HomeMy WebLinkAboutItem 03a Approval of Short-Term Lease Agreement with Manheim Remarketing, Inc. for Storage of Automobiles on City-owned Properties - Lease Agreement for 951 Ocoee Apopka Road (Rogers Property) ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: May 5, 2020
Item # 3 Q.
Reviewed By:
Contact Name: Craig Shadrix, ACM Department Director:
Contact Number: (407) 905-3111 City Manager: 4//°‘
Subject: Approval of short-term license agreement with Manheim Remarketing, Inc. for
storage of automobiles on City-owned property located at 951 Ocoee Apopka Road (Rogers
Property)
Background Summary:
Manheim operates one of the largest automobile auctions in the world at its location on Story Road in Ocoee.
This business supports many of our local businesses weekly due to the volume of units bought and sold. The
current COVID 19 crisis and associated economic effects have tremendously affected the Manheim auction in
Ocoee, resulting in losses enumerated in the millions. Representatives of Manheim recently reached out to the
City seeking opportunities for storage of additional inventory of automobiles until the auction is able to resume
full operations, citing increasing revenue losses and the extremely high expense of shipping excess inventory to
areas outside the City of Ocoee.
Working with the City Manager's office, staff came up with two primary land options that could provide both
relief to Manheim and offset some of the City's anticipated revenue losses. The first choice of Manheim is the
use of the eastern portion of the Rogers property located at 951 Ocoee Apopka Road. Currently used as
undeveloped park acreage, the Rogers property contains 13 acres of land on the east that could easily be used
to accommodate this temporary use. There is no anticipated funding or use for the property aside from its
seasonal use by the Parks and Recreation Department for the City's "haunted house," and the area to be used
is set far enough back from Ocoee Apopka Road to not draw unwanted attention.
The City attorney prepared a parking license agreement that may be executed by the City Manager under the
current emergency declarations in place and ratified after execution by the City Commission. The license
agreement provides for a price per acre per month of $1,600, and Manheim would be using approximately 13
acres of land on this property. This price was confirmed using comparable lease prices in Ocoee and Central
Florida and vetted by real estate professionals representing both the City and Manheim. The term of the license
is for 6 months with monthly renewals after the initial 6-month term. The license is terminable by either party
upon 30 days' notice. Staff is requesting that the City Commission authorize the execution of the agreement
with Manheim Remarketing, Inc.
Issue:
Should the City Commission approve execution of a Parking License Agreement for real property owned by the
City located at 951 Ocoee Apopka Road with Manheim Remarketing, Inc.?
Recommendations:
Staff recommends the City Commission approve execution of a Parking License Agreement for real property
owned by the City located at 951 Ocoee Apopka Road with Manheim Remarketing, Inc.
Attachments:
Parking License Agreement
Financial Impact:
If Manheim uses the entire 13 acres identified in the license agreement, it would generate up to $20,800 of
monthly unplanned revenue to the City.
Type of Item: (please mark with an x')
Public Hearing For Clerk's Dept Use:
Ordinance First Reading x Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion& Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney N/A
Reviewed by Finance Dept. N/A
Reviewed by 0 N/A
2
Parking Agreement License
City of Ocoee—Rodgers Property
THIS PARKING LICENSE AGREEMENT(this"Agreement")is entered into as of the day
of April, 2020 by and between the CITY OF OCOEE, FLORIDA; a Florida municipal corporation
("City")and MANHEIM REMARKETING,INC.,a Delaware corporation("Auto Auction").
WHEREAS, with respect to the COVID-19 crises: on March 1,2020, Governor DeSantis issued
an Executive Order declaring a Public Health Emergency for the State of Florida; on March 13,2020
Orange County Mayor Jerry Demings issued an Executive Order declaring a State of Local Emergency
within both unincorporated and incorporated Orange County, Florida: and on March 25,2020 the Ocoee
City Commission adopted a Resolution declaring a Local State of Emergency for the City of Ocoee (the
"Ocoee Emergency Resolution"):and
WHEREAS, the Auto Auction operates an auto auction business within the City of Ocoee and
keeps an inventory of vehicles on its own properties;and
WHEREAS,due to the COVID-19 crises,the Auto Auction is experiencing an increase in vehicle
inventories and no longer has the capacity at its own properties to store all of the vehicles in the ownership.
possession or control of the Auto Auction;and
WHEREAS, the Auto Auction needs to store excess capacity vehicles outside of but in close
proximity to its own properties;and
WHEREAS. the City has an interest in working with local businesses to assist when feasible the
viability of such businesses during this Local State of Emergency; and
WHEREAS,the City owns that certain property containing approximately 37,12 acres located at
951 Ocoee Apopka,Ocoee,FL with a parcel ID Number of 07-22-28-0000-00-023 (the"City Property");
and
WHFREAS,the City and the Auto Auction believe that the City Property is a suitable location for
the storing of excess capacity vehicles on a temporary basis.
