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HomeMy WebLinkAbout2000 04 24 Regular A Schrimsher Properties Agreement COMMISSION AGENDA ITEM A Consent Informational Public Hearings Re2ular X April 24, 2000 Meeting ~ Mgr. / Authorization Dept. REQUEST: City Manager requests the Commission approve an 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 to adopt the agreement between Schrimsher Properties and the City regarding the Town Center. CONSIDERATION: On April 10, 2000 the City Commission had extensive discussion with representatives of Schrimsher Properties regarding issues contained in the agreement. The Commission directed staff to incorporate the changes and bring the amended agreement back on the April 24, 2000 meeting agenda. The City Attorney is incorporating the changes into the agreement. The agreement is still being refined at this time but will be available Friday afternoon. FUNDING: Funding for the agreement is provided from the 1999 Revenue Bond issue, the One Cent Local Option Sales Tax, Integrated Utilities Fund Bond Issue, and Transportation Improvement Fund. RECOMMENDATION: It is recommended that this City Commission adopt the agreement. ATTACHMENTS: Finalized Agreement available Friday afternoon. vvv. VV VV (JVII! VV, VV " DRAFT 4/21/00 8:30p.m. rreparcd by: lleturn to: AGREEMENT A.n Agreement made and entered into this ~ day of _' 2000 by and among Schrimsher Land Fund 1986 - U, Ltd., Schrim9hj:r Land Fund V, Ltd., and Schrimsher Land flmd VI, l--td., herein referred to Il8 "Schrimsher" nnd tbe City of Winter Springs, a municipal corporation existing under the laws of the State of Florida herein referred to as "City". RECIT~LS 1. WHEREAB, Section 163.3167, Florida Statutes provides that each local government is encouraged to articulate a vision of the future physical appearance and qualities of its communin' as a component of the local compreh~&ive plan through a collaborative planning process with meaningful public participation. and ~. WHEREAS, the City completed a comprehensive planning study, with extensive public participation from local residents and locl\1, county, nnd state officials. which resulted in the adoption of the Winter Springs Town Center Plan, and 3 . WHEREAS, Schrimsher owns land located within the boundaries ofthe City of Winter Springs Town Center, and 4 . WHEREAS, Schrimsher and City desire to memorialize their wlderstandmgs and agreement regarding their respective interests, e~ectations, and intentions contained in this Agreement regarding the Town Center. NOW TlIEREFORE in consideration of tIle terms and condition set forth in this Agreement, and other good and valuable con$ideration. the receipt of which is hereby acknowledged by the parties, the City and Sohrimsher agree to the following: ,. I "corporation of Recltnls, The foregoing recitals are true and C01Tfxt and are hereby fully incorporated herein by this reference as fl mnterial part of this Agr~ment. ORlDOCS 10014263.7 LKF Page 1 of 21 P. U25 uuu. ~uu UU\;)VI~J UU.UU n. Definitions. Unless the context clearly indicates otherwise, the following words and phrases when used in this Agrcomcnt shall have tho m0311;ng ascribed below: a) "City" shall mean the City of Winter Springs, a Florida mWlicipaJ corporation. b) "City Code" shall mean the City Code of the City of Winter Springs, Florida. c) "Cross Seminole Trail Street" shp.llmean that segment of a roadway to be located upon tbe SchriJ1lsher Property in a location generally depicted in tho boundary map pttoched hereto as Exhibit "A". which is bereby fully incorporated herein by this reference. d) "East Mar~ Square Parcep' shall mean that portion of Schrimsher Property more particularly described in the boWldary m~p attached hereto as Exhibit "A" which is pereby fully incorporated herein by this reference. The East Market Square Parcel shall be approximately eight and 25/100ths (8.25) acres in size. e) "Lake Trot) ParI'" shall mean that portion of Scbrirnsn.er Property more particularly described in the boundary map attaohed hereto as Exhibit" A" which is hereby fully incorporated herein by this reference. La}<e Trail Park shall (i) not be less than 0.85 acres in size (ii) have no less than three hUfldred (300) feet of road frontage on its western pOllndnry, Oii) be contiguous to either a City approved Schrimsher development or a retention pond on its northern boundary anq (iv) be contiguous to the unpaved portion of the Cross Seminole Trail on its eastern boundary. ,t) "Magno1ill Park" shall mean that portion of the Schrimsher Property more particularly described ill the boundary map attac;hed hereto as Exhibit "A" which is hereby fully incorporated herein by this reference. Magnolia Park shall consist of seventy nine/one hundredths (0.79) acres as depicted on Exhibit "A" unless otherwise agreed by the parties ~n writing. g) "Main Street Improvements" shall mean that portion of Tuskawilla Road described as Main Street on the Town Center Di~trict Code and located from State Road 434 to Magnolia Park (;ncludingpavement, curbs and gutters, and stormwater facilities); as more particularly described ill the boundary map attached hereto ns Exhibit "A" which is hereby fully incorporated herein by this reference. h) "'Rustic Residential Property" phall mean the rea) property owned by Schrimsher which currently has a rustic residential future land use designation on the City's future Land Use Map. ORlOOCS lOOl42BH ~Kf Page 2 of 21 r, U LO u u u" - u u u u \:> U l~ I U U · U U . .