First_Right_of_Refusal_Agreement_to_Lease_Property_Dyer-Thacker_Commerce_Park_Contract_20250132_Dec-18-2024_completed.pdf

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FIRST RIGHT OF REFUSAL AGREEMENT TO

LEASE PROPERTY

DYER-THACKER COMMERCE PARK

THIS AGREEMENT made and entered into this 17th day of December 2024 by and between the CITY OF KISSIMMEE, a municipal corporation of the State of Florida, hereinafter referred to as the "CITY" and KISSIMMEE PLACE DEVELOPMENT GROUP, INC., hereinafter referred to as "COMPANY," a corporation organized and existing under the laws of the State of Florida.

WITNESSETH:

WHEREAS, Company has requested a Right of First Refusal to lease property located at Kissimmee Gateway Airport, such real property shall hereinafter be referred to as the "Option Parcel" and is more particularly described in Exhibit �A�; and

WHEREAS, pursuant to City Policy 1501, Company has submitted an application with a preliminary conceptual site plan which the City has reviewed and determined that it is a satisfactory application; and

WHEREAS, The Parties agree to enter into this First Right of Refusal Agreement to provide the Parties an opportunity to conduct thorough due diligence to determine the desirability of leasing the Option Parcel; and

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency and receipt whereof being hereby acknowledged, the CITY and COMPANY agree as follows:

1. Recitals Incorporated. The forgoing recitals are incorporated in and made a part of this Amendment to the same extent as if herein set forth in full.

2. Term. This Agreement shall commence on the above stated effective date and shall continue for a period of twelve (12) months, until such time as the Company and City enter into a resulting lease agreement for the Option Parcel, or until the termination of that certain Non-Binding Letter of Intent by and between the Parties of even date herewith, whichever occurs sooner.

3. Right of First Refusal to Lease Option Parcels. The Company agrees to pay a fee of $2,500 per acre per year for the Right of First Refusal to lease the Option Parcel. A description of the Option Parcel, which consists of approximately eight and one-half (8.5) acres of real property is more particularly described in �Exhibit A� attached, and hereby incorporated by this reference.

The total Right of First Refusal Fee for the Option Parcel is $21,250 per year or $5,312.50 per quarter. Such fee shall be invoiced to Company and promptly paid by the first of the month, commencing on January 1st, 2025, for the Term.

4. Company�s Obligations Precedent to Lease Agreement. As a condition of entering into a lease agreement for the Option Parcel from City, Company agrees to present to the City the following:

a. A design and plan to construct a 122-room hotel within 2 acres on the west side of the parcel and as an option, restaurant, rental spaces, associated utilities and automobile parking upon the remaining 6.5 Acres.

A final configuration and architectural program defined for the Option Parcel within the timeframe mutually agreed to by the parties, and which may include the sitework for the hotel, restaurant, associated utilities and automobile parking, subject to all applicable laws and regulations.

b. The parties may also consider the development of an additional aviation campus facility, office space, and/or retail space facilities on the Option Parcel, subject to all applicable laws and regulations.

c. The Company shall ensure that any design standards, layout, materials and construction on the Option Parcel will meet all City standards, FAA standards, and will be subject to final inspection by the City and all other applicable governmental agencies having approval jurisdiction.

5. Commencement of Lease Payments. Lease payments shall commence as specified in the resulting lease agreement.

6. Lease Agreement Terms. The lease agreement entered by the Parties shall be based upon the City�s current ground lease rates and the following terms.

a. Kissimmee Gateway Airport Ground Lease Rate:

Fair Market Value Appraisal

b. Additional terms as determined by a resulting Comprehensive Agreement pursuant to section 255.065, Florida Statutes.

c. The lease term is expected to be forty (49) years, with the mutual option of renewing the lease for three (3) separate additional ten (10) year periods.

SIGNATURE PAGE TO FOLLOW

Exhibit �A�

Legal Description: DYER-THACKER COMMERCE PARK PB 22 PG 183-185 LOT 7

Proposed Leasehold 8.5 Acres

Proposed Future Development