Item 15 Approval of Memorandum of Understanding between Montierre Development, PLLC, and City of Ocoee Regarding a Regional Sports & Entertainment Complex and Mixed Use Development Deal which would Consist of a Number of Baseball FieldsxP
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AGENDA ITEM COVER SHEET
Meeting Date.: December 6, 2022
Item # 15
Reviewed
Contact Name: Michael Burner p rtment Director: Mich °
Contact Number: (7) 554-7083 City Manager: b Fran
Subject: Memorandum of Understanding between Montlerre Development, PLLC andi of Ocoee —
regarding a Regional Sports andt in t Complex andix to ' i which
would consist of a number of baseball fields and related f ciliti , hotels, retail buildings and
parking garages,
Commission District #1 — Larry Brinson, Sr.
The assignable contract for the Chevron Property, the development agreement with respect to the conveyance of
the Rogers Property and the overall economic package will be set forth in separate agreements between the City
and Montierre, which separate agreement would be subject to approval by the City Commission. The purpose of
the Memorandum of Understanding is to set forth the general terms of the agreement between the City and
Montierre and to allow Montierre to pursue certain commitments and investors,
Issue:
Should the Honorable Mayor and City Commissioners approve a Memorandum of Understanding with Montierre
Development, PLLC, for the City's involvement and investment into a Regional Sports and Entertainment Complex
and mixed use project consisting of baseball fields and related facilities to include hotels, retail, and parking
garages?
Recommendations:
Staff recommends approval of the Memorandum of Understanding between Montierre Development, PLLC, and
the City of Ocoee.
Attachments:
Memorandum of Understanding
Financial Impact:
None with this Agreement. Next Step will have Financial Impacts provided.
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pe of Iterw. (please mark with an 'v)
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
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 _()
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N/A
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THIS MEMORANDUM OF UNDERSTANDING (this "MOU") is made and entered
into as of November , 2022 (the "Effective Date"), by and between the City of Ocoee, Florida,
a Florida municipal corporation ("City"), with an address of I North Bluford Avenue, Ocoee,
Florida 34761, and MONTIERRE DEVELOPMENT, PLLC, a Florida professional limited
liability company ("Montierre"), with an address of 5669 SE Crooked Oak Ave., Hobe Sound,
FL 33455.
WHEREAS, Montierre is a commercial developer with experience in developing mixed -
use projects and has a desire to develop a mixed use project within the City of Ocoee, Florida
which would consist of a number of baseball fields and related facilities, hotels, retail buildings
and parking garages constructed on the Chevron Property (as defined herein), the Rodgers
Properties (as defined herein) and the Rodgers Adjacent Property (as defined herein) (the
"Project"); and
WHEREAS, Montierre is seeking commitments from one or more established amateur
baseball event and scouting organizations to, upon completion of the Project, utilize the facilities
within the Project; and
WHEREAS, the City has an interest in facilitating the Project based on the benefits to the
current and future residents of the City and the economic impact the Project would have within the
City; and
WHEREAS, the City and Montierre have agreed to enter into this MOU to set forth certain
terms and obligations between the parties.
NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the
receipt and sufficiency of which are acknowledged, the City and Montierre hereby agree as to the
following:
1. Recitals. The above recitals are true and correct and are incorporated in this MOU
by reference as if set forth in full herein.
2. Understandings. The parties set forth their understandings under this MOU as
follows:
a. Chevron Property.
i. The City will use good faith efforts to enter into a contract for the
purchase (the "Chevron Contract") of that approximately 95.1 acre parcel under Orange County
Property Appraiser Parcel ID: 07-22-28-0000-00-001, located in the City of Ocoee, Orange
County, Florida east of Ocoee -Apopka Road and south of Fullers Cross Road and owned by, or
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by an affiliate of, Chevron Land and Development Company, Delaware corporation (the
"Chevron Property");
ii. The parties anticipate that the Chevron Contract will be for a
purchase price of approximately $4,200,000.00, will require that the buyer thereof to perform
certain environmental remediation work and require the buyer to release and indemnify the seller,
and seller -related entities, for all environmental claims relating to the Chevron Property,
iii. The parties further anticipate that the Chevron Contract will be
assignable and that the City would assign the Chevron Contract to Montierre such that Montierre
would purchase the Chevron Property directly from the owner thereof, reimburse the City for any
deposits made by the City under the Chevron Contract, perform the required remediation work and
provide the release and indemnity to the Seller and the seller -related entities. Other that entering
into the Chevron Contract and assigning the Chevron Contract to Montierre, the City would have
no obligations under the Chevron Contract; and
iv. The parties will work together in good faith to negotiate the terms
of the Chevron Contract with the seller thereof.
