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HomeMy WebLinkAbout2000 03 27 Regular B Agreement between Schrimsher Properties and Town Center City of Winter Springs March 27, 2000 Regular Agenda Item "B" COMMISSION AGENDA ITEM B CONSENT INFORMATIONAL PUBLIC HEARING REGULAR X March 27, 2000 Meeting MGR. V /DEPT Authorization REQUEST: City Manager requesting City Commission to approve an agreement between Schrimsher Properties and the City relative to the Town Center. PURPOSE: The purpose of this agenda item is to provide the Commission with an agreement for adoption that incorporates direction given by the Commission in the meeting of February 14,2000. CONSIDERATIONS: On February 14, 2000 the Commission was given an update on negotiations between the City and Schrimsher Properties. After considerable discussion with staff and representatives of Schrimsher Properties the Commission provided staff with direction relative to specific terms of the agreement it was willing to adopt. The attached agreement incorporates those terms and conditions. Subsequent to the meeting Schrimsher Properties has once again raised new issues requesting that the City agree to a realignment of a section of the paved portion of the trail eliminating two of the six City parks already agreed to. This realignment would locate the southern leg of the paved trail onto the southern boundary of Wetland Park. This and elimination of the two parks would reduce the amount of property being provided to the City and the State. City of Winter Springs March 27, 2000 Regular Agenda Item "B" Staff doesn't have any substantial problem with the trail realignment. However, staff is strongly opposed to elimination of the two parks. Staffs overall preference is to keep the alignment of the trail and parks as directed by the Commission in the February 14, 2000 meeting. FUNDING: Funding for the infrastructure improvements to be provided by the City would come from water and sewer bond issue, 1996 Revenue Bond Funds, 1 Cent Local Option Transportation Sales Tax, and Transportation Impact fees Trust Funds. RECOMMENDATIONS: It is recommended that the Commission approved the attached agreement with any changes it deems necessary. ATTACHMENTS: Attachment A - Revised Agreement Attachment B - Minutes of February 14,2000 meeting COMMISSION ACTION: ATTACHMENT "A" 3-22-2000 2:47PM FROM AMARI. THERIA 3216396690 P.2 .. DRAFT 3/22/00 Prepared by: Rdum to; AGREEMENT An Agreement made and entered into this _ day of , 2000 by and among Schrimsher Land Fund 1986 - II. Ltd.. Schrimsher Land Fund V, Ltd., and Schrimsher Land Fund V4 Ltd., herein referred to as "Schri1mher" and the City of Winter Springs. a municipal corporation existing under the laws of the State of Florida herein referred to as "City". RECITALS 1. WHEREAS, Section 163.3167, Florida Statutes provides that each local government is encouraged to articulate a vision of the futme physical appearance and qualities of its community as a component of the local comprehensive plan through a collaborative planning process with meaningful public participation. and 2. WHEREAS, the City completed a comprehensive pJamUng study, with ~tensive public participation from 1oca1 residents and local, county, and state officials, which resuhed in the adoption of the Winter Springs Town Center Plan, and 3 . WHEREAS, Schrimsher owns approximately 139 useable acres of land located within the boundaries of the City ofWmter Springs Town Center, and 4 . WHEREAS, Schrimsher and City desire to memorialize their understandings and agreement regarding their respective interests, expectations, and intentions contained in this Agreement regarding the Town Center. NOW THEREFORE in consideration of the terms and condition set forth in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the City and Schrimsher agree to the following: I. Ineorporati.on. of. Retitafs. The foregoing recitals are true and correct and are hereby fully incorporated herein by this reference as a material part of this Agreement. Page 1 of 16 3-22-2000 2:48PM FROM AMARI. THERIA 3216396690 P.3 u. Definltio!\5. Unless the context clearly indicates otherwise, the following words and phrases when used in this Agreement shall have the meaning ascribed below: a) "City~ shaJ1 mean the City of Wmter Springs, a Florida municipal corporation. b) "Ci1:y Co.de" ghatl mean the Ci\y CA>ge of the City ofWmter Springs.. Florida. c) "East Market Square Pareel" shaD mean that portion of Schrimsher Property more particularly described in the boundary map attached hereto as Exhibit "~.. which is hereby fully incorporated herein by this reference. . d) "Lake Trail Park" shaD mean that portion of Schrimsher Property more particularly descn"bed in the boundary'map attached hereto as Exhibit<< _" which is hereby fully incorporated herein by this reference. e) "Magnolia .Park'" sbaIl mean that portion of the Schri.msher Property more particu.1arly described in the boundary map attached hereto as Exhibit <<_" which is hereby fully incorporated herein by this reference. f) "Main Street Improvements" shall mean that portion of Tuskawilla Road described as Main Street on the Town Center Plan and located from State Road 434 to cross Seminole Trail intersection (including pavement, curbs and gutters. and stormwater :fucilities); as more particularly descnbed in the boundary map attached hereto as Exhibit "_" which is hereby fWIy incorporated herein by this reference.. g) "Rusti~ R~elltial Property" shall mean the real property owned by Schrimsher which currently has a rustic residential future land use designation, as more particularly described in attached Exhibit "_" which is hereby fully incorporated herein by thi!l; reference. h) ~S(!hrimsber" shall mean Schrimsher Land Fund 1986 - n, LTD., SCMITL'iher Land Fund V. LTD, and