come. There's a lot of things in the contract that does not actually identify what the use of the land will be. It appears to us and also to me that out of the 117 acres of property, there's only a small portion of the property in the contract that identifies exactly what the property would be used for. Also, I had
153listened to our general counsel on the board. Thank you very much for the information. The 117 acres of property even for $14 million. That is highway robbery and I know the property has to be worth at least about over 50 60 maybe a hundred thou hund00 million. since you have not had a survey in the last two to three years or maybe even longer, it would be very interesting if we would know exactly what the value of the property is. I believe in Edenville that we should have the consideration to own the property 100%. We have we will have we asked for a 90-day extension in order to bring back facts, figures, and our plan as to how are we going to get this done. We can get this done in the same manner of
154Dr. Phillips. However, we would like to work with Dr. Phillips. We're not ruling them out at all. If we are given the land, if they want to, they can build the development. Just let us own the property. It is an advantage. It will be an advantage for us to own the property. And when I listen to some of the milestones that was mentioned earlier, some of these milestones does not give us very much in the town of Edenville to survive. We have between 8 to $9 million budget. We have $52 million in projects right now in Eatenville that's allocated to Eatenville for our infrastructure that we have in the town. We are going to need revenue in order to stay a governmental agency. We acknowledge that the governor, the state of Florida has proposed this
155tax situation that we all are basically taking a look at at a bird's eye. We don't want to fall as a victim into that circumstances that we're not able to pay our bills. We're not able to carry on the services and the operations that are needed in Eatenville in order for us to survive as a town. We do not want to be the one lost town in the nation like some of the other black towns have completely failed because they did not have enough funds and revenue for to keep the town going because of lack of development. The residents of Eatenville are very emotional about the property because it is the largest parcel that we have in the town of Eatenville. After this, if it doesn't work, there's no more property for us to go
156at the rate of development that we are going after today. So, we're asking you to humbly consider all the facts, all of the information that has been presented today on behalf of the town of Eatenville and the officials and our legal council that we stand strong on the facts and the objectives for what we want to accomplish. So that way we can continue to be a party of Orange County. And Chair Jacobs, I have been very passionate about this. This is one of the things that Eddie Cole wanted. He talked to me so many times about you and your leadership. And I know right now in his own spirit, if he's here, I know he's looking down upon us. And I just want to thank each and every one of you all for taking the
157time to listen and to understand how what what we're doing, how this is going to impact our community. We don't have a big business base like Orlando or Longwood or Altoont. We just don't have that here. We have very limited businesses in our town. We want to grow our town because we believe that when we grow our town and grow the businesses, it's going to be a win-win for all of us. We need to make sure that you consider and we're asking you to consider all the facts, all of the information that's being provided today to help us to move along so that way we can have future generations in years to come. Thank you very much and may God bless each and every one of you. Thank you. Thank you, Councilwoman. Thank you, Council
158Randolph. We have a new elected appointed P council woman here as Jordan wear. She's been appointed about five days ago. So, she gonna come up and she have some experience on this good good afternoon. Oh, look at there. but thank you all for considering my name is Councilwoman Jordan and yes, I am one week old today in this newly appointed position, but I am a longtime resident of the historic town of Eatonville. And that same property that we are discussing, that's the property that I grew up on. Okay? I grew up there playing everything from basketball to football, running track. That land is super important to myself as well as the rest of the residents. What I'm hearing and what I have read in this contract, there are some terms that continue to be used.
159Good faith. I heard someone say trust and I heard someone say transparency. That is not what we have been given from the Dr. Phillips organization with all due respect. All right. They did not come before this board in the development of this contract. So that's why it's very difficult for me to hear and to understand sometimes it's not what you do, it's how you do it. And that is my point. The way that this has come to be, it has not been fair to the council. Our mayor, she went and spoke for us. Right? We are a five member board. What I'm asking is that you all please allow us the time, 90 days minimum. We're going to be going into a new election period. We will have a new mayor. Things are changing hands
160in our community right now. 90 days will take us through March. We will have someone else in office. At that moment, she was the one that spoke on our behalf, but she's also the one that is departing the ship. All right, she's leaving. So, she will not have an opportunity to write. I'm not saying that it's a wrong, but she will not be with us any longer. So, my plea to you all, respectfully to Dr. Phillips, is to is to please grant us the extension. Please go back and look at the other lease land agreement that we were in where you all were going to give us that property for $1. $1. That has been something that was on the board. Please reconsider. I know you guys want to get this taken care of. Yes,
161we have been in this thing for years. Remember, I'm a longtime resident of the of the town. I want to see that land developed. We deserve to have that land developed. I concur. However, the way that we have entered into this agreement just has not been fair. Please give myself, the rest of the council an opportunity to put our heads together and we can come up and we can come up with a plan and help us fund. We love to work with Dr. Phillips, but I have a saying. If we don't own the land, we do not own the plan. It's simple, folks. Right? So, please thank you so much. My name is one week old councilwoman Jordan. Thank you. Thank you, Councilwoman. One week old, Jordan. Sorry, do it the wrong way. Thank you.