\ i) "Schrimsher" shall mean Schrimsher Land Fund 1986 - II, LTD., Schrimsher Land Fund V, LTD, and Schrimsher Land Fund VI, LTD, collectively and individually. j) "Schrimsher Property" shall mean the real property owned by Schrimsher and located in the Town Cepter District, as more particularly described in Exhibit uB-l'. which is hereby 'fully incorporated herein by this reference. It is expressly acknowledged that no portion of that real property described on Exhipit "B-2" attached hereto and fully incorporated herein by reference is intended to be included in the Schrimsher Property or the Town Center District. k) ~'SpiDe Road" shall mean the proposed collector road traversing Schrimsher Property and running from State Roacl434 to TuskawiUa Road (including pavement, curbs and gutters, and stormwater facilities). Saiti road shall also run adjacent to Wetland Park as a single-loaded road. Spine Road will run as c;lose as practicable to the Wetland Park in order to reduce the amount of isolated uplands between Spine Road and Wetland Park. The location of Spine Road is generally depicted in the sketch attached hereto as Exhibit "A" which is hereby fully incorporated herein by this reference. 1) "Town Center Plan" shall mean the s~etch concept plan entitled "Winter Springs Town Center Master Plan", prepared by Dpver, Kohl & Partners, elated March 23, 1998, a copy of which is at~ached hereto as Exhibit ''C'' p,nd hereby fully incorporated herein by this reference. m) "Town Center District" shall mean the town center area located in the City of Wiuter Springs that is depicted in the attal;hed Exhibit "0" which is hereby fully incorporated herein by this reference. n) "Town Center District Code" shall mean the town center zoning district codo adopted by the City Commission of Winter ~prings on ) which is attached hereto as Exhibit liE" and hereby fully incorporated herein by this reference. 0) "Wetland Parl<" shall mean that portion of the Scl+rimsher Property more particularly described in the boundary map attac:hed hereto as Exhibit "AU which is hereby fully incorporated herein by this reference. Wetland Park shall consist of approximately 23,36 acres as generally depicted on Exhibit "A" with the understanding that the actual configurat.on of Wetland Park may be adjusted depending upon the actual location of Spine Road and the actual location of the Cross Seminole Trail. III. Trait Renlienment. A portion Qfthe Schrimsher PropertY is presently enc\unbered py the former CSX railroad line now owned by the Board ofTruste~s ofthe Internal Improvement Fund oftbe State of Florida and whjch is intended to be improved and converted to a public nature and ORLOC)CS 100H2flJ,7 LI<F Page 3 of 21 ... U l, I uu~;uu UUI~U~1 Uu:UU " . recreational trail (UCross Seminole:: Trail"). To ~nhancc the location ofthe Cross Seminole Trail, for trail users and to incorporate the Cro~s Seminole Trail into the Town Center, as woll as accommodato a more orderly developm~nt of the Schrimshor Property, the City and Schrimsher agree as follows: a) For purposes of realigning the Cross ~cminolo Trail in accordance with the Town Center Plan. Schrimsher (in exchange for receiving fee-simple ownership of II portion ofthe current alignment oCthe Cross Sominole Trail cQosisting ofapproximately 4.6 acres) agrees ~o donate property located within the boundariqs ofthe Schrimsher Property, as generally liepicted on Exhibit "A" attached hereto, to the State of Florida in accordance with rules and procedures of the Florida Office of Greenways and Trails ("FOG&T''). Provided, however, the City acknowleqges that the unpaved portion of me Cross Seminole Trail traversing the c:asterly and northerly portion ofthe SchriJllshe{ Property shall be located adjacent to or as close as practicable to the contig1.10US wetlapds (lying easterly and northerly of the Schrimsher Property) in order to minimize the alfJount of isolated uplands (i.e., non- wetlands) located between the unpaved portiQn of the Cross Seminole Trail and such wetlands (the "Isolated \Jplands"). The City ac~owledges that any such Isolated Uplands may be included in the land exchange with the State of Florida to meet the "2 to 111 ratio exchange requirement ofth.e FOG&T if allowe4 by the FOG&T. 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 FOG&T and do not materially adversely affect the intent and concepts of the Town Center District Code and the minor modifications are consistent with the terms and conditions of this Agreement. Schrimsher and the City also agree that tne east-west section of the paved portion of the Cross Seminole Trail may be located 0" the northern side of Edge Drive (as general\y depicted on Exhibit "A" attached hereto) so long IlS the Cross Seminole Trail does not reduce the width of Edge Drive. b) At the time Schrimsher donates sueq property located within the boundaries of the Schrimsher Property, Schrimsher shall reserve (i) perpetual easements for roadways and utility purposes (including, without limitation, sewer, water, drainage, natural gas, cable, electricity and telephone) (the "RoadwaylUtility Easements"), crossing over and under the CrOSIl Seminole Trail at the locations generally depicted on Exhibit "A" where roadways and/or utilities overlap or intersect with the Cros,-Se1l1.inole Trai I; and (ii) a fifteen foot (15') temporary construction and a five foot (51) perpetual maintenance easement for construction and maintenance of the Wall defined in Article XI below (the "Wall Easements"). Schrimsher agrees to dedicate such RoadwaylUtility EagCmentB to the City in connection with the constmction and installation of such ro~dways and utilities. The Roadway Utility Easements dedicated to the City shall be in a form acceptable to the City. ORLPOCS 100H25J.7 LlU' :Page 4 of 21 r, u':: 0 UUlt.,-UU UU \~UN) UU: UU . .