HomeMy WebLinkAbout2000 05 08 Regular A Schrimsher Properties Agreement
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COMMISSION AGENDA
ITEM A
Consent
Informational
Public Hearin s
Re ular
x
Mav 8. 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.
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NOTE: The City Attorney will provide a final copy of the Schrimsher Agreement with
, attachments at the May 8, 2000 Commission meeting.
CONSIDERATION: On Apr:il24, 2000 the City Commission had discussion with representatives
of Schrimsher Properties regarding issues contained in the agreement. The Commission directed
the City Attorney to incorporate the changes and bring the f10al agreement back on May 8, 2000.
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: The City Attorney will provide 4te Commission with the attachments at the
May 8, 2000 Commission meeting.
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CITY OF WINTER SPRINGS, FLORIDA
Ronald W. McLemore
City Manager
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708-2799
Telephone (407) 327-1800
MEMORANDUM
TO:
FROM:
Michael Grindstaff, Esquire
Ronald W. McLemore, City Manager I~
DATE:
May 8, 2000
SUB]:
Schrimsher Agreement
Upon review of the agreement this morning I noticed an additional provision of the Agreement that
is not acceptable,
Section II-O - Wetland Park
The City desires the word "approximately" be deleted from line three
of this section to read" not less than 23.36 acres" rather than approximately
23.36 acres,
In our previous discussions we offered language providing that the actual configuration could be
changed provided that the amount of acreage was not reduced in the process.
In your re-draft the configuration part was included but you failed to take out "approximate" and to
include the "not less than 23.36 acres" language.
Ijp
cc: Mayor and Commission
City Attorney
U:\Docs\ \XIord \Memos \ l\<IayOO\ Revised Schrimsher Agreement 2.doc
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CITY OF WINTER SPRINGS, FLORIDA
Ronald W, McLemore
City Manager
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708-2799
Telephone (407) 327-1800
TvlEMORANDUM
TO:
Mayor and Commission
FROM:
Ronald W, McLemore, City Manager
/)~
'j/
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DA'fE:
May 5, 2000
SUB]:
Schrimsher Agreement
Please find attached the latest revision of the Schrimsher Agreement prepared by Mickey Grindstaff
and my rcply.
As noted in my reply on Section II F, in no way should the city be willing to accept a .2 acre
rcduction in acreage for Magnolia Park for threc reasons,
1. The park is already very small.
2. It would be easy to expand the park north, south, or some of bod1. to maintain the .2
acres.
3. As stated in my comments to Mickey Grindstaff the city is entitled to the area for which
it has offered valuable considerations in the agreement, not wh{lt Schrimsher on a given
day wants to provide, These matters will need to be resolved Monday night,
Ijp
ATTACHMENT
U:\Docs\ Word\Memos\l'vlayOO\ Rcvision Schrimshcr ^grccmcnt.doc
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CITY OF WINTER SPRINGS, FLORIDA
Ron.ald W McLemore
City Manager
1126 EAST STATE ROAD 434
WINTER SPRINGS, FLORIDA 32708-2799
Telephone (407) 327-1800
MEMORANDUM
FROM:
Michael Grindstaff 1\ /
Ronald W. McLemore, City Manager \l/
TO:
DATE:
May 5, 2000
SUB]:
Agreement
Section II F - Magnolia Park
The reduction of acreage from seventy-nine/one hundredth (0.79) acres to approximately ftfty-
nine/ one hundredth (0.59) acres both in the terms of the amount of acreage and the inclusion 0 f the
word "approximate" is unacceptable. The city has purchased 0.79 acres of land for ~lagnolia Park.
As previously discussed and as reflected in the agreement in other places, the city cannot agree to
"approximate" acres, We all understand that the actual survey may requi.re minor changes in the
configuration of the boundaries from that depicted in Exhibit "A", However, as those minor
changes are made they should be made to reflect the actual acreage due to the city in consideration
of the city's contributions to the project. Additionally, maintaining the acreages as the continuous
benchmark will allow changes of configuration to be made without a necessity to amend the
agreement as surveying is done.
I am at a Loss to understand the language you added granting the city the authority to use state lands,
I don't think you have that authority. Therefore I feel that the language should be deleted from the
agreement.
Section V d - City Obligations
The language stating that the city agrees at is expense to design, engineer, permit, survey, and
conduct the Main Street Improvements within two (2) years of the effective date of this agreement
need~ to be revised,
'o.
.,.
I t is going to be impossible to b'l.larantee a two-year period for completion of work, and to guarantee
that the road alignment will be exactly as depicted for two reasons,
1) First, our engineers have advised that the permitting associated with the project could be
complicated and require extensive time with the water management district.
2) Secondly, it may be impossible to acquire eleven feet of right of way from McDonald's
resulting in a need for the road to be slightly realigned.
Therefore, I would suggest the following language:
"the City agrees, at its expense, to design, engineer, permit, and construct Main
Street Improvements with the Town Center District Code in substantial agreement with the
alignment shown in Exhibit "A". The City agrees to commence design, engineering, and
permitting within ninety (90) days of the effective date of this agreement and to make a
good faith effort to complete construction within two (2) years of the effective date of this
agreement. "
Section XLV - Continuation of "Agricultural Classification"
T don't see any problem with this as long as the City Attorney and Commission agree.
Section XLVI - Conflicts
I am concerned about this language from a legal perspective, 1 don't know how an agreement could
have supremacy over an ordinance. Anthony will have to make the call on this one.
Section IV - Conveyances from Schrimsher to the City of Winter Springs
As discussed we need some language clarifying that the street right of ways adjacent to parks 1,2,4
and 5 dlat are not included in the park boundary lines, as indicated in Exhibit "A", are not deducted
from the small park acreage's,
Please call me when you have a chance to review this memo. Possibly you, Anthony and I could
meet Monday morning or have a conference call,
Ijp
u:\ Docs\ \'('ord\ \lcmoS\lv!ayOO\i\grc,cmenr Language Grindstaff-doc
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CITY OF WINTER SPRINGS, FLORIDA
Ronald W. McLemore
City Manager
1126 EAST STATE ROAD 434
WINTER SPRINGS. FLORIDA 32708-2799
Telephone (407) 327-1800
MEMORANDUM
TO:
Mayor and Commission
./)/
/ I
FROM:
Ronald W. McLemore, City Manager
DATE:
May 5, 2000
SUB]:
Schrimsher Agreement
Please find attached the latest revision of the Schrimsher Agreement prepared by Mickey Grindstaff
and my reply.
As noted in my reply on Section II F, in no way should the city be willing to accept a .2 acre
reduction in acreage for Magnolia Park for three reasons.
1. The park is already very small.
2. It would be easy to expand the park north, south, or some of both to maintain the .2
acres.
3. As stated in my comments to Mickey Grindstaff the city i.s entided to the area for which
it has offered valuable considerations in the agreement, not what Schrimsher on a given
day wants to provide. These matters will need to be resolved Monday night.
