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HomeMy WebLinkAbout2000 04 10 Regular J Scrimsher Properties j I ,J COMMISSION AGI~NDA ITEM J (:onsent Informational J.ublic Hearing Ilegular X April 10, 2000 Meeting Mgr. / Dept. Authorization REQUEST: City Manager Requesting The City Commission Consider Negotiations With Scrimsher Properties. (The City Manager and City Attorney Are Finalizing A Couple Of Issues, Therefore This Agenda Item Will Be Available On Friday, April 7, 2000). REGULAR J. City Manager Requesting The City Commission Consider Negotiations With Scrimsher Properties. (The City Manager and City Attorney Are Finalizing A Couple Of Issues, Therefore This Agenda Item Will Be Available On Friday, April 7, 2000). .4 , ... City of Winter Springs April 10, 2000 Regular Agenda Item "J" Page 1 of2 COMMISSION AGICNDA ITEM J Consent Informational Public Hearings Regu la r X Meeting ,12'-- Mgr. / Dept. Authorization REQUEST: City Manager requests the Commission to ftnalize any outstanding issues and approve the agreement between Schrimsher Properties and the City of Winter Springs relative to adoption of the Town Center Code. PURPOSE: The purpose of this Agenda item is frnalize any outstanding issues and adopt the Development Agreement between Schrimsher Properties and the City regarding the Town Center. Note: The revised agreement will be available no later than 5:00 p.m. Friday. CONSIDERATION: On March 27, 2000 the City Commission authorized the City Manager, Commissioner Michael S. Blake and Commissioner David McLeod to meet with representatives of Schrimsher Properties to frnalize negotiations for a development agreement with Schrimsher Properties related to adoption of the Town Center Code and the Town Center Development. As shown in the attached documents, the parties met on March 30, 2000 and came to resolution of the following issues except the issue dealing with billboards which we need to formalize no later than this Commission meeting. The City Attorney has incorporated the language of the issues resolved and the cities preferred language on billboards in the attached revised agreement. In regards to the billboard issue Staff is adamant in it's position that Schrimster was adequately compensated for removal of it's billboards through provisions of tile agreement and that revisions to the City's offer should be made if Schrimsher refuses to agree to removal of the billboards. FUNDING: Funding for the agreements are provided from the 1999 Revenue Bond issue, the One Cent Local Option Sales Ta.x, Integrated Utilities Fund Bond Issue, and Transportation Improvement Fund. .40 -/ City of Winter Springs April 10, 2000 Regular Agenda Item 'j" Page 2 of2 RECOMMENDATION: It is recommended that this City Commission resolves any outstanding issues and adopts the agreement. If the issues cannot be resolved at the Commission meeting it is recommended that the Commission authorize staff and Commissioners Blake and McLeod to return to the negotiation table for further negotiations. ATTACHMENTS: 1. City drafted amended agreemen t 2. Drafted minutes of March 30,2000 negotiated meeting (availahle Friday by 5:00 p.m.). ~ DRAFT CITY HALL MARCH 30, 2000 MINUTES Negotiation Meeting The purpose of this meeting was to continue with representatives of Schrimsher Properties to finalize an agreement relative to the development of the Winter Springs Town Center. Persons present at the negotiating session: Mickey Grindstaff, Shutts & Bowen LLP Michael Schrimsher, Schrimsher Properties Dick Davis, Davis & Associates Commissioner David McLeod Commissioner Michael Blake Assistant to the City Manager, Richard Greenwood Community Development Director, Charles Carrington The following issues were discussed: 1. Finalize Exhibits It was decided that the city would take the lead in ftnalizing exhibits for the agreement in an attempt to make the April 1 0, 2000 City Commission meeting if possible 2. Buffer Requirements between St. Johns Landing and the Town Center City: City desires to have a buffer requirement between the Town Center and St. Johns Landing in addition to that provided by the Cross Seminole County Trail. Schrimsher: Schrimsher desires to utilize the Cross Seminole County Trail right of way as the buffer between St. Johns Landing and the Town Centec Agreement: The parties agree that the Cross Seminole County Trail right of way may be used to satisfy buffer requirements between the Town Center and St. Johns Landing. The parties agree that the width of the buffer between the Town Center and St. Johns Landing will be the width of the Cross Seminole County Trail or fifty-feet whichever is greater. 3. External Wall Requirements between St. Johns Landing and the Town Center City: City desires to have a 6-foot masonry wall constructed between the Town Center and St. Johns Landing if commercial or multi-family uses are constructed on Town Center Property adjacent to St. Johns Landing. Schrimsher: Schrimsher desires to construct a wall only if required by city code, and that Schrimsher should have the flexibility to construct the wall on either side of the Cross Seminole County Trail dependent upon conditions at the time of design of the Town Center. Page 1 of3 Minutes, Town Center Negotiation March 30, 2000 ~ DRAFT Agreement: The parties agree that a 6-foot high masonry wall will be constructed on Schrimsher Property on the St. Johns Landing side of the Cross Seminole County Trail; the length of the platted developable lots of St. Johns Landing; the wall will remain the property of Schrimsher Property or his successors, and that the independent property owners of St. Johns Landing living adjacent to the wall shall be given the right at their expense to construct an access opening through the wall for purposes of accessing the