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                         The above agencies came to be heard before
               THE FLORIDA CABINET, Honorable Governor Bush presiding, in the
               Cabinet Meeting Room, LL-03, The Capitol, Tallahassee, Florida,
               on the 29th day of April, 2004 commencing at approximately
               9:30 a.m.


                                        Reported by:

                                     KRISTEN L. BENTLEY
                                  Certified Court Reporter


                             ACCURATE STENOTYPE REPORTERS, INC.
                                  2894 REMINGTON GREEN LANE
                           TALLAHASSEE, FL  32308   (850)878-2221

                         Representing the Florida Cabinet:

                         JEB BUSH

                         CHARLES H. BRONSON
                         Commissioner of Agriculture

                         CHARLIE CRIST
                         Attorney General

                         TOM GALLAGHER
                         Chief Financial Officer

                                           * * *

















                                   ACCURATE STENOTYPE REPORTERS, INC.

                                          I N D E X

               (Presented by TERESA TINKER)

               ITEM                  ACTION                 PAGE
               1                     Approved               4
               2                     Approved               25

               (Presented by COLLEEN CASTILLE)

               ITEM                  ACTION                 PAGE

               1                     Approved               27
               2                     Approved               27
               3                     Approved               28
               4                     Approved               33
               5                     DEFERRED               34

               (Presented by COLEMAN STIPANOVICH)

               ITEM                  ACTION                 PAGE

               1                     Approved               35
               2                     Approved               35
               3                     Approved               35











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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1                              PROCEEDINGS

          2              THE GOVERNOR:  Administration Commission.  Well,

          3         first of all, the next cabinet meeting will be May 11th,

          4         Tuesday, 2004.  T-square, don't hide behind that thing.

          5              MS. TINKER:  Good morning, sir, cabinet members.

          6         Item No. 1, recommend approval of the minutes of the

          7         March 9th meeting.

          8              THE GOVERNOR:  Is there a motion?

          9              GENERAL CRIST:  Motion.

         10               CFO GALLAGHER:  Second.

         11              THE GOVERNOR:  Moved and seconded.  Without

         12         objection, the item passes.

         13              Item 2.

         14              MS. TINKER:  Item 2 is the University of Central

         15         Florida campus master plan.  I'm pleased to report this

         16         morning, Governor, that the parties have reached an

         17         agreement on the proposed final order with a few

         18         amendments.  So our recommendation is to enter the amended

         19         proposed final order with these changes.

         20              The first change deals with the northwest corner of

         21         the property where we're going to be putting housing in

         22         that southern portion.  We want to make sure that there is

         23         a permanent fence between the housing and the area that

         24         will remain a natural conservation.

         25              Number two, the University will notice the director

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         of the arboretum when any proposed amendments to the

          2         arboretum area are contemplated.  Item No. 3, there are

          3         amendments to the conservation element and the future land

          4         use element just to clarify what development is allowed in

          5         those conservation areas.

          6              And then No. 4, we want to clarify that in the

          7         existing parking area of that arboretum, that was

          8         designated parking, and we're suggesting it be designated

          9         as undeveloped, that the University will be allowed to

         10         square up that existing parking area.  The order right now

         11         says that they have to stay within the same footprint but

         12         they need to be able to square it up.  So staff supports

         13         those good changes that the parties have agreed to.

         14              We have a few speakers this morning, Governor, and

         15         we've asked the speakers to limit their time to no more

         16         than two minutes each.

         17              First, we'll hear from the Petitioners, Terrell

         18         Arline.

         19              MR. ARLINE:  Good morning.  It's an honor to be here.

         20         I'm Terrell Arline, attorney here in Tallahassee.  I

         21         represent the Petitioners.  In order to expedite things

         22         today, I'd just like to let a few of the folks that were

         23         involved in the process make a brief presentation.  And

         24         that will be -- first, you'll hear from Karina Veaudry who

         25         will talk about the arboretum.  Then from Becky Eagan who

                                   ACCURATE STENOTYPE REPORTERS, INC.

                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         will explain to you her point of view in the northwest

          2         quadrant.  After that, you'll hear from Marge Holt who's

          3         with the Sierra Club and Sierra Club has been monitoring

          4         this for over ten years.  Then you'll hear from Sue

          5         Eberle.

          6              And to finalize our presentation, we felt it

          7         appropriate that you hear from some of the students who

          8         actually are going to benefit from this order.  So four

          9         students from UCF have come up here and they'd like to

         10         make a brief presentation too.  And after that, I'll

         11         close.  Karina.

         12              MS. VEAUDRY:  Hello.  I want to thank everybody

         13         involved for recognizing the importance of outdoor

         14         classrooms and conserving unique and endangered

         15         ecosystems.  While it's not permanent preservation of a

         16         conservation easement, everybody is thrilled and the

         17         biology faculty and students, the rest of campus, and

         18         indeed the general community can continue on the level of

         19         excellence that we've provided at UCF in the field of

         20         biology and ecology.  And we look forward to working with

         21         UCF in the future.  Thank you.

         22              THE GOVERNOR:  Thank you.

         23              MS. EAGAN:  I'm Rebecca Eagan.  And I want to thank

         24         you, Governor Bush, for listening to me on the northwest

         25         quadrant issue when you could easily have turned a deaf

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         ear.  I want to thank all the cabinet aides for their

          2         sincere effort to sift through the Petitioners' grievances

          3         to arrive at this final order because I feel like our

          4         genuine conservation concerns have been addressed.