162One week old council. I'm back again. Jordan, I thank you guys for giving us this audience to again on this behalf. I did have some words. Me and Eddie Cole when we was giving away turkeys back in the before Thanksgiving and we did speak on this situation here in the parking lot about the school board. He did say keep fighting. Keep fighting on this here. He did tell him those words there. Just keep fighting. We'll probably get a chance to get this. But on my hand here, I like to say Eville is not broke. We're not broke. We have funds for affordable homes, $4.3 million set aside. We have $2 million for land acquisitions that sits right now. We're not broke. We do have funds to operate this property. I think when they tore the
163school down, you guys gave us six acres and when you done that, we won the CR board at the time. That CRA board went out and got Roso to put up a museum next to the library and a public safety building. When y'all gave us those six acres and y'all have it right now fenced where you guys gave it to us, it's all fenced in the six acres. And that's what we went to drawing board with when y'all gave us those six acres, a museum and a public safety building. That's what that CRA board did. That's the power of having the CR in our community. They do things that the town can't do. They have funds they can get. They have banks we can go to and get funding. This gives us opportunity to do
164those things. That's one of the things that I see that we can do with the for the town because we are in the town working together. And the other thing I want to speak about when if the deal go through I like to say in the contract amended to give the town first right of refusal buying property. If they want to sell some property give the town the first right to buy the property if I go with this contract put us in that contract. So if they sell anything, even if you have the first choice, that's what I like to see. And when y'all talking about amending anything in your paragraphs, whatever, put us in the in there cuz we just talking over us. We're just talking about Dr. Phillips school board. I like to
165see Edville say, "Hey, if this go through, they're selling the property. Enfield have the first right." and with the DOT property with the retention pond they put there for I4. That was kind of disrespectful for the school board to integrate with to integrate in that contract because we gave I4 land for retention when they built the first I4. Then they came along to do the redo I4. You gave them this 6 acres to put a retention here. We It would have been closer to the Lammore road. We taught them to move it back cuz it would have been up on the road. So if you look at first plans of DOT, they would have put it closer to Wyom Road. We asked them in they was supposed to give us that property the extra acres
166in front for our development. That's one of the things they talked to us about. So yes, we need to be in part. I'm glad we at the table now, but I think that we definitely need to do the night of the extension. Gives us time to put our birds in the right hat and get everything together. all us together with attorney CRA and the town to get these things together for for us to come together again to say this is what we can do with school board and like councilwoman Jordan said if you don't control the land you don't control the plan so please look out for us and let let us know that hey give us the time to get our things in order I And we do have an order. Like I said,
167we're not broke. I think we have, if we get the time in to do some things, I think we'll see where we go working together with all three parties, Eatenville, school board, and Dr. Phillips to be a part of this. That's all I have at the moment. Thank you. All right. Thank you. Okay. Thank you very much. Yes. I was neglect to mention something just two things two or three more and that is that my one of my concerns well number one is this we have the highest meals millless rate in Orange County 7.2938 for the town of Eatenville. So that says a lot. the reason why we are advocating for financial stability in our properties. Now, one question, it's not really a question. It was something that I stumbled on doing some research on
168properties. We have one property in Ethanville that pays zero taxes. an apartment complex. I believe there's about 80 or 84 apartments on this one property and that is no no no doc noch Wayne Dench I'm sorry Wayne Dench zero can we afford that in Eatenville zero taxes we also have one other facility that pays $699 $99 one year to the town of Eatenville and that's the West Kennedy Apartments. Now, I brought that up because I would like to know from the Dr. Phillips team, what type of housing units are we going to that you plan in Eatenville? Would it be a reduction in tax base or taxes that we can get in Edenville? I would like to know what what is your plan as far as the taxes in Eatenville, property taxes for these apartments
169because they're identified by a nonexempt code tax code under Orange County appraisers office because I checked it out and so I just like to know from you all if you can explain that to me because that's very important as far as the development as far as us remain stable for the next couple years. If we're not getting anything, we're going to be out of business. Okay. Can you address that, please? Address now, please. If I understood you correctly, you wanted to know what type of housing are we planning to build? Housing. And you I'm assuming you're meaning multif family housing. Yes. Yeah. Well, at this point, we don't have a plan for multifamily housing. No, that's not in the plan. If you look at the priority projects, none of them were about housing. What we've
170what we've said and what I've said publicly many times, what we as groups have to work together on is a housing strategy. And in that strategy, as you look at pieces of land, then you'll define what can be taxable and what's not taxable. So, it would be premature to say we're going to build something that's going to be non-t taxable knowing that we need to figure out how to increase the tax base for the town. Yeah, I understand that. But I'm quite sure there's somewhere in your mind that you already have already prelude in your mind about what you want to put on these properties. No one is going to take 117 acres of land and don't have an idea about what they're going to put on the property. No, we have a very clear
171idea that collaboration is the key to success. It's not about just building buildings. It's about building and strengthening the community. And the only way you can do that is working with residents and the community. No matter what any one of us thinks can go there, if we don't work with the community, it won't be successful. Okay. All right. Thank you, chair board. my name is Marlon Daniels. I'm the chief administrative officer for the town of Inville. my purpose here today is to basically conclude what all council members we have various ideas of what should be taking place. and Mr. Prader that's a good segue into what I was going to talk about collaboration. So what I've been hearing from the board lately is how do we collaborate? I think the biggest aspect is that the
172town council believe that there wasn't a collaborative approach to finding a solution to this property. So I'm here today on behalf of the town council directive that they're asking for that 90-day extension. You say why 90 days? That 90 days is to have a strategic outlook and a strategic plan to sit down with Dr. Philip Charities to maybe tweet the contract cuz I think we've heard that a lot today about the contract, how it's vague and all the different things, but if we could have that opportunity to sit down with Dr. Phillips Charities to go through and determine other aspects like we've heard that people say we don't want medical. So, what do we substitute in instead of putting the medical, what else would the town of Eanville like to see there? If we can
173get those things moved around, maybe we can come to more collaborative approach. we've heard from town council that they want to own the property. They're asking that we be allowed to have the same contract opportunity as Dr. Phillips charities have. That was never proposed to us. It was given to Dr. Phillips was not given to the town of Enville. also the comp plan and land use. I've heard it said a couple times today that, you know, we can make changes or it's in control, but if it's already in the comp plan in the land use of what's allowed on that property, Dr. Phillips Charities will be able to do that without necessarily the approval of the town council because it's already there. Now, if they're asking for adjustments, then it would have to go back