NOW,THEREFORE,for and in consideration of the promises and agreements contained herein
and other good and valuable consideration,the parties agree as follows:
1. Recitals. The above recitals are true and correct and incorporated herein by this reference.
2. Term. Effective at 12:01 a.m. on the day following execution by the Auto Auction and the City
Manager of the City and continuing until 1 1:59p.m on October 31,2020(the "Effective Period"), but
subject to change as provided in Section 10 below,the City does hereby grant to the Auto Auction a license
for the parking of the Auto Auction's excess vehicles on up to the thirteen(13)acres of the City Property
depicted on Exhibit"A"attached hereto(the"Parking Area"). Auto Auction's initial use of the Parking
Area shall be the five(5)acre portion on the southern end of the Parking Area shown as"(1)—5 acres"on
Exhibit"A". In the event at any time the Auto Auction desires to expand the portion of the Parking Area
subject to this Agreement,by written notice to the City and with the City's consent,the Parking Area may
be expanded,first to the middle portion of the Parking Area shown as"(2)—4 acres"on Exhibit"A"and
then to the northern end of the Parking Area shown as"(3)—4 acres"on Exhibit"A". The Parking Area
is hereby accepted by Auto Auction in its "as is" condition and the City shall be under no obligation to
make any improvements or repairs to the same.
1
3. License Fee. Auto Auction shall pay, in advance,the sum of$1,600.00 per acre per month (the
"License Fee") plus applicable sales tax, for the use of the Parking Area. By way of example, with the
initial use of the five(5)acre portion on the southern end of the Parking Area shown as"(1)—5 acres"on
Exhibit"A".the License Fee shall be$8,000 per month; if expanded to include the middle portion of the
Parking Area shown as "(2)—4 acres" on Exhibit"A", the License Fee shall be$14,400.00 per month;
and if further expanded to include the Northern portion of the Parking Area shown as "(3)—4 acres"on
Exhibit"A", the License Fee shall be $20,800.00. However, the License Fee shall not be payable until
such time as the Auto Auction commences use of the applicable portion of the Parking Area. Auto Auction
shall immediately notify the City of the date Auto Auction commences use of the Parking Area and use of
any expansion area. If the commencement date is other than the first day of a month,the License Fee for
the initial month shall be prorated based on the commencement date. Auto Auction shall have the exclusive
use of the Parking Area for the parking of vehicles as described herein; however, nothing herein shall
prevent the City from other uses of the City Property so long as such uses do not interfere with the rights
of the Auto Auction as set forth herein. Said payment is a flat monthy fee, regardless of the number of
vehicles actually stored on the Parking Area, and shall be payable to City and delivered to City at 150 N.
Lakeshore Dr.,Ocoee, FL 34761, Attention: Finance Department, or to such other place as the City shall
designate. The License Fee shall increase annually on each May 1' commencing on May 1,2021 by an
amount equal to three percent(3%)of the License Fee in effect for the prior year,without giving effect to
any offsets.concessions,reductions or abatements. Auto Auction shall not be responsible for the payment
of real property taxes or assessments on the Parking Area. In the event any payment due hereunder is not
paid by the end of the fifteenth(15th) day after invoicing,then the same shall be a default hereunder and
Auto Auction shall incur and pay a service charge in the amount of five percent (5%) of the delinquent
payment,and this obligation shall survive termination of this Agreement.
4. Additional Parking Areas. If Auto Auction requires additional storage areas other than those
licensed hereby. it shall advise City of the number of additional vehicles needed and the time period during
which storage of those additional vehicles will be needed and, subject to availability in City's sole
discretion. City shall make same available to Auto Auction in other City owned properties mutually
acceptable to both parties. In no event is City required to make additional parking areas available to Auto
Auction. Once City and Auto Auction agree on additional parking areas to be made available to Auto
Auction,this Agreement shall be amended to increase the License Fee for the remainder of the term of the
Agreement granted hereby.