Cross Seminole County Trail provided the access design meets the standards of Schrimsher Properties and the city. 4. Internal Town Center Wall Requirements: City: City desires masonry walls to be required between single family uses and commercial uses, and single family uses and multi-family uses unless waLved by the Development Review Committee. Schrimsher: Schrimsher desires that walls should be permitted but not required in the Town Center. Agreement: The parties agree that walls within the Town Center may be permitted but shall not be required except as provided for in the current language of the Town Center Code. 5. Relocation of Paved Trail City: City desires the paved section of the Cross Seminole County Trail to be constructed as approved by the State as shown in Exhibit (A). Schrimsher: Schrimsher desires the paved section of the east-west section of the trail to be relocated north along the southern boundary of Wetland Park and Edge Drive as shown on Exhibit (A). Agreement: The parties agree that the east-west section of the paved trail may be relocated to run along the southern boundary of Wetland Park and/or along the southern boundary of Edge Drive. Schrimsher agrees to dedicate the right of way in addition to that provided for Edge Drive to accommodate that section of the trail relocated on property along the southern boundary of Edge Drive in accordance with state regulations as shown in Exhibit (A). The parties further agree that in no case shall the Cross Seminole Trail street be located any further north than currently shown in Exhibit (A), other than to accommodate adjustments the sole purpose of which would be to straighten the :road, or to provide for a more favorable sight line and/or curvatures of the road. The parties further agree that in no case the Cross Seminole Trail street be relocated more than one-hundred feet south toward State Road 434 from the streets current alignment as depicted in Exhibit (A). Page 20f3 Minutes, Town Center Negotiation March 30, 2000 .~ ~ DRAFT The parties further agree that parks "5" and "4" as shown on Exhibit (A) may be relocated east and west not more than 250 feet and south not more dlan 100 feet provided that their relative locations with access to, and alignment with the current street layout is preserved. 6. Elimination of Park 3 Schrimsher. Schrimsher desires to eliminate Park 3 as shown on Exhibit (A). City: City desires that Park 3 remain as currently shown on Exhibit (A). Agreement: The parties agree that Park 3 shall be eliminated provided however that Lake Trail Park shall be reconfigured as shown in Tract 9 Exhibit (A) with not less than .85 acres of land, with not less that 300 feet of road frontage, and Park "5" shall be enlarged from .24 acres to .44 acres and Park 4 shall be enlarged from .22 acres to .42 acres. 7. Park Relocation Radius: Schrimsher: Schrimsher desires that Parks 5, 4, 2, and 1 be allowed to be relocated to a location within a 500-foot radius of their locations as shown in Exhibit (A), provided that the relocation would result in a park configuration and town center design equal to or better than that shown in Exhibit (A). City: City desires that the relocation of Parks 5, 4, 2, and 1 be allowed to be relocated within not more than a 250-foot radius of their existing location provided that the relocation would result in a park configuration and town center design equal to or better that that shown in Exhibit (A). Agreement: The parties agree that relocation of Parks 2, and 1 will be allowed to relocate to a location within not more than 250-feet of the current location of the parks as shown in Exhibit (A) provided that the relocation will result in a park and town center design equal to or better than that shown in Exhibit (A) and Park 5, and 4 shall be relocated as provided in Section 5 above. 8. Billboards: Schrimsher: Schrimsher desires the two billboards located on State Road 434 to be unaffected by the town center and that they have not agreed to removal of the billboards for adequate compensation. City: City desires the billboards to be permanently removed and states that Schrimsher has previously agreed to remove the two billboards in prior negotiations for which Schrimsher was adequately compensated but offered a compromise in which Schrimsher will remove the billboards upon application for a building permit to construct facilities of any type on parcels upon which the billboards are located. Agreement: No agreement was reached on this issue. Schrimsher agreed to renew the billboard issue with his representatives and provide a response to the city. Page 3 of3 Minutes, Town Center Negotiation March 30, 2000 TRACT SIZE TRACT SIZE N 0.45 AC @ O. , 5 AC * 0.44 AC @ 0.85 AC Omitted @ 2.26 AC 0.42 AC @ 0.82 AC 0.44 AC @ 0..30 AC 0.74 AC @ 0.70 AC ~~1""'lI o 100 tOO I 400 EXHIBIT "A" _ -- APPROVED UNPAVED TRAIL ....... APPROVED PAVED TRAIL SPINE ROAD (COLLECTOR) . . .. PROPOSED TRAIL REALIGNMENT - . - EDGE DRIVE ~ I [!!'I I ~ CROSS SEMINOLE TRAIL STREET 4/7/2000 '.1-07-2000 3: 56Pt'1 FROH At1AR I. THER I A 321 6396690 P. 2 DRAFT 4/7/00 Prepared by: Return to: AGREEMENT An Agreement made and entered into this _ day of , 2000 by and among Schrimsher Land Fund 1986 - 11, Ltd.., Schrimsher Land Fund V, Ltd., and Schrimsher Land Fund VI, Ltd., herein referred to as "Schrimsher" 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 l63.3167, Florida Statures provides that each local government is encouraged to articulate a vision of the future physical appearance and qualities of its conmlUruty as a component ofthe local comprehensive plan through a collaborative planning process with meaninb1Ul public participation, and 2. WHEREAS, the City completed a comprehensive planning study, with extensive public participatIon from local residents and local, county, and state officials, which resulted In the adoption of the Winter Springs Town Center Plan, and 3 . WHEREAS, Schrimsher owns approximately 13 9 useable acres of land located within the boundaries of the City of Winter Springs Town Center, and 4 . \VHEREAS, 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. .