174to our planning and zoning and all those things. But if it's already zoned for those entities, so say it was for a grocery store, why would they have to come back to us if it's already zoned for it? Is it z is it zoned for it now? Yep. So it would have to go through a zoning process if on on certain things. So what I'm saying is if there's things that's in this plan, these five milestones, there are some things according to our planner that has to make adjustments. So it would not be able to go through because it's not in compliance with our code with our comp plan. So that's why I say member Gella. Okay. also another question that has come has arised from the board is we've combined 100 acres with the
17517 acres track. How come that cannot be separated and the town be able to control the 17 acres down on the other end? And finally, we're just asking that we can all come together collaboratively to make a sensitive approach to a a town that has historic values, that's historic preservation, and that don't want to be erased. Thank you. Thank you. member Salamanca. Thank you, chair, and thank you to the council for coming and bringing up some of the questions and conversations that are happening in the town as well. you know, I think I've been on this board now almost four years and to the question you brought up of what is in the best interest of of EML and this board has always wanted to do what is in the best interest and it's my
176understanding we have looked and considered every single agreement and proposal that has come our way of which all of there's been a lot of for-profit proposals individuals who want to develop the land to profit from that might bring in some taxes, but really it will be very particular. we did consider the $1, purchase agreement that for a variety of legal reasons and legislative reasons, it was not viable for us to do that. but this board did consider that for a extended period of time as well. There was obviously the lawsuit and some of the questions that came around that. I don't and maybe this is for general counsel. Have we received in the LA I mean at least maybe the last four years that I can speak to that I've been on this board in
177the last four years has the town the city commissioners given us any proposal about what to do with this land aside from the $1 purchase? Aside from the $1 purchase, which let's all be clear, we got that as part of the lawsuit, a settlement agreement to settle the lawsuit, and it was, since that's been thrown out here, I'm going to go ahead and disclose the terms of it. I think I can do that anyways. It was a lease purchase agreement for $1 a year with the right to purchase it in year two, which means this was a $2 deal for this entire property. That's what it was, right? And I brought this to this board in executive sessions as part of whether or not to settle the lawsuit on that basis. This board did not
178give me direction to settle that lawsuit on that basis and enter into that lease purchase agreement. other than that, I am aware of no other agreement that's come to us from the town of Eatenville with regard to purchase of this property. Right. and so I think I hear your request for give us more time 90 days to look through this. I guess I am skeptical and I have a lot of questions as to what is going to happen in 90 days that hasn't happened in four, five, six years that we have been waiting for a high quality proposal of development. all all the time we've had an opportunity for folks to come to us with that and it hasn't happened. if I just think shorter term to the last time that Dr. Phillips charity came
179to this board and Dr. Mr. Palmer maybe you remember the date when did they come to us to give us the proposal of the master plan and they talked about all the different community meetings. Do you know what date that was? I know we approved theou on September 30th and I think we had a Was that the same day? I thought it was a work I think there was a work session before it. There was a session before and we had a June work session about June. It was June. So hold on back up. There was a June work session on the future of the property in Eatenville. Then we had a work session with respect to theou that we were going to enter into and I believe it was the day of the September
18030th meeting. We had the we had the work session in the afternoon. We had the meeting in the evening. I believe the town council was permitted to speak at that point in time about you know their concerns with theou and they voiced concerns during the meeting when the board voted to approve theou and a lot of the same stuff that you're hearing today is what we heard back then and I think you know something that came up in that June meeting was Dr. Phil's charity came up here and talked about the multiple five or six community meetings that they held to get to the point of the master plan. There was feedback from the community on this in which from that point of June to today the town of Unville has also had time to
181provide more feedback or come to this board with a proposal and I have not seen any of that unless I'm missing it. And so I think I'm skeptical on what 90 days is going to do to really alter or move the needle to give us a proposal that is as thorough high quality as the one we have before us in thisou and ahead. So I'll just state out like my hesitation there on the request of give us 90 more days. The second thing comes with something that was brought up in our questioning earlier, which is what is the cost to Orange County School Board as well as to the town of Eatenville and its citizens of us today or in the coming months not doing anything with this land and that means we have this
182surplus land. that is my biggest concern with us having surplus land. We are opening up the risk of having no say whatsoever as to what happens with this land. We're going from approving an agreement that is the beginning of a collaborative process, the beginning of the opportunity to have input as to what happens with this land within the scope of the areas we talked about today, right? But with the option of amending an agreement if the town and Dr. Phillips agreed that there's better uses and purpose of this land to leaving it as surplus in which case a charter network or the state of Florida could come in and do whatever they want with this land. That is a very high risk for us to continue to do nothing with this. And so the option
183of what we have before us, which I do believe obviously it's not a perfect plan. No plan's going to be perfect. and this is the beginning of a 10-year plan is the best that this board has seen from answering the question of what is the best interest of the town. we've not seen an alternative and there is a really high risk of us doing nothing to it right this board and I know that a lot of conversation was had or comments were made about what happened with the restoration and the all the things that has happened with this land obviously not all of us most of us were not here during the time when some of those decisions poor or not on what to do with the land were done I mean this has been
184decades of what this relationship has been. So I can't fix the mistakes that this ford or other leadership might have done with this land, but what we have to do is find the best use, best interest of this land moving forward. We're never going to be able to fix the mistakes that were previously done. And I don't want to spend too much time continuing to rehash that because there is not a lot we can do today as elected officials. and to the financial stability, right? I think we talked about this, right? The land today addresses some parts of the property, but not all parts of the property. There is still property to be used for other purposes or development. That's kind of an open conversation, but this property that we're talking about today, there are
185thoughtful approaches to how this becomes financially stable, will bring in revenue. But this is an organization who's not for-p profofit whose job is to make a better community. Some of the other things we heard on the for-profit development of this area was really going to benefit a few folks, a very limited number of folks. And so I no plan will be perfect, but I do believe this one has the best well-being of of all the citizens of the community into place. And unfortunately, I just don't know that 90 days is going to make a difference in this and every day that goes by we do risk losing this land and having absolutely no say. so those are just my general thoughts. I do appreciate folks coming and communicating. I think there are a lot of