Schrimsher Land FWld VI, L'ID, collectively and individually. i) ~Scbrimsher Property" shall mean the real property owned by Schrimsher and located in the Town Center District, as more particularly described in Exhibit" _" which is hereby fully incorporated herein by this reference. It is expressly acknowledged that no portion of that teal property descn'bed on Exhibit "_" attached hereto and fully incorporated herein by reference is intended to be included in the Schrimsher Property' or the Town Center District. Page 2 of 16 3-22-2000 2:48PM FROM AMARI. THERIA 3216396690 P.4. j) "Spine Road" shall mean the proposed collector road traversing Schrimsher Property and running from State Road 434 to Tuskawilla Road (including pavement, curbs and gutt~ and stonnwater facilities). Said road shall also run adjacent to Wetland Park as a single-loaded road Spine Road is more particularly depicted in the sketch attached hereto as Exhibit "_"" which is hereby fully incorporated herein by this reference. k) "Town Center Plan" shaD mean the sketch concept plan entitled "Wmter Springs Town Center Master Plan", prepared by Dover, Kohl &, Partners, dated . a copy of which is attached hereto as Exhibit "_" and hereby fully incorporated herein by this reference. I) "Town Center District" shall mean the town center area located in the City of Winter Springs that is depicted in the attached Exluoit "_" which is hereby fully incorporated herein by this reference. m) "Town Cente~ Distrlf;t Code" shall mean the town center zonhlg district code adopted by the City Commission of Winter Springs on . as M6' be.. amended fi om time to time. which is attached hereto as Exhibit '" _" and hereby fully incorporated herein by this reference. n) "Wetland Park" shall mean that portion of the Schrimsher Property more particularly described in the boundary map attached hereto as ExhIbit "_" which is hereby fully incorpomted herem by this reference. m. Trail ReaJipment. A portion of the Schrimsher Property is presently encumbered by the former CSX railroad line now owned by the Board ofTrostees of the Internal Improvement Fund of the State of Florida and which is intended to be improved and converted to a public nature and recreational trail ("Cross Seminole Trail"). To enhance the location of the Cross Seminole Trail. fur trail users and to inoorpontte the Cross Seminole Trail into the Town Center, as weD as accommodate a more orderly development of the Schrimsher Property, the City and Schrimsher agree as follows: a) For PUTpOse5 of~ the Cross Seminole Trail in accordance with the Town Center PIan. SchriImher agrees to donate property located within the boundaries of the Town Center, as depk.1:ed on'page 1 J, of the Town Center District Code, to the State of Florida in accordance with rules and procedures of the Florida Office of Green ways and Trails. b) WIthin one (1) year from the date Sclnimshet donates the property for the Cross Seminole Trail, the City sba1l at its expense design) engineer, permit, survey and construct that portion of the Cross Seminole Trail which is located on the property donated by Schrimsher. The City agrees to maintain that portion of the Cross Seminole Trail and, to the Page 3 of 16 3-22-2000 2:49PM FROM AMARI. THERIA 3216396690 P.5 extent permitted by Iaw~ to indelIllillY and hold Schrimsher and Schrimsher Property hmmless against any loss. damage, liens or expenses,. associated with or resulting from the City's design, engineering, permitting, surveying, constructing and maintaining the Cross Seminole Trail. c) City and Schrimsher agree to cooperate with each other, Seminole County, the Florida Department of Enviromnental Protection and all other necessary governmental agencies and interest groups to effectuate the Cross Seminole Trail realignment on Schrimsher Property. IV. ConveYances from Schrimsher to the City. a} Schrimsher agrees that at such time as the City obtains all permits necessary to construct, install, and extend the sewer and water mcilities to the Schrimsher Property as required in Article V below. Schrimsher will convey to the City fee simple title to Magnolia Park Wetland Park. and Lake Trail Park, as depicted on page 11 of the Town Center District Code. b) Sclnirnsher also agrees to convey to the City the Small Neighborhood Squares (#1, 2) 3, 4. and 5), as depicted on page 11 of the Town Center District Code, unless said Squares are substituted by special exception granted by the City Commission of Wmter Springs. Special exceptions will not be unreasonably. withheld by the City, provided the substituted Small Neighborhood Square is of equal or better value than what is proposed in the Town Center Dmrict Code with r~ to property value and design. In addition. Schrim~her shall also have ~ ridn. to relocate allY Small Neii'hborhood Sauare a maximum distance of 2 5 0 feet in any direction. provided the proposed relocated Small Neighborhood Park is located on Schrimsher Property and does not overlap another park~ right~of-wayt CrQ~s Stroi~l~ TraiL and ea..