Ijp
A IT ACHMENT
U:\Docs\ Word\Memos\MayOO\Revision Schrimsher Agreement.doc
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CITY OF WINTER SPRINGS, FLORIDA
Ronald W. McLemore
City Manager
1126 EAST STATE ROAD 434
WINTER SPRINGS. FLORIDA 32708-2799
Telephone (407) 327-1800
MEMORANDUM
TO:
Michael Grindstaff
FROM:
Ronald W. McLemore, City Manager
v
DATE:
May 5, 2000
SUBJ:
Agreement
Section II F - Magnolia Park
The reduction of acreage from seventy-nine/one hundredth (0.79) acres to approximately fifty-
nine/one hundredth (0.59) acres both in the terms of the amount of acreage and the inclusion of the
word "approximate" is unacceptable. The city has purchased 0.79 acres of land for Magnolia Park.
As previously discussed and as reflected in the agreement in other places, the city cannot agree to
"approximate" acres. We all understand that the actual survey may require minor changes in the
configuration of the boundaries from that depicted in Exhibit "A". However, as those minor
changes are made they should be made to reflect the actual acreage due to the city in consideration
of the city's contributions to the project. Additionally, maintaining the acreages as the continuous
benchmark will allow changes of configuration to be made without a necessity to amend the
agreement as surveying is done.
I am at a loss to understand the language you added granting the city the authority to use state lands.
I don't think you have that authority. Therefore I feel that the language should be deleted from the
agreement.
Section V d - City Obligations
The language stating that the city agrees at is expense to design, engineer, permit, survey, and
conduct the Main Street Improvements within two (2) years of the effective date of this agreement
needs to be revised.
It is going to be impossible to guarantee a two-year period for completion of work, and to guarantee
that the road alignment will be exactly as dcpicted for two reasons.
1) First, our engineers havc advised that the permitting associated with the project could be
complicatcd and require extensive time with the water management district.
2) Secondly, it may be impossible to acquire eleven fect of right of way from McDonald's
resulting in a need for the road to be slightly realigned.
Therefore, I would suggest the following language:
"the City agrees, at its expense, to design, engineer, permit, and construct Main
Street Improvements with the Town Center District Code in substantial agreement with the
alignment shown in Exhibit "A". The City agrees to commence design, engineering, and
permitting within ninety (90) days of the effective date of this agreement and to make a
good faith effort to complete construction within two (2) years of the effective date of this
agreement. "
Section XLU - Continuation of" Agricultural Classification"
I don't see any problem with this as long as the City Attorney and Commission agree.
Section XLVI - Conflicts
I am concerned about this language from a legal perspective. I don't know how an agreement could
have supremacy over an ordinance. Anthony will have to make the call on this one.
Section IV - Conveyances from Schrimsher to the City of Winter Springs
As discussed we need some language clarifying that the street right of ways adjacent to parks 1,2,4
and 5 that are not included in the park boundary lines, as indicated in Exhibit "A", are not deducted
from the small park acreage's.
Please call me when you have a chance to revi.ew this memo. Possibly you, Anthony and I could
meet Monday morning or have a conference call.
Ijp
U:\Docs\ Word\Memos\MayOO\Agreement Language Grindstaff.doc
Page 2of2
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TEL:40i 425 3200
P. 00 I
FAX TRANSMISSION
SHUTTS & BOWEN LLP
20 NORTH ORANGE A VfNUE
SUITE 1000
ORL^~DO. FLORIDA 32801-4626
407-423-3200 (M;Jin)
407-425-8316 (F~x)
To: All listed below Company:
flux #: Phone:
Date: May 3, 2000 Pages: *,inclUding cover sheet
From: Michael .T. Grindstaff User ID: 7595
CUMa # 80422-0503
Subject: Schrimsher / Winter Springs
To:
ANTHONY GARGANESE, EJ'
RONALD W. McLEMORE
1-407-365-6912
1-407-327-4753
MIKE SCHRIMSHER
407-648-9230
Thi. fll~.imilo el'\Ill~inl privilcs~u qn~ cnntiMnl;al informaliun intende.! only f(ll' rhe U~ lIfl"e a~J,'c5&ee n~l\lcd ~t>o"e. Iryu4 un: \lolllle inLCnc\ed
rc.:ipic\11 or Ihi~ rJc~i."ilc. ur lhe cl11ployee or asellL re~pon.iblc fOr Jclivaril1{! ilIa Ihe int~lHld fl!cil\iel1l, you arc hereby nOlirietllh~1 ~I1Y
di~;el\'li'I~li(l11 or cnpying of lhis foc$imilc i~ S1riclly prohibilCd. If you l111ve receivcd Ihis l'acsil11i1~ in erttW. plcQi<C nOlify 4S i'\'lIl'l~di~l~ly ~y
Id~phel1c J(1~ rclllm the erlclnol iJcsilllilc tn u. QL the abuvc ~udr"SS \'i~ Ihe U.S. I)n~lul Ser\.iee. I'hJI1I, YOII.
NOTE: PLEASE CALL IMMEDIATELY IF ALL PAGES ARE NOT RECmVED
MAIN NUl\tnRR: (407) 423-3200
THE PERSON SEl\TDING THiS FACSIMILE IS: Lind:l Fol~l
HARD COpy TO FOLLOW BY U.S. MAIL - YES / NO
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SHU'T'TS & BOWEN LLP
ATTORNEYS AND COUNSEI.I.l)RS AT Li\.W
IA fAI\7NFI1."iWti INCl.\.JUING l'nor:fi~~101\'^1. ^5S(lcJ.~nONSl
.10 Nonn, uKANGE AVF.H1.J(;
SUirE loon
UIIl.^/'WO. FLORIDA .1.1001--lG2G
TFI.P.PI.\ON( li071 ",2).J~OO
I'M;SIMILt; 1'\07\ '125.n~ 10
May 3, 2000
VIA FACSIMILE 1-407-365-6912
VIA FACSIMILE 1-407-327-4753
Anthony Garganese, Esq.
Amari & Theriac, P. C.
96 Willard Street, Suite 302
P. O. Box 1807
Cocoa, Florida 32923-1807
and Ronald W. McLemore
City Manager
City of Winter Springs
1126 East State Road #434
Winter Springs, FL 32708-2799
Re: Schrimsher / City of Winter Springs
Dear Anthony and Ron:
Attached please find one (11 black-lined and one (11 clean copy of the
further revised copy of the Agreement (Draft 5/3/00). The highlighted revisions
are intended to address the revisions discussed at the City Council meeting of
April 24, 2000, and to adjust the size of that portion of Magnolia Park to
actually be conveyed by Schrimsher in light of the discussion had by Mike
Schrimsher and Mr. Carrington following the April 24th meeting.
We have also added Sections 45 (Continuation of Agricultural
Classification) and Section 46 (Conflicts). We believe these Sections merely
state the obvious, but thought it would be best to include these sections rather
than to rely on the obvious.
,ufSniH.l.-\M
I "lOr LIolfr,r.I\r'^1 I,
1.I1t'1l'lnN
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407 425 3200
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TEL:407 425 3200
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Anthony Garganese, Esq. and
Ronald W. McLemore
Page 2
May 3, 2000
After you have had an opportunity to review this information, please give
me a call discuss the same.