~ow THEREFORE in consideration of the terms and condition set forth in this Agreement, ;lnd other good and valuable consideration, the receipt of which is hereby acknowledged by the panies, the City and Schrimsher agree to the following: t !ncofporatioll-.Of Recitals. The foregoing recitals are true and correct and are hereby fully incorporated herein by this reference as a material pan of this Agreement. Page 1 of 17 APR-07-2000 16:56 3;~163%690 9ax P.02 .:1-07-2000 3: 56Pt-1 FROt,1 AHAR I. THER I A 32 1 6396690 P.3 U. llifinitiofl5..:. Unless the come>..1: clearly indicates otherwise, the following words and phrases when used in this Agreement shall have the meaning ascribed below: a) "City" shall mean the City of Winter Springs, a Florida municipal corporation. b) "City Code" shall mean the City Code of the City of Winter Springs, Florida. c) "East M.arket Square Parcel" shall mean that portion of Schrimsher Property more particularly described in t.he boundary map attached hereto as Exhibit "_" which is hereby fully incorporated herein by this reference. d) "Lake Trail Park~' shall mean that portion of Schrimsher Property more panicularly described in the boundary map attached hereto as Exhibit" ___" which is hereby fully incorporated herein by this reference. .Lake Trail Park shall not be less than point eight- fivl~ L 85) acres in size with not less than three hundred DOO) feet of road fronta~e e) "Magnolia Park" shall mean that portion of the Schrimsher Property more particularly described in the boundary map attached hereto as Exhibit "_" which is hereby fully incorporated herein by this reference. f) "I\'lain Street Improvements" shall mean that portion of Tuskawilla Road described as Main Street on the Town Center Pt.m District Code and located from State Road 434 to Cross Seminole Trail intersection (including pavement, curbs and gutters, and stonmvater facilities); as more particularly described in the boundary map attached hereto a$ Exhibit "_" which is hereby fully incorporated herein by this reference.. g) '~Rustic Residential Property" shall mean the real property owned by Schrimsher which curr~ntly has a rustic residential future land use designation. as more particularly described in attached Exhibit "_" which is hereby fully incorporated herein by this reference. h) "Schrimsher" shaH mean Schrimsher Land Fund 1986 - U, LTD., Schrimsher Land Fund V, L TD, and Schrimsher Land Fund VI, L TD, collectively and individually. i) -.Schrimsher Property" shall mean the real property o",,"ned 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 real property described on Exhibit "_P 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 17 APR-07-2000 16:56 3216396690 98;~ P.O] 4-07-2000 3:57PM FROt.1 AMAR I. THER I A 321 6396690 P.4 j) "Spine Road" shall mean the proposed collector road traversing Schrimsher Property and running from Stare Road 434 to Iuskawilla Road (including pavement, curbs and gutters, and stormwater facilities). Said road shall also run adjacent to Wetland Park as a single~loa.ded road. Spine Road will run as close as practicable to the Wetland Park in order to reduce the amount ofisolared uplands between Spine Road and Wetland Park. Spine Road is more particularly depicted in rhe sketch attached hereto as Exhjbit "_" which is hereby fully incorporated herein by this reference. k) "Town Center Plan" shall mean. the sketch concept plan entitled "Winter Springs Town Center \ilaster Plan", prepared by Dover, Kohl & Partners, dated l\"larch 23. ) 998, 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 Exhibit "_" which is hereby fully incorporated herein by this reference. m} "Town Center District Coder shaJ! mean the town center zoning di.strict code adopted by the City Commission of Winter Springs on , J.S In~J b~ crrnelrded Ii Ow t~llle to t;lJJe, which is attached hereto as Exhibit "_" and hereby fully IOcorporated herein by tbis reference. n) "\Vetland Park" shall mean that portion of the Schrimsher Property more particularly described in the boundary map attached hereto as Exhibit "_" which is hereby fuJly incorporated herein by This reference. lIJ. Trail Realignment. A pOI1:ion of the Schrimsher Property is presently encumbered by the tormer CSX railroad line now owned by the Board of Trustees 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 ("Cro$S Seminole Irail"). To enhance the location of the Cross Seminole Trail. for trail users and to incorporate the Cross Seminole Trail into the Town Center, as well as accommodate a more orderly development of the Schrimsher Propeny. the City and Schrimsher agree as follows: a) For purposes of realigning the Cross Seminole Trail in accordance with the Town Center Plan, Schrimsher (in exchange for receiving fee-simple ownership of a portion of the current alignment of the Cross Seminole I rail) agrees to donate property located within the boundaries of the Schrimsher Property, as depicted on page 11 of the Town Center District Code, to the State of Florida in accordance with rules and procedures of the Florida Office of Greenways and Trails LE..Q..~. Provided, however. the City acknowledges that the unpa.ved portion of the Cross Seminole T.ail traversing the easterly and northerly portion of Page:> of ] 7 APR-07-2000 16:56 3:2163'36690 98;-: P.04 4.