~t. The distance shall be measured be2inni:ng from the boUUdmy of the subiect Small N~hborbood 'Square that is closest to the direction in which said Sq}l8ft: is movios- The conveyances of the Small Nejghborhood Squares sha.U occur at such time. and 85 part ot a City approved Schrimsher development. c) Unless otlawise agreed to in writing by the parties, Schrimsher agrees to provide other parks, open spaces. green spaces, rights of way and easements, and improvements to rights of way and easements similar to those depicted in the Town Center Plan and Code and Iooated on Schrimsher Property. Except for Magnolia Park". Wetland P~ Lake Trail Park, and the Small Neighborhood Squares (which shall be conveyed pursuant to Article LV(a) (b) above), Cross Seminole Trail (which shaJl be conveyed pursuant to Article III (a)), Main Street (which shaJJ be conveyed pursuant to Article V (d)), and Spine Road (which sbaU be conveyed pursuant to Article V (c), any other conveyances shall occur at such time, and as part of. a City approved Schrimsher development, in a lD8ID'ler in which similar conveyances are required in connection with similar developments within the City. With regard to Schrimsher's conwyanoe of such Small Neighborhood Squares and other parks, open spaces Page 4 of 16 3-22-2000 2:50PM FROM AMARI. THERIA 3216396690 P.6 or green spaces (not required pursuant to this Agreement), in no event will Schrimsher be required to convey to the City more than acres... d} Scbrimsber sball not make any claims for extraordinary e){cess development costs for single-loaded roads traversing Schrimsher Property in accordance with this Agreement and the Town Center District Plan. V. City Obli2ations. In consideration of Schrimsher (i) conveying to the City Magnolia Park,. Wetland Park, Lake Trail Park. as described in Article IV(a). (ii) conveying to the City the Small Neighborhood Squares. and other park lands, open spaces and green ~ rights of way, easements, and improvements to said rights of way and easements as described in Article IV(b)(c). and (ill) not making any claim for single-loaded road as described in Article IV(d ). and (i'() a,weeini: to the terms and conditions contained in this A(p'OOment. the City, at its expense, agrees to do the following: a) Within eighteen (18) months from the efrective date ofthis Agree~ extend and connect (i.e., "stub in") City water distribution and sewer collection facilities to the boundaries of Schrimsher Property in sufficient capacity to reasonably accommodate and guarantee the level of service capacity required for the Town Center and Schrimsher Property. Except as provided in Article V(c) and V(d) below relating to Spine Road and Main Street Improvements, the City shall not be required to extend either sewer or water facilities into the interior portion of the Schrimsher Property unless agreed upon in future written de-veJoper agreements. The City also guararttees sufficient capacity within the ~wer and water treatment plants to reasonably accommodate and guarantee the level of service required for the Town Center and Schrimsher Property. The City also agrees that no City water OT sewer co1'JJ1eCtion charge will be applied to Schrimsher Property for purposes of reimbursing the City for the expense of extending and connecting the City's water distnbution and sewer collection facilities to Schrimsher's Property as described above. b) Promptly commence and within six (6) moIJ:tm following the date of this Agreement, submit an application to acquire a :Master Stormwater Management Pennit from the 81. John's WateT Management District for the Town Center and expedite to the fullest extent possible stonnwater permitting within the Town Center and Schrimsher Property. City agrees that Schrimsher's engineers (who shall be qualified and experienced in stonnwater engineering and peumUiug) will be able to provide input into the design and pennitting process for the Master Stonnwater Management Permit and that any and all applications and/or submittal.. to the St. John's Water Management District that may afrect Schrimsher Property will be subject to reasonable and timely review and approval by Schrimsher's engineers. Schrimsher.s engineers shan complete said review pursuant to the City's reasonable time schedule and. shall not unreasonably witbhold said approval. In no event will Page 5 of 16 3-22-2000 2: 51 PM FROM AMARI. THERIA 3216396690 P.7 the Schrimsher Property be required to accommodate a disproportionate amount of the stormwater generated in Town Center. c) Designate Spine Road a City collector road and process an amendment to the City's Comprehensive Plan. Traffic Circulation Element, to so designate. City also agrees, at its expense, to begin designing, engineering, surveying and pennitting Spine Road upon the effective date of this Agreement; and the City agrees to commence good faith construction of Spine Road within two (2) years from said effective date and to diligently pursue completion of such construction. Schrimsher ag,ees that City shall have the right of entry and ingress and egress to and from Schrimsher Property for purposes of designing, engineering, permitting, surveying and constructing Spine Road, and, in such event, the City agrees, to the extentpennitted by law, to indemnifY and hold Schrimsher and Schrimsher Property hannless against any loss, damage, liens or expenses associated with or resulting from the City designin& engineering, permitting, surveying and constructing of Spine Road. However, if Schrimsher desires to construct Spine Road in accordance with the Town Center District Code, prior to the City's schedule for said construction provided herein, Schrimsher may design, engineer. permit. survey. and construct Spine Road at Schrimsher's expense. Pursuant to City Ordinance No. _' Schrimsher shall then be eligible for transportation impact tee credits to be accrued for Schrimsher's designing, engineering. permitting, surveying and construction of the Spine Road. Accroed. credits shall be applied to the development of Schrimsher Property. R.egdl'dl~s.s of wmch party coostructs Spine Road, the City, at its expense and concurrently wjth the construction of Spine Road. agrees to design, pemrlt~ and construct water and sewer utilities for Spine Road required for the Town Center and Schrimsher Property. Schrimsher shall convey the right of way for Spine Road to the City at such time the City !wi obtained all necessary permits for the City to construct Spine Road or at such time that Schrimsher has completed construction of Spine Road, whichever occurs first. d) Within two (2) years