Very truly yours,
Attachments
SHUTTS & BOWEN, LLP
~~
Michael J. Grindstaff
cc: Michael A. Schrimsher (w/attachments - Via Facsimile 407-648-9230)
James G. Willard, Esq. (w/attachments)
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BLACK-LINED DRAFT 4/21100 5/3/00
Propare<l by:
Rerum to:
AGREEMENT
An Agreement made and entere.d into this _ day of , 2000 by llnd among
Schrimsher Land Fund 1986 - II, 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 "C,ity".
RECIT ALS
L WHEREAS, Section 163.3167, Florida Statutes provides that each local govenllnent
is encouraged to aliiculate a vision of the future physical appearance aml qualities of its
com m lmi ty as a component 0 fthe local comprehensive plan through a co 11 aborati ve p Ianni ng
process with meaningful 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 land located within the boundaries of the City of
Winter Springs Town Center, 311(1
4 . WHEREAS, Schrimsher and City desire to memorialize their understandings and
agreement regarding their respective interests, expectations. and intentions contained in this
Agreement regarding the Town Center.
NOW THEREFORE in consideration of the terms and condition set rorth in this
Agreement, and other good and valuable consideration, the receipt of which is hereby
acknowledged by the parties, the City and Schrimsher agree to the following:
J. Incorporation of Recimls.
The foregoing recitals are true and correct and arc hereby fully incorporated herein
by this reference as a material part of this Agreement.
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n. Definitions.
Unless the context clearly indicates otherwise, the following words and phrases when
used in this Agreement shall have the meaning ascrihed below:
a) "City" shall mean the City of Winter Springs, a Florida municipal corporation.
b) "City Code" shall mean the City Code oftbe City of Winter Springs, Florida.
c) "Cross Seminole Trail Street" shall mean that segment of a roadway to be
located upon the Schrimsher Property in a location generally depicted in the boundary map
attached hereto as Exhibit "A", which is hereby fully incorporated herein by this reference.
d) "East Market Square Parcel" shallmeun that portion of Schrimsher Property
more particularly described in the boundary map attached hereto as Exhibit "A" which is
hereby fully incorporated h~rcin by this reference. The East Market Square Parcel shall be
approximately eight and 25/1 OOths (8.25) acres in size.
e) "Lake Trail Park" shull mean that porlioll of Schrimsher Property more
pm1ic.ularly described in the houndary map attached hereto as Exhibit" A" which is hereby
fully incorporated herein by this reference. Lake Truil Park shall (i) not be less than 0.85
acres in size (ii) have no less than three hlmdred (300) feet of road frontage on its Weslelll
boundary, (iii) be contiguous to either a City approved Schlimsher development or a
retention pond on its northern boundary and (iv) be contigllous to the lInpave.<J portion of the
Cross Seminole Trail on its eastem boundary.
f) "Magnolia Park" shall mean that portion or th~ Schrimsher Property more
parlicularly described in the boundary map attached hereto as Exhibit "A" which is hereby
fully inco'lJorated herein by this reference. Magl1oli~l Park shall consist of seventy
approxim1ltely fifty-nine/one hundredths ~(O.59) acres ~s depicted 011 Exhibit "Au
unless otherwise agreed by the parties in writing. The City may U.tili2;e hmds oqhe former
CSX railroad lin~ owned bvthc Bm'r~~LTr"~lee~ Q.f the Internal Improvemcnt. 'Funl!
of fhe State of Florida with their ~p-proval to expand t.hc sizc of Mnenolin PnrlL
g) "Main Street Improvements" shall mean that porlion of Tuskawilla Road
described as Main Street on the Town Center Disl1icl Code and located from State Road 434
to M~gnolia Park (including pavement. curbs and gutters, and stormwater facilities); as more
part;cularly described in the bOlmdary map attached hereto as Exhibit "A" which is hereby
fully incorporated herein by this reference.
h) "Rustic Residential Properly" sh~lI mean the real property owned by
Schrimsher which currently has a rustic residential future land use designation on the Cily's
Future Land Use Map.
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i) "Scbrim!lher" shaH mean Schrimsher Land Fund 1986 - H, l TO., Schrimsher
Land Fund V, L TD, and Schrimsher Land Fund vr, LTD, collectively and individually.
j) "Schrimsher Properly" shall mean the real property owned by Schrimsher allcl
located in the Town Center District, as more particularly described in Exhibit "B-1" which
is hereby fully incorporated herein by this reference. it is expressly acknowledged lhat no
portion of that real property described on Exhibit "B-2" attached hereto and fUlly
incorporated herein by reference is intended to be included in the Schrimsher Property or Ule
Town Center District.
k) "Spine Road" shall mean the proposed collector road traversing Schrimsher
Property and nmning from State Road 434 to Tuskawilla Road (including pavement, curbs
and gutters, and st01nlwater fucilities). Said road shall also run adjacent to Wetland Park as
a single-Ionded road. Spine Road will nm as close 3S practicable to the Wetland Park in
order to reduce the amount of isolated uplands between Spine Road and Well and Parle. The
location of Spine Road is generally depicted in the sketch attached hereto as Exhibit "A"
which is hereby fully incorporated herein by this referenc~.
I) "Town Center Plan" shsJl mean the sketch concept plan entitled "Winter Splings
Town Center Master Plan", prepared by Dover, Kohl & Partners, dated March 23, 1 998, a
copy of which is attached hereto as Exhibit"C" and hereby fully incorporated herein by this
reference.
111) "Town Center District" shall mean the town center area located in the City of
Winter Springs that is depicted in the attached Exhibit "D" which is hereby fully
incorporated herein by this reference.
n) "Town Center District Code" sh~ll1lTlean the town center zoning district cod~
adopted by the City Commission of Winter Springs on . which is
attached hereto as Exhibil"E" and hereby fully incorporated herein by this reference.
0) "Wetland Park" shall mean that portion of the Schrimsher Property morc
particularly described in the boundary map attached hereto as Exhibit "A" 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
configuration ofWetlnnd Park may be adj\.lsted depending upon the actual location of Spine
Road and the actu.allocation of the Cross Seminole Trail.
HI. Tcuil Reall~nmcflt.
A portion of the Schlimshcr Property is presently encumbered by the fo1111er 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 convened La a public nature and
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recreational trail ("Cross Seminole Trail''). 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 Property, the City <l.nd
Schrimsher agree as [allows:
a) for purposes of realigning lhe Cross Seminole Trail in accordance with the Town
Center Plan, Schrimsher (in exchange for receiving [ce-simp Ie ownership of a portion of the
current alignment of the Cross Seminole Trai I consisting of approximately 4.6 acres) 36rrees
to donate property located within the boundaries of the Schrimsher Propeliy, as generally
depicted on Exhibit "A" attached hereto, to the State of l:;lorida in accordance with mles anel
procedmes oflhe Florida Office of Green ways and Trails ("FOG&T"). Provided, however,
the City acknowledges that the unpaved portion oC the Cross Seminole Trail traversing the
easterly and northerly portion oftlle Schrimsher Property shall be located adjacent to or as
close as practicable to the conti gllOllS wetlands (lying easterly and northerly of the
Schrimsher Property) in order to minimize the amount of isolated uplands (i.e.,
non-wetlands) located between the unpaved pOl1ioll of the Cross Seminole Trail and such
wetlands (the "Isolated Uplands"). The Cily acknowledges lhnt any stich Isolated Uplands
may be included in the land exchange with the State of Florida to meet the "2 to 1" ratio
exchange requirement of the FOG&T ifnllowed 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 maLeria) Iy udversdy affect the intent and concepls oflhe
Town Center District Code and the minor modi ficalions ,Ire consistent with the terms and
conditions of this Agreement.
