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HomeMy WebLinkAboutItem 03 Approval of a Cattle Grazing Lease Agreement 4..$0„,or ocoee florida AGENDA ITEM COVER SHEET Meeting Date: May 4, 2021 Item # 0 5 Reviewed By: Contact Name: Stephen C. Krug Department Director: Contact Number: 6002 City Manager: /_//f /%%% Subject: Cattle Grazing Lease Agreement. Commissioner Brinson, Dist" 1 Background Summary: The Commission approved-a cattle lease agreement with Glen Rodgers for a portion of the City property on Ocoee-Apopka Road in 2007. The original lease has expired and Mr. Rodgers has approached the City regarding a new lease for cattle grazing as he and his family have approximately twelve (12) acres of property that abuts the City's parcel and lies between the City's parcel and Ocoee-Apopka Road. The lease has been beneficial for the City as the Rodgers had previously provided all maintenance of the property relieving the City of the cost. The compelling reason for the lease is the City has a need for either all or a portion of the Rodgers' property for the future extension of Wurst Road and/or additional park land. In consideration of the lease the City would be relieved of the cost of maintenance and security of the leased portion of the property and would receive a Right of First Refusal on the property Glen Rogers owns that is adjacent to the City Property. The term of the lease is five (5) years, but allows the City a ninety (90) day termination clause. The lease also acknowledges a portion of the property has been designated a Disaster Debris Management Site should the City need to activate the location upon declaration of a state of emergency covering the City. The City's Charter requires all leases be at fair market value unless good cause is found by the City Commission. In this case, the Lease provides a benefit to the City in regard_ to the maintenance and security of the property and the Right of First Refusal. Public Works recommends approval of the lease. Issue: Request the City Commission approve a cattle grazing lease agreement with Glen Rodgers. Recommendations: Recommend to approve the Cattle Grazing Lease Agreement between the City and Glen Rodgers, authorizing the Mayor, City Clerk and staff to execute the agreement, and finding that specific good cause has been established to lease the property at below the fair market value thereof, such cause being the maintenance and security services to be provided by the Lessee and the granting of a Right of First Refusal with respect to certain lands owned by the Lessee. Attachments: Cattle Grazing Lease Agreement Financial Impact: None. Type of Item: (please mark with an "x") Public Hearing For Clerk's Dept Use: Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda._ X Commission Approval Discussion&Direction X 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. at— Ld N/A Reviewed by ( ) N/A 2 CATTLE GRAZING LEASE AGREEMENT THIS CATTLE GRAZING LEASE AGREEMENT (this "Lease Agreement"), made as of the day of 2021 (the "Effective Date"), by and between the CITY OF OCOEE,a Florida municipal corporation(herein called the "Lessor"),and GLEN R.RODGERS (herein called the "Lessee") . WITNESSETH, that the Lessor, in consideration of the covenants and agreements hereinafter stipulated to, be performed by Lessee does, subject to the terms, conditions and limitations hereinafter set forth,hereby grant, demise and lease unto the said Lessee,the following described portion of the real property described in Exhibit "A" attached hereto (the "Real Property")for the sole and exclusive purpose of grazing cattle thereon,to-wit: That portion of the Real Property depicted on Exhibit "B" attached hereto (hereinafter the "Leased Property"). The Leased Property is divided into two (2) parcels as depicted on said Exhibit "B" which parcels are sometimes referred to herein as "Parcel A" and "Parcel B". To have and to hold the same for the full term of one(1)year,commencing on the Effective Date and terminating at midnight on the day of , 20 (the "Lease Term"); provided, however, that the Lease Term shall be automatically extended for up to four (4) additional terms of one (1) year each unless either party gives a written notice of non- renewal to the other party at least ninety (90) days prior to the expiration of the Lease Term or any extension thereof, or unless this Lease Agreement is otherwise terminated in accordance with the terms hereof. The Lessee does hereby covenant and agree with the Lessor, as follows: A. That Lessee will use the Leased Property exclusively for the purposes of grazing cattle thereon and for no other purpose. In connection therewith,Lessee with maintain the cattle