5. Security Tower;Fencing;Vehicle Servicing. Subject to compliance with applicable laws,Auto
Auction may,but shall not be obligated to,at its sole cost and risk install:(i)a security tower of up to forty-
five feet(45 ) in height with accompanying security systems on the Parking Area in an area agreed to by
City;and/or(ii)install temporary fencing on the perimeter and within the Parking Area. Auto Auction shall
not provide mechanical repairs or service or wash its car inventory that is stored in the Parking Area; all
such required repairs, service and washing shall be done at locations other than those owned by the City
and other than public right of way.
6. Compliance with Laws;Assignment. Auto Auction,at its own cost,shall comply with,and cause
Auto Auction's employees and customers to comply with, all laws, orders and regulations of applicable
governmental authorities with respect to use of the Parking Area licensed hereby and all activities under
this Agreement. No rights under this Agreement may be assigned by Auto Auction, except to a parent,
subsidiary or affiliate Auto Auction, or to a business entity with which Auto Auction may merge,
amalgamate or consolidate,subject to City's prior written consent and to any such assignee entering into a
direct agreement with City assuming all obligations of Auto Auction hereunder.
7. Release and Indemnification. Auto Auction shall be liable for any injuries to any employee or
customer of Auto Auction or others driving or occupying vehicles that are the subject matter of the
Agreement granted hereby, and any other persons in or using the Parking Area who are injured by any
employee or customer of Auto Auction.Auto Auction shall be solely liable for any damage or injury to any
2
of its vehicles that are parked in the Parking Area and for any injury to the driver(s)or occupant(s)of such
vehicles. Auto Auction shall indemnify, defend and hold harmless each of the Released Parties from and
against all claims, actions demands, damages and expenses of whatever nature arising from any act,
omission or negligence of Auto Auction or its contractors, agents, servants, employees, customers or
invitees,or arising from any accident,injury,or damage whatsoever caused to any person,or to the property
of any person,or from any violation of applicable law including,without limitation,any law,regulation,or
ordinance. occurring in or about the Parking Area, where such accident, damage or injury results or is
claimed to have resulted from an act or omission on the part of Auto Auction or its contractors, licensees,
agents, servants, employees, customers or invitees. This indemnity and hold harmless agreement shall
include indemnity against all obligations,damages,judgments,penalties,claims, charges,costs, expenses
and liabilities incurred in or in connection with any such claim or proceeding brought thereon, and the
defense thereof, including, without limitation, reasonable attorneys' fees at all tribunal levels and court
costs.The foregoing shall apply notwithstanding the insurance limits that Auto Auction elects to maintain.
None of the Released Parties assumes any liability whatsoever for theft or damage to any such vehicles or
their contents,or for personal injury to the driver(s)or occupant(s)of such vehicles.Auto Auction shall pay
for any damages caused to the Parking Area(or any equipment or structures therein),or persons or property
contained therein,by the driver or occupants of any of Auto Auction's vehicles.
8. Insurance. Simultaneously with execution of this Agreement. Auto Auction shall provide City
proof that Auto Auction maintains(i) general liability insurance with a minimum $1,000,000 occurrence
and$2,000,000 general aggregate limit, (ii) auto liability insurance with a minimum $1,000,000 limit for
bodily injury/property damage,(iii)workers' compensation insurance, including employers liability, with
limits of a minimum $1.000,000/$1,000,000/$1,000,000, and (iv) umbrella insurance providing excess
limits over the general liability, auto liability and employers liability, in a coverage amount that is no less
than$5,000,000.Each of the Released Parties shall be included as additional insureds on the liability,auto
and umbrella policies.Auto Auction's insurance shall be primary and non-contributory,and shall include
a waiver of all rights of subrogation against each of the Released Parties,and the certificates of insurance
provided for below shall so state.All such insurance shall be maintained with carriers rated at least A-VII
by AM Best, and certificates of insurance shall at all times be maintained with City, which provide for
advance notice of cancellation (minimum 10 days for non payment of premium, thirty (30) days for all
other reasons).The provisions of this Section shall survive termination of this Agreement.
9. Attorney Fees. In the event of any controversy arising under or relating to this Agreement or its
breach,the prevailing party shall be entitled to the payment for all costs and attorneys' fees(both trial and
appellate)incurred in connection therewith,and this obligation shall survive termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and
venue shall be exclusively in state court(or federal court,but only if federal court jurisdiction is exclusive)
sitting in Orange County,Florida.