b. Rodgers Property. Montierre would be responsible for, at Montierre's sole
cost and expense, for the acquisition of one or more of the following parcels (i) that approximately
2.096 acre parcel under Orange County Property Appraiser Parcel ID: 07-22-28-0000-00-039; (ii)
that approximately 2.228 acre parcel under Orange County Property Appraiser Parcel ID: 07-22-
28-0000-00-041; (iii) that approximately 5.017 acre parcel under Orange County Property
Appraiser Parcel ID: 07-22-28-0000-00-043; (iv) that approximately 1.178 acre parcel under
Orange County Property Appraiser Parcel ID: 07-22-28-0000-00-105; (v) that approximately I
acre parcel under Orange County Property Appraiser Parcel ID: 07-22-28-0000-00-074; (vi) that
approximately 0.145 acre parcel under Orange County Property Appraiser Parcel ID: 07-22-28-
0000-00-03 1; (vii) that approximately 0.348 acre parcel under Orange County Property Appraiser
Parcel ID: 07-22-28-0000-00-067; (viii) that approximately 1.405 acre parcel under Orange
County Property Appraiser Parcel ID: 07-22-28-0000-00-068; (ix) that approximately 2.092 acre
parcel under Orange County Property Appraiser Parcel ID: 07-22-28-0000-00-042; and (x) that
approximately 0.402 acre parcel under Orange County Property Appraiser Parcel ID: 07-22-28-
0000-00-06 1, all located in the City of Ocoee, Orange County, Florida east of Ocoee -Apopka Road
and south of the Chevron Property (the "Rodgers Properties").
C. Rodgers Adjacent Property.
i. Conditioned upon Montieffe's acquisition of the Chevron Property
and the Rodgers Properties, the City will convey to Montierre that approximately 37.1 acre parcel
under Orange County Property Appraiser Parcel ID: 07-22-28-0000-00-023, located in the City of
Ocoee, Orange County, Florida north, east and south of the Rodgers Properties (the "Rodgers
Adjacent Property").
ii. The parties anticipate the appraised value of the Rodgers Adjacent
Property will be less than $8,000,000.00.
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iii. The parties agree to use good faith efforts to enter into an agreement
for the conveyance of the Rodgers Adjacent Property from the City to Montierre.
d. Development of the Project. Montierre, at Montierre's sole cost and
expense, shall develop the Project,
e. Payment to the City. In addition to the economic benefits to the City in
having the Project within the City, the City will receive, as compensation for the assignment of the
Chevron Property and the conveyance of the Rodgers Adjacent Property to Montierre, the
following: $20.00 for each night a hotel room is rented out within the Project and $5.00 for each
parking space within a parking garage rented out within the Project. Such payments shall be for a
period of no less than thirty (30) years from the build -out of the Project. Montierre shall be entitled
to all other revenues relating to the Project.
f. Additional Agreements.
i. Montierre will be responsible for improvements to Ocoee -Apopka
Road and the City will provide transportation impact fee credits for such improvements.
ii. Montierre will make certain improvements to existing ballfields
within the City.
iii. The City will have limited use rights to certain of the ballfields
within the Project during no -peak use times and days without charge to the City.
iv. The City will cooperate with Montierre to obtain tourist tax funds
for the development of the Project.
V. The City will provide a tax abatement for City of Ocoee property
taxes for a period not to exceed five (5) years commencing from the conveyance of the Rodgers
Adjacent Property.
3. Development Agreement. City and Montierre agree to use good faith efforts to
memorialize the terms of this MOU in a Development Agreement for Project (the "Development
Agreement"). Once the parties have entered into the Development Agreement, this MOU shall
terminate and be of no further force or effect.
4. Binding Effect. The terms and provisions of this MOU shall be binding upon and
inure to the benefit of the City and Montierre, and their representatives, successors, and assigns.
The burdens hereof shall run with the land, with the effect that any person or entity which acquires
an interest in the Property shall be bound by the burdens hereof. In the event of any conflict
between the terms and conditions of this MOU and the tern -is of the Development Agreement, the
terms of the Development Agreement shall control.
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IN WITNESS WHEREOF, by their signatures below, the parties have caused this MOU
to be executed and effective as of the Effective Date.
MONTIERRE DEVELOPMENT, PLLC, a Florida
professional limited liability company
By: _
Name:
Title
CITY OF OCOEE, a Florida municipal corporation
By:
RUSTY JOHNSON
Mayor
Attest:
MELANIE SIBBITT
City Clerk,
APPROVED BY THE OCOEE CITY COMMISSION
AT A MEETING HELD ON 2022,
UNDER AGENDA ITE M NO.
FOR USE AND RELIANCE ONLY BY TH
CITY OF OCOEE, FLORIDA; APPROVED A
TO FORM AND LEGALITY this — day ki
,2022.
IN
City Attorney
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