Scluimsher and the City also agree that the east-w~st section oCthe paved portion of
the Cross Seminole Trait may be localed on the llo11hem side of Edge Drive (as generally
depicted on Exhibit "A" attached hereto) so long as the Cross Scminole Trail docs not reduce
the width of Edge Drive.
b) At the time Schrimsher donates such property located within the boundaries of
the Schrimsher Property, Schrimsher shall reserve (i) perpetual e,lsements fonoadways and
utility purposes (including, without limitation, sewer, water, drainage, nature,l gas, cable,
electricity and telephone) (the "Roadway/Utility Easements"), crossing over and under the
Cross Seminole Trail at the locations generally depicted on Exhibit "AU where roadways
and/or utilities overlap or intersect with the Cross-Seminole Trail; and (ii) a fifteen fOOl (15')
temporary constmction and a live foot (5') perpetual maintenance easement for construction
and maintenance of the Wall defined in Aliicle XI below (the "Wall Easements").
Schrimsher agrees to dodicatL; such Roadway/Utility Easements to the City in connection
with the construction and installation of such roadways and utilities. The Roadway Utility
Easements dedicated to the City shall be in a [om, acceptable to the City,
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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 prope11y to
be donated by Schlimsher. The survey shall include sketches and legal descriptions of the
locations for the Roadway/Utility Easements and 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 portion of the Cross Seminole Trai I and, to the
extent pennitted by law, to indemnify and hold Schrimsher and Schrimsher Property
hamlless against any loss, damage, liens or expenses, associated with or resulting fi'om the
City's design, engineeling, penniUing, 5urveying, constructing and maintaining the Cross
Seminole Trail. The City will coordinate with Schrimsher to identify the location of the
Roadway/Utility Easements and the Wall Easements.
City agrees that Schrimsher's engineers (who shall be qualified and experienced in
roadway and/or "trail" engineering and pennitting) and S\l1'veyors wi 11 be ab le to review and
provide input into the design, surveying and pennitting process for tbat portion of the Cross
Seminole Trail located within the Schrimsher Property; und that any and 0.11 surveys and
related applications and/or submittals to all applicable governmental agencies that may affect
Schrimsher Property will be subject to the reasonable and timely review by Schrimsher's
engineers and surveyors. Schrimsher's engineers and surveyors shall complete said review
and provide any sLlch input pursuant to the City's reasonable time schedule.
d) City and Schrimsher agree to cooperate with each other, Seminole County, the
Florida Department of Environmental Protection and all other necessary govemmental
agencies and interest groups to effectuate the Cross Seminole Trail realignment on
Schrimsher Property.
IV. CnnveYfloces from Schrimsher to the City.
a) Schrimsher agrees that at such time as the City obtains all permits necessary to
constmct, install, and extend (i.e., "stub-in") the sewer and water facilities to the Schrimsher
Property as required in Article V b) helow, Schrimsher will convey to the City ree simple
title to Magnolia Park and Wetland Park.
b) Schrimsher also ab'Tees to convey to the City the Small Neighborhood Squares
(#1,2,4, and 5), as generally depicted on Exhibit "A", unless said Squares arc substituted
by special exception granted by the City Commission of Winter Splings. Special exceptions
will not be llnreasonablywithhelu by the City, provided the substituted Small Neighborhood
Square is of equal or beth.:! 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
minimum of point forty-four (.44) acres. Small Neighborhood Square #4 shall be a
minimum of point f01ty-two (.42) acres. Small Neighborhood Square tt2 shall be a minimum
of point forty-four (.44) acres. Small Neighhorhood Square #1 shall be a minimum of point
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forty-tive (.45) acres. These minimum acreages oflhc Small Neighborhootl Squares #5, 4,
2 and 1 include all rights-of-way aroL\nd the perimeter of each Small Neighborhood Square
as depicled on Exhibit "A". In addilion, Schrimsht:r shaJ I also have the right to relocate
Smull Neighborhood Square #1 and 2 a maximum distance of250 feet in any direction from
the location depicted on Exhibit "A"; Small Neighborhood Squares #4 and #5 may be
relocated a maximum distance of250.00 feet to the east or west, and to the south as parl of
any relocation or adjustment of Cross Seminole Trail Street pursus'nt to Article XIV of this
Agreement. Any relocated Small Neighborhood Square shall be located on Schrimsher
Property and shall not overlap another p1tl'k:;-t'i-ght of WflY, or Small N eielmcu:h q!Ht~_q~
Lake Trail Park, Wetland Paf~fip-ineJ!.!lll!l..l F..cle:c Drive, Cross Seminole Trail Street
.C!r.J~ Cross Seminole Trail. The distance shall be measured beginning [rom the boundary
of the subject Small Neighborhood Square that is closest Lo the direction in which said
Square is relocating, The conveyances of the Small Neighborhood Squares shall oceur at
sneh time, and as part of, a City approved Schrimsher development adjacent to the applicable
Small Neighborhood Square.
Schrimsher and the City agree that Small Neighborhood Square 1t3 is
eliminated and both Small Neighborhood Square to and any proposcd roadway betwcen
Small Neighborhood Square. #3 antlthe East Markel Square Parcel shall be included in the
East Market Square Parcel as shown on Exhibit "A".
c) Schrimsher also agrees to convey Lake Trail Park to the City at the time of the
later to occur of the 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 or (iii) the unpaved portion of the Cross Seminole Trail
on the eastern boundary of Lake Trail Park.
d) Schrimsher agrees to convey rights of way and easements and improvements to
rights of way and easements similar to those depicted in the Town Cenler District Code and
located on Schrimsher Property al such time, and as part of a City approved Schrimsher
development, in a manner in which similar conveyances llre required in connection with
similar developments within the Cily.
e) Except for the conveyances [rom Scluimshcr to the City so described in lhis
Article IV (i.e. Wetland Parl<; Magnolia Park; Small Neighborhood Squares #1,2,4 and 5
and Lake Trail Park), Schrimsher shall have no further obligation to convey to the City any
property for park, open space or green space purposes.
f) Schrimsher shall [lot make any claims ror extraordinary excess l.ltvc:lopmem costs
for single-loaded roads traversing Schrimsher Prop<.;rty in accordance with this Agreement
and the Town Center District Code.