of the effective date of this Agreement, design, engineer, ' permit. survey and construct ~ Main Street .Improvements. The Main Street Improvements shaJl be consistent with the Town Center District Code. Schrimsher agrees to donate and convey to the City the right-of-way needed by the City to expand Main Street to eighty-two (82) feet in width in accordance with the Town Center District Code. The conveyance shall oocur at such time as the City has obtained all pennits necessary to construct the Main Street improvements. Because Schrimsher only owns property on one side of that portion of Tuskawilla Road described as Main Street. Schrimsher shall only be required to convey the one-half (i.e., not more than eleven (11) feet~ of the needed right.of-way which is located on Schrimsher's side of Tuskawilla Road. Notwithstanding the aforesaid, if Schrimsher desires to cOmmence the Main Street Improvements iri accordance with the Town Center District Code, prior to the City's schedule for making said improvements, Schrimsher may desi~ engineer, permit, survey. and construct the Main Street Improvements at Scbrimsber's expense and the COl1W}'3DOO shall occur at such time Schrimsher bas completed construction ofsaid iIq)rovements. Pursuant to City Ordinance No. ----J Schrimsher shall Page 6 of 16 3-22-2000 2:52PM FROM AMARI. THERIA 3216396690 P.8 then be eligible for transportation impact fee credns to be accrued for Schrimsher's design, engineering, surveying, permitting and. construction of the Main Street Improvements. Accrued credits shall be applied to the development ofScbrimsher Property. VL 10.::1..5.00 of P~pertv in t~l!g Center District. Schrimsher consents to the inclusion of the Schrbmher Property into the Town Center District subject to the terms and conditions thereot: VII. Adoption of Town Center Distriet Code. Sc.brirmber ~by consents to the adoption oftbe Town Center District Code and its applicability to the Schrimsher Property subject to the tenns and conditions hereof. VIJL lA'lIlt La~{I PH Chanee. Schrimsher and the City acknowledge that the future Janduse designation for the Schrimsher Property shan be Town Center at such time said designation is approved by the City. Specifically, and without limitation. the parties intend for the future land use designation under the City's Comprehensive Plan to be amended to accommodate the Town Center District Code and to correct the future land use designation of the Rustic Residential Property (to Town Center) which was inadvertently previously changed by City from commercial to t'rustic residential". The City sball immediately adkAJiui$tJ atively initiate and diligently process through completion said comprehensive plan amendments and also effectuate any administrative rezoning necessary to implement 1h:: furegoing land use change. All future land use changes shall comply with the procedures set forth in chapter 163, Florida Statutes and the City Code of Winter Springs. IX. East MarJket--.SClQ.a~Parcel. Provided that the site and building plan are consistent with the City Code and Town Center District Codf; the City agrees and acknowledges that the East Market Square Parcel will be allowed to have: (i) a grocery store anchor building consisting of approximately 45,000 retail square feet; (iJ.) up to 45,000 square feet of additional retail square feet; and (ill) a parking ratio of up to five (5) spaces per ],000 retail square feet. X. Retention Ponds. The retention. ponds depicted on the Town Center Plan are meant to be conceptual and do not necessarily indicate the actual location of retention ponds that may be required as part of a development project. As part of an Schrirnsber development projects on Schrimsher Property, Schrimsher agrees to provide retention pOnds in accordance with local, state, and federal law and sound engineering practices. Page 7 of 16 3-22-2000 2:52PM FROM AMARI. THERIA 3216396690 P.9 XL St. Johns Landine:. Schrimsher agrees to provide appropriate buffering consistent with the City Code along the northern boundary of the Schrimsher Property adjacent to the St. John's Landing Subdivision. Said buffering mayor may not include a retention pond. Scluimsher agrees to design. permit, and construct an e~lt (8) a six (6) foot concrete block or brick waD to buffer any commercial or multi-timtily development adjacent to the St. John's Landing Subdivision.. provided said wall is required by the C;i!y C9de. Said wall shall be located along the pennimeter of Schrimsher's Property. xu. Wetbuulllclineation of Wetland Park.. The parties acknowledge that Schrimsher bas previously obtained from the U.S. Army Corp of Engineers and provided to the City a copy of a delineation of the jurisdictional wetland boundaries on the Schrimsher Property and that the parties have utilized such wetland delineation to amend the Wetland Park boundary. Neither party vvarrants the accuracy of such delineation and any further change in the delineation shall not result in Schrimsher being required to convey any additional lands to the City or require the City to reconvey to Schrimsher any portion of Wetland Park. XIII. Spine Road Traffic Siena!. In conjW1Ction with the construction of the Urban Boulevard north or south of State Road 434, the Cily will cooper4te with the Florida Department of Transportation and Schrimsher in any proposal to install a traffic light at the intersection afthe Spine Road and State Road 434 and to install a median break within State Road 434 approximately midway between the intersections at Tuskawilla Road and the Spine Road. XlV. Connection'o Tuskawilla Road. TIle City agrees to cooperate with Schrimsher to allow Schrimsher to design. permit, and construct a road along the existing right-of-way behind the "Mobil Service Station" currently on the comer of State Road 434 and