186opportunities moving forward from signing this onward, starting this process for a lot of input, a lot of approval. The agreement that sits before me today has incentives for both the town Ianville and Dr. Phil Phillips charity to show up authentically with transparency and to do a good job because there is incentives on both sides of this agreement to do and get things done. and so you know if they don't do what they're supposed to do they're going to pay a pretty high price for this land as well. And so they're incentivized as a nonprofit organization. They don't want to be losing f 14 $13 million. and if we can't work together on this land ultimately, yes, there is possibility that this land goes away, but that is already a possibility as is today with it
187being surplus land. So, thank you for being here. I think that's just a little bit of how how I'm feeling on the past June, September, and now this meeting. because I know we keep going back to some of the original points, but we really have been thinking on talking about this for a really long time. Thank you. Thank you, Member Salamon. member Vanos, thank you, Madam Chair, and thank you to the town council for being here today and for sharing and for the administration, too. and for sharing your thoughts and for the conversations that you've had with me, sharing your thoughts and your questions. I hope that I asked most of them. I took copious notes during all of the meetings. so hopefully you feel that those questions have been asked. I did want to
188I mean I think I share concerns about the 90-day delay and extension. one of the concerns, and this was raised by Councilman Washington, was, I believe, and maybe others, is that, you know, 90 days brings us to about March. And you stated, and we know that there's an election in March. And so, I could see a situation where then there's an election, and then there's new people that are elected to the town council and then they say, well, you know, we haven't had a chance. We haven't had a chance to to review this. We haven't had that opportunity. And so what I want is your input and I want your expertise and I want your knowledge of Eatenville to be a part of this. But what I what I fear is that there will always
189be a reason to delay and there will always be a reason to to kind of honestly just drag this process out longer. And as I said before, the town of Eatenville deserves progress and they deserve this land to be developed, but they do deserve it to be developed in a way that is beneficial to you with a tax base with your concerns raised about housing and the health the healthcare issue. So you know I when Barker Bar sorry B when Baker Berios began these workshops two years ago I have heard in the last couple of weeks I understand that not everyone in Eatenville agreed with their process but that and that's okay that doesn't mean But but silently protesting is not making progress. Silently not attending or going there and not saying anything to these
190workshops is not moving the needle. It's not really getting what you want. It's it's just not participating. And at a minimum, the existence of these workshops, I would think, would give you would give the town a reason to say, "Okay, there's action happening here. We better develop our own plan. We better make a plan. We better decide what it is that we want. We better explain why this process isn't the right one for the town of Eatenville, why it shouldn't have been used, why it's not appropriate, why, you know, historical towns deserve something different. Like, I don't know what it is, but those were not publicly expressed. and to to just not attend or to attend and not say anything is just again I just I feel that's just not moving the needle forward particularly
191when the town was on notice that things were happening things were happening in the town whether you participated or not. and I also had the pleasure last month of attending one of the ribbon cutings for the CRA for the town of Eatenville for some of the new houses that are being developed and really appreciate the work that they're doing because I'm seeing I again went on yesterday. I saw the work. I saw some houses. I saw different properties. But one of the things that stood out to me when I was there was that the I believe it was Mr. Johnson or someone from the town council saying I'm sorry or someone from the CRA saying that this that the CRA had been in existence for about 25 years and last month was the first time
192they had a brick and mortar project that they had been able to accomplish. And that's a huge accomplishment and it should be celebrated because it means the town of Edenville is moving in the right direction and they're they're getting things done. I love it. I love that for the town. I love that for the CRA, but it also concerns me that the town may not be ready to develop a 100 acre parcel of property. and I listened to the mayor. I listened to her comments during the last meetings and her reasons for moving from wanting the $1 lease purchase agreement to her I think a couple of things probably came into play. One of them she publicly stated was she did not believe that the town of Eatenville had the expertise, the experience or the
193personnel to develop this project. This is the mayor saying this about the town and she loves the town. She she is a long-term resident of the town. So I don't think that's an insult to the town. I think it's a something that has to be considered by us as well. and I just don't know whether that experience is there to develop the property. and again, I also don't know whether there is the financial resources to develop the property. I had a I had a I had a train of thought that I just lost, but I might come back to it in a second. I did though want to bring up something that also council council member Washington stated about could the town of Eatenville have a right of first refusal if Dr. Phillips in the
194future sells a portion of this property? Is that a possibility? Mr. Pomeray, it would take a rewrite of the contract that we currently have now. I would have to go back to Dr. Phillips and negotiate that and see. I mean, we could we could ask for it if that's this board's desire. I don't know that how Dr. Phillips would react to that and I wouldn't presume to speak on their behalf, but that would be a subject of negotiations. Okay, thank you. I also did and I guess I'll just have I did have one more question for the town council and that is with respect to your comp plan, what what portions of it what what portions of it are not consistent with this purchase and sale agreement? And I and you correct me if I'm
195wrong. I think this would be the comp plan that is pending approval. Is that right? It's afternoon. So, good afternoon board, madame chair, residents and everybody here. Okay, let's start with the comp plan. The comp plan has a specific section in it that identifies what's allowed on the schoolboard property already. To go into contract requiring something different from that creates a problem because your contract says if Dr. Phillips makes reasonable effort to put in a early learning facility, to put in a hub, health hub. Those things are not in there. So, you're you're basically contract zoning Edenville's future. You're doing it because those things aren't in that document anywhere. So if they can't get what they want and Enville does not approve what they want and go against their comp plan, they get to buy
196the property for half the price. Does that make sense? That doesn't make sense at all. What uses does the comp plan allow for this area? there's a whole section in there that specifically talks about the school board property and I'm sure the CEO will make sure you have that so you can make a clear definitive judgment about the contract and the things that's in it. The I'm trying to control my emotions as the redevelopment director of the town. I have not even heard from Dr. Phillips at all. And I'm responsible for making sure the town gets redevelopment per the plan. And I heard someone say earlier that they compared what was to Orange County waiting for approval. That is the redevelopment plan that the town council and the community has adopted. There's no consideration about
197any of that stuff that's in that plan and what they're proposing. So, we're going to have the school board basing a contract on hypotheticals that's not inconsistent that's not consistent with the comp plan as it's written today. And we have Orange County government getting ready to approve a CRA master plan which everybody has in Eatenville has weighed into that conflict that has to be consistent with the comp plan. Let me say that the redevelopment plan has to be consistent with plan. But what they're proposing is not consistent with neither. But you're getting ready to vote and approve a contract knowing that these basic policy issues from this municipalities are not consistent what you're being asked to vote for. and you're you're allowing in that contract forgiveness on issues that are not in the comp plan.