herd on the Leased Property at an average daily head of no greater than 120. B. That Lessee will, at his own expense, maintain the Leased Property and appurtenances thereto in good repair, in at least as good condition as that in which the Leased Property was delivered. Lessee acknowledges that the foregoing is a material inducement to the Lessor in entering into this Lease. C. That Lessee will, at Lessee's expense and within six (6) months from the commencement of the Lease Teiiii, install fencing around Parcel A. Lessee will, at Lessee's expense and within two (2) months from the commencement of the Lease Term, install fencing around Parcel B. In connection with said fencing, Lessee may remove and replace any existing fencing on the Leased Property. At the end of the Lease Term,the Lessee, at its option,may elect to remove and retain any fencing installed by Lessee on the Leased Property pursuant to this paragraph. D. That Lessee will make no alterations or additions in or to the Leased Property without the written consent of Lessor which consent may be granted or withheld by Lessor in itssole discretion; provided, however,that Lessee may remove the tin roof on the barn, located on the Leased Property and utilize such tin material elsewhere in connection with Lessee's cattle grazing operations on the Leased Property and adjacent property owned or controlled by Lessee. E. That Lessee will use and occupy the Leased Property in a careful, safe andproper manner and in connection therewith will not use or dispose of any hazardous or dangerous materials on the Leased Property. F. That Lessee will report any and all fires and assist in fire protection of the Leased Property. G. That Lessee will assist in the protection of the Leased Property against trespassers and vandals to the best of his ability and report all acts of trespass and vandalism in violation of the laws of the State of Florida to the proper authorities and to Lessor. H. That Lessee will not allow or peiiiiit any dumping on the Leased Property and will cause to be removed from the Leased Property, and disposed of in accordance with applicable laws and ordinances, any material and debris which may be dumped on the Leased Property. I. That Lessee will surrender the Leased Property at the end of theterm of this Lease and deliver up the Leased Property to Lessor in the same condition or better as the Leased Property is now or may be put by Lessor. J. It is mutually covenanted and agreed by and between Lessor and Lessee that Lessee shall not permit any cattle to wander or escape from the Leased Property at any time during the Lease Teuii. K. It is mutually covenanted and agreed by and between Lessor and Lessee that if the Leased Property is not kept in good repair and in clean, sightly and healthful conditionby the Lessee,as provided in this Lease. Lessor or its agents,employees or invitees may enter the Leased Property without such entrance causing or constituting a termination of this Lease or an interference with Lessee's possession of the Leased Property, and Lessor may then place the Leased Property in the same condition of repair, sightliness, healthfulness and cleanliness that existed at the date of execution of the Lease,and Lessee shall promptly pay Lessor for Lessor's expenses in thus repairing the Leased Property; provided, however, that Lessor shall give Lesseeat least five(5)days prior written notice before undertaking any such activity for which reimbursement from Lessee will be sought. L. It is mutually covenanted and agreed by and between Lessor and Lessee that Lessee shall pay all debts incurred to and shall promptly satisfy all liens of contractors, sub- contractors, mechanics, laborers and materialmen in respect to construction, alterations and repairin and on the Leased Property and any improvements thereon and shall indemnify, defend and hold harmless Lessor against all legal costs and charges including attorneys' fees and paralegal fees reasonably incurred, in any suit involving any liens, judgments or encumbrances caused or suffered by Lessor, with respect to the Leased Property or any part thereof. Furthermore, Lessee shall have no authority to create any liens for labor or material on or against Lessor's interest in the Leased Property and all persons contracting with the Lessee for the construction or removal of any building or structure, or for the erection, installation, alteration or repair of any building or the improvementson the Leased Property, including all materialmen, contractors, mechanics and laborers involved in such work, shall be notified by Lessee that they must look to Lessee and to Lessee's leasehold interest only to secure the payment