Tuskawilla Road, which mayor may not be designed to COlllleQt Tuskawilla Road with a frontage road south of State Road 434. However, the design., permitting, and construction of said road. shall be consistent with the City Code, subject to site plan review and approval by the City, and at Schrimsher's sole cost and expense. xv. Diacramsl"IUustratlve ~~ Onb'''. Except for Wetland Park, Magnolia Park. Lake Trail Park, the Small Neighborhood SqU8leS, CroISS Seminole Trail, Main Street, and Spine Road, which are expressly agreed to by Schrimsher and City pursuant to this Agreement, the City hereby acknowledges that all Page 8 of 16 3-22-2000 2:53PM FROM AMARI. THERIA 3216396690 P.10 images (diagrammatic examples and graphics) within the Town Center Plan and the Town Center District C~ which are depicted on Schrimsher Property, are for "illustrative pwposes only" and are intended only to illustrate the intent and concepts of the Town Center District Code. . XYI. Danticm. This Agr<<111cM .!ha:1:t be. for a tam of ten (1 ~ )eMS 111 duration,. whi~h may be extended tI&Gk~a b) nrutttal ~Iitt.en.~!<X;lJlt;nt oftbc. pa:l.'tK."'. XVL Periodic Review. This Agreement shall be subject to periodic review by the parties. Periodically, City and Schrixmher agree to cooperate and meet in good filith to discuss the progress made under this Agreement and whether any amendments should be made to this Agreement in furtherance of each others nwtual interests. Additionally, during said review, the parties may discuss proposing amendments to the Town Center District Code which may be needed to promote the public's interest in creating an economically viable Town Center. XVII. Cooperation. Schrimsher and the City shall cooperate fully with each other to effectuate the terms, conditions and intentions of this .Agreement. XVIn. Authori~. Each party hereby represents and warrants to the other that they have foD power and authority to enter into this Agreement. Schrimsher also represents that aD legal and equitable title to the Schrimsher Property is currently vested in and held by Schrimsher and Schrimsher is duly authorized to bind the Schrimsher Property to the terms and conditions contained in this Agreement. City also represents that aU requirements and procedures, including public hearings, have been properly conducted so that the execution hereof by the City shall constitute the final action of the City. XIX. Notices. Any notice required. or allowed to be delivered hereunder shall be in writing and shall be deemed to be delivered when: (a) hand delivered to the official hereinafter designated, or (b) upon receipt of such notice, when deposited in the United States mail, postage prepaid, certified or regib1ered maiL return receipt requested, or (c) one day after deposit with a nationally recognized. overnight courier service, e.g. Federal Express, PuroJator, Airborne, EJq)reSS Mail etc., addressed to a party at the other address as specified below or from time to time by written notice to the other party delivered in accordance herewith. Page 9 of 16 3-22-2000 2:54PM SebriJDshe,; With Copy to: City: with Copy to: XX. :Q~f3ylt!: FROM AMARI. THERIA 3216396690 P. 11 Schrimsher Land Fund 1986 - n, V & VI, Ltd. c/o Michael A. Schrimsher Schrimsher Properties 600 E. Colonial Drive, Suite 100 Orlando" Florida 32803 Phone: 407/423n600 Fax: 407/648/9230 Michael J. Orindstait Esquire Shutts & Bowen LLP 20 N. Orange Avenue, Suite 1000 Orlando, Florida 32801 Phone: 407/423/3200 Fax: 407/425/8316 City of W'mter Springs 1126 East State Road 434 Winter Springs. Florida 32708 Telephone: 407/327/5957 Fax: 407/327/4753 AnthQny A Garganese City Attorney of Winter Springs Amari & Theriac, P.A. 96 Willard Street, Suite 302 Cocoa, Florida 32922 Phone: (407) 639-1320 Fax: (407) 639-6690 Failure by ~ party to perfurm each and every one of its obligations hereunder shall constitute a default, entitling the nond.efauJting party to pursue whatever remedies are available to it under Florida Jaw or equity including, without limitation, an action for specific performance and/or injunctive relief. Prior to any party filing any action as a resuh of a de:tiwlt tmder this Agreement, the nondefiluJting party shall first provide the defauhing party with written notice of said defilult. Upon receipt of said notice, the nondefaulting party shall be provided a thirty (30) day opportunity in which to cure the defimlt to the reasonable satisfaction of tile nondefuulting party prior to filing said action. The prevailing party in any litigation arising under this Agreement shall be entitled to recover its reasonablc attorney's fees and costs, whether incurred ~t trial or appeal. Page 10 of 16 3-22-2000 2:54PM FROM AMARI. THERIA 3216396690 P.12 XXL Successors and Assjl:ns. This Agreement shaD automatically be binding upon and shall inure to the benefit of the successors and aSsigns of each of the parties. XXIL 4pDlica~le Law. This Agreement shall be governed by and construed in accordarice with the laws of the State of Florida.. XXID. Amendments. This Agreement shall not be modified or amended except by written agreement duly e:xecuted by both parties hereto. XXIV. Entire Alreement. This Agreement supersedes any other agreement, oral or written, and. contains the entire agreement between 'the City and Schrimsher as to the subject matter hereof. XXV. Severability. rfany provision of this Agreement shall be held to be invalid. or unenforceable to any extent by a court ofoompeteDtjurisdiction, the same shall not a1rect in any respect the validity or enforceability of the remainder of this Agreement. XXVI. ~...