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V. Citv O}llie:~tions,
In consideration ofSchlimsher (i) conveying to the City Magnolia Park and Wetland
Park, as described in Article TV(a), (ii) conveying to the Cily the Small Neighborhood
Squares, Lake Trail Park, rights of way, easements, and improvements to said rights of way
and easements as described in Article IV(b). (c) and (d), (iii) not making any claim for
, .
singlc-loaded road as described inA.iiicle IV(f), and (iv) agreeing to thc tcrms and conditions
contained in this Agreement, the City, at its expense, agrees to do the following:
a) Within eighteen (l S) months from the effective date oftl1i5 Agreement, extend and
connect (i.e., "stub in") City water distribution and sewer collection facilities to the
boundaries of Schrimsher Property in sufficient capacity to reasonably accommodate .md
guarantee the level of service capacity required for the Town Center and Schrimsher
Propel1y. Except as provided in Article V(c) and V(d) below relating to Spine Road and
Main Street Improvements, the City shall not be required to extend either sewer or water
facilities into the interior pOliion of the Schrimsher Property un less agreed upon in future
written developer agreements. The City also guarantees sufficient capacily within the sewer
and water treatment plants lo reasonably accommodate and guarantee the level of service
required for the Town Center and Schrimsher Property. The City also agrees that no s.~
City water or sewer connection charge or i1SSCSsmCllt: wi II be applied to Schrimsher Propeliy
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~provided. however, jn~iy.i4.v.~uritbln.JlL~rimsher PropmY_ffiOX_M
char!!cd the S.!lm~ normal and re(!ular "Citv-wide" conncction fee that is customarily
ID-QJ-e~~ fO all other individual useJ:.sjy.ifhj!l.J;Il~ City. t'or connectinQ into and utilizilu!
the "City-wide" wuter nnd sewer capacity.
b) Promptly commence and within six (6) months following the date of this
Agreement, submit an application to acquire a Muster Stonnwater Management Permit from
the S1. 10hn1s Water Management Dislricl for the Town Center and expedite to the fullest
extent possible completion oflhe masler stomlwaler pemlitting within the Town Center and
Schrimsher Property. City agrees that Schrimsher's engineers (who shall be qualified and
experienced in stormwater engineering and pemlitting) will be able to provide input into the
design and permitting process for the Master Stoffi1water Management Permit and that any
a.nd aU related applications and/or submittals to all applicable governmental agencies that
may affect Schrimsher Property will be subject to reasonable and timely review and approval
by Schrimsher's engineers. Schrimsher's engiueers shall complete said review pursuant to
the City's reasonable time schedule and shall not unreasonably wilhhold said approval. In
no event will the Schrimsher Property he required to accommodate a disproportionate
area/acreage of retention ponds or amount (i.e., volume or rate) of the stomlwater generuled
in Town Center LUlless otherwise agreed to by Schrimsher in writing.
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c) Designate Spine Road a City l:ollector road :lOci 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 or this Agreement: and the City agrees to commence good faith
construction of Spine Road within two (2) years [rom said effective date and to diligently
pursue completion of such construction. Schrimsher agr~es that C~ty shall have the right of
entry and ingress and egress to :lod from Schrimsher Property ror purposes of designing,
enginee\ing, pell1litling, surveying and construcling Spine Road, :lnd, in such event, the City
agrees, to the extent permitted by law, to indemni ry and hold Schlimsher and the Schrimsher
Property harmless against any loss, damC1ge, liens or expenses associated with or resulting
from the City designing, enginecling, pennitting, surveying and constntcting of Spine Road.
However, ifScluimsherdesires to construct Spine Road in accordance with the Town Center
District Code, prior to the City's scht:duk ror said conslruction provided herein, Schrimsher
may design, engineer, permit, survey, and constmct Spine Road at Schlimsher's expense.
Pnrsuant to Winter Springs City Code, Sections 9-386 through 9-390, Schrimshcr shall thcn
be eligible for and receive in connection with the development of the Schrimsher Property
transporlation impact fee credits in an amount equal to Schrimsher's reasonable costs for
designing, ellgineeling, p~llllitting, surveying and construction of lhe Spine Rond which
costs shall bc deemed to be for "noll-site-related improvements". Accrued credits shall be
applied to the development of Schrimsher Propeny. Regardless of which p<lrty conslTucts
Spine Road, the City, at its expense and concurrently with the construction of Spine Road,
agrees to desif,'l1, permit, and constnlct water aod sewcr utilities for Spine Road required for
the Town Center and Schrimsher Propel1y (the "Spine Road Utilities"). Schrimsher shall
convey the right of way for Spine Road to the City at such time as the City has obtained all
necessary permits for the City to construct Spine Road or at such time that Schrimsher has
completed constnlction of Spine Road, whichever Dccms lirst.
City agrees that Schl;msher's engineers (who shall be qualified and experienced in
roadway and water and sewer utilities engineering and pennilling) wi II be able to review and
provide input into the design and permitting process for Spine Road and the Spine Road
Utilities; and that any and all related applications and/or submittals to all applicable
govemmental agencies that may affect Schrimsher ProperlY will be subject to the reasonable
,l11d timely review by Schrimsher's engineers. Schrimsher's engineers shall complete said
review and provide any sllch input pursuant to the City's reasonable time schedule.
If the City adopts a traffic concurrency management ordinance, the City agrees to
favorably consider the allocation of reasonably sufficient traffic capacity to Town Center
and/or appropriate levels of service to accommodate the development of TO\\r11 Center as
anticipated in the Town Cenler District Coda.
d) Designate that portion of Tuskawilla Road between State Road 434 and Spine
Road a City collector road and process an Llmenumenlto the City's Comprehensive Plan,
Traffic Circulation Element. to so designate. lhe City al60 agrees, at its expense, to design,
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engineer, pennit, survey and construct the Main Street Improvements within two (2) years
of the effective date ofthis Agreement. Th~ Main Street Improvements shall be consistent
with the Town Center District Code. Schrimsher agrees to donate and convey to the City
eleven (J I) feet of right-of-way in order for the Cily 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 permits necessary to construct the Main Street
improvements. Because Schrimsher only owns property on one side of that portion of
Tus1cawilla Road described as Main Slreet, Schrimsher shall only be required to convey the
one-half (i.e., not more than eleven (11) feet wide) of the needed light-of-way which is
located on Schrimsher's side ofTuskawilla Road. Schrimsher agrees that City shall have the
right or entry and ingress and egress to and From the Schrimsher Property for purposes of
designing, engineering, pennitting, surveying and constructing the Main Street
Improvements. and, in such event, the City agrees, to the extent permitted by law, to
indemnify and hold Schrimsher and the Schl;msher Propelty h,um less against any loss,
damage, liens or expenses associated with or resulting [rom the City designing, engineering,
pe1l11itting, surveying and constructing 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's schedule for making said improvements,
Sc1uimsher may design, engineer, permit, survey, and construct the Main Street
Improvements at Schrimsher's expense and the conveyance shall occur at such time
Schrimsher hus completed construction of said improvements. Pursuant to Winter Springs
City Code, Sections 9-3B6 through 9-390, Schrimsher ~halllhe.n he e.ligible for and receive
in connection with the development of the Schrimsher Property transportation impact fee
credits in an amount equal to Schrimsher's reasonable costs for desif,'ll, engineering,
surveying, permitting and construction of the Main Street Improvements. Accrued credits
shall be applied to the development ofSclu'imsl1er Propelty. City agrees that Schrimsher's
engineers (who shall be qualified and experienced in roadway <Jill! waler and sewer utilities
engineering and pemlitting) will be able to review and provide input into the design and
permitting process for the M3in Street Improvements; and that any and all related
applications and/or submittals to all applicable governmental agencies that may affect
Schrimsher Property will be subject to the reasonable and timely review by Schrimsher's
engineers. Schrimsher's engineers shall complete said review and provide any SllCh input
pursuant to the City's reasonable time schedule.