of any bill or account for work done or material furnished during the rental period created by this Lease. Lessee shall indemnify, defend and hold harmless Lessor against all claims, demands, causes of action, suits,judgments, including expenses incurred in connection therewith, for death or injuries to persons or for loss of or damage to the Leased Property arisingout of or in connection with the use and occupancy of the Leased Property by Lessee, his agents,employees or invitees. In the event of any such claims made or suits filed, Lessor shall give Lessee prompt written notice thereof and Lessee shall defend or settle to the extent of his interest hereunder. M. Lessee shall indemnify, defend and hold harmless Lessor against all claims,and against all loss, damage, injury or expense arising out of any failure of Lessee, in any respect, to comply with andperform the requirements and provisions of this Lease. N. Lessee agrees that, at its own cost and expense, it shall procure and continue in force, in the names of the Lessor and Lessee, general liability insurance, in an amount specified of not less than $100,000 against any and all claims for injuries to persons orproperty occurring in, upon or about the Leased Property during the Lease Term. Lessee shallcause to be delivered to Lessor a certificate of insurance provided by the insurance carrier evidencing such insurance and specifically naming the Lessor as an insured party. O. If Lessor commences an action against Lessee to enforce any of the terms hereof or due to a breach by Lessee of any of the terms within this Lease Agreement or for the unlawful detainer of the Leased Property, Lessee shall pay to Lessor its reasonable attorneys' fees, paralegal fees and expenses. Additionally, the right to such attorneys' fees, paralegal fees and expenses shall be deemed to have accrued from the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. If Lessee breaches any terms of this Lease, Lessor may employ an attorney or attorneys to protect Lessor's rights hereunder and in the event of such employment, following any breach by Lessee, Lessee shall pay Lessor its reasonable attorneys' fees,paralegal fees and expenses incurred by Lessor whether or not an action is actually commenced against Lessee by reason of such Lessee breach. P. In consideration for the Lessor's execution of this Lease Agreement, the Lessee, joined by his wife Connie J. Rodgers, will execute and deliver to Lessor a right of first refusal with respect to certain lands adjacent to the Real Property which are owned by Lessee and Nellie Rodgers, his wife (the "Adjacent Property"), said right of first refusal being in the form attached hereto as Exhibit "C" and by this reference made a part hereof(the "Right of First Refusal"). Q. Lessee acknowledges and agrees that, Parcel A has been designated a Disaster Debris Management Site ("DDMS") for the purpose of placing yard trash thereon by the Department of Environmental Protection ("DEP"), WACS ID: 104825, Clinger Cove DMS, 180 Clinger Cove Rd., Ocoee. Lessee further acknowledges and agrees that upon declaration of a state of emergency covering the City of Ocoee, the Lessor shall provide written notice to Lessee of the need to activate the DDMS, and Lessee shall remove cattle from Parcel A within seven (7) days of receipt of notice. Following DEP confirmation of closure of the DDMS, the Lessor may allow Lessee to utilize parcel A for the remainder of the Lease pursuant to the terms of this Lease Agreement. The Lessor and Lessee hereby mutually agree as follows: 1. Notice of Termination. Lessor may terminate this Lease Agreement, in whole or in part, at any time by written notice to Lessee at least ninety (90) days prior written notice to Lessee to the effective date of any such termination. Lessee may terminate this Lease Agreement, in whole or in part, at any time by written notice to Lessor at least ninety (90) days prior to the effective date of any such termination. Any partial termination shall be with respect to Parcel A or Parcel B only. 2. Lessor Use. Lessor expressly reserves the right to utilize the Leased Property for any purposes which are not inconsistent with Lessee's use of the Leased Property under the terms of this Lease Agreement.Lessee expressly acknowledges that Lessor may undertake planning activities in connection with the future development of the Leased Property. 3. Entire Agreement. This Lease Agreement constitutes the entire agreement of the parties, and there are no understandings dealing with the subject matter of this Lease Agreement other than those contained herein. This Lease Agreement may not be modified, changed or amended, except in writing signed by the parties hereto or their authorized representatives. 