~tv, Qat~. This Agreement sba11 become .e:trecti.ve upon approval by the City Commission of Winter Springs and execution of this Agreement by both parties. xxvn. Recordation. A short form memorandum of this Agreement and any amendments hereto shaJI be recorded in the public records of Seminole County, Florida and shall run with the Schrimsher Property. The memorandum shall be in a fonn mutually acceptable to the City and Schrimsher. XXVlll. Relationship of the Parties. The relationship of the parties to this Agreement is contractual and Schrimsher is an independent contractor and not an agent of the City. Nothing herein shall be deemed to create a joint venture or principal-agent relationship between the parties, and neither party is Page 11 of 16 3-22-2000 2:55PM FROM AMARI. THERIA 3216396690 P.13 authorized to, nor ~ either party act toward third persons or the public in any manner which would indicate any such relationship with the other. XXIX. Sovea:ei&n Immunity. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign imrnwrity under Section 768.28, Florida Statute~ or any other limitation on the City's potential liability under state and federal Jaw. xxx. City's Pollee Power. The City hereby reserves all police powers granted to the City by law. In no way shall this Agreement be construed as the City bargaining away or surrendering its police powers. XXXL Force M1.\Jeure. The parties agree that in the event that the failure by either party to accomplish any action required hereunder within a specified. time period ("Time Period'') constitutes a defuult under the terms of this Agreement and, if any such failure is due to any unforeseeable or unpredictable event or condition beyond the control of such party, including, but not limited to, acts of God, acts of govenonent authority (other than the City's own acts), acts of public enemy or war, riots. civil disturbances. power failure, shortages of labor or materials, injunction or other court proceedings beyond the control of such party, or severe adverse weather conditions ("'Uncontrollable Event"), then, notwithstanding any provision of this Agreement to the contrary, that firl1ure shaD not constitute a demult under this Agreement and any Time Period proscribed hereunder shaD be extended by the amount of time that such party was unable to perfonn solely due to the Uncontrollable Event. . XXXIL loterpret$tion. The parties hereby agree and acknowledge that they have both participated equally in the drafting of this Agreement and n.o party shaD be favored or disfavored regarding the interpretation of this Agreement in the event ofa dispute between the parties. xxxm. Penn its. The ftillure oftbis Agreement to address any particular City. county, state, and federal permit, condition. term. or restriction shall not relieve Schrimsher or the City of the necessity of complying with the law governing said. perorltting require.ments., conditions, term. or restriction. Page 12 of 16 . 3-22-2000 2:56PM FROM AMARI. THERIA 3216396690 P.14 XXXIV. Third PartY Riebts. This Agreement is not a third party beneficiary contract and shall not in any "way whatsoever create any rights on behalf of any third party. XXXV. CD..lUlt~QJ$.d~. This Agreement may be executed in any number of counterparts. each of which when so executed aria delivered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. XXXVI. State Grant. The parties acknowledge that the City bas filed a grant application to the State of Florida for the purpose of obtaining grant funds to allow the State of Florida to purchase Magnolia Park and Wetland Park. Schrimsher agrees to reasonably cooperate to allow the City to obtain said grant funds and if said grant funds are ob~ Schrimsher and the City agree that said grant funds shall be expended in a manner mutually acceptable to both parties to benefit the Schrimsher Property and the Town Center District (i.e., Magnolia Park and Wetland Park and Cross Trail Seminole Trail Improvements). Provided, however, in no event shall Schrimsher be required to convey Magnolia Park or Wetland Park directly to the State of Florida nor are the City's and Scbrimsher's Obligations hereunder in any way contingent upon the success or failure of the City obtaiWng such grant funds (specifically, including, without lilnitation, the City's obligations set forth in Artic1c V hereunder and Schrintshcr'g Obligations set forth in Article IV hereunder). XXXVID. Copveyanet'l!l by Schrimsher. All real property conveyances made by Schrimsher to the City pursuant to this Agreement shall he made by warranty deed and free of all mortgages,. liens, and other encumbrances. XXXVIV. Declaration of the City Commission of Winter SpriQa.r The City Commission of the City of Winter Springs hereby finds that this Agreement is consistent with the City's Comprehensive Plan and land development regulations and is a legislative act of the City Commission of the City. The City Commission further fmds that this Agreement promotes the public health. safety, and welfare and is consiste~ with, and an exercise of, the City's powers under the Municipal Home Rule Powers Act, as provided in s. 2(b), Article VIII of the Florida Constitution and chapter 166.021, Florida Statutes and the City's police powers. Page 13 of 16 3-22-2000 2:56PM FROM AMARI. THERIA 3216396690 P.15 IN WITNESS.WHEREOF, Schrimsher and the City have executed this Agreement in form sufficient to bind them as of the day and year first above written. "SCHRIMSHER" WITNESSES: SCHRIMSHER LAND FUND 1986-11, LT~.aAoridalliMed~rnmp By: Schrimsher Inc., a Florida corporation Print Name: By: Michael A. Schrimsher, Vice President Print Name: SCHRIMSHER LAND FUND V, LTD., A Limited Partnership WITNESSES~ By: Schrimsher Inc., a Florida corporation Print Name: By: Michael A. Schrimsher, Vice President Print Name: SCHRlMSHER LAND FUND VI, L TD.