Vi. Inclusion of Property in Town Center District.
Schrimsher consents to the inclusion of the Schrimsher Property into tbe Town
Cenlt.:r District subjeclto the terms and conditions thereof,
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VTT. Adoption of Town Center ~istrict Code,
Schrimsher hereby consents to the adoption ofthe Town Center District Code and
its applicability to the Schrimsher Property suhject to ll1e terms :md conditions hereDf.
VlH. Fl1hlr~ Lltnrl Use Chllnee-
Schrimsher and the City acknowledge tlwt the future land use designation for the
Schrimsher Property shall be Town Center at SLlch time said designation is approved by the
City. Specifically, and without limitation, the parties intend for lhe future land use
designation under the City's Comprehensive Plan to be amended to accommodate the Town
Center District Code and to coneet the future land use designation of the Rustic Residential
Property (10 Town Center) which was inadvertently previously changed by City from
commercial to "rnstic residential". The City shall immediately administratively initiate and
diligently process through completion said comprehensive phm amendments "nd also
effectuate any administrative rezoning necessary La implement the foregoing land use
change. All future land use changes shall comply with the procedures set forth in chapter
163, Plorida Statutes and the City Code of Winter Splings.
IX. ERst Marlcet Square Parcel.
Provided that the site and building plan are consistenL with the CiLy Code and TOWll
Center District Code, the CIty agrees and acknowledg0s that th0 East Markel 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 feer of additional retail square feet; and
(iii) a parking ratio of up to five (5) spaces per l,OOO retail squar0 [eet.
X. Retention Ponds.
The retention ponds depicted on the: Town Center Plan arc meant to be conceptual
Clnd do not nec.essarily indicate the actual size or location of retention ponds tllat may be
required as part of a development project. As .part of all Sc.hrimsher development projects
on Schrimsher Property, Sc.hrimsher agrees to provide retention ponds in accordance with
tbe Master Stann water Management PL:rmit (approved by Schrimsher's engineers and
meeting the requirement of Article V(b)) local, state, 311d [ederallaw and $ollnd engineeling
practices.
XL St. Johns L~ncti"t!.
Schrimsher agrees to provide a bu[fernot less than fifty (50') [eet in width along the
northem h0U11dary of the Schrimsher Propeny adjacent io lhe Sl. John's Landin!;
Subdivision. The City Agrees tllat said buffering mayor may not include a retention pond.
and that the width of the Cross Seminole Tf;.Jil funning along lhe common boundary with SL
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Johns Landing Subdivision may be counted toward meeting the fi fly (50') foot buffer
requiremcnt. The applicable building set-back line along the common boundary with St.
John's Landing Suhdivision will be the southem edge ofthe buffer.
Tn addition, Schrimsher agrecs to dcsign, pemlit, and construct a six (6) footconcrete
block or brick wall (the "Wall") on Schrimsher Property (or on property within St, John's
Landing Subdivision if approved by the owners of the applicable lots within St. John's
Landing Subdivision) in connection with any commercial or multi-family development
adjacent to the developable lots within the S1. J01Ul'S Umding Subdivision along or near the
current perimeter of the Schrimsher Propel1y, 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 Tuskawilla Road right-of-wllY llnd shll11 extend to and terminate at the soutbeastem
comer ofthe eastem-most developable lot contiguous to the common boundary hetween St.
Johns Landing Subdivision "nd the Schrimsher Property. No portion of the Wall will be
required adjacent to any retention pond within the St. Johns Landing Subdivision.
Schrimsher agrees thut individual lot owners within St. Johns Landing Subdivision
will be allowed to install one (1) 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 (i) the indi vidutlllot owner must install and maintain the
g:Jle at the lot owner's expense, (ii) the gate shall open toward the applicable lot within St.
Jolm's Landing Subdivision, and (iii) the style of the gate shall otherwise be subject to the
reasonable written approval of both Schrimsher and the City, which shall not be
unreasonably withheld or delayed.
XU. Interior Buffer Walls and Fences.
Buffer Unless wllivCQ flv ~he Ikyelnfl!I1ent Review CQmmJlg.t,..h.qffetJv.llll~ Qr
fences will be required in Ton:" Center between sinele family residential developments
on one sidc...illl!UC:-.Adiwocks. service areas and trash disposal fllcilities associated with
Ll1rl:!e FOl!tPrint Buildin!!s (ilS dclincd in the TlIwn Center Oil"trid COlle) nn the nttJe.l:
side. Otherwise, huffer walls and fences separating different types of land uses will be
allowed but not required within the interior portion of the Town Center Dishict.
XTlT. Wetland Delineation nfWethmd P~rK.
The parties acknowledge that Schl;msher has previously obtained from the U.S.
Anny.Corp of Engineers and provided to the City a copy ofa delineation of the jurisdictional
wetland boundaries on the Schrimsher Property and that the parli~s have utilized such
wetland delineation to amend the Wetland Park houndary. Neither party warrants the
accuracy of such delineation and any further change in the delinea.tion shall not result in
Schrimsher being required to coiwey any additional lands to the City or require the City to
reconvey to Schrimsher any ponion or We1.bnl! Park.
anlooes lG014263.~ I.KF
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XlV. Cross Seminole Trllil StrcN.
Schrimsher agrees that the Cross Sem inok Trail Street will be located on Schrimsher
Property as generally depicted on Exhibit "A". However, Schrimsher may relocate the Cross
Semina Ie Trail Street to the South (towMd State Road 434) a maximum distance of 100 feet
from the location depicted on Exhibit "A". Schrimsher may also make minor adjustments
to the location of the Cross Seminole Trail Street in order to straighten the Cross Seminole
Trail Street or to provide for a more favoruble site line andior curvatures of the Cross
Seminole Trail Street. If the Cross Seminole Trail Street is relocated or adjusted, Small
Neighborhood Squares #4 and #5 shall maintain their relative locations with access to and
aligrunent with the layout of the Cross Seminole Trail Street subject to the possibility of
being relocated as provided in Article IV(b). Because the Cross Seminole Trail will not be
running along the Cross Seminole Trail Street, the right-of-way for Cross Seminole Trail
Street shall be reduced from 7S feel to GO feet in width, simil~r to the design of a Town
Center Street and the location and ~hupe 0 fSmul1 Neighhorhoou Squares #4 and 5 shall shi ft
accordingly.
XV. Spine Road Traffic Siena!.
Tn conjunction with the construction of tile Spine Road north or south of State Road
434, the City will cooperate with the Florida Department ofTransportarion and Schrimsher
in any proposal to in$tall a traffic sign<11 at the intersection of the Spine Road and State RO,ld
434 and to install a median break within State Road 434 approximately midway between the
intersections at TuskawillaRoad and the Spine Road. Nothing herein is intended to obligate
the City to contribute any funds toward the cost of the trafflc signal or median cut.
XVI. Con n ectioh to Tuskawilla noad.
The City agrees to cooperate with Sclu'imsher to allow Schrimsher to design, pemlit,
and construct a road along the exisling right-of-way behind the "Mobil Service St:nion"
currently on the comer of State Road 434 ano Tuskawilla Road, \'ihich mayor may not be
designed to connect Tuskawil1a Road with a frontage road south of State Road 434.