\' c) Upon execution hereof, the City shall, at its expense, promptly commence and diligently pursue the completion of the design, engineering, pennitting, surveying and construction of that portion of the Cross Seminole Trail which is located on the property to be don&ted by Schrimsher. The survey shall include sketches and legal descriptions of the locations for the Roadw&ylUtility Easements unp the Wall Easements. Upon completion of construction of that portion of the Cross Seminole Trail located upon the Schrimsher Property, the City agrees to maintain such portlon of the Cross Seminole Tmil and, to the extent permitted by law, to indemnify and hold Schrimsher and Schrimsher Property harmless against any loss, damage, liens or exp~nseB, associated with or resulting from the City's design, engineering, pennitting, surveying, constructing and maintaining the Cross Seminole Trail. The City will coordinate with SchritnBher to identify the location of the RoadwaylUtitity Easements and the Wall Easements. City agrees that Schrimsher's engineers (who shall be qualified and experienced in roadway l\Ddlor "trail" engineering lUld permitting) and surveyors will be able to review and provide input into the design, surveying and permitting process for that portion of the Cross Seminole Trail located within the Schrim~ber Property; and that any and aU sU1Veys and related applications and/or submittals to all appli~ablo governmental agencies that may affect Schrimsher PropertY will be subject to the reasonable and timely review by Schrimsher's l'ngineers and surveyors. Schrimsher's engineers and surveyors shall complete said review l\nd provide any such input pursuant to the City's reasonable time schedule. d) City and Schrimsher agree to coopcl'ato with each other, Seminole County, the Florida Department of Environmental Protection and all other necessary governmental agencies and interest groups to cffectuate tile Cross Seminole Trail realignment on Schrimsher Property. JV. Conveyances from Schrimsher to the City. a) Schrimsher agrees that at such time as the City obtains all pennits necessary to construct, jnstilll, and extend (Le., "stub-in") the ~ewer and water facilities to the Schrimsher property IlS required in Article V b) below, Schrimsher will convey to the City fee simple ritle to Magnolia Park and Wetland Park. b) Schrimsher ~so agrees to convey to the City the Small Neighborhood Squares (#1,2,4. and 5). as generally depicted on Exhibit "A", unless said Squares are substituted py special exception granted by the City Commi~sioD of Winter Springs. Special exceptions will not be unreasonably withheld by the City, prpvided the substituted Small Neighborhood Square is of equal or better value than what is proposed in the Town Center District Code with respect to property value and design. Small Neighborhood Square #5 shall be a rninimwn of point forty-fout (.44) acres. Srpall Neighborhood Square #4 shalt be a minimum of point forty-two (.42) acres. Small Neighborhood Square #2 shall be a minimum of point fony-four(.44) acres. Small Neighborhood Square #1 shall be a minimlUl1 of point ORLOOCS l0014;!6J,hKl' Page 5 of 21 r. U L ':I VVI.'.. VV VV \.lV,'! UV. VV forty-five (.45) acres. These minimum acreages of the Small Neighborhood Squ.ares #5. 4, 2 and 1 include all rights-of-way afOlmd th~ perimeter of each Small Neighborhood Square as depicted on Exhibit "A". In addition, Schrimsher shall also have the right to relocate Small Neighborhood Square #1 and 2 a maximum distance of2S0 feet in any direction from the location depicted on Exhibit "A"~ Small Neighborhood Squares #4 and #5 may be relocated a maximum distance of 250.00 feet to the east or west, and to the south as part of any reloclltion or adjustment of Cross Seminole Trail Street pursuant to Article XIV ofthie Agreement. Any relocated Small Neighborhopd Square shall be located on Schrimsher Property and shall not overlap another park, ri~ht-of-way, or Cross Seminole Trail. The pistance shall be measured beginning from ~he bpundary ofthc subject Small Neighborhood ~quare that is closest to the direction in which ~aid Square is relocating. The conveyances pfthe Small Neighborhood Squares shall occur Ilt such time, Wld as part of, a City approved Schrimsher development adjacent to the appliClJble Small Neighborhood Square. Schrimsher and the City ngrel') that Small Neighborhood Square #3 is ~liminated and both Small Neighborhood SqUltre #3 and any proposed roadway between Small Neighborhood Square #3 and the East MlI1'ket Square Parcel shall be included in the East Market Square Parcel as shown on Exhibit "A", c) Schrimsher also agrees to convey L::tke Trail Park to the City I\t the time of the Jater to occur ofthe construction of (i) either a City approved Schrimsher development or a retention pond adjacent to the north of Lake Trail Park or (ii) the road adjacent to the western boundary of Lake Trail Park aT (iii) the 4Ilpaved portion of the Cross Semino 1e Trail on the eastern boundary of Lake Trail Park. d) Schrimsher agrees to convey rights Qfway and easements EUld improvements to rights of way and easements similar to those depicte4 in the Town Center District Code and Jocated on Schrimsher property at such time, ~nd as part of a City approved Schrimsher development. in a manner in which similar conveyances are required in connection with similar developments within the City, e) Except for the conveyances from Sphrimsher to the City so described in this A.rticle IV (Le. Wetland Park; Magnolia Park; Small Neighborhood Squares #1. 2. 4 and 5 llnd Lake Trail Park). Schrimsher shall have no further obligation to oonvey to the City any property for park, open space or green space purposes. f) Schrimsher snall not make any claims for extraordinary excess development costs for single-loaded roads fraversing Schrimsher Property in accordance with this Agreement lUld the Town Cent or District Code. ORWOCS 10014263.7 L/(F Page 6 of 21 r, UJU uuu.. -uu uu l::>UNj UU: UU V. Ctty Obll2Qtlons. In consideration of Schrimsher (i) conveying.o the City Magnolia Park and Wetland Park, as described in Article IV(a), (ii) conveying to tbe City tbe Small Neighborhood Squares,l.