HomeMy WebLinkAboutItem #06 Approval of Cattle Grazing Amendment with Glen Rodgers
AGENDA ITEM COVER SHEET
Meeting Date: December 4, 2007
Item # ~
Contact Name:
Contact Number:
Jamie Croteau
X 1503
Reviewed By:
Department Director:
City Manager:
Mt? --
Subject: Cattle Grazing Lease Agreement
Background Summary:
The City was approached by Glen Rodgers regarding the possibility of leasing a portion of the Rogers Property on
Ocoee-Apopka Road for cattle grazing. Glen Rodgers and his family have approximately 12 acres of property
that abuts the City's parcel and lies between the City's parcel and Ocoee-Apopka Road. The City property is
slated to be a public park. The Lease is attractive to the City for several reasons. First, the Rodgers would
provide all maintenance of the property relieving the City of the cost and they would insure no dumping happens
on the property (which as been a problem in the past). The second and more compelling reason is that 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 Glenn
Rodgers owns that is adjacent to the City property. The Rodgers are aware of the future use of the City property
and the interest the City has in their property. The terms of the lease is five years but allows the City a 90 day
termination clause. The City has agreed not to terminate the lease on a portion of the property for the first year.
However, the lease allows the park to develop on the southern portion of the property while the lease can stay in
effect on the northern portion of the property until that property is needed for the Wurst Road extension and
additional park facilities. The City's Charter requires that all lease be at fair market value unless good cause is
found by the City Commission. In this case, the Lease provide a benefit to the City in regard to the maintenance
and security of the property and the right of first refusal.
Issue:
Should the City enter into a cattle grazing lease with Glen R. Rodgers?
Recommendations
Approve the Cattle Grazing Lease Agreement between the City and Glen R. Rodgers, authorizing execution
thereof by the Mayor and City Clerk, and finding that specific good cause has been established to lease the
property at below the fair market value thereof, such cause being the uncertainty of the terms of the lease, 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 lessee."
Attachments:
Cattle Grazing Lease Agreement
Financial Impact:
None
Type of Item: (please mark with an "x'j
Public Hearing
_ Ordinance First Reading
Ordinance Second Reading
Resolution
Commission Approval
Discussion & Direction
For Clerk's Deat Use:
_ Consent Agenda
Public Hearing
_ Regular Agenda
_ Original Document/Contract Attached for Execution by City Clerk
_ Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by ( )
N/A
N/A
N/A
2
CATTLE GRAZING LEASE AGREEMENT
THIS CATTLE GRAZING LEASE AGREEMENT (this "Lease Agreement"), made
as of the 4th day of December 2007, 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 4th
day of December, 2007 and terminating at midnight on the 3rd day of December, 2008 (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. The he will use the Leased Property exclusively for the purposes of
grazing cattle thereon and for no other purpose. In connection therewith, Lessee will maintain
his cattle herd on the Leased Property at an average daily head of no greater than 120.
B. That he 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 he will install, at Lessee's expense, fencing around Parcel B within
two (2) months from the commencement of the Lease Term and that he will install, at Lessee's
expense, fencing around Parcel A within six (6) months from the commencement ofthe Lease
Term. In connection therewith, Lessee may remove and replace and 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 he 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 its
sole 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.
ORLA_612852.2
E. That he will use and occupy the Leased Property in a careful, safe and
proper manner and in connection therewith will not use or dispose of any hazardous or
dangerous materials on the Leased Property.
F. That he will report all fires and assist in fire protection of the Leased
Property.
G. That he will assist in the protection ofthe 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 he will not allow or permitted 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 my be dumped on the Leased
Property.
I. That he will surrender and deliver up the Leased Property at the end of the
term of this Lease 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 Term.
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 condition
by the Lessee, as provided in this Lease, Lessor or its agents, servants or employees 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 Lessee
at 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, mechanic, laborers and materialmen in respect to construction, alterations and repair
in and on the Leased Property and any improvements thereon and shall indemnify 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 improvements
on 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
2
ORLA_612852.2
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 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 arising
out 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 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 and
perform 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 or
property occurring in, upon or about the Leased Property during the Lease Term. Lessee shall
cause 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 because of a breach by Lessee of any of the terms hereof or for the unlawful detainer of
the Leased Property, Lessee shall pay to Lessor its reasonable attorneys' fees, paralegal fees and
expenses, and 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 reasonable attorneys' fees,
paralegal fees and expenses incurred by Lessor whether or not an action is actually commenced
against Lessee by reason of such 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").