198I don't understand how you can do that. We can do that. I I understand you have the authority to do whatever you want to do by statute. I understand that. Thank you. But the contract itself is flawed because it's not consistent with Enville's comp plan. Well, I guess my question then is that if that's actually the case, then that would mean that for every development that Dr. Phillips makes, because it is not consistent with the current plan, they would have to come to the town council for approval. And if Edenville said no, you're still obligated to give them forgiveness. So basically, you're holding Enville hostage, the contract zone for them. Well, I mean, we're not. One way to say, one way to think of it is that Eatenville is being held hostage. And listen, I
199understand. I understand the passion. I get it. I get the I get it. I understand it. I understand the feeling of the town council members. I would not like what happened and I you know, the mayor has spoken to this and I would not like what have happened either. I understand why you feel felt excluded. I understand why it felt probably a little bit embarrassing. I understand how it felt surprising and being caught off guard. I get that and I would feel the exact same way. but I guess my point is that you are still included in that conversation if they have to come to you. Well, not not to you, but to the town council or maybe to you, I don't know. for any, you know, any variance or any zoning or anything that's
200not consistent with the comp plan. In some ways, to me, that makes it feel like you have actually more power. I and I'm not I'm not dismissing the town's authority, okay, under it home rule governance. I'm not dismissing that at all. What I'm saying is the contract that's being proposed with those caveats that's in there are already being proposed not in compliance with the comp plan. So basically you're telling Eatenville unless you amend your comp plan to do what they want then the school board's going to forgive all this money which makes no sense to me at all. We should go in there saying whatever Ingville's comp plan is, that's what you're allowed to do. Take away the obligation of forgiveness based upon what's already exist. The policy is already there. Specifically dealing with the
201schoolboard property. It's already there. It was put there in 2015. So, it didn't just happen overnight. It's been there. So when they came to you and came to the town, they already knew what was in the comp plan. Why would you propose anything or contractually tell you if they don't do what's in give us our approvals? Then that doesn't make sense. So then what is your vision for that area? I like I said, I'mma yield to the comp plan. I have not read it. If Miss Tamir what's her name? S. if she was here, she'll be able to really dissitate everything you need to know. But short notice for her because we're coming off the holidays, she was not able to be here. So, when we talk about the 90-day request or 30-day request, as
202you heard me say last night, it's it's only to get our ducks in the row to be able to present to you a clear, concise path to work with Dr. Phillips. I don't think I have great deal of respect for Mr. Prather. He spoke at one of my events as my keynote speaker. I have no problem with Dr. Phillips. This ain't about Dr. Phillips. This is just making sure Edenville gets the best deal possible and not basing a contract upon things that already starting out in violation of the comp plan. Well, and I guess that could anyone speak to what the comp plan allows? The the expert is not here that can do that. Okay. I guess. Okay. It could be mute today. All right. Thank you. It won't be m anything else, Member Vanos,
203at this time. Not at this time. Thank you. member Fant. Thank you, Madam Chair. Some interesting conversations and thoughts. I agree with the rest of the board here that I feel frustrated. I've been on this board now for four years. This is something that's been going on since 2010. Dr. Phillips Charities came in. They have an incredible plan that has been in partnership with the community at community meetings. Your community was here back in June or September, one of those meetings, and or at both. We've heard from adults, children, grandparents, all ages who are excited about the hope and the future that Dr. Phillips charities, this partnership could be for the town of Eatenville. And sadly, it is being sabotaged or attempted to be sabotaged by your own council members. I just feel like I'm
204maybe not all but there are those who come up and there's a constant we need an extension. We need time. We need time. Time is running out. True leadership sees a great opportunity and seizes the moment. We cannot continue to drag this on. You're going to continue losing town members who are going to say, "We're done. We can't continue waiting around for a better future." Now is the time to stand up and be bold and courageous and say, "We're going to shake hands. We're going to have trust." It's an incredible contract. But bottom line, I won't continue the you know prolong this but bottom line what I hear the town wants control and is frustrated that they will not have control of everything. They want the land. You want control of the land. You want
205it for cheap. You have Dr. Phillips Charities who is coming and partnering. Look at what they have done in Orlando that they're just it's amazing. I feel like you have gold in front of you and you're arguing because you want better gold. It like you have it right here in front of you. this is incredible. I will u be standing in favor of this. Thank you. Thank you, Member Fant. Member Gallo. Thank you, Madam Chair. I thank you to the town council for coming today. We appreciate your words and your comments. I won't belabor what my fellow board members have said. I think that member Vanos did a an excellent job of laying out the timeline of what's happened to Eatenville on how we got to this where we are. I do think that this
206is a good plan for Eatenville. I don't know as much as you all do, but for years and years and years, we've been having conversations about Eatenville and what to do with the property and how to responsibly give the property so that Eatenville can find value in it and earn off of it and contribute to to your city. And I think that this what this will do. I think this with the agreement with Dr. Dr. Phillips I think provides that I w I can only speak for myself so I will I encourage that collaboration. I encourage you to collaborate with Dr. Phillips and if there's something better than a medical center that is the needs of Eatenville because you don't you know the needs of Eatenville better than we do. Collaborate together. We've already said
207we'll be amendable to any type of amendment that makes sense for the town of Eatenville to ensure that you guys are that Eatenville and your citizens are prosperous and that this works for everybody because that's what we want. So, I encourage that collaboration. I don't think us saying yes or no to the contract today is void of that collaboration or of those conversations. I think that they can still happen and we can make amendments to this agreement that benefit both sides. I don't see what what that can change. I do think by postponing it 90 days will tank this entire endeavor and as a board member I'm just not willing to do that. I think the time is now to move forward. So I will also be standing in support of this. But again I
208please collaborate and work together and if there's something that needs to change bring it back to us and we'll do what's be you know if it's best for Eatenville that's what we want. We want what's best for Eatenville. So, we're never going to not listen to those proposals. So, thank you very much. I appreciate everybody being here today. I want you to know that we heard everything that everyone said, and I hope that this truly is good for all parties involved. Thank you. Thank you, Member Gallow. I I think member Gallow, member Vanos, member Salamanca have have said it very well. I would like to ask Mr. Pomerini. I hate to put him on the spot, but we've had so many attempts to find a way to ensure this property put is put to the
209best possible uses to benefit Eatenville and to preserve a record of history and to comply with statutory requirements which change and are continuously becoming more perilous when it comes to this property that I can tell you personally I feel like we are a ticking time bomb as and you may or may not know this but just in the last legislative session new legislation was passed that requires us for instance for those 185 seats if a school of hope wants to operate they can use those seeds. We have to provide all the services and they get to keep all the revenue they collect from the state and not so and not pay any sort of rent or the vacant property. any vacant property that we have is available as been mentioned by charter schools that aren't
210going to pay any tax revenues but will ultimately make a private gain to a private corporation. So, the longer we sit on this property, the more likely we are to see no tax revenue for you, no offset to Orange County Public Schools, and no public good, as I perceive, is so important to Edenville and to its history. Mr. Pomearini, I let Let me speak just for a moment though to the issues of the comp plan and trying right now to research and to figure out exactly what is on the sites that is currently owned by Orange County Public Schools. This is I if none of these uses are allowed on any of those 117 acres, then you're right. They will have to come through and ask for it. The Eatenville very much wanted a museum.