~ A Limited Partnership WITNESSES: By: Schrimsher Inc., a Florida corporation Print Name: By: Michael A. Scluimsher. Vice President Print Name: Page 14 of 16 3-22-2000 2:57PM FROM AMARI. THERIA 3216396690 CITY OF WINTER SPRINGS A Florida Municipal CotpOration 'By: WITNESSES: Print Name: Print Name: Page 15 of 16 P.16 3-22-2000 2:57PM FROM AMARI. THERIA 3216396690 P.17 ... Svw~ Lake Trail Park Magnolia Park Main Street Improvement Area Rustic Residential Property Schrimsher Property Excluded Schrimsher Property Spine Road Town Center PIan Town Center D.i.strict Town Center District Code Wetland Park Recordable Short Form Memo EXJIlBIT LIST Reference in Agreement Definition II. c Def. II. d Det: II. e Def. II. f Det: II. h Dei. 11. h Dei. II. i Def. rr.j Det: U. k Det: II. I Def. n. m Article XXVII Page 16 of 16 ATTACHMENT "B" CITY OF WINTER SPRINGS MINUTES CITY COMMISSION REGULAR MEETING - FEBRUARY 14,2000 Page I I of19 MOTION BY COMMISSIONER MILLER. SECONDED BY COMMISSIONER MARTINEZ. DISCUSSION. VOTE: COMMISSIONER BLAKE: AYE COMMISSIONER MILLER: AYE COMMISSIONER MARTINEZ: AYE MOTION CARRIED. Mayor Partyka added, "We'll Table this until some future part of the meeting, when it's appropriate to discuss this again". VI. REGULAR ADD-ON F. City Manager City Manager Requesting The Commission To Review And Provide Direction Regarding The Approval Of An Agreement With Schrimsher Properties Relative To The Town Center District Code. Attorney Garganese briefly spoke about the Town Center District Code. Tape 2/Side A Manager McLemore was asked for his recommendation, and Manager McLemore replied that he would like direction from the Commission, after they hear all the information. Some of the "outstanding issues" dealing with a final agreement with Schrimsher Properties, includes the "location of Spine Road - a major collector road that runs through the Schrimsher Property that connects 434 to Tuscawilla Road". Further discussion included the three possible routes that could possibly qualify as a collector road; effects on the Town Center; related costs; issues; and "kick-starting the development". The following items were identified as issues: 1: The location of Spine Road 2: The "Schrimsher's have to verify the costs of the sewer and water line that will be run to the boundary of their property". 3: Six (6) small neighborhood parks. 4: Cross Seminole Trail realignment. 5: St. Johns Landing Wall Buffer. - 6: "The issue relative to the recapturing of costs, through the connection fees", Discussion ensued on the status of the negotiation process and progress. CITY OF WINTER SPRINGS MINUTES CITY COMMISSION REGULAR MEETING - FEBRUARY 14,2000 Page 12 of 19 Commissioner Miller stated "Just for the record, then - I feel very comfortable about going forward right now, and letting all these details be worked out after we have approved the Town Center Ordinance". Commissioner Miller then added, "I just wanted to read it into the record, because it again - it deals with this entire document, that was crafted in 1998 - two (2) years ago, and it says, the build-out drawings on page ten (10) of this Code; page six (6) adopted Master Plan shall serve as a guidance to the Development Review Committee, with regard to the City's intent for the land development of the Town Center, which images as contained in this Code, permit to demonstrate the character of the Town Center by illustrative purposes only. The accompanying text and numbers are rules that govern the permitted development and that latter sentence deals with the actual widths of the streets, and the height of buildings, and such - but doesn't specify where the building is going to be or where the streets are going to be, or where the sewer is going to be or where the parks are going to be". Mayor Partyka called a break at 8:59 P.M The meeting was called back to order at 9: 16 PM. by Mayor Partyka. Manager McLemore spoke about the Trail realignment issue as it was it in the original plan, and added that "What is being proposed by the Schrimsher's is to move the unpaved portion - that unpaved portion to the edge - the eastern edge of Wetland Park". Discussion ensued regarding the impacts of several parks, and separating the horse Trail from the people Trail. Michael Schrimsher, 600 East Colonial Drive, Orlando, Florida: spoke of his personal preference for the location of the Trail; the current alignment; the new alignment; and Trails for horses. Mr. Schrimsher then said, "I think it also should be noted that the current Trail that is supposed to be a multi-use Trail that exists, does not have a separate horse Trail. They have a place to park horse trailers, and they have a little horse path alongside the paved path until, just on the - but, once you reach the main line and decide whether to go toward Oviedo or Winter Springs, if you're on horse, you've got to ride on the asphalt Trail, or ride along the edge of it - basically, on the side of the road - with no separation whatsoever between you and kids on bikes, kids on roller blades, ladies pushing baby strollers, so this is the only place in the whole place in the whole Trail that I know of where you.. .". Commissioner Blake stated, "Just for the record, and you'd be hard pressed to find somebody in here that's on the Trail more than I am. It actually goes through the back of my neighborhood". I tell you there are areas of the current Trail where horses and paved area are adjacent to one another, but the majority of it, the horses are actually quite well removed from the paved portion, through another blazed Trail that is unpaved that does parallel it within the corridor that horses go on, and I've been on much of that! So, that does exist". CITY OF WINTER SPRINGS MINUTES CITY COMMISSION REGULAR MEETING - FEBRUARY 14,2000 Page I3 of19 Discussion followed regarding the "squaring off' of certain property; uplands; Wetlands Park; previous designations; two-for-one acreage swap; easement crossings; the benefit to the Schrimsher property; road