4. Governing Law. This Lease Agreement shall be construed and interpreted according to the laws of the State of Florida. 5. Interpretation. This Lease Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties. 6. Recordation. The parties hereto agree that this Lease Agreement shall NOT be recorded. 7. Notice. All notices required or permitted under this Agreement shall be in writing (including email communication) and shall be delivered by messenger or overnight courier service, email or mailed by registered or certified mail (postage pre-paid), return receipt requested, and addressed to each party at their respective addresses as set forth below or to such other addresses any party may designate by notice complying with the terms of this section: Lessor: City of Ocoee Attn: City Manager 150 North Lakeshore Drive Ocoee, Florida 34761 With copies to: Shuffield, Lowman &Wilson, P.A. Attn: Scott A. Cookson 1000 legion Place, Suite 1700 Orlando, FL 32801 Email: scookson@shuffieldlowman.com Lessee: Glen R. Rodgers 1113 Ocoee Apopka Road Ocoee, Florida 64761-3714 8. Default. Each of the parties hereto shall give the other party written notice of any default hereunder and shall allow the defaulting party five (5) days from the date of its receipt of such notice within which to cure any such defaults or to commence and thereafter diligently pursue to completion good faith efforts to effect such cure and to thereafter notify the other parties of the actual cure of any such defaults. In the event the defaulting party fails to cure such default following such notice, then the non-defaulting party may thereafter teiiiiinate this Lease Agreement. 9. Waiver. Nothing contained in this Lease Agreement shall be construed as a waiverof contract with respect to the regulatory and permitting authority of the Lessor as it now or hereafter exists under applicable laws, rules and regulations. The failure or delay of any party at any time to require performance by another party of any provision of this Lease Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy hereunder, and any waiver by any party of any breach of any provisions of this Lease Agreement shall not be construed as a wavier of any continuing or succeeding breach of such provisions, a waiver of the provision itself, or a waiver of any right, power or remedy under this Lease Agreement. 10. No Assignment. This Lease Agreement is personal to Lessee and may not be assigned by Lessee, it being recognized by the parties that the Lessee's ownership of the Adjacent Property is a material inducement to the willingness of the Lessor to enter into this Lease Agreement. 11. City Authority. Pursuant to Section C-8.B of the City of Ocoee Charter,the City Commission fmds that there is specific good cause for leasing the Leased Property at below the fair market value thereof, such cause being the uncertainty of the term of this Lease Agreement, the maintenance and security services to be provided by Lessee with respect to the Leased Property and the granting of the Right of First Refusal in favor of the Lessor. IN WITNESS WHEREOF, the Lessor and Lessee have hereunto set their hands on the day and year first set forth above. LESSEE: LESSOR: CITY OF OCOEE, FLORIDA, a Florida Glen R. Rodgers municipal corporation Date: By: Rusty Johnson, Mayor ATTEST: Melanie Sibbitt, City Clerk (SEAL) FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA; COMMISSION AT A MEETING HELD APPROVED AS TO FORM AND ON , 2021 UNDER LEGALITY this day of AGENDA ITEM NO. , 2021. Scott A. Cookson, City Attorney EXHIBIT "A" (The Real Property) A Parcel of land lying in Section 7,Township 22 South,Range 28 East,Orange Count),Florida, being more.particularly described as follows: BEGINNING tit the North-West corner of the Southwest VS of the Southeast '4,run South 4.5. chains, East 11.1.Chains, South 57-links, Fast 8.98 chains North 5.07'chains, West to POINT OF BEGINNING,and Northwest .14 of Southeast (1,ESS:.-BEGINNING.5-chainS North.of Southwest Omer, run East I 1 ''/4 -chains,North 9.85 chains,West 7.92.chains, Northwesterly to Northwest corner of said 40 aereS,South to POINT OF BEGINNING,AND LESS: BEGINNING 14 fectNetthof Southwest corner,run North 353 feet, East 493 feet, South 353 feet, West 493 feet)„all in Section 7,-Township 22.South,Range 28 East(LESS Public Roadway). ALSO DESCRIBED AS FOLLOWS:. A Parcel of land ling in the Southeast V4 of Section 7, Township 22 South, Range 28 East, . Orange County,'Florida: being.more particularly described as follows: Beginning.at the Northwest corner of the Southeast tA of said Section 7 -thence along the North line of the Northwest Vi of the Southeast '4 of said Section TNorth 86°56110"--EaSt, 1,310.03 feet to the Fast line of said Northwest !.14 thence along said East line South 00°31'51"West, 1,398.44 feet to the Southeast corner of said Northwest 'A thence along the East line of the Southwest .of the Southeast Yi of said Section 7 South 00'31'51" West,-355. 