It is mutually agreed between Lessor and Lessee as follows:
1. Lessor may terminated this Lease Agreement, in whole or in part, at any time by
written notice to Lessee at least ninety (90) days prior to the effective date of any such
termination; provided, however, that Lessor shall not be entitled to terminate this Lease
Agreement with respect to Parcel B during the initial one year Lease Term. 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.
3
ORLA_612852.2
2. 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 Lease Property for park purposes.
3. 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. This Lease Agreement shall be construed and interpreted according to the laws of
the State of Florida.
5. 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. The parties hereto agree that this Lease Agreement shall NOT be recorded.
7. Notices hereunder shall be given at the following listed addresses:
(1)
Lessor:
City of Ocoee
Attn: City Manager
150 North Lakeshore Drive
Ocoee, Florida 34761
with a copy to Paul E. Rosenthal, Esquire, Foley & Lardner LLP, Post Office Box 2193,
Orlando, FL 32802-2193.
(2)
Lessee:
Glen R. Rodgers
1113 Ocoee Apopka Road
Ocoee, Florida 34761-3714
Either party may change its address as set forth above by written notice to the other party.
8. 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 terminate this Lease
Agreement.
9. NOTHING CONTAINED in this Lease Agreement shall be construed as a waiver
of or contract with respect to the regulatory and permitting authority of the Lessor as it now or
hereafter exists under applicable laws, rules and regulations.
4
ORLA_612852.2
10. 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. Pursuant to Section C-8.B of the City of Ocoee Charter, the City Commission
finds 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 ofthe 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
Glen R. Rodgers
Executed on:
By:
S. Scott Vandergrift, Mayor
ATTEST:
Beth Eikenberry, City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this day of
,2007.
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON , 2007
UNDER AGENDA ITEM NO.
FOLEY & LARDNER LLP
By:
City Attorney
5
ORLA_612852.2
EXHIBIT" A"
The Real Property
A Parcel of land lying in Section 7, Township 22 South, Range 28 East, Orange County, Florida,
being more particularly described as follows:
BEGINNING at the Northwest corner of the Southwest 14 of the Southeast 14, run South 4.5
chains, East 11.1 chains, South 57 links, East 8.98 chains, North 5.07 chains, West to POINT OF
BEGINNING; and Northwest 14 of Southeast 14 (LESS: BEGINNING 5 chains North of
Southwest corner, run East 11 14 chains, North 9.85 chains, West 7.92 chains, Northwesterly to
Northwest corner of said 40 acres, South to POINT OF BEGINNING, AND LESS:
BEGINNING 14 feet North of 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 lying in the Southeast 14 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 14 of said Section 7; thence along the North
line of the Northwest 14 of the Southeast 14 of said Section 7 North 86056'10" East, 1,310.03 feet
to the East line of said Northwest 14: thence along said East line South 00031 '51" West, 1,398.44
feet to the Southeast corner of said Northwest 14: thence along the East line of the Southwest 14
of the Southeast 14 of said Section 7 South 00031'51" West, 355.17 feet to the Southeast corner
of the lands described in Official Records Book 5067, Pages 764-765; thence along the Southerly
boundary of said lands the following three (3) courses and distances (1) North 89035'48" West,
592.60 feet; thence (2) North 01006'44" East, 37.61 feet; thence (3) South 87037'29" West,
726.40 feet to the Easterly right of way line of State Road Number 437; thence along said
Easterly right of way line North 00048'40" 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 (1) North 88029'43" East, 489.51 feet; thence (2) North 01004'18" East, 345.22 feet;
thence (3) North 88006'20" East, 248.67 feet; thence (4) North 01004'18" East, 652.77 feet;
thence (5) South 87043' 51" West, 523.06 feet; thence (6) North 31010'03" West, 411.03 feet to
the POINT OF BEGINNING.