211You came to us. You asked us to support the museum. We supported the museum. So, if they come and they want to put a museum, but you're not, it's not in your comp plan, you would Why would you not want to change your comp plan to do something you already asked us to support? I'm just I'm just I'm sorry. I'm trying to wrap my head around this. You wanted a museum. Yes. They will have to ask you to change that to allow them to do what you asked us to support you doing. And they're not going to charge you to do it. So, nobody's holding anybody hostage here. They're asking to do what you wanted them to do. But if you don't let them do a museum, then that's true. They get forgiven because you
212wouldn't let them do what you wanted to do. that we're not this is not contract zoning with them. This is ensuring that if they live up to this plan and do their very best and you just say no that we can't say well you still owe us for the for what you're supposed to build even though you can't build it. So that's the museum, the early learning center. Okay, we've been sued because we are not supposed to use this property for anything but education. Okay, we went through how many years did we go through a lawsuit? How much money did we spend defending the fact that we had already settled this with the trust? the trust who had the right, if anybody, to to question whether the agreement that we entered into with the trust
213where we paid the trust to lift the provision that required us to operate it as an educational facility, the entire 117 acres when we didn't need the entire 117 acres and you weren't getting any tax revenue from the entire 117 acres. So, we wanted to be able to sell that property to create uses that we thought were good for Eatenville. We worked with Eatenville on two cases. We worked with Eatenville to come up with what you wanted on the property. The second time around, it was changed so that you would get I forget how many millions of dollars if it went through, but it didn't go through. And each time my recollection is each time there were changes, there were elections, different people in charge and it fell through. Okay, this is this is what
214I have witnessed over the last 15 years. Every time a plan comes together and everybody seems to be on the same page and then it falls apart and each time at least the only thing that has happened is nothing has progressed and you haven't picked up any revenue and we've maintained property and at times it was, you know, in in bad condition and rightfully you complained and we needed to take care of it. Absolutely we did. But we've been at a stalemate, stalemate, stalemate. And this stalemate has the potential of taking away any future opportunity to do anything. We have a CRA. It's great. We have a CRA. For anybody who doesn't know what the CRA is, it's an agreement with Orange County government that they would surrender all the tax revenue that Orange County
215government would usually take on that property. The Orange County government gets a portion of tax revenue for any property in Orange County because there's base levels of service that they provide. In the CRA case, they say, you know, this is so important for redevelopment that you'll take that and that's good and I agree with that. But if the legislature goes forward and they put on the ballot the ability for citizens to vote to either eliminate or greatly reduce their property taxes, you know what that means to the CRA, right? It's not just your regular millage that operates, but that CRA also is either going to be annihilated or greatly reduced. So, we're looking down a pipeline that is very scary for local governments, for cities, and for Orange County Public Schools. And ultimately, we are
216really all in this together, more than I think you realize. And my heart has been with Edenville long before I even thought about running for office. I care dearly and deeply about the history. I care about the future. And if I believed for a moment that postponing this for 90 days was going to get us to a better place, I'd be all in. But I am petrified that 90 days just gets us into a worse situation and just allows for an opportunity over this next legislative session to take away any ability to enter into this contract and any ability to move this forward in a direction that I've heard over and over again you want. So, you're going to block an ELC when there was a lawsuit to insist that we do nothing but but
217education. An ELC is only going to an early look learning center is only going to take up I think like two or three acres. This whole thing we're talking about I don't know five six acres that's committed. There's huge opportunities here. there's huge opportunities to actually come together and I'm sorry it didn't happen and I really am. I'm sorry it didn't happen better. I'm sorry that I that we got to the point as as somebody said in a way that you're not I want to say you're not happy with but I understand I really do understand the resentment and why you would feel the way you would feel as a county commissioner. I remember there were so many times when I was like I I feel like I'm at the final moment and decisions have
218to be made and I wish I'd known known known sooner but at the end of the day you still have to make decisions have to make the best ones you can under the circumstances. For me this is the best that I think we have and I don't and I'm not saying we're settling because honestly I really think we have somebody who can make this happen. They can deliver the money. they can deliver what they're saying and you could have a seat at the table to be talking about what happens to the rest of that property. You can be part of this team that I believe is going to move forward. I could be wrong. I think it's worth having this conversation about first right of refusal as I kind of contemplate it. What does that
219mean exactly? Do we put it? Would it go out to bid? And okay, they have it. They put it out to bid and then they get the proposals back and then they say you can buy it, but you have to pay top dollar or do they just get an appraisal? I there's a lot to be discussed in that, but it's worth having the conversation. but I think our I think our time I personally think our time is up on this. member Bird and then I'll do Dr. Vasquez, I'm sorry. I all due respect. I usually allow the superintendent to interject. Just a point that I would like the board to discuss. If we do look at the point of refusal, if I'm not mistaken, that's going to delay the our actions or is there another
220another opportunity? So, there's one of two ways to go about it. You can first say, "Hey, the board wants us to discuss a right or first refusal. I go to Dr. Phillips to have the contract discussions with them." they'll either say yes or no to that and that will take some time, right? The other option is to enter into the agreement as is and then instruct me on the back end to go see if they we can negotiate a right of first refusal. It wouldn't delay entry into the to the purchase and sale agreement. there's no guarantee that if they ex if we agree the purchase and sale agreement as is that Dr. Phillips would agree to amend to give the town a right of F's refusals. That would be subject to negotiations with Dr.