17 feet to the Southeast corner of the;lands.described in Official geetirds Book 5.067, Pages 764-765, thence along the Southerly boundary of said lands the following three (3) courses:and distances (1) North 89°35'48"West, -592..60 feet,.thence (2) North-01°06'44" East, 37.61 feet; thence (3) South 87°37'29" West,: 726.49'feet to the.Easterly right of way line of State. Road Number 437; thence.along said Easterly right of Way line North 00°48'40" East, 322,00 feet; thence departing said Easterly right Of Way line and-along the Westerly boundary of said lands the.following six (6) -cOurses and distances (I) North 88°29.'43" East, 489.51 feet; thence (2) North.01°04118" East, 345,22 feet; thence (3.) North .88'06'20" East, 24867 feet; thence (4),North 01'0411 S" East, 652.77 feet; thence(5).South 87°43' 51"West, 523.06 feet; thence.(6)North 3110'03'1-West;411,93 feet to the POINT OF BEGINNING. EXHIBIT "B" (Depiction of the Leased Property) EXHIBIT "B" � , ` s ' \I .e-\ ' , ark -7_,-;._ `\ 1 f.. Alieed 1 . \ \ A ISM IN.. C1rkK7Ce+v� C[ 1 a "4,777,rtutu131. . 1,F, ppm is% - .....,-,,, _ _ I ' ' -31 , _.. . :4'. JiSASrFR,DFriRIS � �� � 1111111t111Fill .1, . ' . • ram,.+ ',1ANAGEMENT SITE - ! i '-e r C_I\GER COVE OC:1S n T• I. : , . 1E( CLINGER COVE I ' ' • ROAD, OCOEE'. ' " ,VACS ID: 10482e t `` - ,r w V, lai Q`�1i 9!�"`- f AREA=9.4 ACRES ...._ li . I .1 PARCEL A44C1: R! 'VI < 0;� .` ; ' ____ , . .., F-=AR.CE-8 I 414 6- • r tr ( j"" .�r.. ' t,v RTC *. x '- .Art III4. ...'. - ,., r� . it FI ,..., .,44:4,. .:'... - 1 '4.-: `:*. ',i.'*;.-idr-- ' i IIA/, w pJ• - i ‘'�1�. ci f •,. I 400' J Cm" Or °COLE- FI CITY of OCOEE UiiMT 12.1. G Wt. 5 DCSARTMLNT c COLLzxn. DISASTER DEBRIS MANAGEMENT SITE rz r, �.-,. CTJNCF.R COVE ROAD,OCOEE B EXHIBIT "C" THIS INSTRUMENT PREPARED BY AND SHOULD BE RETURNED TO: Logan J. Opsahl, Esq. Shuffield, Lowman& Wilson, P.A. 1000 Legion Place, Suite 1700 Orlando, FL 32801 407-581-9800 AFTER RECORDING RETURN TO: Melanie Sibbitt, City Clerk City of Ocoee, Florida 150 North Lakeshore Drive Ocoee, Florida 34761 RIGHT OF FIRST REFUSAL THIS RIGHT OF FIRST REFUSAL AGREEMENT (this "Agreement"), is made and effective as of the day of , 2021 by and between GLEN R. RODGERS and CONNIE J. RODGERS, husband and wife (the "Rodgers") and the CITY OF OCOEE, a Florida municipal corporation (the "City"). WITNESSETH WHEREAS, Rodgers is the owner of that certain property located in Orange County, Florida as more particularly described in Schedule "1" attached hereto and hereby made a part hereof and has an interest in or may hereafter acquire an interest in that certain real property described in Schedule "2" attached hereto and by this reference made a part hereof(collectively, the "Rodgers Property"); and WHEREAS,in consideration for this Agreement,the City has of even date herewith leased to Rodgers certain real property owned by the City which is contiguous or adjacent to the Rodgers Property (the "Lease Agreement"); and WHEREAS, City desires to receive from Rodgers and Rodgers desires to grant to City the right of first refusal herein set forth with respect to Rodgers Property to the extent of Rodgers interest therein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, including but not limited to the execution by the City of the Lease Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Right of First Refusal.Rodgers hereby grants, subject to the terms, conditions and limitations set forth herein,to City a right of first refusal to purchase Rodgers Property to the extent of Rodgers interest therein(the "Right of First Refusal") on the following teiuis and conditions: - a. If Rodgers receives from a third party (i) a written offer for the purchase of all or part of Rodgers Property that Rodgers desires to accept (an "Offer"),which offer may be an offer negotiated between Rodgers and such third party, or (ii) a proposed purchase contract executed by such third party which contract may be a contract negotiated between Rodgers and such third party (a "Contract"), then in either of such events Rodgers may accept such Offer or enter into such Contract, but only after complying with all of the terms, covenants and conditions hereinafter set forth. Rodgers hereby agrees that it shall promptly provide City with a complete and accurate copy of such Offer or Contract, along with written notice (the "Notice") stating (i) as to an Offer,that Rodgers intends to enter into a contract for the sale of all, or the applicable portion of, Rodgers Property pursuant to the terms contained in the Offer unless City delivers to Rodgers within the Exercise Period (as defined below) a written notice off City ' s exercise of the Right of First Refusal and stating City' s intention to enter into a contract for sale and purchase on the same terms and conditions contained in the Offer, and (ii) as to a Contract,that Rodgers intends to enter into the Contract unless City delivers to Rodgers within the Exercise Period a written notice of City ' s exercise of the Right of First Refusal and stating City ' s intention to enter into a contract for sale and purchase on the same terms and conditions contained in the Contract. Nothing contained herein shall preclude Rodgers from executing a Contract with a third-party purchaser subject to this Agreement and City 's Right of First Refusal and submitting to City a Contract executed by Rodgers and the third-party purchaser. b. If City desires to purchase Rodgers's interest in Rodgers Property at the price and on the terms and conditions set forth in the Offer or the Contract, as the case may be, then City shall exercise the Right of First Refusal by delivery to Rodgers ,within twenty(20) days after City' s receipt of the Notice (the "Exercise Period") , of a written notice of exercise (the "Exercise Notice") complying with Paragraph 1(a) above. If City exercises the Right of First Refusal, and the Notice is with respect to an Offer, then within twenty (20) days after the date of Exercise Notice Rodgers and City shall execute a contract for sale and purchase on the same temuis and conditions contained in the Offer; except that the brokerage provisions of any such Contract will be modified so as to be consistent with Paragraph 12 hereof; provided , however , that if Rodgers and City are unable to agree upon the terms and conditions of the contract for sale and purchase,then the Right of First Refusal shall remain in full force and effect. If City exercises the Right of First Refusal and the Notice is with respect to a Contract, then within twenty (20) days after the date of the Exercise Notice Rodgers and City shall execute a contract for sale and purchase on the same terms and conditions as the Contract executed by the third party purchaser , except that the City shall have no liability or obligation with respect to the payment of any brokerage commissions. If City duly exercises its Right of First Refusal, Rodgers shall execute and deliver to City such contract for sale and purchase as contemplated hereby and the parties shall proceed toward a closing on the terms and conditions set forth therein. c. If City fails to duly exercise its Right of First Refusal within the Exercise Period or exercises its Right of First Refusal and fails to timely enter into a contract for sale and purchase as described above,then Rodgers shall be free to sell all or the applicable portion of Rodgers Property which is the subject of the Offer or the Contract pursuant to the teinis and conditions contained in the Offer or the Contract, as the case may be, such sale to be free and clear of this Agreement and the Right of First Refusal; provided, however, that as to an Offer, if any of the material terms of the Offer change prior to the execution of a contract pursuant to suchOffer, then Rodgers shall again offer to sell to City all or the applicable portion of Rodgers Property pursuant to the terms of the revised Offer or a Contract pursuant thereto. d. If City fails to duly exercise its Right of First Refusal pursuant to an Offeror Contract received by Rodgers for less than all of Rodgers Property, then City's Right of First Refusal shall remain in full force and effect only as to that part of Rodgers Property, if any, not encompassed by such Offer or Contract. e. If City exercises the Right of First Refusal and enters into a contract for sale and purchase with Rodgers and thereafter terminates said contract or refuses to close thereonfor any reason whatsoever , then, notwithstanding any provision contained herein to the contrary, Rodgers Property shall thereafter be held by Rodgers free and clear of the Right of First Refusal and this Agreement shall be deemed to be teiiiiinated. 2. Term. This Agreement and City's Right of First Refusal hereunder shall automatically terminate and be of no further force and effect on the date which is five (5) years after the date of termination of the Lease Agreement. Further, the Right of First Refusal shall automatically terminate and be of no further force and effect upon termination of this Agreement in accordance with the terms hereof. Upon request of Rodgers, the City shall execute a written confirmation of the termination of this Agreement and the Right of First Refusal. 