-07-2000 3: 57Pt-1 FROt-1 At-1AR I. THER I A 3216396690 P.5 the Schrimsher Property shall be located adjacent to or as close as practicable to the contiguous wetlands (lying easterly and northerly of the Schrimsher Propeny) in order to minimize the amount of isolated uplands (i.e., non-wetlands) located between the Cross Seminole Trail and such wetlands (the "Isolated Uplands"). The City acknowledges that such Isolated Uplands may be induded in the land exchange with the State of Florida to meet the "2 to l" ratio t:xc;hange requirement of the FOG&T ifalJowed by the FOGT. Schrimsher aud !:dly also a~ree t.hat the east-west secti.c2!LQf the paved portion of tbe Cros~ Seminole Trail m;ty be located on either side of Edge Drive (as depicted on page 11 of the Town Center .llistrict Code) ~o lon~s the Cross Seminole Trail does not reduce the width of Edge Drive. The City also agrees not to oppose any further minor modifications to the alignment of the Cross Seminole Trail located within the Schrimsher Property provided such minor modifications are approved in writing by the FOGT and do not materiaHy adversely aff~ct the intent and concepts of the Town Center District Code and the minor modifications are mus.istent with the terms and conditions of this A~ree-rnw.l. b) At the time Schrimsher donates such property located within the boundaries of the Schrimsher Property" Schrimsher rmy ~l reserve perpetual easements for roadways and utility purposes (including, witham limitation, sewer, water, drainage, natural gas, cable, electricty and telephone) (the "Roadway/Utility Easements"), crossing over and under the Cross Seminole Trail at the locations generally depicted on page II of the Town Center District Code, Schrimsher agrees to dedicate sucn Road'\vay/Utility Easements to the City in connection with the construction and installation of such Roadway and Utilities, The fu2cldwav/Utilitv Easements dedicated to the City shall be io a form acceDtab!e to the Cit\', c) Within one (l) year from the date Schrimsher donates the property for the Cross Seminole Trail. the City shall 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 survey shall include sketches and legal descriptions of the locations for the R.oadway/Utility Easements. The City agrees to maintain that portion of the Cross Seminole Trail and, to the extent permitted by law, to indemnitY and hold Schrimsher and Schrimsher Propen:y harmless 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. d) City and Schrimsher agree to cooperate with each other, Seminole County, the Florida Department of Environmental Protection and all other necessary governmental agencies and interest groups to effectuate the Cross Seminole Trail realignment on Schrimsher Property, Page 4 of l7 APR-07-2000 16:56 3216396690 38:..; P.05 4-07-2000 3:58PM FROt -1 AMAR I. THER I A 32 1 6.396690 P.6 rv. Conveynnces from Schrimsher to the C..i1:y. a) Schrimsher agrees that at such time as tlle City obtains all permits necessary to construct, install, and extend the sewer and water facilities 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) Schrimsher also agrees to convey to the City the Small Neighborhood Squares (# 1, 2. 3-, 4, and 5), as depicted on page 11 ofthe Town Center District Code, unless said Squares are substituted by special exception granted by the City Commission of Winter Springs. Special exceptions will not be unreasonably withheld by the City, provided the s~bst~tuted Small Neighborhood Square is of equaJ or better value than what is proposed in the'Town Center District Code with (espect to property value and design. Small Neighborhood Square #5 ::hall be a minimum ofpoio! forty-four (.44) acres. Small Neighborhood Square #4 shall be a minil1ll.ill.LQf point forty-two ( 42') acres. Small Nei~hborhood Square #2 shall be a minimum of point forry-four (44) acres. and Small Neighborhood Square #1 shall be a .!Ilinimum of DOlut forrv-ftve (,45) acres. In addition, Schrimsher snall also have the right to relocate my Small Ne:ghborhood Squares !L.amlJa a ma..ximum distance of 250 feet in any direction from the location depicted on p~ge 11 of the Town Center Code;... Sm.sill .Neighborhood Squares #4 and #5 may be relocated a maximum distance 0[250 feet to the east or west. and to the south a" part of anv relocation or adiustment of Cross Seminole Trail Street pursuant to Article XV ofthi~ .A..gre~ prm-ided'-fue-plopusc;d Idocatcd SlIlcl.lI Neighborhood Parlris Any relocated SIDilll Neighborhood Square shall be located on Schrimsher Property a.'1d shall does not overlap another park, right-of-way, or Cross Seminole Trail. The distance shall be measured beginning from the boundary of the subject Small Neighborhood Square that is closest to the direction in which said Square is relocating. The .:;onveyanc.es of the Small Neighborhood Squares shall occur at such time, and as part of, a City approved Schrimsher development. cj Unless otherwise agreed to in writing by the parties, Schrimsher agrees to provide oth~r parks, open spaces, green spaces, rights of way and easements, and improvements to rights of way and casements similar to those depicted in the Town Center Plan and District Code and located on Schrimsher Property Except for Magnolia Park.. Wetland Park, Lake Trail Park. and the Small Neighborhood Squares (which shall be conveyed pursuant to Article (V(a) (b) above), Cross Seminole Trail (which shall be conveyed pursuant to Article III (a)), Main Street (which shall be conveyed pursuant to Article V (d)), and Spine Road (which Shall be conveyed pursuant to Article V (c), any other conveyances shall occur at such time, and as part ot: a City approved Schrimsher development, in a manner in which similar conveyances are required in connection with similar developments within the City. With regard to Schrimsher' $ conveyance of such aoy other Small Neighborhood Squares and other parks, open spaces or green spaces (not required