          5              I feel the process has worked, the general public

          6         will be better for it, and we've been heard.  Thomas

          7         Jefferson in his inaugural address of 1801 spoke of the

          8         sacred preservation of the public faith.  And I think we

          9         can, with confidence, say that the public faith has been

         10         preserved with this final order.  And so I thank you for

         11         this opportunity to speak.

         12              THE GOVERNOR:  Thank you, Rebecca.

         13              MS. HOLT:  Good morning, Governor and cabinet

         14         members.  I'm Marjorie Holt with the Sierra Club, central

         15         Florida group.  And first of all, I would like to thank

         16         the cabinet aides and the staff who put so much time and

         17         effort and assessment into the criteria that has been put

         18         forth.  I too look forward to working with UCF in the

         19         amendment process and in the future and hope we can keep

         20         this issue going and do what's best for the University and

         21         the community.  Thank you.

         22              THE GOVERNOR:  Thank you.

         23              MS. EBERLE:  Good morning.  I'm Susan Eberle and I

         24         too wanted to praise the aides and thank them for all the

         25         time and effort they put into this.  I want to thank you

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         for all your considerations and for doing what is right.

          2         I also want to say that you've done a good job in

          3         protecting UCF's environmental treasures, the arboretum

          4         and the northwest quadrant.

          5              Additionally, I'd like to thank Walker Banning and

          6         Moses Williams from the Department of Community Affairs

          7         from all their effort.  They did such a job combing

          8         through thousands of pages of documents.  And I would also

          9         like to say that I remain committed in working with UCF

         10         and the community on two very important issues and they

         11         are the floodplain issue and the transportation issues,

         12         that we have safe places to live.  And I thank you for

         13         your attention.

         14              THE GOVERNOR:  Thank you.  Thank you for being here.

         15         Do you have some students?

         16              MS. EHRING:  Hello.  My name is Susan Ehring.  I'm a

         17         senior environmental engineering major at UCF.  I'm the

         18         president of the Environmental Society.  And I just wanted

         19         to thank you for having us speak today and also thank the

         20         cabinet members for going to the arboretum and actually

         21         seeing the beauty in the natural ecosystems.

         22              I just wanted to say, as a member of the

         23         Environmental Society, we use that area for our members,

         24         our meetings and for nature hikes and learning experiences

         25         like workshops and it's just really good to have that for

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         future use for students and I'm appreciating that there is

          2         going to be that opportunity for future students to come

          3         and see that.  Thank you.

          4              THE GOVERNOR:  Thank you.

          5              MS. KAMKE:  Hello.  My name is Bridget.  I'm a UCF

          6         alumni.  I graduated in '94.  And I'm grateful that you

          7         guys are helping to preserve the arboretum because I think

          8         it's one of the most beautiful things about the campus and

          9         it's also a selling point to prospective students.  Even

         10         my husband is a botanist and he's thinking about going

         11         there for, you know, higher education like his graduate

         12         degree because of the arboretum.  So thank you.

         13              THE GOVERNOR:  Thank you for being here.

         14              MR. PFINGSTEN:  Thank you for allowing me to speak

         15         today.  My name is Ian Pfingsten.  I'm a student at UCF

         16         and I'm also vice president of the UCF Environmental

         17         Society and I'm also a biology major there and I've taken

         18         numerous courses that have utilized the 84 acres of the

         19         arboretum and we've studied numerous examples of keystone

         20         species and natural habitats there and there is future

         21         classes that I plan to take that use the arboretum and I

         22         thank you for all the amendments and the passage that you

         23         made.  Appreciate it.  Thank you.

         24              THE GOVERNOR:  Thank you.

         25              MS. RUFF:  Good morning, Governor and cabinet members

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         and aides.  I want to thank you very much for all your

          2         work and efforts to allow us to come to an agreement this

          3         morning.  My name is Emily.  I've been a student at UCF

          4         for three years.  I'm a philosophy major, student leader

          5         in several organizations and also a member of the Who's

          6         Who at UCF.  I want to, again, thank you for your time

          7         this morning.

          8              We are very pleased that a permanent fence agreement

          9         has been come to in the northwest quadrant.  Although the

         10         development in that area is still not available to over

         11         90 percent of the students, we are pleased that most of

         12         that land will still be preserved.  I do ask the State and

         13         UCF to, in the future, please make sure that the public

         14         process is upheld in matters such as this.  Many students

         15         and community members as well felt that there were limited

         16         opportunities for student voices to be heard in this

         17         matter.

         18              We do appreciate your time this morning.  Thank you

         19         for hearing us and we hope to work together in the future.

         20         Thank you.

         21              THE GOVERNOR:  Thank you.

         22              MR. DeVLIEGER:  Good morning, all.  My name is Matt

         23         DeVlieger.  I live just behind the campus in an area

         24         called Bonneville.  And behind my house and my backyard is

         25         the arboretum.  I get to see it every day.  I ride my bike

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         to school.  On my way home, I go through Research Park

          2         which is right along the arboretum and you can see a lot

          3         about Research Park in the pamphlets that you'll receive

          4         today.  One thing that I do see on my way home are deer

          5         galloping through the streets there.  And it's just nice

          6         to know they are having a little bit of their home saved.

          7              I've used the arboretum for a lot of events.  I've

          8         organized a two-week event a couple months ago and we use

          9         the arboretum as a classroom to hold many workshops there

         10         and it's been really great to have it.  Henry David

         11         Thoreau, a great American, once said, In wilderness is the

         12         salvation of humanity.  And I believe in the arboretum

         13         lies a salvation of UCF, its students and the surrounding

         14         community.  Thank you.