-ake Trail Park, rights of way, ea~eme{lt&, and improvements to said rights of way /Uld easements as described in Article .TV(b), (c) and (d), (Hi) not making any claim for r>ingle-loaded road as described in Article ,TV(t), and (iv) agreeing to the terms IUld conditions pontained 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 ~onnect (i:.e., "stub in") City water distribution and sewer collection facilities to the potmdaries of Schrimsher Property in sumcien~ capacity to reasonably accommodate and ~uarantee the level of service capacity required for the Town Center and Schrimsher property. Except 118 provided in Article V(c) and V(d) below relating to Spine Road and Main Street Improvements, the City shall not Qe required to extend either sewer or water facilities into the interior portion of the Schrim:mer Property unles!lllgreed upon in future written developer agreements. The City also gu1lTantees sufficient capacity within the sewer ~nd water treannent plants to reasonably accommodate and guarantee the level of service required for the Town Center and Schrimsher Property. The City a.lso agrees that no City watOJ' or sewor connection charge will be appli~d 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 fo Schrimsher's Property as described above. b) Promptly commence and within sIx (6) months following the date of this Agreement, submit an application to acqu.ire aM~ter Stonnwater ManagementPemlit [rom ~he St. Jolm's Water Management District for the Town Center and expedite to the fullest extent possible completion ofthe master stormwater permitting within the Town Center and Schrimsher Property. City agrees that Schrimsher's engineers (who shall be qualified and experienced in stormwater engineering and permining) will be able to provide input into the design and permitting process for the Master Stormwllter Management Permit and that any and all related applications and/or submittals to all applicable governmental agencies that may affect Schrimsher PTopertywill be subject to reasonable and timely review and approval by Schrimsher's engineers. Schrimsher's engi~ers shall complete said review pursuant to ~e City's reasonable time schedule and shall nQt unreasonably withhold said approval. In po event will the Schrimsher Property be require" to accommodate a disproportionate ~ealacreage ofretention ponds or amount (i.e., volume or rate) of the stonnwater generated in Town Center unless otherwise agreed to by Schrimsher in writing. 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,eat its expense, to begin designing, engineering, aurveying and pennitting Spine Road upon the effective date of this Agreement; and the City agrees to commence good faith constnlctlon of Spine Road within two (2) yearn from said etIective date and to diligently ORUx\CS 100U;!llJ.l U<F Page70f 21 r. UJ I uuv.. -uu uu l~UN) UU: UU pursue completion of such construction. Schrimsher agrees that City shall have the rjght of tmtry and ingress and egress to and from Schrimsher Property for purposes of designing, engineoring, permitting, surveying and constructing Spine: Road, and, in such event, the City flgrees, to the extent permitted by law, to inde~fy and hold Schrimsher and the Schrimsher property harmJoss against any loss, damage, lieps or expenses associa.ted with or resulting from tho City designing, engineering, permitting/ surveying and Constructing of Spine Road. f.fowever, if Schrimsher desires to constnlCt Spine Road in accordance with the Town Center pistrict Code, prior to the City's schedule for said construction provided herein., Schrimsher may design, engineer, permit, survey, and conS~Tuct Spine Road at Schrimsher's expense. pursuant to Winter Springs City Code, Sections ~-386 rhrough 9-390, Schrimsher shall then be eligible for and receive in connection with tlle development ofthe Schrimsher Property fransportation impact fee credits in an amount ~qual to Schrimsher's reasonable costs for designing, engineering, permitting, surveying and construction of the Spine Road which costs shall be deemed to be for "non-aite-related improvements". Accrued credits shall be applied to the development of Schrimsher Property. Regardless of which party constructs Spine Rond, the City, at its expense and concurrently with the construction of Spine Road. ngrees to design, penuit, and construct water nn4 sewer utilities for Spine Road required for ~he Town Center and Schrimsher Property (the "Spine Road Utilities"). Schrimsher shall ponvey the right of way for Spine Road to the City at such time as the City has obtaine~ aU necessary permits for the City to constmct SpiIl~ Road or at such time that Schrimsher has completed construction of Spine Road, whichever occurs first. City agrees that Schrimsher's engineers (who shall be qualified and experienced. in roadway and water and ~ewer utilities engineering and permitting) will be able to review and provide input into the design and permitting process for Spine Road and the Spine Road l1tilities; Ellld that any and all related applic~tions and/or submittals to all applicable ~ovemmentaJ agencies that may affect Schrimsher Property will be subj eet to the reasonable lUld timely review by Schrimsher's ellglneers. Schrimsher's engineers shall complete said review and provide any such input pursuant to tlle City's reasonable time schedule. If the City adopts a traffic concurrency management ordinance, the City agrees to favorably consider the allocation of reasonably sufflcient traffic capacity to Town Center pnd/or appropriate levels of service to accomn10date the development of Town Center as fUlticipated in the Town Center District Code. d) Designate that portion of Tusk.awill~ Road between State Road 434 and Spine Road a City collector road and process an amepdment to the City's Comprehensive Plan, Traffic Circulation Element, to so designate. The City also agrees, at its expense, to design, ~ngineer, pennit, survey and construct the Maill Street Improvements within two (2) years pfthe effectivo date oftma Agreement. The M~in Street Improvements shall be consistent with the Town Center District Code. Schrimsller agrees to dona.te and convey to the City eleven (11) feet afright-oC-way in order for the City to expand Main Street to eighty-two (82) feet in width in accordance with the Town Cenler District Code. The COnveYilllCti 6htl1l ORl.POCS looI426J.7 LKF Page 8 of 21 r. UJ, uUV.