pursuant to this Agreement), in no event will Schrimsher be required to convey to the City more than acres~ Page 5 of 17 APR-07-2000 16:56 32163'36690 98/~ ?06 .1-07-2000 3:59PH FROH AHARI. THERIA 3216396690 P. 7 d) Schrimsher shall not make any claims for extraordinary excess development costs for single-loaded roads traversing Schrimsher Property in accordance with this Agreement and the Town Cemer District Code Pian. V. City Obh~ations. In consideration of Schrimsher (i) conveying to the City Magnolia Park~ \.Vetlaml Park, Lake Trail Park, as described in Article IV(a), (ii) conveying to the City the Small Nel.ghborhood Squares. and other park lands, open spaces and green spaces, rights of way. easements, and improvements to said rights of way and easemems as described in Article IV(b)(c), and (iii) not making any claim for single-loaded road as described in Anicl~ IV(d ), ~nd (iv) i.\!?reeing to the terms and conditions contained in this Agreement. the City, at its expense, agrees to do the following: a) Within eighteen (18) months from the effective date of this Agreement, extend and connect (i. e., "stub in") City water distribution and sewer collection facilities to the boundaries of Schrimsher Propeny in sufficient capacity to reasonably accommodate and gUMantee the level of Sep,I1Ce capacity required for the Town Center and Schrimsher Property. Ex.cept as provided in Article V( c) and \T(d) below relating to Spine Road and Main Street Impro'vements, 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 developer agreements. The City also guarantees sufficient capacity within the sewer 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 or sewer connection charge will be applied to Schrimsher Property for purposes of reimbursing the City for the expense of extending and connecting the City's water distribution and sewer collection facilities to Schrimsher's Property as described above. b) Promptly commence and within six (6) months following the date of this Agreement, ::iubmit ~ application to acquire a Master Stormwater Management Permit from the St. John's Water Management District for the Town Center and expedite to the fullest ~x:tent possible completion of the maSl-tl stormwater permitting within the Town Center and Schrimsher Propeny. City agrees that Schrimsher's engineers (who shall be qualified and experienced in stormwater engineering and permitting) \vill be able to provide input into the design and permitting process for the Master Stormwater Management Permit and that any and all applications and/or submittals to the St. 10hn's Water Management District that may affect Schrimsher Property will be subject to reasonable and timely review and approval by Schrimsher' $ engineers. Schrimsher's engineers shall complete said review pursuant to the City's rea$onable time schedule and shall not unreasonably withhold said approval. In no event will the Schrimsher Propeliy be required to accommodate a disproportionate amount of the stormwater generated in Town Center. Page 6 of 17 APR-07-2000 16:56 32163'366'30 98% P.07 4-07-2000 4: 00Pt.1 FROt.1 Ai1AR I. THER I A 3216.396690 P.8 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 permitting Spine Road upon the effective date of this Agreement; and the City agrees to commence good faith construction of Spine Road within t\VO (2) years from said effective date and to diligently pursue completion of such construction. Schrimsher agrees that City shall have the rigbt of entry and ingress and egress to and trom Schrimsher Property for purposes of designing, engineering, permitting, surveying <ll1d constructing Spine Road, and, in such event, the City agrees, to the extent pemuued by law, to indemnify and hold Schrimsher and Schrimsher Property harmless against any loss, damage, liens or expenses associated with or resulting from the City designing, engineering, permitting, surveying and constructing of Spine Road. Ho\',:ever, if Schrimsher desires to construct Spine Road in accordance with the Town Center D~strict Code, prior to the City's schedule for said construction provided herein, Schrimsher may design. engineer, pemlit, survey, and construct Spine Road at Schrimsher's expense. Pursuant to Winter Springs City Code, Sections 9-3R/1 through 9-390 01 JiudilCC No. _-' Schrimsher shall then be eligible for transportation impact fee credits to be accrued for Schrimsher's designing. engineering, permitting, sUfveying and construction of the Spine Road. Accrued credits shall be applied to the development of Schrimsher Property. Regardless of which party construct:> Spine Road, the City, at its expense and concurrently with the construction of Spine Road. agrees to design, pennit, 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 has obtained all necessary permits for the City to construct Spine Road or a.t 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, pennit survey and construct the I'v'lain Street Improvements. The Main Street Improvements shall be consistent with the Town Center District Code. Schrimsher agrees to donate and convey to the City the eleven feet of right-of-way in order for the City to expand Main Street to eighty-two (82) feet in width in accordance with the Town Center District Code. The conveyance shall occur at such time as the City has obtained all pernuts necessary to construct the Main Street improvements. Because Schrimsher only owns property on one side of that portion of TU:3kawilla Road described as Main Street, Schrimsher shall only be required to convey the one-half (i.e., not more than eleven (1l) feet v.,ide) 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 in accordance with the T own Center District Code, prior to the City's schedule for making said improvements, Schrimsher may design, engineer, permit, survey, and construct the Main Street Improvements at Schrimsher's expense and the conveyance shall occur at such time Schrimsher has completed constmction of said improvements. Pursuant to Winter SDrin~ City Code Sectil)n~ 9-386 tbrough 9-390 OIJitl~lC(' No. -' Schrimsher shall then be eligible for transportation impact fee credits to be accrued for Schrimsher's design, Page 7 of 1 7 RPR-07-2000 16:56 3:2163%6'30 '38;~ P.08 4.