221Phillips in that case, but you would have the underlying purchase and sale agreement done and then we could work out negotiating with them on the right of first refusal. board members, let me go to member Bird and then I'll come back to whoever's that suggested the right of refusal and but I understand what you're saying. I mean unless Dr. Phillips was so you know unless there was no need to discuss any details of it but I'm already sitting here myself thinking you have to figure out on on what price it's not like you know the value and the and getting appraisals on land when the issues of zoning and comp plan and all of that play into the value is really challenging. I can I can see the reasons why if I can see the
222reasons why I would have reservations being in that same situation, but go ahead. just one more point. You started to call on Yes, I did. for for history because I'm going off of what I'm remembering. and I hated putting you in this position because I know Woody Rodriguez, you know, was Well, actually, I was going to say he was, you know, in that role, but you were here before he was here, so you have more history than than he would have. Thank you. So, I took the liberty to go back and research board docs before because I thought we might get here. So, in June of 2010, we entered into a purchase and sale agreement to sell the property to the town of Eatenville. And we also entered into a lease agreement that would allow
223the town to use the property during the pendency of the purchase and sale agreement before we closed. and that was in June of 2010. And over the next 9 years, the board was asked and gave eight separate extensions to the town to close the deal. Eight separate ones. and we got to a point where there was a sixth amendment where they the town actually had a up development. It is a it was a third party developer. Yes. to go ahead and basically pay the purchase price of the property, which at that point was $10 million. and we could never close on it, never close on it. And in 2019, we got to the eth amendment for the purchase and sale. The board gave it was there was a lot of discussion that night and it
224was a 6-2 vote to say, "We'll allow you to have through March 29th of 2019 to close on the deal." the deal never closed and the contract, the original contract for purchase and sale went away. So then fast forward to September of 2019, we enter into an agreement that basically we were going to sell the property for $10 million. there was going back there, there was appraisals on this property for $20 million back at that time. So that there was actual appraisals for that but we were going to put out requests for proposal right. So the first request for proposal sort of went in by the way that was right before COVID hit. So everything like paused with respect to CO and then we issued a second request for proposal and that second request for
225proposal we had three responsive or three biders. None of them were deemed responsive. in the world of bidding, if they're not a responsive or responsible bidder for an RFP, you have to reject all bids. So, none of the three developers that applied were deemed responsive. And then we had a second R or third RFP, excuse me, that we put out. That's the one where we ended up with Falconee, who was the responsive bidder. They agreed to buy the property for $14 million. and it went to they needed some comprehensive plan changes to do the exact development they wanted to do, but it was mixed used. It was they had mixed use, my understanding and in looking at the 2018 amendment to Eatenville's comp plan. Our schoolboard property is listed as mixed. That's what I've been
226able to research here just in the 10 minutes since you've asked. So in 2023, we give the cont 2021, we give the contract to Falconee. It ends up being Sovereign. They assign their rights to Sovereign. Sovereign goes to, the town of Eatenville asking for the comprehensive plan changes in 2023. the town declines to adopt the comprehensive plan changes. Sovereign says, "Well, based upon their failure to adopt the comprehensive plan changes, we are going to go ahead and cancel the contract." And shortly after they shortly before they canled the contract was when we had the association to preserve the Eatenville lawsuit. If I remember correctly, it was about a week before the Association Preserve Eatenville filed a two-count complaint against us to say one, we hadn't properly surplused the property. to that the property still contained
227the use restriction on it. Right? So that contract was canceled. We went through the litigation. we would since we didn't have any current plans to sell the property, the court dismissed the litigation said look there's no pending current dispute for us to decide. And at that point we did not have the property up for sale. Now, the only thing we have this board on September 30th, and I'm going to talk about the litigation real quick. On September 30th this year, when we approved theou, the board surplused all of the property that's at issue here. We're also updating our educational plant survey. This board's going to vote on that on next Tuesday to confirm this board's discussion to already surplus the property. We're updating our plant survey that we have on file with DOE to surplus
228all of that property. So, that will not be an issue after January 13th. Well, you don't we don't think it's an issue now based upon the board's September 30th action, but it will not be an issue as of January 13th under no circumstance. The other thing is did we have the legal right to dispose of the property? Do we have to use it for education purposes? The town was involved in the lawsuit. They were the ones who sued us and it was not a negative lawsuit in any way. They wanted to develop the property. They wanted to have a tax base and they couldn't have it with the use restriction that said it had to be used for the educational purposes. Right? So, we got a settlement agreement between the town, the Hungerford Trust, and
229the school board to remove the use restriction. We paid a million dollars to the Hungerford Trust. We had the use restriction removed. the court approved the settlement. So we think any lawsuit with respect to saying that there's a use restriction on that property is invalid, not meritorious. There is no use restriction on that property from our view. So the two bases that we were sued the last time are not going to happen. From that standpoint, I'm comfortable that we are in a position to dispose of the property pursuant to 101328. But that is the history. the town of Eatenville. We had a purchase and sale contract with them in 2010. We gave them eight extensions to close over nine years. They had developers. They did not do it. We then went out, entered into another
230purchase and sale agreement, agreed to get put out an RFP on the town's behalf to get a developer to develop to bring mixed use to bring a tax base in there. We worked through there was an let's just be clear there was an election change in leadership at Eatenville and the things that we were working on went away and the town turned down the comprehensive plan changes. That's where we are. All right, member Bird. Yes. And I'm I'm so glad that I'm following that because that was kind of what Yeah, I totally forgot about the eight extensions. yeah, that was what I was going to comment on. You know, I've been on this board along with member Gallow and Chair Jacobs. This is our seventh year on this board. And at the beginning of our
231terms, that was when we were dealing with this when we had they had the sale and they had had the extensions and then that fell through and then we had the RFPs and each time we were so excited cuz we thought we were getting there and then it would fall apart and then there was the fighting in the town and then it would fall apart and then so From my perspective of that history, you know, when people would come to me and say, well, why don't you just give the land to the town? because the in my perspective is it's I've never been shown that the town will be able to productively take care of this property the way it needs to be taken care of. And not because they don't care about it because
232they do they're passionate. But there are competing interests. There are politics. There is just it's a str everything that we've ever tried to do has always been a struggle. So when Dr. Phillips came in and they're willing to put their reputation on the line for what is definitely going to be challenging. and quite honestly I'm I'm sitting here when I was listening to the town council. I'm I'm in my head thinking, "Oh my gosh, like just stay with us. Stay with us, Dr. Phillips." thank God for their for their heart for building community because this is a challenging place to be and they have a lot on the line. Let's think about this. This property is all eyes are on this property and what is going to happen to the future of this property. Nationwide