~uu UUl~UNJ Uu:UU '. . occur at such time as the City has obtained all p~nnits 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 Ole one-half (i.e.) not more than eleven (11) feet y.ride) of the needed right-of-way which is located on Schrimsher's side ofTuskawiUa Road. Schrimsher agrees that City shall bave the right of entry and ingress and egress to and ftOJll the Schrimsher Property for purposes of designing, engineering, permitting, surveying and constructing the Main Street Improvements, and, in such event, the City ",grees, to the extent permitted by law, to indemnify and hold Schril11Bher and the Schrimsher Property hannles9 against any loss, damage, liens or expenses associated with Qrresplting from the City designing, engineering, permitting, surveying and conslTucting the Main Street Improvements which costs shall be deemed to be for "non-site-related improvements". Notwithstanding the aforesaid, if Schrimsher desires to commence the Main Street Improvements in accordance with the Town Center District Code, prior to the CitY'$ schedule for making said improvements, Schrimsher may design, engineer. permit, survey, and COnstruct the Main Street Improvements at Schrimsher's expense and ~he conveyance shall occur at such time Schrimsher has comp1eled construction of said improvements. Pursuant to Winter Springs City Code, Sections 9~386 through 9-390, Schrimsher shall then be eligible for and receive in connoction with the development of the Sohrimsher Property transportation impact fee credits in atl amQunt equal to Sohrimsher's reasonable costs for design, engineering, purveying, permitting and construction of the Main Street Improvements. Accrued credits ~hall be applied to tlle development of Schrimsher Property. City agrees that Schrimsher's enginoers (who shall be qualified and experienced ill roadway and water and sewer utilities ~Jlgineering and permitting) will be able to review and provide input into the design and permitting procoss for the Main Street Improvements; and that any and all related ~pplications and/or submittals to all applicable governmental agencies that may affect ~chrimsber Property will be subject to the roasonable and timely review by Schrimsher's ~ngineers. Schrimsher's engineers shall comph::te said review and provide any such input pursuant to the City's reasonable time schedule. VI. Inclusion of Property in Town Cent~r District. Schrimsher consents to the inclusion of the Schrimsher Property into the Town Center District subject to the tenus and conditions thereof. VII. Adoption of Town Center PI~O'ict Cod~. Schrimsher hereby consents to the adoption of the Town Center District Code and its applicability to the Schrimsher Property subject to the terms and conditions hereof. PR~OOCS 10014263.1 LKf Page 9 of 21 I. VoJoJ ... v V" v v v V ~ V V . I I v v V V VUl. Future Land Use Cbonee. Schrimsher and the City acknowledge that tlle future land use designation for the Scluimsher Propeny shall be Town Center at such time said designation is approved by the City. Specifically, and without limitation, tile 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 iIladv~rtently previously changed by City from ~ommercial to "rustic residential". The City shqll immediately administratively initiate and fliligently process thropgh completion said CQmprehensive plan amendments and also ~ffectuate any administl1nive rezoning necesslU'Y to implement the foregoing land use phange. All futl.lre land use changes shall comply with the procedures set forth in chapter 163, Florida Statutes and the City Code of Winter Springs. JX. East Market Squllre Parcel. Provided that the site and building plnn lU'e consistent with the City Code and Town Center District Code, the City agrees and apknowledges that the East MLlJ'ket Square Parcel will be allowed to have: (i) a grocery store aIlchor building consisting of approximat,ely 45,000 retail square feet; (ii) up to 45,000 square feet of additional retail square feet; and (Hi) a parking ratio OfllP to fivo (5) spaces per 1,000 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 size pr loc~tion of retention ponds that may be required as part of a development project. As p~ of all Schrimsher development projects on Schrimsher Property, Schrimsher agrees to provide retention ponds in accordance with the Master Stonnwater MWlagement Permit (~proved by Schrimsher's engineers and meeting the requirement of Article V(b)) local, state, and federal law and sound engineering practices. XI. St. JpllDs Landing. Schrimsher agrees to provide D buffer nQt less than fifty (50') feet in width along the northern boundary of the Schrimsher Prop6rty adjacent to the St. JoOO's Landing Subdivision. The City Agrees that said buffering mayor may not inclucle a retention pond, and that the width ofthe Cross Seminole Trail running along the common boundary with St. Johns .Landing Subdivision may be countecl toward meeting the fifty (50') foot buffer requirement. The applicable building set-back line along the common boundary with St. John's Landing Subdivision will be the southem edge of the buffer. O~LDOC!ll001426J.T lKF Page to of 21 r, UJ'I VVU. - VV VV \0VII/ VV' VV In addi tion, Schrimsher agrees to design, permit, and construct a six (6) foot concrete block or prick wall (tho "Wall") on Schrimsher Property (or on property within St. John's Landing Subdivision if approved by dle owners of tho applicablc lots within St. John's Landing Subdivision) in connootion with any commercial or multi-family developmcnt adjacent to the develoPllble lots within the St. .Tahn 's Landing Subdivision along or near the current perimeter of the Schrimsher .Property, provided said Wall is required by the City Code. To the extent a Wall is required, the maximum length of the Wall shall commence at the TuskawiUa Road right-of-way and shall ~xtend to and terminate at the southeastern comer of the eastern-most developable lot contiguous to the common boundary between St. Johns Landing Subdivision and the Schrimsher Property. No portion of the Wall will be required adjacent to any retention pond wifhin the St. Johns Landing Subdivision. Schrimsher agrees That individual