-07-2000 4.:00PtA FROH AHARI. THERIA .3216.396690 P.9 engineering, survey~ng, permitting and construction of the Main Street Improvements. Accrued credits shall be applied to the development of Schrimsher Property. VI. lnclusion of Property in Town Center District. Schrimsher consents to the inclusion of the Schrimsher Property into the Town Center District subject to the terms and conditions thereof vu. Adoption of Town Center Di..trict Code. Scluimsher hereby consents to the adoption of the To\vn Center District Code and its applicability to the Schrimsher Property subject to the terms and conditions hereof Vlll. F,.wre tand Use Chan~~. Schrimsher and the City acknowledge that the future land use designation for the Schrimsher Property shall be Town Center at such time said designation is ctpproved 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 an.d to correct the furure land use designation of the Rustic Residential Property (to Town Center) \vhich was inadvertently previously changed by City from commercial to "rustic residential". The City shall immediately administratively initiate and diligently process through completion said comprehensive plan amendments and also effectuate any administrative rezoning necessary to implement the foregoing 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 Market Square Parcel. Provided that the site and building plan are consistent \vith the City Code and Town Center District Code, 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; (ii) up to 45,000 square feet of additional retail square feet; and (iii) a parking ratio of up to five (5) spaces per l,OOO retail square feet. X. Retention Ponds. The retention. ponds depicted on the Town Center Plan are meant to be conceptual and do not nec~ssarily indicate the actual location of retention ponds that may be required as part of a development project. As part of aU Schrimsher development projects on Schrimsher Property, Schrimsher agrees to provide retention ponds in accordance with the Master S1Q.rmwater te.cmit....;md local, state, and federal law and sound engineering practices. Page 8 of 17 APR-07-2000 16:56 3:'2163%6'30 '38/: p.m 4-07-2000 4:01~~ FROi.l Ai.1AR I. THER I A 321 6396690 P.10 XL 5..L:.I.9.hns Landinz.. Schrimsher agrees to provide appropriate buffering consistent with the City Code along the n0l1hern boundary of the Schrimsher Property adjacent to the St. John's Landing Subdivision. Said buffering mayor may not. include a retention pond. Schrimsher agrees to de~ign, permit, and construct a. six (6) foot high concrete block or brick wall to buffer any commercial or multi-falTJ.iJy development adjacent to the platted developable 19ts of the S1. John's Landing Subdivision..Jhe walL shall be constructed on the St, John's Landing side of ~_GDlsfLS~m.i..uole Trail and shall remain the prooerty of Schrimsher. The lot owners of St. lQbn' s Landiult that are livir.g adjacent to the wal.LshalJ..b.e given the right.hL$chrimsher to 9:2rlStruCt an access opening tbmugh the wall for purpose$ of accessing the Cross Seminole mti! provided t~sign of the acce$$ oDeDin~ is acceDtable to Schrim.<;her and City The ~)SS Seminole Trail may be used to satisfy the buffer requirements between the Town Center illW St. John' s Landing The \vidth of said buffer shall be tbe width of the Cross Seminole D:i~feet whichever is greater. plo\idc.d s~d wall is l'_qu;l,-d b} tile Cly CudI:'. &md- wall .:.llall Lk lacat~d alOll::; the P(.llll;llI~t<;;1 af S...lu ill15h~11 s PI op~rty. xu. ~Qt!igeation of Wetland Parl;;. The parties acknowledge that Schrimsher has 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 \\'drrants 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 .iny portion of Wetland Park. XH!. Spine Road Tr'affic Signal. In conjunction with the construction of the Urban Boulevard north or south of Stare Road 434, the Ciry will cooperate with the Florida Departmem of Transportation and Schrimsher in any proposal to install a traffic light at the intersection of the 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. XIV. Connection to Tusk~ill:l Road. The 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 corner of State Road 434 and Tuskawilla Road, which mayor may not be designed to connect 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 Page 9 of 1 7 APP-0?-2000 16:56 3;:216.3%6'30 '38>~ P.10 4-07-2000 4:01PM FRor.1 A11AR I. THER I A .32 1 6.3966.90 P.11 City Code, subject to site plan review and approval by the City, and at Schrimsher's sole cost and expense. XY. Cross Seminole Trail Street. Schrimsher M'.rees that Cross Seminole Trail Street ",,'ill be located on Schrimsher Propertv as depicted on oage 11 of the Town Center District Code However Schrimsher may relocate the Cross Seminole Trail Street to the south (towards State Road 434) a maximum distance of 100 feet tram the 10catiorukW.cted on page II of the Town Center Qi.strict Code. Schrimsher may also make minor ad.iustments to the location of the Cross Sgminole Trail Street in order TO straighten said street or to provide for a more favorable sig:ht: line andlOU.1HY.iltur0S of .said street. If Cro.,s Seminole Trail Street is relocated or adiusted. fuJ.l1ill..