233eyes are on this project. They have a lot to risk here. and they and as they mentioned, you know, they have a hundredyear legacy of building communities up. So to imagine them coming in here and not doing what is absolutely the best thing to build up this community and to preserve it and to you know figure out how to maintain it when it has had struggles would just not make any sense. it just it would make no sense to think that they are not going to do absolutely everything possible to make that happen. So you know I stand in agreement with it. I am thankful for the vision. I'm I'm thankful for the their willingness to to do it and to and to recognize how special it is and how it deserves to have a
234name like the Dr. Phillips Charities behind it to move it forward. So, I'm thankful. and I'll be standing in favor of it. As far as the other question, which was either letting it go forward or and then coming back to add it on. I don't I mean I'm I don't have a problem with that necessarily. I think that would be fine with me. Thank you. Okay. Member Salamanga. Yeah, I was just going to briefly speak to that too. defer to you, John, on the timing of this. I don't think any of us want to delay this, but I think my two questions on language would be I don't know if it's right or first refusal or as or at least a right to purchase first if that's in the future. Right. folks said that there's
235money in the town and in the case that the property suddenly is in use, it's not approved, maybe they have the right to purchase it first or something. I don't I don't know what it is and it I defer to you on what would be good. the second one was on the good faith efforts. The definition feels really vague to me still. So I don't know if we could double down and be a little bit more explicit of one good faith efforts on both parts on on the good faith efforts. Could we put, and again, I don't know that it needs to be in the contract, but a requirement that the board be notified if the superintendent was going to exercise that and then the board could choose. We want to discuss whether that amounts
236to a substantial or not. So, it madame chair, may I? Yeah, of course. I'm sorry, John, you're recognized. That's okay. so there's ways you could do this like to the extent that you know the superintendent you know executes an amendment I'm not you know I'll talk with her may this her being a superintendent sorry pronouns again to the extent the superintendent may not want that authority to you know do amendments and so if it's one of those where if the superintendent doesn't want the authority to do amendments we could just exercise excise that provision vision out. I don't think Dr. Phillips would have an issue with with that, but you know, we'll talk to their folks. so and I'll talk with the superintendent to see whether or not she needs the she even wants the
237ability to engage in minor non-s substantive amendments. with respect to good faith efforts, I will try to do what I can to to see if there's any way to tighten that language up. you know, commercially reasonable good faith efforts. That's that's typically a I know you don't like I know you like a little bit more specificity in that. I'm not sure that we can get to the more specificity. However, I can ask them to do them being Dr. Phillips to see whether or not there's more specific language we can agree to. Yeah. I don't I don't want to put an extra burden on it. I think it's the that the good faith clause is broad enough that I think most if you go to court most judges would say that you have to do a
238factf finding analysis of all the things of who did what or not to the degree that you know good faith is you do send them an email and notify them you do go to a community meeting or the council meeting to talk like there is some more lower like kind of really basic parts that I think we'd want to because we have heard heard from folks say you know they never reached out to us they never talked to us they never invited us to comm whether true or not this just the way I don't want to go down the fact intensive finding analysis and search up here in this board I don't know that a judge would either and that just opens up for like it's very vague so yeah you know a judge would
239have to get into okay did they contact the council versus like just the town manager all of those types of things are. I understand that, but I will do what I can to see if we can tighten it. Thank you. with regard to some of these, I mean, there's just going to be documentation that Oh, yeah. Yes. You submitted an application and certified letters to the town saying we are submitting this development plan, certified letter to the town that says, "Hey, we understand that the comp plan may not and the zoning may not allow this current usage. We are asking to initiate that process." That kind of stuff. If if you have that, I think any court in the world is going to say that's a good faith commercially reasonable effort. That's that's why I
240was feeling more comfortable because in most of the cases where we use that term, there is going to be clear documentation. okay. member Gallo. Thank you, Madam Chair. so I have just a couple of questions. When was this contract in its current form going to be approved by the board? Was it at the next board meeting? Okay. if we make changes, then obviously it's not going to be on the next board meeting, Doc. Is that correct? Or would we have time to make changes if needed and still be able to improve it on the 9th? because I think no that was so I will and my team will diligently get to Dr. Phillips this week. We already are going to have on the agenda published today an agenda item. I say that presuming the board
241gives us the go-ahad to h enter into this arrangement here gives the consensus to at least put it on the agenda for the next meeting. we will have a placeholder on the agenda for that. I will diligently then work with Dr. Phillips this week. My team will diligently work with them to try to change the language, get it done to the extent we can. If not, I'll inform if we can, I give the board the change document with the language indicated is changed. If we cannot, I'll indicate to the board they didn't agree to any changes or whe whatever the status is. And then the board can decide we have the current contract as is or we have the contract as amended. You all can consider it at the next meeting and make the decision
242on it. Perfect. Yep. Okay. Thank you, John. I just I personally my feelings on this is if any of these changes are going to delay us from approving this the next board meeting, I would rather move forward with what we currently have and look at because I do believe that there's going to be changes to the contract and then look at what we can do after the fact. I don't want I don't want this delayed another month because we're nitpicking apart a contract. I want I want it on the docket. I want I want to get this approved so that the good work could get started. Thank you. All right. Thank you, member Gallo. we don't take a vote during work sessions. I think the direction is clear from the board on this. I do
243want to I do want to make one closing comment. I I know this may sound not hypocritical, may sound insincere, but I do mean it sincerely. The fact that you all are here and the fact that this that you are as as passionate and as determined as you are is a very good thing and I'm I am very grateful that we have the kind of public servants in Eatenville that care this much and are you while you don't agree with us and I understand that I do appreciate the degree of commitment and passion that you have and I think the citizens of eaten and are lucky to have you. All right. Is there anything further that we need to do before we can adjourn this meeting? yes. Dr. Casquez. Okay. Totally off topic, but today
244is our general counsel's birthday. Oh, it is. Yeah. Yeah. And it's a big one. Oh, wow. Well, I thought it was 6, but he corrected me that it's only 50. So, I think we should. It's not that big of one. I'm sorry. I'm sorry. It's only halfway to 100. John, you look great, John. You look great. Only halfway to 100. We should have had an AARP with his face on it. Do you get that at 50? Oh, wow. John, yes. Very exciting. All right. All right. Thank you for for pointing that out. All right, folks. Thank you everyone for being here. Meeting is now adjourned. Heat. Heat.