lot owners witllin St. Johns Landing Subdivision will be allowed to install one (l) gate (not greater than four (4') feet in width) per developable lot. in the Wall to provide access to and from their lot and the Cross Seminole Trail and/or Town Center provided (1) the indivi(iuallot owner must install and maintain the gate at the lot owner's expense, (ii) the gate sh~l open toward the applicable lot within St. John's LlWding Subdivision, and (iii) the style of tlle gate shall othel'Wiso be subject to the reasonable written approval of both Schrimsher and the City. which shall not be unreasonably withheld or delayed. XII. Interior ButTer Walls an~ Fcnee~. Buffer waUs and fences separating different types of land uses will be allowed but not required within the interior portion of the Tpwn Center District. Xlll. Wethmd Delineatipn of Wetland Park, The parties acknowledge that Schrimsher has prevlously 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 P/.lTk boundary. Neither party wammts the ~curacy of slIch delineation and any further change in the delineation shall not result in Schrimsher being required to convey any additipnallands to the City or requiro the City to reconvey to Schrimsher any portion of Wetland Park. XIV. Cr()~~ Seminole Trail Street. Schrimsher agrees that the Cross Sominole Trail Street will be located on Schrimsher Property as generally depicted on Exhibit " A". Howover, Scluimsher may relocate the Cross Seminole Trail Street to the South (toward State Road 434) a maximum distance of 1 00 feet from the location depicted on Exhibit "A". SCMmsher may also make minor adjustments ~o the location ofthe Crpss Seminole Trail Stre~t in Older to straighten the Cross Seminole ORLOOCS l00.nU7 LKf Page 11 of 21 r, V.J.J u u u, - u u u v \.) V I~ I U U ' U U Trail Street or to provide for a more favorable site line and/or curvatures of the Cross Seminole Trail Street. If the Cross Seminole Trail Street is relocatod or adjusted, Small Neighborhood Squares #4 and #5 shall maintain rheir relative locations with access to and alignment with tho layout of the Cross SeminQle Trail Street subject to the possibility of being relocated as provided in Article IV(b). B~ause the Cross Seminole Trail will not be running along tlle Cross Seminole Trail Street, tho right-of-way for Cross Seminole Trail Street shall be reduced from 78 feet to 60 feot in width, similar to the design of a Town Center Street and the locution and shape of Small Neighborhood Squares #4 and 5 shall shift ,accordingly. xv. Spine Road Traffic Slrna1. In conjunction with the constructlon of the Spine Road north or south of State Road 434, the City will cooperate with the Florida Departn'lent of Transportation and Schrimsher in any proposal to install a traffic signal at the intersection of the Spine Road and State Road 434 and to install a median break within State RQad 434 approximately midway between tho intersections at Tuskawilla Road and the Spine Road. Nothing herein is intended to obligate !he City to contribute any funds toward the cost of tile traffic signal or median cut. XVI. Connection to TuskawiUa ROlld. The City agrees to cooperate with Schrimsher to allow Schrimsher to design, pemlit, jlnd construct a road along the existing right-of-way behind the "Mobil Service Station" ~urrently on the comer of State Road 434 and Tuskawilla Road, which mayor may not be designed to cormect Tuskawilla Rand wjth a frontage road south of State Road 434. However, the design, permitting, and construotion 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 J\.nd ex.pense. XVII. GreenspRce ani) Open Space ReQllirerpent8: Landscapine ReQuiremen~, Both parties agree that there are no minimum gr~enspace or open space requirements within the Town Centcr District. Howcver, Schrimsher agrees to comply with the landscaping requirements within the Town Center Distriot as set forth in the Town Center District Code. XVlfi. Dtat:ramsl"lllustrlttive Purposes OnlY". Except for Wetland Park, Magnolia Parl'. the Small Neighborhood Squares (#1, 2, 4 and 5), Lalce Trail Park, Cross Seminole Trail, the Cross Seminole Trail Streel. Main Street Improvements, and Spine Road, which are expressly agreed to by Schrimsher and City pursuant to this Agreement (subject to applicable relocation provi6ions set forth herein), the City hereby acknowledges that all diagrams and graphics within the Town Center Plan and the Town Center District Code, which are depicted on Schrimsher Property, are for ORLDOCS IOOlA26J,7 U<F Pa!;c 12 Qf 2] r, VJO VV\I. - VV VV ('>VI\/ VV, VV "i11ustrati~e purposes only" and arc intended only to illustrate the intent and concepts of the Town Center District Code. XIX. Periodic Review. This Agrcemont shall be subject to petiopic review by the parties. PeriodicaUy, 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 funherance of each others mutual intorests. Addition<llly. during said review, the parties may ~:1iscuss 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. Nothing in "his Agreement shall preclude Schrimsher from exercising its right to seek an amendment fo the land use designation or zoning of the Schrimsher Property. XX. Cooperation. Schrimsher and the City shall cooperate fully with each other to effectuate the tenus, conditioIlB and intentions of this Agreement. XXI. Authoritv. Each party hereby represents and warrants to the other that they have full power and authority to enter into this Agreement. Schrimshc:r also represents that all legal and equitable title to the Schrimsher Property is currently vestel! in and held by Schrimsher and Schrimsher is duly authorized to bind the Schrimsher Property to the ternlS and conditions contained in this Agreement City al~o represents th~t all req~rement9 and procedures, including public hearings, bave been properly conducted so ~t the execution hereof by the City shall conatitute the final action of the City. XX". Notices. Any notico required or allowed to be delivered hereunder shall be in wri ting and shall be deemed