~eighborhood Squares #4 and #5 shGlI maintain their relative locations with access to. gnd alignment with the lavout of Cro:;s~ninole Trail Street. XVI Billboards. &1b.e effective date of this Agreement there exists two billboards located on the Si:hrimsher Propeny, City a:;;rees that the two billboards may remain on the Schrimsher Property until such time they are required to be permanrotJy removed by this Agreement. s..~.brimsber ag@s to remove tbe tyVQ bi.llb.Q.ard at such time a building permit is issued bv the City either for the parcel of Schrimsher Prooerty on which the billboard is located or fQr the ~rcel of Schrimsher Prop~v which is adiacent to the parcel on which the billboard is llli:ated, XVII Diagrams/"Olustrative -e.urposes Q.n.!L. Except for Wetland Park, Magnolia Park, Lake Trail Park, the Small Neighborhood Squares #5 1 2.4 and 5, Cross Seminole Trail, Cross Seminole Trail Street rvlain Street, and Spme Road, which are expressly agreed to by Schrimsher and City pursuant to this Agreement, the City hereby acknowledges [hat all diagrams and graphics within the Town Center Plan and the Town Center District Code, which are depicted on Schrimsher Property, are for "illustrative purposes ooly" and are intended only to illustrate the intent and concepts of the 10\'..:n Center District Code. x V III. Periodic Rcvi~}Y." This Agreement shall be subject to periodic review by the parties. Periodically, City and Schrimsher agree to cooperate and meet in good faith to discuss the progress made under this Agreement and whether any amendments should be made to this Agreement in furtherance of each others mutual interests. Additionally, during said review. the parties may Page 10 of 17 APR-07-2000 16:56 3:~ 163'366'30 '38,~ P.11 .1-07-2000 .1: 02Pt"1 FROf -1 AllAR I. THER I A 32 1 6396690 P.12 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. XVIV. Coopcr::ation. Scluim,her and the City shall cDoperate fully with each other to effectuate the terms, conditions dnd intentions of this Agreement. xv. Authority_ Each party hereby represents and warrants to the other that tbey have full power and authority to enter into rhis Agreement. Scluimsher also represents that all 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 rhis Agreement City also represents that all requirements and procedures, including public hea.rings, have been properly conducted so that the execution hereof by the City shall constitute the tinal action of the City. XVI. Notices. Any notice required or allowed to be delivered hereunder shall be in writing and shall be deemed to be delivered "",hen: (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 registered mail, return receipt requested, or (c) one day after deposit with a nat.lonally recognized overnight courier service, e.g. Federal Express, Purolator, Airborne.. Express Mail ere, addressed to a party at the other address as specitied below or from time to time by written notice to the other party delivered in accordance herewith. Schrimsher: With Copy to: APR-07-2000 16:56 Schrimsher Land Fund 1986 - II, V & VI, Ltd. c/o Michael A Schrimsher Schrimsher Properties 600 E. Colonial Drive, Suite 100 Orlando, Florida 32803 Phone: 407/423/7600 Fax: 407/648/9230 Michael 1. Grindstaff, Esquire Shutts & Bowen LLP 20 N. Orange Avenue, Suite 1000 Orlando, Florida. 32801 Phone: 407/42.3/3200 Fax: 407/425/8316 Page 11 of 17 32163'36690 98% P .12 .:1.-07-2000 .:I.: 03Pt.1 City: With Copy to: XVlI. FROH At-1AR I. THER I A 32 1 6.396690 P.13 City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 Tdephorte: 407/327/5957 Fax: 407/327/4753 Anthony A. Garganese City Attorney of Winter Springs Amari & Theriac, P.A. 96 Willard Street. Suite 302 Coco~ Aorida32922 Phone: (407) 639-1320 Fax: (407)639-6690 .Qili~ FaIlure by either party to perform each and every one of its obljga~ions hereunder shall constitute a default, entitling the nondefaulting party to pursue whatever remedies are available to it under Florida law or equity including, \vithout limitation, an action for specific performance andlor injunctive relief. Prior to any party filing any action as a result of a default under this Agreement, the nondefaulting party shall first provide the defaulting party with '.Aontten notice of $aid default. Upon receipt of said notice, the defaulting party shall be provided a thirty (30) day opportunity in which to cure the default to the reasonable satisfaction of the nondefaulting party prior to filing said action. The prevailing party in any litigation arising under this Agreement shall be entitled to recover its reasonable attorney's fees and costs.. whether incurred at trial or appeal. X VITI. Successors and Assif'ns.." This Agreement shaH automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the panies XLX. Ap plica b If..L.a!f.. This Agreement shall be governed by and construt:d in accordance with the laws of the State of Florida. xx. Amendm,eots. This Agreement shall not be modified or amended except by wTitten agreement duly executed by both parties hereto. APR-07-2000 16:56 Page 12 of 17 32163966'30 '38% P.l3 4-07-2000 4:03PM FROt ,1 At ,1AR I. THER I A 32 1 6.396690 P.14 XXI. Entire Agreement. 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. xxn. Scverab.i~ If any provision oftrus Agreement shall be held to be invalid OJ;' unenforceable to any extent by a COlU1 of competent jurisdiction, the same shall not affect in any respect the validity or enforceability of the remainder of this Agreement. XXID. E.tIectivc Date. This Agreement shall become effective upon approval by the City Commission of Winter Springs and execution of this Agreement by both parties. XXIV. Rec(Jrd;J,tion. A short form memorandum of this Agreement and any amendments hereto shall be recorded in the public records of Seminole County, Florida and shallll.ln with the Schrimsher Property The memorandum shall be in a form mutually acceptable to the City and Schrimsher. xxv. Relationship of t.lt.c 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 betweeo the parties. and neither party is authorized to, nor shall either party act to\vard third persons or the public in any manner which would indicat.e any such relationship v.,.ith the other. XXVI. Sovet:'ei~n lmmunitt,. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign inununity under Section 768.28. Florida Statutes. or any other limitation on the City's potemialliability under .state and federal law. XXVu. City's r.olice PoweG, The City hereby reserves all police powers granted to the City by taw. ln no way shall this Agreement be construed as the City bargaining a\vay or surrendering its police powers. Page 13 of 17 APR-07-2000 16:56 3:'2163'36690 98.% P.14 Ll.-07-2000 Ll.: 03Pt.1 FROM AMARI. THERIA 3216396690 P.15 XXVlII. furce Maieure. The parties agree that in the event that the failure by either party to accomplish any action required hereunder within a specified time period CTime Period") constitutes a default 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 gov~ent authority (other than the City's own acts), acts of public enl~my or \var, riots, civil di3turbances, power failure, shortages of labor or materials, inj unction 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 tailure shall not constitute a default under this Agreement clnd any Time Peliod proscribed hereunder shall be extended by the amount of time that such party was unable to perform solely due to the Uncontrollable Event. XXVL~. Inte"pretation. The p,lrties hereby agree and acknowledge that they have both participated equally in the drafting of this Agreement and no party shall be favored or disfavored regarding the int~rpretation of this f\grcement in the event of a dispute bet\veen the parties. xxx. Permit~. The failure of this 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 permitting requirements, conditions, term. or restriction. XXXI. Third Party Riehts~ This Agreement is not a third party beneficiary contract and shall not in any way whatsoever create a!1Y rights on behalf of any third party. XXXII. .QQunterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and de!i,vered shall be considered an original agreement; but such counterparts shall together constitute but one and the same instrument. XXXIII. SJ:lte G,'ant. The parties ackno\vledge that the City has filed a grant application to the State of Florida for the purpose of obtaining grant funds to all 0 v,,' the State of Florida to purchase I\1agnolia Park and 'Wetland Park. Schrimsher agrees to reasonably cooperate to allow the Page140f 17 APP-07-2000 16:56 3:~16.3'3b6'30 '38% P.1S 4.-07-2000 4.: 04.Pt.1 FROt.1 At1AR I, THER I A 32 1 6.396690 P.16 City to obtain $aid grant funds and if said grant funds are obtained, Schrimsher and the City agree that said gram funds $haU be expended in a manner mutually acceptable to both parties to bendit tbe 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 sha.ll Schrimsher be required to convey Magnolia Park or Wetland Park directly to the State of Florida nor are the City's ,lnd Schrimsher's Obligations hereunder in any way contingent upon the success or failllre of tbe City obtaining such grant funds (specifically, including, without limitation, the City's obligations set forth in Article V hereunder and Schrimsher's Obligations set forth In ,A..nicle IV hereunder). XXXTV. ~:.Q.!lyeyances by Schrimsher, All real property conveyances made by Schrimsher to the City pursuant to this Agreement shall be made by special warranty deed and free of all mortgages, liens, and other encumbrances. xxxv. Declaration of the City Cornm\SSiOfl of\Vinter Springs. The City Conunission of the City of Winter Springs hereby finds that this Agreement is consistent with [he City's Comprehensive Plan and land development regulations Gllld is a legislative act of the City Commission of the City. The City Co mmission further tinds that this Agreement promotes the public health, safety, and \l,!elfar.:- and is consistent with. and an exercise of, the City's powers under the Municipal Home Rule PO'IVers Act. as provided in s. 2(b), Article vur of the Florida Constirution and. chapter 166.021. Florida Statutes and the City's police powers. IN \VITNESS \VBEREOF, Schrimsher and the City have executed this Agreement in form sufficient to bind them as of the day and year first above written. "SCHRIMSHER" WITh"ESSES: SCflRIlVISHER LAND FUND 1986-fI, L TO., a Florida limited paltnership By: Schrim.3her inc., a Florida corporation Print Name: By_ Michael A. Schrimsher, Vice President Print Name: P a!.;e 15 of 17 APR-07-2000 16:56 3;216396690 98% P.16 4-07-2000 4: 04PI"1 FROt1 At1AR 1. THER I A 321 6396690 P.17 SCHRIMSHER LAND FUND V, LTD., A Florida limited partnership By: Schrimsher Inc., a Florida corporation By: l\-fichael A. Schrimsher, Vice President SCHRfMSHER LAND FUND VI, LTD., A Florida limited partn~rship By: Schrimsher Inc., a Florida corporation By' l\Ilichael A. Schrimsher, Vice President CITY OF WINTER SPRINGS A Florida l\'lunicipaJ Corporation By: WITNESSES: Print Name: Print Name: WlTNESSES: Print Name: Print Name: WITNESSES: Print Name: Print Name: Page 16 of 17 APR-0?-2000 16:56 3:"2163'36690 98;< P.1? .1-07-2000 .1: 05Pf-1 FROt.1 At-1AR I. THER I A 3216.396690 S1!.biect Lake Trail Park Magnolia Park Main Street Improvement Area Rustic Residential Property Schrimsher Property Excluded Schrimsher Property Spine Road Town Center Plan Town Center District Tow'n Center District Code Wetland Park Recordable Short Form Memo APR-07-2000 16:55 EXHIBIT LIST P.18 Reference in Agreement Definition II. C Def. II. d Def n. e Def. n. f Def II. h Def. n. h Def. II. i Def. II. j Def. II. k Def. II. I Def. n. m l\Itic]e )()(\111 Page ]7 of 17 3::216396690 98:.-; P.1S