         15              THE GOVERNOR:  Thank you for being here.

         16              MS. TINKER:  Governor, we're going to allow

         17         Mr. Arline to close for the Petitioners.  But right now,

         18         Representative Mealor is here and he'd like to say a few

         19         words.  As you know, he represents this area.

         20              REPRESENTATIVE MEALOR:  Governor, members of the

         21         cabinet, good morning and thank you.  It is an honor to be

         22         here.  And as a member of the Legislature in these final

         23         two days where things become very tense, it's very hectic.

         24         I think it is a remarkable moment in time, particularly

         25         for central Florida, that we see the art of compromise

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         take place in true negotiation.  As a former mayor Lake

          2         Mary, I work closely with the Seminole County commission

          3         in creating what we call a quality of life in Seminole

          4         County.  And here is the University of Central Florida,

          5         one of the largest growing universities in America, truly

          6         a remarkable public education story in America.

          7              This compromise is so important to the future

          8         students, the future leaders of the state of Florida.  We

          9         have those leaders.  I think we have the current student

         10         body present, the next student body present here.  What I

         11         want to say is good morning.  This is the way government

         12         should work, when we find solutions to problems and we

         13         work together hand in hand and find the appropriate

         14         solution.

         15              THE GOVERNOR:  Representative, are you saying this is

         16         the way it should work, comparing and contrasting the way

         17         it works up on the fourth floor?

         18              (Laughter.)

         19              REPRESENTATIVE MEALOR:  Governor, I may not be the

         20         best example of that this session.  I do want to thank you

         21         so very much.  This is a remarkable time, not just for

         22         central Florida, but for the University and our future

         23         leaders.  Thank you.

         24              MR. ARLINE:  That's a hard act to follow.  To

         25         conclude, I grew up in Palm Beach County.  I used to hunt

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         where PGA National is right now.  I'd ride my horses down

          2         I-95 out in the Palmetto hammocks there and it was an

          3         important experience for me.  And I'm sure you've had

          4         those same experiences.  And those places, unfortunately,

          5         are not always there today.  And the same thing happened

          6         in Orlando.

          7              And what's really happening today is we're realizing

          8         that perhaps what was insignificant 20, 30 years ago,

          9         17 acres of scrub habitat in this arboretum area, is very

         10         important given the growth of metropolitan Orlando.  And

         11         you've made a decision that is both environmentally,

         12         economically and educationally sound.  Because the

         13         arboretum in the northwest quadrant are laboratories, they

         14         are teaching laboratories, but they don't require any

         15         money to -- I mean, you have to maintain them but you

         16         don't have to buy them.  It's public land.  It's not like

         17         the physics lab that needs to spend money for a new

         18         laboratory.

         19              So that is a sound economic decision, to use a

         20         laboratory that is natural, that's been in place for over

         21         10,000 years.  And it provides, as we've learned, you

         22         know, habitat for critters that are endangered and

         23         necessary and they will be able to continue to have that

         24         place.  From an environmental standpoint it's good.  And

         25         the students, both the biology department and even the art

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         department, use these areas as an outdoor laboratory.  So

          2         from an educational standpoint, it's a victory as well.

          3              So on behalf of Susan Eberle and the Florida chapter

          4         of -- central Florida chapter of the Sierra Club, I want

          5         to thank you for having the vision to understand the

          6         importance of these natural resources to education and

          7         helping to protect them with this proposed order.  We

          8         would stipulate to the order as amended and agree not to

          9         appeal.  Thank you.

         10               CFO GALLAGHER:  I'll move Item 2 as amended.

         11              COMMISSIONER BRONSON:  Second.

         12              THE GOVERNOR:  Motion and second.  I think we have --

         13              MS. TINKER:  We have some more speakers, the

         14         University and then we've got a couple of citizens that

         15         would like to speak as well, Governor.

         16              THE GOVERNOR:  Before I implied that I was making fun

         17         of the Florida legislature since there are many important

         18         bills still waiting for passage (laughter) I want to

         19         retract my remarks.

         20              But I do want to say one thing about what the

         21         Legislature did and Representative Mealor deserves credit

         22         in this as well.  There was a pretty historic agreement on

         23         the Wekiva that I will gladly sign into law and I

         24         appreciate a lot of give and take there.  So a compromise

         25         in listening and working out a Shared vision can happen in

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         the Florida Legislature as well.  If I implied that I

          2         didn't believe that, I'd want to make sure I did not

          3         misspeak at such a critical time.  (Laughter.)

          4              MS. TINKER:  Governor, representing the University

          5         today we have Brenna Durden; vice president of

          6         administrative affairs, William Merk; university

          7         president, John Hitt; and student body president Brian

          8         Battles.

          9              THE GOVERNOR:  Very good.

         10              MS. DURDEN:  Good morning, Governor and cabinet

         11         members.  I'm Brenna Durden with Lewis, Longman and Walker

         12         on behalf of the University of Central Florida.  And for

         13         the record, we are in agreement with the final order, the

         14         draft final order as was amended this morning by

         15         Ms. Tinker.  In addition, the University of Central

         16         Florida stipulates that the -- it will not file any

         17         challenge to the final order as amended.  At this time, I

         18         believe Mr. Merk will speak, followed by Brian Battles and

         19         then Dr. Hitt.