crossings; and whether the wetlands were connected. Tape 2/Side B Further discussion ensued on dedications; monies involved to possibly purchase these lands; the Trail realignment; the wall requirement; the alignment of Spine Road; which road would be most beneficial; monetary concerns; negotiations; the first choice (which is the Staff's preference) at a suggested $900,000, the preference of the Schrimsher's at approximately $1.1 mill ion dollars, and the third option which came in at about $1.4 million dollars; and fee simple title for ownership of area parks. Mr. Micky Grindstaff, 20 North Orange Avenue, Suite 1001, Orlando, Florida: spoke about wetlands; more flexibility; special exceptions; which parks were preferred; the legal descriptions of certain parks; and the "geometry" of the design. Manager McLemore, members of the Commission, and Mr. Grindstaff discussed green space; the defining of park spaces; incentives for those involved first in the project that this is to be a "walkable" community; changes to the plan; developing the parks; water and sewer charges; impact fee credits; long term improvements; and credits for compliance with the Ordinance. Discussion ensued on what has been discussed; the current time which was 11 :45 p.m.; whether matters could be resolved in the remaining time; or if another meeting should be considered. Manager McLemore stated, "I'm not sure we can't cut this deal tonight - to be honest with you". Mr. Grindstaff replied, "I'm fairly confident, we can't cut it tonight, but, I think, I'm quite confident that we cannot cut it tonight, ok". Discussion. "I'D LIKE TO MAKE A MOTION TO EXTEND THE MEETING FOR ONE (1) HOUR PLEASE". MOTION BY COMMISSIONER BLAKE. SECONDED BY COMMISSIONER MARTINEZ. DISCUSSION. VOTE: COMMISSIONER MARTINEZ: AYE COMMISSIONER BLAKE: AYE COMMISSIONER MILLER: NAY MOTION DID NOT CARRY. CITY OF WINTER SPRINGS MINUTES CITY COMMISSION REGULAR MEETING - FEBRUARY 14,2000 Page 140f19 Commissioner Blake stated, "We now have a quandary that I mentioned long before we were doing the rules, and that is, we cannot adjourn without a Motion and Approval". Discussion. Tape 3/Side A "I MAKE A MOTION TO EXTEND THE MEETING FOR HALF AN HOUR". MOTION BY COMMISSIONER MILLER. SECONDED BY COMMISSIONER MARTINEZ. DISCUSSION. VOTE: COMMISSIONER BLAKE: AYE COMMISSIONER MARTINEZ: AYE COMMISSIONER MILLER: AYE MOTION CARRIED. Commissioner Blake stated, "Point of Order, if I may, Sir. We have, I believe, if I'm correct, two (2) other Public Hearing's Items, which have been advertised, and if it's possible I would suggest that we try to get to those tonight". Mayor Partyka opened the "Public Input" portion of this Agenda Item. Mr. Bill Fernandez. 250 Panama Road East, Winter Springs, Florida: discussed the close proximity of the horse Trail and the potential problems; improved ridership; Attorney General Opinion Number 080-80; Chapter 316.003 of the Florida Statutes; and his preference for the outside Trail as the safest and best for horses and their riders. Mr. Fernandez also referenced Chapter 588.11 of the Florida Statutes which pertains to fences. The "Public Input" portion of this Agenda Item was closed. Manager McLemore stated, "Number one, on Spine Road, I think we can agree with the Schrimsher's relative to the middle alignment. I think the thing we need, is to understand that you're getting a better jump-start by doing it that way. They are developers. They have put on the record they think that would be a better alignment for jump-starting the project. Relative to the ten (10) year termination, I think we need to solve that problem; and technically, I think maybe the Attorneys can get together and do that, and define in such a way that it does not impose upon your eventual taking of those parks. On the conveyance of the Parks, I think, again, I feel that we should agree that there is, that we would not take fee simple on these Parks immediately; that we create some language relative to zones and that we would take them by fee simple based on a project by project basis, and movement of those would be contingent upon special exception granted by the Commission on the plan". CITY OF WINTER SPRINGS MINUTES CITY COMMISSION REGULAR MEETING - FEBRUARY 14,2000 Page 15 of 19 Manager McLemore continued, "On the Trail realignment, I think the Trail realignment should be left alone. On the wall - I think you should retain the wall in there, because I know you're going to have problems with these future developers, coming with land owners, once you start to develop and if we get the intensity - like we said, for single family, it's not a problem, only ifit's commercial and only ifit's multi-family, should the wall be required". Discussion continued regarding the wall issue. "MR. MAYOR, I'D LIKE TO MAKE A MOTION TO DIRECT THE CITY MANAGER TO FOLLOW THROUGH WITH NEGOTIATIONS WITH THE SCHRIMSHER ORGANIZATION, BASED ON OUR DISCUSSION THIS EVENING". MOTION BY COMMISSIONER BLAKE. SECONDED BY COMMISSIONER MILLER. DISCUSSION. VOTE: COMMISSIONER MILLER: AYE COMMISSIONER BLAKE: AYE COMMISSIONER MARTINEZ: AYE MOTION CARRIED. Mayor Partyka stated, "City Manager, you have agreement from this Commission to continue your negotiations and discussions based on the comments". .:..:. AGENDA NOTE: THE FOLLOWING MOTION PERTAINS TO PUBLIC HEARINGS AGENDA ITEM "B" WHICH WAS (BRIEFLY) DISCUSSED NEXT ON THE AGENDA. .:. .:. V. PUBLIC HEARINGS B. Community Development Department Requests The Commission Consider A Third Reading Of Ordinance 707 Adopting The Proposed Town Center District Boundary And Town Center District Code "MAYOR, I'D LIKE TO MAKE A MOTION TO POSTPONE THE THIRD READING OF ORDINANCE 707 UNTIL THE SECOND - REGULAR MEETING IN MARCH, 2000, PRESERVING ADVERTISING". MOTION BY COMMISSIONER BLAKE. SECONDED BY COMMISSIONER MILLER. DISCUSSION.