3. Exception for Family Transfers. The Right of First Refusal shall not applyto any transfers of fee simple title to the Real Property between members of the Rodgers Family so long as any such transfers are made subject to this Right of First Refusal which shall thereafter continue in full force and effect following such transfer. Orange County Property Appraiser Tax Parcel Numbers 4. Notices. All notices to any party hereto shall be in writing and signed, andsent by (a)hand delivery, or(b)overnight next day delivery service, addressed as follows: If to Rodgers: Glen R. Rodgers 1113 Ocoee Apopka Road Ocoee, Florida 34761-3714 If to City: City of Ocoee Attn: City Manager 150 North Lakeshore Drive Ocoee, Florida 34761 or to such other address as any party may hereafter designate by like notice. 5. Binding Nature. All of the terms, covenants, and conditions of this Agreement shall run with, be a burden and binding upon, and constitute an encumbrance upon Rodgers Property and Rodger's interest therein and run to and inure to the benefit of City. 6. Time of Essence. Time is of the essence of this Agreement and in the perfoiuuance of all conditions, covenants, or obligations to be performed or satisfied by the parties hereto. Waiver of performance or of any condition, covenant , or obligation by a party shall not be implied or deemed given, and shall not be deemed to be a waiver of the performance of any other condition, covenant or obligation , unless specifically stated in writing. 7. Default. If either party defaults or fails to perform any of its obligations hereunder within the time or times specified herein, then the non-defaulting party shall have the option to either (a) terminate this Agreement, by written notice to the defaulting party, or (b) seek specific performance of the defaulting party's obligations hereunder. 8. Amendment. This Agreement may be amended only by a written instrument executed by Rodgers and City. 9. Recording. This Agreement shall be placed of record in the Public Records of Orange County, Florida. 10. No Duty to Sell or Consider Offer. Nothing contained herein shall be construed to impose upon Rodgers any duty or obligation to market or sell all or any portion of Rodgers Property or to favorably consider an Offer or a Contract. 11. Applicability to Schedule 2 Property. This Agreement and the Right of First Refusal is applicable to the real property described in Schedule"2" only to the extent of Rodger's interest therein as it may now exist or may hereafter be acquired. 12. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof. [SIGNATURE PAGE TO FOLLOW] IN WITNESS WHEREOF, the Lessor and Lessee have hereunto set their hands on the day and year first set forth above. Signed, Sealed and Delivered RODGERS: in the Presence of: Print Name: Glen R. Rodgers Date: Print Name: Connie J. Rodgers Date: STATE OF FLORIDA ) COUNTY OF ORANGE ) The foregoing instrument was acknowledged before me via [ ] physical presence OR [ ] online notarization this day of , 2021, by GLEN R. RODGERS and CONNIE J. RODGERS, husband and wife. Such persons are [ ] personally known to me OR [ ] produced as identification. Signature of Notary [Seal] Name of Notary My Commission Expires: CITY: CITY OF OCOEE,FLORIDA, a Florida municipal corporation By: Rusty Johnson, Mayor ATTEST: Melanie Sibbitt, City Clerk (SEAL) APPROVED BY THE OCOEE CITY COMMISSION AT A MEETING HELD ON , 2021 UNDER AGENDA ITEM NO. FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE,FLORIDA; APPROVED AS TO FORM AND LEGALITY this day of , 2021. Scott A. Cookson, City Attorney STATE OF FLORIDA ) COUNTY OF ORANGE ) The foregoing instrument was acknowledged before me via [ ] physical presence OR [ ] online notarization this day of , 2021, by GLEN R. RODGERS and CONNIE J. RODGERS, husband and wife. Such persons are [ ] personally known to me OR [] produced as identification. Signature of Notary [Seal] Name of Notary My Commission Expires: SCHEDULE "1" The following real property owned by Glen R. Rodgers and Connie J. Rodgers,husband and wife, is subject to this Agreement and Right of First Refusal: Orange County Property Appraiser Tax Parcel Numbers 07-22-28-0000-00-043 AND 07- 22-28-0000-00-074. SCHEDULE "2" The following real property is subject to this Agreement and the Right of First Refusal to the extent of the interest of Glen R. Rodgers therein whether presently existing or hereinafter acquired: Orange County Property Appraiser Tax Parcel Numbers 07-22-28-0000-00-039 AND 07- 22-28-0000-00-041.