         20              THE GOVERNOR:  Very good.

         21              MR. MERK:  Good morning.  And thank you for the

         22         opportunity for all of us to say a few words.  We're very

         23         happy that we are finally coming to the conclusion of a

         24         long and arduous process here.  And I just wanted to say

         25         that the University administration and the student leaders

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          1         are quite proud of actually the environmental record we

          2         have at the University of Central Florida.  Couple of

          3         points that I think are important to keep things in

          4         perspective and that is that the University has 330 of its

          5         acres in conservation easements with St. Johns at the

          6         moment now and in perpetuity.  I don't know of any other

          7         university that has anything approaching that kind of

          8         commitment.

          9              This particular plan that you're preserving, the plan

         10         added 6 acres to that arboretum, so that stays as it is.

         11         Just trying to work with the environment, we've created a

         12         successful bus service in the past couple of years.  It's

         13         taken a lot of cars off the road and has allowed us to win

         14         some clean air awards.  We have, as part of that preserve

         15         area that I was talking about, 24 acres in a preserve for

         16         gopher tortoises for the relocation of those that we need

         17         to do in the future.

         18              And one thing that I thought was quite interesting,

         19         we were talking the other day, if you took the impervious

         20         surfaces on our campus, the roads, the sidewalks, the

         21         buildings, everything, and you pushed them all together in

         22         our 1400 acres, pushed every hard surface together in our

         23         1400 acres, there would be 1,000 acres of green left.  I

         24         think that's pretty remarkable when you think about it.

         25         And we are the only university in the system that I'm

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         aware of that's designed their whole campus around a

          2         cypress strand.  But at any rate, we appreciate your time

          3         and effort and look forward to moving forward into the

          4         future.  Thank you.

          5              THE GOVERNOR:  Thank you very much.  Mr. President.

          6              (Laughter.)

          7              MR. BATTLES:  Good morning.  My name is Brian Battles

          8         and I'm the current student body president at the

          9         University of Central Florida.  On behalf of the student

         10         body, we are appreciative of our University administration

         11         and our board of trustees' efforts to balance the concerns

         12         of the students, the development of goals of the

         13         university, and the environmental community interests at

         14         stake in this process.

         15              The student body and its elected representatives are

         16         equally committed to the thoughtful development of our

         17         campus.  I know your time is very valuable so I'd like to

         18         briefly acknowledge students in support of the master

         19         plan, including next year's student body president, by

         20         asking that they stand.  They have taken the time --

         21              THE GOVERNOR:  Good morning.  Thanks for being here.

         22              MR. BATTLES:  They have taken the time, probably in

         23         the one free week they have during the year between the

         24         spring and summer semester, to voice their concerns.  So

         25         while we supported the University's original proposed

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         order and campus master plan, we understand and appreciate

          2         the efforts of the administration and commission and its

          3         staff have dedicated to developing a compromise among the

          4         various parties.  Therefore, on behalf of the student

          5         body, I'm here to support the proposed order being

          6         considered today and I thank you for allowing me the

          7         opportunity to speak with you.

          8              THE GOVERNOR:  Thank you, sir.

          9              Good morning, sir.

         10              MR. HITT:  Good morning, Governor.  Well, let me add

         11         my words of appreciation to the cabinet and governor and

         12         their staffs for taking time to deal with a really

         13         difficult issue.  You as we have had to balance a number

         14         of strong competing interests and I am very glad that

         15         we've arrived at a compromise that all parties are pledged

         16         to accept.  And as has been said, we will not protest or

         17         appeal it.

         18              Just to remind us all what we're about, our mission,

         19         our goal is to provide an ever-growing student body access

         20         to high quality affordable education on a campus that is

         21         at the same time aesthetically pleasing and

         22         environmentally friendly.  Vice president Merk has already

         23         mentioned we got 330 acres in perpetual conservation

         24         easements with St. Johns Water Authority -- or Water

         25         Management District.  We're proud of that.  The original

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          1         plan, as we presented it, added 6 acres to the arboretum.

          2         We know it's an important asset for our campus and we are

          3         delighted that we're going to be able to preserve it.

          4         We've got a full-time director.  In the process of

          5         appointing a full-time director who will be a tenured

          6         member of our biology faculty.  And I think we're going to

          7         enhance in very significant ways the quality of that

          8         asset.

          9              But at base, we are serving 42,000 students and that

         10         population is growing.  We turn away about half of those

         11         who apply.  We get about 25,000 applications for admission

         12         every year and we are urged by the Legislature, by the

         13         Board of Governors, by the Department of Education, to

         14         meet Florida's need for an increasingly well-educated

         15         workforce.  Because we have to turn away so many students,

         16         our average SAT keeps rising year by year.  We're now at

         17         1176 as an average SAT and a high school GPA of 3.9 for

         18         the 4200 freshmen we admitted last year.

         19              Some are concerned that we are large.  I'm concerned

         20         we aren't as large as Florida needs us to be for its

         21         future.  We have now an estimated economic impact on

         22         central Florida of 1.278 billion dollars annually.  You

         23         combine that with the Research Park that you see how

         24         people founded and it works hand in glove with us and the

         25         economic impact is 2.649 billion a year in central

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          1         Florida.  And direct and indirect jobs number 35,000.  Is

          2         it tough to balance a lot of competing interests when

          3         you're serving a community that size?  Absolutely.  But it

          4         can be done and I think the compromise we've reached here

          5         does so in a very good way.  We're now the second largest

          6         university in the state.  I don't know that we'll ever be

          7         the largest, but we're proud that we have been able to

          8         sustain growth and increase quality year by year.