10. Termination. The Agreement granted hereby shall be in effect for the Effective Period set forth
above, unless sooner terminated by City or the Auto Auction on thirty(30)days' notice to the other party
for any reason or no reason,with or without cause. Following the initial Effective Period,the Agreement
shall automatically continue on a month-to-month basis until terminated as provided in this Section 10. In
the event of any termination,any payment for the month in which such termination occurs shall be prorated.
Each of the parties specifically acknowledges and agrees that this Agreement is intended to create a
revocable license on the terms and conditions set forth herein and is specifically not intended to create a
lease. Upon any termination of this Agreement,Auto Auction at its sole cost and expense shall immediately
remove the vehicles and any other equipment of Auto Auction from the Parking Area. The provisions of
Florida law pertaining to leases are specifically not applicable to this Agreement.
11. Brokers. Each of the parties represent that there are no claims for brokerage commissions or
finders fees in connection with this Agreement, and each agrees, to the extent permitted by law, to
indemnify and hold the other harmless from any and all liabilities,costs and expenses(including attorneys'
3
fees, both trial and appellate) resulting from any such claim that arises as a result of the acts of the
indemnifying party,and this obligation shall survive termination of this Agreement.
12. Entire Agreement. This Agreement expresses the entire agreement between the parties hereto
respecting its subject matter and supersedes any prior understandings or agreements. Any modifications
must be in writing, signed by the party sought to be bound, in order to be effective. In the event any
provision of this Agreement is invalid or unenforceable the remaining provisions shall be enforceable in
accordance with their terms.
13. Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon
the parties hereto and their respective successors and assigns,subject,however,to the limitations contained
herein.
14. Notices. Notices under this Agreement shall be given by e-mail, overnight courier, or certified
mail, return receipt requested, postage prepaid.Notice shall be effective upon receipt or when delivery is
refused or unavailable due to an unnoticed change of address.Notices shall be addressed, if to City, Rob
Frank. City Manager,City of Ocoee, 150 N. Lakeshore Dr.,Ocoee, FL 34761,Email: rfrank a ocoee.oru,
and to Scott Cookson,City Attorney, Shuffield,Lowman& Wilson,P.A., 1000 Legion Place, Suite 1700,
Orlando, FL 32801, Email: scookson ii-shuf ield.com and, if to Auto Auction, to(i) do Cox Enterprises,
Inc., 6205-A Peachtree Dunwoody Road, Atlanta, GA 30328. Attn: Vice President of Real Estate, (ii)
Sheley,Hall&Williams,P.C.,303 Peachtree Street,Suite 4440,Atlanta,GA 30308,Attn:David L.Lester,
Esq.. and (iii) Manheim Remarketing, inc., 11801 W. Colonial Drive, Ocoee, FL 34761. Any party may
change the addresses for notices to such party upon giving at least ten(10)days prior written notice of such
change of address.
15. Liens. Notwithstanding any other provision of this Agreement to the contrary,Auto Auction shall
not have the power to subject the interest of any of the Released Parties in the Parking Area to any
construction liens or liens of any kind nor shall any provision in this Agreement ever be construed as
empowering Auto Auction to encumber the title or interest of any of the Released Parties in the Parking
Area.In order to comply with the provisions of Section 713.10,Florida Statutes, it is specifically provided
that neither Auto Auction nor anyone claiming by,through or under Auto Auction,including but not limited
to contractors, subcontractors. materialmen, mechanics and laborers. shall have any right to file or place
any kind of lien whatsoever upon the Parking Area or any improvement thereon(including the filing of any
notice of commencement), and any such liens are specifically prohibited. All parties with whom Auto
Auction may deal are put on notice that Auto Auction has no power to subject the interest of any of the
Released Parties to any claim or lien of any kind or character, and all such persons so dealing with Auto
Auction must look solely to the credit of Auto Auction.Auto Auction shall put all such parties with whom
Auto Auction may deal on notice of the terms of this Section.This obligation shall survive termination of
this Agreement.
16. Execution by City. This Agreement is executed by the City Manager of the City pursuant to the
Ocoee Emergency Resolution. Notwithstanding the foregoing, the City Manager shall endeavor to have
this Agreement ratified by the City Commission at the May 5,2020 meeting of the City Commission. In
the event this Agreement is not ratified by the City Commission at the May 5, 2020 meeting of the City
Commission, notwithstanding anything contained herein to the contrary, this Agreement shall terminate
and be of no further force or effect except for those provisions that specifically survive termination. This
Agreement may be executed by either party electronically.