ORLA_612852.2
ORLA_612852.2
See attached.
EXHIBIT "B"
DEPICTION OF THE LEASED PROPERTY
OCP A Property Line
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STREET ADDRESS
OWNER NAME (1)
MAILING ADDRESS
CITY, STATE. ZIP
COUNTRY
MLS GRID
CITY CODE
MILLAGE CODE
PROPERTY USE CODE
LAND (MKT) VALUE
BUILDING VALUE
EXTRA FEATURE VALUE
MARKET (JUST) VALUE
ASSESSED VALUE
EXEMPT VALUE
TAXABLE VALUE
ST PLANE X-COORD
ST PLANE Y-COORD
PARCEL
Property found at this location
Ol:.2.,:ZB.:.QttQ~Q.O_1!23
951 OCOEE APOPKA RD
CITY OF OCOEE
150 N LAKESHORE DR
OCOEE, FL. 34761-2223
AK3
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51.610.194
$46.189
$19.352
$1,675,735
$1.675,735
$1,675,735
$0
480413.59
1546120.61
282207000000023
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EXHIBIT "c"
THIS INSTRUMENT PREPARED BY
AND SHOULD BE RETURNED TO:
Paul E. Rosenthal, Esq.
FOLEY & LARDNER LLP
III North Orange Avenue, Suite 1800
Post Office Box 2193
Orlando, FL 32802-2193
(407) 423-7656
AFTER RECORDING RETURN TO:
Beth Eikenberry, City Clerk
CITY OF OCOEE
150 North Lakeshore Drive
Ocoee, Florida 34761
RIGHT OF FIRST REFUSAL AGREEMENT
THIS RIGHT OF FIRST REFUSAL AGREEMENT (hereinafter referred to as this
"Agreement"), is made and effective as of the _ day of December 2007 by and among Glen
R. Rodgers and Connie J. Rodgers, his wife ("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
ORLA_612852.2
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 terms 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
terms 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.
ORLA_612852.2
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 terms 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 such
Offer, 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 Offer
or 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 thereon
for 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 terminated.
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 apply
to 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, and
sent by (a) hand delivery, or (b) overnight next day delivery service, addressed as follows:
If to Rodgers, then to:
Glen R. Rodgers
1113 Ocoee Apopka Road
Ocoee, Florida 34761-3714
If to City, then to:
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.
ORLA_612852.2
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 Rodgers'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
performance 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 Dutv 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 the 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 hereof.
ORLA_612852.2
~.-
IN WITNESS WHEREOF, Rodgers and City have caused this Agreement to be executed
and delivered as of the day and year first above written.
Signed, Sealed and Delivered
in the Presence of:
RODGERS:
Glen R. Rodgers
Print Name:
Connie J. Rodgers
Print Name:
CITY:
CITY OF OCOEE, FLORIDA
By:
S. Scott Vandergrift, Mayor
ATTEST:
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this day of
,2007.
Beth Eikenberry, City Clerk
(SEAL)
FOLEY & LARDNER LLP
By:
City Attorney
APPROVED BY THE OCOEE CITY
COMMISSION AT A MEETING
HELD ON , 2007
UNDER AGENDA ITEM NO.
ORLA_612852.2
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 acknowledgements, personally appeared S. SCOTT VANDERGRIFT and
BETH EIKENBERRY, personally known to me to be the Mayor and City Clerk, respectively, of the
CITY OF OCOEE and that they severally acknowledged executing the same freely and voluntarily
under authority duly vested in them by said municipality. They are personally known to me.
WITNESS my hand and official seal in the County and State last aforesaid this _ day of
,2007
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):
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this _ day of December 2007, by
GLEN R. RODGERS AND CONNIE J. RODGERS, his wife. Such persons (notary must check
applicable box)
D
D
D
are personally known to me.
produced a current Florida driver's license as identification.
produced
as identification.
{Notary Seal must be affixed}
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)
ORLA_612852.2
SCHEDULE "I"
The following real property owned by Glen R. Rodgers and Connie J. Rodgers, his wife, is
subject to this Agreement and the 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"
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
ORLA_612852.2