However, the design, permitting, and construction 0 r said road shall be consistent with the
City Code, subject Lo site plan review and approval by the City, and at Schrimsher's sole cost
and expense.
XVII. Greenspace and Open SPllce Requirements: Lanr1sc~pjne Requircmcnt-li. Both
panics agree that there are no minimum grecnspace or open space requ;rell\(~nts within the
Town Center District. However, Schrimsher agrees to comply with the landscaping
requirements within the Town Center District as set forth in the Town Center District Code.
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XVTTJ. Pial!rnms/"II1ustratiY~ P"rpo~~!\ Only".
Except for Wetland Parle, Magnolia Park, the Smnll Neighborhood Squares un, 2,
4 and 5), Lake Trail Park, Cross Seminole Trail, the Cross Scminole Trai I Slreet, Main Street
Improvements, and Spine Rand, which are expressly agreed to by Schrimsher and City
pursuant to this Agreement (suhjecl to applicable relocation provisions set forth h~rein), the
City hereby aclmowledges that all diagn11l1S and graphics within the Town Center Plan and
the Town Center District Co dc, which arc depicted on Schrimsher Propel1y, are for
"illustrative purposes only" and arc intended only to illustrate the i11lent and concepts oflhe
Town Center District Code.
XIX. Periodic Review.
This Agreement shall be subject to periodic rcview' by the parties. Periodically, City
and Schlimsher agree to cooperate and meet in good Caith to discuss the progress made under
thi s Agreement and whether any umendmenls should be made to this Agreement in
furtherance of each others mutual interests. Additionally, dming said review, the paliies may
discuss proposing amendments to the Town Center District Code which may be needed to
promote tbe public's interest in creating an economically viilble Town Center. Nothing in
this Agreement shall preclude Scluimsl1cr from exercising its right to seck an amendment
to the land use designation or zoning of the Schlimsher Property.
XX. Cooperlttion-
Schrimsher and the City shall cooperatL: fully with L:3ch other to effectuate the terms,
conditions and intentions of this Agreement.
XXI. AlJtboritv.
Each party hereby represents and warrants to the other that they have full power and
authOt;ty to enter into this Agreement. Schl;msher also represents thal all legal and equitable
title to the Schrimsher Property is currently vested in <ind held by Schrimsher and Schrimsher
is duly authorized to bind the Schrimsher Property to the tel111S and conditions containL:d in
this Agreement. City also represents that all requirements and procedures, including public
hearings. have been properly conducted so that the execution hereof by the City shall
constitute the final action of the City.
XXII. Notices.
Any notice required or allowed to be delivered hereunder shall be in writing and shall
be deemed 10 be delivered when: (a) hand delivered 10 the o[ficial hereinaner designated. or
(b) upon receipt of such notice. when deposited in the United States mail, p05tage prepaid,
cortiJiecl or registered mail, rt:lurn receipt requested. or (c) one day after deposit with a
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nationally recognized ovemight courier service, e.g. Federal Express, Purolator, Airbome,
Express Mail etc., addressed 10 a party at the other aclc1ross as specified below or [rom time
to time hy wnllen notice 10 the other party tklivcrecl in accordance herewith.
Schrimsher:
With Copy
to:
City:
With Copy
to:
XXlII. DcfullltS.
Schrimsher Land F LInd 198() - n. V & VI. Ltd.
c/o Michael A. Schrimsher
Schrimsher Properties
600 E. Colonial Dlive, Suile 100
Orlando, Florida 32803
Phone: 407/423/7600
Fax: 407/648/9230
Michael J. Grindstaff, Esquire
Shutts & Bowen LLP
20 N, Orange Avenue, Suile 1000
Orlando, florida 32801
Phone: 407/423/3200
Fax: 407/425/831 (j
Ronald W, McLemore
City Manager
City of Winter Springs
1126 East St:Jte Road 434
Winter SpJings, Florida 32708
Telephone: 407/327/5957
Fax: 407/327/4753
Anthony A. Garganese
City Attorney of Winter Springs
Amali & Theliac, P.A.
96 Willard Street, Suite 302
Cocoa, Florida 32922
Phone: (407) 639-1320
Fa.x: (407) 639-6@O
Failure by either party to pl.:rfOml each and everyone of its obligations hereunder
shall constitute a default, entitling the nondefaulling pinty to pursue whatever remedies are
available to illmder Florida lnw or equity including, without limitation, an action for specific
performance and/or injunctive relief. Prior lo any pany filing any action as a result ora
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default LLnder this Agreement, tile nondefaulling puny shull first provide the defaulting palty
with written notice of said default. Upon receipt of said notice, the defaulting party shall be
provided a thirty (30) day opporrunity in which 10 cure the default to t.he reasonable
satisfaction of the nondefaulting party prior to filing said action, The prevailing party ill any
litigation arising under this Agreement sh~ll be entitkd to Cl:covcr its reasonable attorney's
fees and costs, whether incurred at tri31 or appeal.
XXIV. Successors :.nd Assie"s.
This Agreement shall automatically be binding upon and shall inure to the benefit of
the successors and assigns 0 f each 0 f the parties,
xxv. A.pplicable Law.
This Agreement shall be govcllll:d by and conslt11cd in 3ccordance with the laws of
the State of Florida.
XXVI. Amendments.
This Agreement shull not be modified or amended excepL by wriHen agreement duly
executed by both parties herelO.
xxvn. Entire A~rccmcnt.
This Agreeml:nt supersedes any other agreement, oral or written, and contains the
entire agreement between the City and Schrimsher as to the subject matter hereof.
XXVIII. Seyerllbilitv.
rr any provision of this Agreement sllJll be held to he invalid or unenforceable 10 any
extent by a court of competent jurisdiction. the same shall nm affect in any resp.;cc the
validity or en fOTceability of the remainder of this Agreement.
XXIX. Effective Oate.
This Agreement shall become effective tlpon approval by the City Commission of
Winter Springs and execlLlion oC this Agreement by both parties,
XXX. Recordation.
Within sixty (60) days following the effective date hereof, a shan fomll11emorandum
of this Agreement signed by both the CilY and Schrimsher sha! \ be recorded in the public
records of Seminole County. Florida and !'l1all rtln with the Scllfimshe.r Property, Tile
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memorandum shall include the legal description o[the real property described in Exhibit B-1
(the "Schrimsher ProperlY") and Exhibit B-2 (the propclty OVv'l1cd by Schrimsher that is 110t
included in the Town Center Distl;ct) and shall otllenvise be in a fOTl111llutuully acceptable
to the City and Schrimsher.
XXX!. Relationship of the Pllrties.
The relationship of tile parties to this Agreement is contractual and Schrimsher is e1l1
independent contractor and not an agent of the City. Nothing herein shall be deemed to
create a joint venture or plincipal-agent relationship between the parties, and neither party
is authorized to, nor shall either party act tow;ml third persons or the public in any manner
which would indicate any such relationship with the other.