          9              And we think while we didn't get everything we wanted

         10         in this master plan, we really appreciate the time that

         11         you and your aides have spent in sifting through the

         12         issues.  And, Governor, we thank you for what I think is a

         13         fair and balanced way in which we've arrived at a

         14         compromise that you've heard all parties say today we can

         15         live with.  So thank you very much.

         16              THE GOVERNOR:  Thank you, President Hitt, for all

         17         your work on this and your team and your trustees.

         18              COMMISSIONER BRONSON:  Governor, thank you.  And I

         19         wanted to congratulate President Hitt and the University

         20         too.  My oldest daughter graduated from UCF and she

         21         graduated on a program where they actually go to and went

         22         to Brevard Community College and offered their four-year

         23         degrees and there are a lot of students at Brevard that

         24         don't go over and clutter up UCF campus with extra bodies

         25         and cars that actually have the chance to graduate from

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         UCF and I think that's a great program for those who maybe

          2         don't necessarily want to move away from home particularly

          3         to go over to a university but still have an opportunity

          4         to graduate from a great university.  So I'd like to

          5         congratulate you on that program and I hope you even

          6         expand that program further.

          7              MS. TINKER:  Governor, we do have two more speakers.

          8         Ronald Brooke, who is president of a homeowners'

          9         association in the area, followed by Charles Lee with

         10         Audubon Society.

         11              THE GOVERNOR:  Okay.  If we can just urge them to be

         12         brief.

         13              MR. BROOKE:  Governor, cabinet.

         14              THE GOVERNOR:  Good morning.

         15              MR. BROOKE:  The first thing I'd like to say is thank

         16         you for recognizing the donor program.  After 21 years of

         17         service my ACL right side, I lost it.  And they replaced

         18         it a year and a half ago.  Thank you.  Now I'm not

         19         actually the president of one of the homeowner's

         20         associations but I do, in fact, own this house right here.

         21         I live in this house right here.  (Indicating.)  All

         22         right.

         23              THE GOVERNOR:  Okay.

         24              MR. BROOKE:  And I'm representing -- there are two

         25         housing developments on the east side of UCF.  If you'll

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         notice on the right-hand side over there, behind all the

          2         cameras, you have pictures that show the beginning of --

          3         starting way back in the '70s, coming all the way up to

          4         the picture that's in the screen as to where we are today.

          5         Although the picture on the screen is not the current

          6         picture and I don't know why they don't have that.  We do

          7         have one behind us.  The thing you do notice is that there

          8         has been a horrendous amount of explosive development in

          9         this area.  And the environment is very important because

         10         we only have one earth.

         11              And the one thing even UCF cannot control is the

         12         amount of rainwater that we get.  In the paper that's been

         13         presented today that both sides have agreed upon, if you

         14         look back on Page 10, the potential research -- future

         15         research area, it discusses the agreement between

         16         St. Johns and UCF.  St. Johns and UCF have just gone into

         17         a permitted program that allows for 383 acres to be

         18         impermeable land.  As was mentioned by Bill over here

         19         earlier, if you take all of the impermeable land and push

         20         it together at UCF, there is 1,000 acres left over.

         21              At 14, 15 -- of the total acres on campus, that means

         22         they have 14, 15 acres of impermeable structure already on

         23         campus.  They are authorized 383.  They have already

         24         exceeded the maximum of any impervious structure on the

         25         entire main campus.  In their own master plan they say

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         they're authorized 374 acres.  Should I stop, sir?  I

          2         thought you had a question.

          3              When you take the agreement that UCF has with

          4         St. Johns Water Management District to ensure that the

          5         people such as myself and my neighbors do not get flooded

          6         out, they cannot exceed 383 acres according to their own

          7         plan.  They've only already stated themselves, Mr. Hitt in

          8         an article in the Sentinel said that there is 28 percent

          9         which represents, I think it was, 390 something acres.

         10         Bill has just said it represents 415 acres of impervious

         11         right now.  They're only authorized a number less than

         12         that.  They are authorized 383.

         13              So what we have is just -- if you look at the big

         14         picture and you look at do we really care about the

         15         environment, do we really care about creating a flood

         16         hazard, right now UCF cannot build any more buildings.

         17         They can't build six acres over in the northwest quadrant.

         18         They for sure can't build that research center because

         19         that separates the riparian way of the Little Econ.  And

         20         it will automatically create a flooding situation in two

         21         housing areas.  I really don't think that's what we want

         22         to do.

         23              They have agreed to this final draft order.  The

         24         final draft order says they have to comply with the

         25         St. Johns permitting.  And the St. Johns permitting says

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1         they can have no further construction on campus.  Do you

          2         have any questions for me?

          3              THE GOVERNOR:  No, sir.  We appreciate you coming.

          4              Mr. Lee.  How come you always get to speak last?

          5         What's this?  Do you have some special deal?

          6              MR. LEE:  I'm not sure, Governor.  I didn't set the

          7         order.  I'm just here on behalf of Audubon Florida,

          8         State's oldest and largest environmental group, to thank

          9         your staff and particularly the staff of the Department of

         10         Community Affairs that took seriously the concerns of

         11         Marge Holt and others with the environmental groups in

         12         central Florida who began examining this plan and reached

         13         the kind of problem-solving compromise we have in front of

         14         you today.

         15              And I really think that if you look at the work of

         16         the Department of Community Affairs on this case, if you

         17         look at the work that they have recently done and brought

         18         to a successful conclusion through the legislation on the

         19         Wekiva River, the work, Governor, you have recently

         20         initiated by the executive order-created task force in the

         21         lower east coast on the Indian River, this is the kind of

         22         problem-solving that really gets to the route of that

         23         critical balance between protection of the environment and

         24         growth that's going on in the state and brings us

         25         solutions that can work and have promise.