(Signature Pages to Follow)
4
IN WITNESS WHEREOF, the City and the Auto Auction have caused this instrument to be
executed by their duly authorized elected officials, partners, and/or officers as of the day and year first
above written.
Signed,sealed and delivered AUTO AUCTION:
in the presence of:
MANHEIM REMARKETING,INC.,a
n Delaware corporation
oan Como(Apr 23,2020)
Print Name Joan Como By.
Print Name: Luis A.Avila
����4•� ,,/''� Its: Assistant Secretary
Print Name Ple'✓e cn i-etk E( kh n
STATE OF GEORGIA
COUNTY OF FULTON
The foregoing instrument was acknowledged before me by means of❑ physical presence or i> online
notarization, this 24th day of April , 2020 by Luis A.Avila as
Assistant Secretary of Manheim Remarketing,Inc,a Delaware limited liability company,
on behalf of the company,who is personally known to me or who has produced n/a as
identification.
Signature of Notary co CO's 1/41° .t
Sharon F. Weber ( 4
Name of Notary(Typed,Printed or Stamped) o n c •
O
• �
Commission Number(if not legible on seal): a 'i \ �i m m
My Commission Expires(if not legible on seal): .74, C ?;,-''�
%a
�'et;
',infant-1
P�
5
Signed,sealed and delivered CITY;
in the presence of:
CITY 11 ' OC I EE,FLO•if)A
B : / ilil
Print Name: 71/4iSt;4 /v{•-erctS Craig Shadrix or Robert D.Frank,City Manager
1/
}}
P ntName�.-ril< A B'pdtler
FOR USE AND RELIANCE ONLY BY THE
CITY OF OCOEE,FLORIDA. Approved as to
form and legality this24'+day of A-�P 2-)L ,
2020.
SHUFFIELD,LOWMAN AND WILSON,P.A.
�By: ,�-<
Scott •.Cookson,Esq.,City Attorney
STAT I F FLORIDA)
COUNTY OF I RANGE
I HEREBY CERTIFY that on this day. before me. an officer duly autho ized in the State and County
aforesaid to take acknowledgments, personally appeared by means of B physical presence or 0 online
notarization CRAIG SHADRIX for ROBERT D. FRANK, City Manager of the CITY OF OCOEE,
FLORIDA and that he acknowledged executing the same in the presence of two subscribing witnesses,
freely and voluntarily under authority duly vested in them by said municipality.
WINES my hand d official seal in the County and State last aforesaid this 2� day of
A t .2020
1
1q-______
Signa ofNota /
es+►f4 Notary Public State of Florida
Name of Notary(Typed.Printed or Stamped) '.4 : Sherry Seaver
Commission Number(if not legible on seal): . Ex Commission 02/11/2 21G039276
�,�� Expires 02/11/2021
My Commission Expires(if not legible on seal):
6
Signed,sealed and delivered CITY:
in the presence of: CITY OF OCOEE,FLORIDA
By:
Print Name: Rusty Johnson,Mayor
Attest:
Print Name Melanie Sibbitt,City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY THE RATIFIED BY THE OCOEE CITY
CITY OF OCOEE,FLORIDA. Approved as to COMMISSION AT A MEETING HELD ON
form and legality this day of , , 2020, UNDER
2020. AGENDA ITEM NO.
SFIUFFIELD,LOWMAN AND WILSON,P.A.
By:
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County
aforesaid to take acknowledgments, personally appeared by means of 0 physical presence or 0 online
notarization RUSTY JOHNSON and MELANIE SIBBITT,personally known to me to be the Mayor and
City Clerk, respectively, of the CITY OF OCOEE, FLORIDA and that they severally acknowledged
executing the same in the presence of two subscribing witnesses, freely and voluntarily under authority
duly vested in them by said municipality.
WITNESS my hand and official seal in the County and State last aforesaid this day of
2020.
Signature of Notary
Name of Notary(Typed, Printed or Stamped)
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
7
Exhibit"A"
Depiction of Parking Area
EXHIBIT A
1-INmAL LEASED PREMISS
2&3-EXPANSION PREMISES
( —4 acres
(1)—%acres
°;I Ocoee Apopka Rd
43
8