to be delivered when: (a) hand delivered to the officiall1ereiMfter 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 aftor deposit with a nationally recognized ovemight courier servico, e.g. Federal Express, Purollltof. Airborne, pxpress Mail etc., addressed to a party at the otl1er address as specified below or from time to time by written notice to the other party delivered in accordance herewith. ORlOOCS lOO11263,1lt<f Page 13 of 21. I. VV I VVV,' VV UV \+JVIolI VV' vv Schrimsher: With Copy to: City: With Copy to: XXIII. Defllults. Schrimsher Land Fund 1986 -11, 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, E!lquire Shutts & Bowen LLP 20 N. Orange Avenue, Suite 1000 Orlando, Florida 32801 Phone: 407/423/3200 Fax: 407/425/83l6 Ronald W. McLemore City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 Telephone: 407/327/5957 Fax: 407/327/4753 Anthony A. Gnrganese City Attorney of Winter ~prings Amari & Theriac. P.A. 96 Willard Street, S~lite 302 Cocoa. Florida 32922 Phone: (407) 639-1320 Fax: (407) 639-6690 Failure by either party to perform each and every one of its obligations hereunder shall constitute a default, entitling the nondefaulting party to pursue whatever remedies are available to it under Florida law or equity including, without limitation, an action for specific performance and/of inj~nctive relief. Prior to any party filing any action as a result of a default under this Agreement, the nondefaulting party shall rust provide the defaulting party with written notice of s~id default. Upon receipt of said notice, the defaulting party shall be provided 11 thirty (30) day opportunity in which to cure the default to the reasonable satisfaction ofthe nondefaulting party poor to filing said action. The preva.il ing party in any ORl.OOC& l00H26J.T LKf Page 14 of 21 t', UJ ~ vvv, VV UV lVVO\/ v'"' VV litigation arising under this Agreement shall be entitled to recover its reasonable attorney's fees and costs, whether incurred at trial or appe~1. XXIV. Succe$~()r. Rnd As:siVnli. This Agreement shall automatically be binding upon and shall inure to the benefit of the successors and assigns of each of the partie$. XXV. Applicable LOlL This Agreement shall be governed by at'ld construed in accordance witlI tlle laws of the State of Florida. XXVI. Amendments. This Agreement sball not be modified or amended except by written agreement duly executed by both parties hereto. XXVII. ~ntlre A~reement. This Agreement supersedes any other a~reement, oral or written, and contains the entire agreement between the City aud Schrimsher as to the subject matter hereof. XXVlll. Severability. If any provision afthis Agreement shall be beld to be invalid or lmenf'Orceable to any extent by a court of competent jurisdiction, the same shall not affect in any respect the validity orenfoICeability aftha remainder of this Agreement. XXIX. Effective Date. This Agreement shall become effective upon approval by the City Commission of Winter Springs and execution of this Agreemellt by both parties. XXX. :Recordation. Within sixty (60) days following tho effective date hereof, a short form memorandum of this Agreement signed by both the City and Schrim~her shall be recorded in the: public records of Seminole County, Florida and shall nm with the Schrimsher Property. The memorandum shall include the legal description of\.he real properly described in Exhibit B-1 (the "Schrimsher Property") and Exhibit B-2 (the property owned by Schrimsher that is not included in the Town Center District) and shall otherwise be in a form mutually acceptable to the City and Schrimsher. ORl.OOCS 1001 ~ 263,7 Lt<f Page 15 of 21 I . V \J J v v V.' \.i V V \J \ oJ v ., ! u v . v v XXXI. Rel"tioDshi~ of tbe Parties. The relationship ofthe porties to this Agreement is contractual and Schrimsher is an ~ndependcnt contractor and not an agent of the City. Nothing heroin shall he deemed to f::l'cate a joint venture or principal-agent relatiollship between the partios, and neither party ~s authorized to, nor shall either party act towarc:l third persons or the public in any manner which wauld indicate any such relationship witn the other. XXXII. Sovereit:" Immunity. Nathing contained in this Agreement &ha~ be construed as a waiver of the City's right fo sovereign immunity under Section 768.28, Florida Statutes, or any other limitation on the City's potential liability under state and federal law. XXXIII. Cityts Police pQwer. The City hereby reserves all police powers granted to the City by law. In 110 way shall this Agreement be construed as the City bargaining away or surrendering its police powers. XXXIV. Force Majeure. The parties agree that in the event that the failure by either party to accomplish any action required hereunder within a speCified tjme pe110d ("Time Period") constitutes 11 default under the terms of this Agreement and. ifany such failure is due to any unforeseeable Of unpredictable event or condition beyond the control of such party, including, but not limited to, acts of God, acts of government autl)ority (other than the City's own acts), acts of public enemy or war. riots, civil disturbances, power failure, shortages of lobor or materials, injunction or other court proceedings beyond the control of such party, or severe adverse weather conditions (''Uncontrollable E"entll), then, notwithstanding any provision of tIns Agreement to the contrary, that fail~ shall not constitute f1 default under this Agreement and any Time Poriod proscribed hereunder shall be extended by the amount of time that such PartY was unable to perform solely due to the Uncontrollable Event. XXXV, l!!.terpretation. The parties herepy agree and acknowle<tge that they have both participated equally fn the drafting oftlUs Agreement aDd no party shall be favored or disfavored regarding the Interpretation oftms Agreement in the event of a dispute between the parties. ORlOOCS 100H26J.7 LJ<F Page 16 of 21 . . v, V vvv. vv UU \->VI\} UU, UU XXXVI. Permits. The failure ofthis Agreement to address ~yparticular City, county, state, and federal pemlil, condition, term, or restriction shall not relieve Schriinsher or the City of the necessity pf complying with the law goveming said pennitting requirements. conditions, tenu, or restriction. XXXVII. Third PArty Rteht~. This Agreement is not a third party ben..eficiary contract and shall not in any way whatsoever create any ri ghts on behalf of any tl}ird pwty. XXXVIU. Count4!rparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be considered an original agreement; but such counterparts shall together consHtute but one and the same instrument. XXXIX. St"te Grant. The parties acknowledge that the City has filed a grant application to the State of Florida for the purpose of obtaining grant fundI) 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 gnmt funds are obtained, 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 (Le., Magnolia Park and Wetland Park and Cross Trail Seminole Trnillmprovements). Provided, however, in no event shan Schrimsher be required to convey ~gnolia Park or Wetland Park directly to the State of Florida nor are the City's and Schrimsher's Obligations hereunder in any way contingent~upon the success or failure of tile City obtaining such grant funds (specifically, including, without limitation, tlle City's ollligations set forth in Article V hereunder and Schrimsher's Obligations set forth in Article IV hereunder). XL. Conveynnceli by Schrimsher. All real property conveyances made by Schrimsher to tbe City pursuant to this Agreement shall be made by special warranty deexl and free of all mortgages, liens, and other eucumbrances. ORUlQCS 'aal~2Gl.T1.\(f Page 17 Qf 21 I. V'11 vvv. VV VV \,",V"I vv' VV XLI. DeclarntioD of the C,ty Commission of Winter Sprini:s. The City Comm~s9ion of the City of Winter Springs hereby :f:inds that this Agreement is consistent with the City's Comprehensive Plnn and land development regulations and is a legislative act oftbe City Commission of the City. The City.Commission further finds that this Agreement promotes the public health, safety, and welfare and is consisteUl with. and an exercise of, the City's powers LUlder $e Municipal Home Rule Powers Act. as provided in s. 2(b), Article VIII of\he Florida Constitution and chapter 166.021, Florida f3tatutes and the City's police powers. XLII. Billboard. As of the effective date of this AgreemeIlt, Schrimsher has two billboards located on Teal property within the City of Winter Springs which may remain in their existing locations ~mtil such times as they are required to be djsmat'ltled and permanently removed pursuant to ~i5 Agreement. One billboard is located on the Schrimsher Property (Le., with.in Town Center) on the south side of State Road 434 and the other is located east of Town Center on the north side of State Road 434. Schrimsher ~grees to completely dismantle and remove pach pwticular billboard at sllch time as a certiflcate of occupancy is issued by the City for p vertical structure (oUler tlllm the Cross Seminole Trai I Bridge) that is within a. four hundred foot (400') radius ofthe applicable billboard. The dismantling and removal of the billboards shall be detennined on an individual basis and the radius test shall only apply to development that occurs on Ule same side of State Road 434 that the billboard is located. XLUI. Wetlllnd Mitil:Rtiop. The City acknowledges Schrimsher's riijht to impact the wetlands generally located within one thousand two hundred (1,200') feet on the north side of State Road 434 and within six hundred (600') feet on the south side of State Road 434 in the southeastem portion of Town Center, provided that Schrimsher complies with all applicable governmental requirements. Furthennore, the City acknowledges that Schrimsher shall have the right to ptilize other wetlands located within Town Center for the purpose of satisfying "weUand mitigation" requirements related to one Of more developments located outside of Town Center. XLIV. Land Use Percentlll:es The City agrees that the Schrimsher Property will be entirled to the same minimum mix of land use percentages as set forth in the City's Comprehensive Plan. INWlTNESS WHEREOF, Schrimsher and the City have executed this Agreement in fann sufficient to bind them as of the day and ye~ first above wn\ten. ORlIlOCS 'OOH261.7 LKF Pago 18 of 21 l. U'lL . - \... .... .. J ....... "" II SCHRIMSHER It SCHRIMSHER LAND FUND 1986-11, LTD., a Florida limited partnership By: Schrimsher Inc., a Florida corporation By: Michael A. Schrimsher, Vice President ,SCHRIMSHER LAND FUND V, LTD., a Florida limited partnership By: Schrim~her Inc., a Florida corporation By: Michael A. Schrimsher, Vice President SCHRIMSHER LAND FUND VI, LTD., a Florida limited partnership J3y: Schrimsher Inc., a Florida corporation By: Michael A. Schrimsher, Vice President WITNESSES: Print Name; Print Name: WITNESSES: Print Name: Print Name: WITNESSES: Print N nme: Print Name: pRLDoes 10014263,7 LI<F Page 19 Qf 21 r. UY J v v V.' v v u v \ oJ V 1'1 V V V V CITY OF WINTER SPRINGS a Florida Municipal Corporation By: OAlOOCS ,OO'.2~,7ll<F WITNESSES: Print Name: Print Name: Page 20 Qf 21 l. U~'1 ........v. vv ....V\....V"J VU.VV Subject Cross Seminole Trail Street Lake Trail Park Magnolia Park Main Street Improvement Area RUBtic Residential Property Schrimsher Property Excluded Schrimsher Property Spine Road Town Center Plan Town Center District Town Center District Code W ctland park Recordable Short Fonn Memo ORLOOCS 100'42BJ.~ LKF ! . U -I V EXH1BI~ LIST R~ference in A~reement D~f. II.d) D~f. D.e) D~f. li.f) D~f. II.g) n~f. II.h) D~f. II.i) D~f. H.j) Def. Ilk) D~f. II.1) D(lf. n.m) D~f, IJ.n) D~f. II.a) Article XXX Page 21 of 21 Omitted 0.42 AC 0.44 AC 0.74 AC TRACT SIZE @ 0.15 AC @ 0.85 AC @ 2.26 AC @ 0.82 AC @ 0.30 AC @ 0.70 AC N ~ Il("~-,.... o roo zoo I 400 EXHIBIT "A" . - -. EXISTING TRAIL ALIGNMENT - - UNP A VED TRAIL ....... PAVED TRAIL SPINE ROAD (COLLECTOR) - . - EDGE DRIVE - I - I - CROSS SEMINOLE TRAIL STREET - - I _ MAIN STREET 4/20/2000