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                    ADMINISTRATION COMMISSION - APRIL 29, 2004
          1              And I think what we have here with regard to

          2         protecting the environment, the great assets of the

          3         arboretum and other teaching tools at the University as

          4         well as the natural environment in that area is exemplary

          5         of what the Department of Community Affairs can and has

          6         been able to do.  And so we would hope in addition to

          7         endorsing your action here today that we could take this

          8         as another indication of sort of the highest and best

          9         purpose of what D.C.A. can do in terms of bringing

         10         together solutions to these kind of problems.  And we hope

         11         and urge that this kind of effort be continued with the

         12         other very difficult environmental problems we have

         13         throughout Florida because it can bring some very

         14         important solutions to the table and it has here.

         15              Thank you very much.

         16              THE GOVERNOR:  Thank you, Charles.  There is -- are

         17         there any other?

         18              MS. TINKER:  No, sir.

         19              THE GOVERNOR:  There is a motion and a second.  Any

         20         other discussion?  Without objection, the amended order

         21         passes.

         22              Thank you, Teresa, for all your work.  Staff,

         23         e-mailers, student leaders.  Appreciate everyone's work on

         24         this.


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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1              THE GOVERNOR:  Board of Trustees.

          2              MS. CASTILLE:  Morning, Governor, members of the

          3         cabinet.

          4              THE GOVERNOR:  Good morning, Secretary.

          5              MS. CASTILLE:  Item 1 is consideration of an option

          6         agreement to acquire 23.92 acres within Rookery Bay,

          7         Florida.  The acquisition involves two of the last three

          8         remaining parcels on Cannon Island which is a 320-acre

          9         island within Rookery Bay which is where you were last

         10         year -- last week, Governor.

         11              The ghost orchid, the butterfly orchid, and the

         12         American crocodile are some of the species that we'll be

         13         protecting through the acquisition of this island.  There

         14         is a last 20-acre parcel that remains --

         15              THE GOVERNOR:  Wasn't the ghost orchid in that movie

         16         that --

         17              MS. CASTILLE:  Yes, sir.  Adaptation, I believe, is

         18         the name of the movie -- or the book.

         19              THE GOVERNOR:  It's illegal to take it.  So how did

         20         they get this picture?

         21              MS. CASTILLE:  It's just a picture.  (Laughter.)

         22         It's not the real thing.

         23              THE GOVERNOR:  You weren't personally involved in

         24         this?

         25              MS. CASTILLE:  Take only photos.  That's our motto at

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1         state parks.

          2              THE GOVERNOR:  I don't see the stem.

          3              MS. CASTILLE:  It's up to the right.

          4               CFO GALLAGHER:  Do we have a guard on this guy?

          5              THE GOVERNOR:  That's a beautiful flower, isn't it?

          6              MS. CASTILLE:  It is a gorgeous flower.  It's a very

          7         intriguing and -- what was the word that -- I'll have to

          8         think of it, that Eric used about the birds.  Anyway, this

          9         acquisition is a consideration of $540,000.

         10              THE GOVERNOR:  Is there a motion?

         11               CFO GALLAGHER:  Motion.

         12              GENERAL CRIST:  Second.

         13              THE GOVERNOR:  Moved and seconded.  Without

         14         objection, the item passes.

         15              MS. CASTILLE:  Item 2 is consideration of an option

         16         agreement to acquire 29.83 acres within the Brevard County

         17         coastal scrub ecosystem.

         18               CFO GALLAGHER:  Motion on 2.

         19              GENERAL CRIST:  Second.

         20              THE GOVERNOR:  There is a motion and a second.  Would

         21         you like to say anything more, Colleen?

         22              MS. CASTILLE:  No, sir.

         23              THE GOVERNOR:  It's passed without objection.

         24              MS. CASTILLE:  Item 3 is a -- I'm sorry, was there

         25         anyone who wanted to speak on Item 2?  No.  Okay.

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1              Item 3 is an authority to enter into an acquisition

          2         agreement with Northwest Florida Water Management District

          3         and the Conservation Fund as a cooperating entity.  This

          4         is a 161 acquisition agreement that we have with the

          5         District and a third party.  This is the first time we

          6         have involved a third party in this acquisition agreement.

          7         This is simply the authorization for acquisition of some

          8         parcels in Escambia County.

          9               CFO GALLAGHER:  Motion on 3.

         10              GENERAL CRIST:  Second.

         11              THE GOVERNOR:  Moved and seconded.  Without

         12         objection, the item passes.

         13              MS. CASTILLE:  Item 4 is one of the things I'm very

         14         excited about, Governor.  Treasurer Gallagher, you may

         15         remember when Eva Armstrong and I were your cabinet aides

         16         that we started with the negotiations with the City on the

         17         cleanup on this park.  And it's been 15 years and there

         18         are a lot of people to thank for this agreement.

         19              The consideration that is before you is a conveyance

         20         of two parcels of land at Cascades Park and part of a

         21         settlement agreement between the City of Tallahassee and

         22         the state of Florida.  The parcels proposed for conveyance

         23         are the 7.72-acre Centennial Field site, which is

         24         Parcel A, and the 5-acre site east of Gadsden, which is

         25         Parcel B.  The settlement agreement ends this 15-year

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1         debate on the apportionment of costs for cleanup from a

          2         former coal gasification plant.

          3              The pollutant that is at issue is coal tar that

          4         remains in the ground and was moved around by some dirt

          5         moving that occurred at the site.  So I would like to

          6         thank in this item, Mayor Marks and his staff, Jim

          7         English.  And I would like to thank many folks at DMS.

          8         It's Robert Josť and Sam Marley and Secretary Simon is

          9         here as well.  And last but not least, the DEP staff, Mike

         10         Sole, Bud Vielhauer, Dale Adams and Bob Ballard.  And Kent

         11         Perez who brought it all together and tied it up in a bow

         12         to present to you.

         13              THE GOVERNOR:  He disappeared.  His moment of truth.

         14         There he is.

         15              MS. CASTILLE:  I would like to go ahead and unless

         16         you would like more information on the details of the

         17         agreement, I would like to go ahead to ask Mayor Marks if

         18         he'd like to step up.

         19              THE GOVERNOR:  Please.  Mayor, welcome.

         20              MAYOR MARKS:  Thank you, Governor and members of the

         21         cabinet.  It's an absolute pleasure.  I'm not crying, the

         22         allergies are getting me.

         23              (Laughter.)

         24              I kind of, in a way, feel like crying.

         25              THE GOVERNOR:  Tears of joy.

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1              MAYOR MARKS:  That's probably very accurate as well.

          2         I want to thank you for this opportunity to make a few

          3         comments in this regard.  And on behalf of the City of

          4         Tallahassee, I'd like to thank all of you for supporting

          5         this agreement between the City, Department of Management

          6         Services, and DEP and others for this remediation

          7         activities that's going to happen at Cascades Park, a

          8         very, very historic, historic place for all of us in this

          9         community.

         10              And as indicated by Colleen, the agreement provides

         11         for us, for the return of about 12 acres to the City in

         12         funding.  This is very important, of course, to assist in

         13         the cleanup and to convince us to work together, which is

         14         so significant in this entire matter to secure the

         15         additional funds to make sure we get this site cleaned up.

         16         And as I understand at this point in time the Legislature

         17         has acted appropriately in this regard.  So I will keep my

         18         comments and make sure everything goes smoothly as well,

         19         Governor, in terms of providing funds to at least begin

         20         the cleanup process for this particular site.

         21              This partnership will enable the City to move forward

         22         with the necessary steps to clean up this contaminated

         23         property and really return it for what it should be

         24         returned, our community use.  And with Cascades -- with

         25         the Cascades trail being such a signature part of

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1         Blueprint 2000, I hope you've heard of Blueprint 2000 and

          2         that effort.  This is really going to be great and we're

          3         very anxious to get started.

          4              I have to indicate my appreciation for this

          5         collaborative effort between a number of individuals.

          6         Governor, thank you first of all and your staff for

          7         getting us together so we can get this thing done.  As

          8         Colleen indicated, this has been a 15-year-long journey

          9         and we're finally coming to an end.  Kent Perez, Mike

         10         Sole, Bill Simon, Robert Jose.  And, of course, Colleen

         11         Castille were so very, very vitally important in this

         12         process and there are many others.  I know I'm probably

         13         missing some in the DMS staff and DEP for their

         14         commitment.

         15              I want to acknowledge the people from the City.

         16         There are a lot of people involved in this.  But I want to

         17         especially acknowledge Jim English, the City attorney

         18         who's worked on this.  Jim, please stand up.  Jim English

         19         has worked on this matter for so very, very long.  And

         20         Ralph DeMayo, outside counsel, has work on this as well

         21         and Corrin Taylor, she's worked on it.  And somebody very

         22         special to me, my chief of staff, Donna Hart who's worked

         23         on this matter as well.

         24              But I would be remiss if I didn't thank some other

         25         individuals as well.  Our local legislative delegation.

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1         This has been a truly bipartisan effort.  Especially

          2         thankful to Representative Loranne Ausley.  Representative

          3         Kilmer and Curtis Richardson.  And on the Senate side, as

          4         far as our legislative delegation is concerned, Senator Al

          5         Lawson and Senator Argenziano.  They just worked together

          6         on this manner.  And without their assistance, quite

          7         honestly, I don't know if we would have gotten to where we

          8         are.

          9              So, again, thank you for being a partner.  Thank you

         10         for being a partner in this effort and a friend of the

         11         City of Tallahassee.  And I'm pleased to see our mutual

         12         respect and cooperation continue to grow and I look

         13         forward to future interactions.  I want to repeat that, I

         14         look forward to future interaction and to continue to

         15         improve the quality of life for the capital city, your

         16         capital city, our capital city.  The capital city of all

         17         the people of the state of Florida.  Thank you so very,

         18         very much for this effort.

         19              THE GOVERNOR:  Thank you, Mayor.  Thank you so much

         20         for your leadership of this beautiful city.  It's been a

         21         joy to work with you and look forward to doing it, at

         22         least in my case a couple years more.  I hope you're

         23         staying mayor as long as you want.

         24               CFO GALLAGHER:  After 15 years of working for this,

         25         I would like the motion to approve Item 4.

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1              COMMISSIONER BRONSON:  Second.

          2              THE GOVERNOR:  Moved and seconded.  Without

          3         objection, by acclamation, with great joy, the motion

          4         passes.

          5               CFO GALLAGHER:  And, Governor, if I may for a

          6         second, we have three students with us this morning who've

          7         been selected to participate in our legislative affairs

          8         program in our office today and tomorrow.  Would you

          9         please stand and be recognized.  We have Amanda Marie

         10         Adkins from Pedro Menendez High School in St. Augustine.

         11         And Ashley Marie James from South Forsyth High School,

         12         Cumming, Georgia and Amy Adkins, Ashley's mom.

         13              THE GOVERNOR:  Welcome.  The treasurer is bringing in

         14         the guns to get the bills passed for the last two days.

         15               CFO GALLAGHER:  Major heavyweights here to work it

         16         out for us.

         17              THE GOVERNOR:  Thank you.  Hope you've enjoyed your

         18         time here with us.  Okay.

         19              MS. CASTILLE:  Moved and seconded and approved?

         20              THE GOVERNOR:  It's passed and all that.

         21              MS. CASTILLE:  Thank you, Mayor Marks.  Appreciate

         22         it.

         23              Item 5 is Mr. Hardy's item and we're deferring that

         24         to finalize the engineering that we're receiving and

         25         looking at other options as well.

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                        BOARD OF TRUSTEES - APRIL 29, 2004
          1              THE GOVERNOR:  Have you spoken to Mr. Hardy or his --

          2              MS. CASTILLE:  I personally have not.  However, staff

          3         has a meeting set up on May 7th?  May 7th.

          4               CFO GALLAGHER:  I move to defer.

          5              COMMISSIONER BRONSON:  Second.

          6              THE GOVERNOR:  There's a motion to defer and a

          7         second.  Without objection, the motion is deferred until

          8         two weeks from now?

          9              MS. CASTILLE:  Yes, sir.

         10              THE GOVERNOR:  Okay.

         11              MS. CASTILLE:  And that concludes our agenda.

         12              THE GOVERNOR:  Thank you.














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                  STATE BOARD OF ADMINISTRATION - APRIL 29, 2004
          1              THE GOVERNOR:  State Board of Administration.

          2               CFO GALLAGHER:  Motion on the minutes for April

          3         13th.

          4              GENERAL CRIST:  Second.

          5              THE GOVERNOR:  There's a motion and a second.  Item 1

          6         is approved without objection.

          7              MR. STIPANOVICH:  Good morning, Governor, members.

          8         Item No. 2 is a request for approval of fiscal

          9         determination of amount not exceeding 21,170,000

         10         tax-exempt, Florida Housing Finance Corporation

         11         multi-family mortgage revenue bonds.

         12              GENERAL CRIST:  Motion.

         13               CFO GALLAGHER:  Second.

         14              THE GOVERNOR:  Moved and seconded.  Without

         15         objection, the item passes.

         16              MR. STIPANOVICH:  The third item is request for

         17         approval of fiscal determination of amounts not exceeding

         18         11,340,000 tax exempt and --

         19               CFO GALLAGHER:  Motion.

         20              GENERAL CRIST:  Second.

         21              THE GOVERNOR:  Moved and seconded.  Without

         22         objection, the item passes.

         23              MR. STIPANOVICH:  Governor, I'd like to bring to your

         24         attention and the members some good news and that is

         25         something we've been working on for several years with the

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                  STATE BOARD OF ADMINISTRATION - APRIL 29, 2004
          1         Florida Hurricane Catastrophe Fund and that the Standard

          2         and Poors has increased our rating from an A plus to a

          3         double A minus.  We're hopeful that Fitch and Moodys will

          4         follow suit.  And with that, Lord forbid we ever need to

          5         bond as a result of a hurricane hitting land, we would

          6         have an estimated 3 to 5-million-dollar savings.

          7               CFO GALLAGHER:  And if I may just mention to fellow

          8         board members, the House has made a deal with the Senate

          9         and the bill has gone back on the Cat Fund that we talked

         10         about at the last meeting and next meeting, May 11th, we

         11         will be bringing -- they set up a deal where people can

         12         participate in '04 or '05 at different rates.  I don't

         13         think anybody will pick '05, but they can do either one.

         14         So it will require us to approve that.  You will bring

         15         that back.

         16              MR. STIPANOVICH:  May 11th, treasurer, we're looking

         17         to bring that back.

         18               CFO GALLAGHER:  And we'll bring that up so we can do

         19         the rates for that.

         20              MR. STIPANOVICH:  And one of the things that was

         21         pointed out by S and P was the strong support from the

         22         trustees and the Legislature has made this possible and

         23         then of course with the work of the staff, the SBA, and

         24         the Cat Fund --

         25               CFO GALLAGHER:  Best known as lack of rates.

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                  STATE BOARD OF ADMINISTRATION - APRIL 29, 2004
          1              (Thereupon, the proceedings adjourned at 10:15 a.m.)

























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                  STATE BOARD OF ADMINISTRATION - APRIL 29, 2004

          2                        CERTIFICATE OF REPORTER


          4    STATE OF FLORIDA    )

          5    COUNTY OF LEON      )


          7              I, KRISTEN L. BENTLEY, Court Reporter, certify that

          8    the foregoing proceedings were taken before me at the time and

          9    place therein designated; that my shorthand notes were

         10    thereafter translated under my supervision; and the foregoing

         11    pages numbered 1 through 37 are a true and correct record of

         12    the aforesaid proceedings.


         14              I further certify that I am not a relative, employee,

         15    attorney or counsel of any of the parties, nor am I a relative

         16    or employee of any of the parties' attorney or counsel

         17    connected with the action, nor am I financially interested in

         18    the action.

         19              DATED this 10th day of May, 2004.

         20                              ______________________________

         21                             KRISTEN L. BENTLEY, Court Reporter
                                        Notary Public
         22                             850-878-2221




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