XXXII. Sovereie.n lmmunily.
Nothing contained in this Agreement sha]] be constmeclas a. waiver oftlle City's right
to sovereign immunity under Section 768.28, Florida Statutes, or ,my other limitation on the
City's potentialliubility lmder state and feclerallaw.
XXXIII. City's police power.
The City hereby reserves all police powers granted to the City by lflw. In no way
shall this Agreement be construed <IS the City bi.lrgaining i.lway or sUlTcndcring its police
powers.
XXXIV. Force Majeure,
The parties agree that in the event thatlhe failure by either party to accomplish any
action required hereunder within a specified time period ("Time Period") constitutes a
de [ault underthe lelms of this Agreement :md, i fany such fai lure is due to any un foreseeable
or unpredictable event or condition beyond the control of such party, including, but not
limited to, acts of God, acts of govemment auth01ity (olher than the City's own acts), acts
of public enemy or war, rioLs, civil disturbances. power failure, shortages of labor or
matelials, injunction or other court proceedings beyond the control of such party, or severe
adverse weather conditions ("Uncontrollable Event"), then, notwithstanding any provision
of this Agreement to the contrary. that failure shall not constitute a default under this
Agreement and any Time Period proscribed hereunder shull be extended by the amount of
time that such party was unable to perform solely due to the Uncontrollable Event.
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XXXV .1 n terpr~tlltjon.
The parties hereby agree and acknowledge that they have both participated equally
in th~ draitillg of this Agreement and no party shall be favored or disfavored regarding the
interpretation of this AgrecmC:l1t in the event of a dispute between the pmties.
XXXVI. permits.
The failure oflhis Agreelllcntto address any particular City, county, state, and federal
permit, condition, term, or restriction shall not relieve Schrimsher or the City 0 rthe necessity
of complying with the law governing said permitting rcquirements, conditions, t~Jln, or
restriction.
XXXVII. Third Party R.i~hts.
This Agreement is not a third patty beneficiary contract and shall not in any way
whatsoever create any rights on behal f of any third party.
XXXVIII. Counterparts.
This Agreement may be execllted in any numher 0 f counterparts, each of which when
so executed and delivered shall be considered an original agreement; but such countell)~l\ts
shall together constitute but one and the same instrument.
XXXIX. Stllte Grant.
The parties acknowledge that the City has filed a grant application to the State of
Florida for the purpose of obtaining grunt funds to allow the State of Florida to purchase
Magnolia Park and Wetland Parle. Schrimsher agrees to reasonably cooperate to allow the
City to obtain said grant funds lInd i f said grant funds are obtained, Schrimsher and the City
agree that said grant funds shall be expended in a manner mutually acceptable [0 both parties
to benefit the Schrimsher 'Property and the Town Center District (i,c., Magnolia Park and
Wetland Park and Cross Trail Seminole Trail Improvcments). Provided, however. in no
event shall Schrimsher be required to convey Magnolia Park or Wetland Park directly to t.he
State of Florida nor are the City's and Schrimsher's Obligations hereunder in any way
contingent upon the success or failure of the City obt<lining such grant funds (specitically,
including, without limitation, lhe City's obligations sel forth in Article V hereunder and
Schl;msher's Ohli gations set fOlth in Article IV hereunder).
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XLIV. Land Use rcr~~ntnecs
The City agrees that the Schrimsher Property will be entitled to the same minimum
mix of land use percentages as set forth in the City's Comprehensive Plan.
XLV. COl.lhnuntion of "A~ri~\I!tural Classiliqtion~
The (jJy acknowlectJ;e:- lllf\t Schrimsher may rCQnlinue to lIse 'IU~9J a portion of the
Schri1llsh~pel1xjD,Lf1f~dc111tl1ral TlUm~l.:<;.~S (incluclin~.n'l [Ide cattle operatiQ.n) llntil
sucl:J. time 4s~lhe Schrimsher I:.m.pcrty is ~p~~hlJ_accorcL'l~ ~ilh a City-anDrov~sl
9~viili1pmenl. "Nothing ill the Tawil Center Dislric.t Code is inten.qcclill.imp.Jill:...m:.n~
Schrims~~ existing "<IgricqlH1L<'jL cJa.ssifiC4ligp" (for ad valore~.-p...!!IP-osesL>>s lonw
and to_Jlle extent (hilt Schrimsher m~iDtains a bOI)'l fide (\grlcul1und a.peLation on (h~
~n1sher Proflert~ in accordance with:lll applicqhle laws. The CilyJpIJ]lcr acknowl~~
,tlpt Schrimsher may maintain, r~place. relocate ang erect burbec} wire, plain wire n~
other typ~_o[ fencing ill cbllJlection with Schrimsher's agricH.1tmal usesJillillJ1~ relocalion
,aflhe Cro.~s Semipolc Trail or \.lw dcvclo[lmen~ o[less thJIl :111 ofU~e Schrimsher Prop..M:L
~~ VJ. COJl--'Jk~
Sho\.l.lc! ~!JY conflict ~uiseJ~ween the pJ:QYj,~jons of Town Cen1er District Caele:mQ
other 109il] land developm~nt regulations f9rJLlC City ofWifl\&,rjnrings on one band ~md thi::;
Mf;~.fTlcnt on the o\her,-1h~J)[()Visio_r.5 Qrthi~6.gJ~~eJl.t shall apply. 19 the extent. U:mL.hllli
Agreement is silent where To\V~ Center Dislricl~Qdc nr other l.9c:lI land deve]Qp-J~1Qill
regulations Ior the City ofWjntcr Springs J;ov_~.rn. they shaH ap-p-~
IN WITNESS WHEREOF, Schrimsher and the City have executed this Agreement
in form sufficient to bind them <IS or the day and year first above wriiten.
"SCHRlMSHER"
\VlTNESSES;
SCHRIMSHER LAND FUND 1986-II,
LTD., a Florida limited partnership
By: Schrimsher Inc., a Florida
corporation
Print Name:
By:
Michael A. Schrimsher,
Vice President
Print Name:
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SHUTTS & BOWEN
SCHRlMSHKR LAND FUND V, LTD.,
.t Florida limited partnership
By: Schrimsher Inc., a Florida
corporation
By:
Michael A. Schrimsher,
Vice President
SCHRIMSHER LAND (fUND VI,
LTD., a Florida limited partnership
By: Schrimsher Tnc" a Florida
corporation
By:
Micllael A. Schrimsher,
Vice President
CITY OF WINTER SPRINGS
a Florida Municipal Corporation
By:
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WrT>.I'ESSES:
Print Name:
Print Name:
WITNESSES:
Print Name:
Print Name:
WITNESSES:
Print Name:
Print Name:
Of<LDOCS 1001.263.8 Lllf
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Subiect
Cross Seminole Trail Street
Lake Trai 1 Parle
Magnolia Park
Main Street Improvement Area
Rustic Residential Prope11y
Schrimsher Properly
Excluded Schrimsher Property
Spine Roud
Town Center Plan
Town Center District
Town Center District Code
Wetland Park
Recordable Short Fan" Memo
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Reference in Agreement
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Oef. ll.f)
Def, ILg)
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Der. lLk)
Der. TI,I)
DcL ILm)
DcL l1.ll)
Oef. n.o)
Arlicle XXX
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------------------ COMP AlliSON or FOOTERS --________________
-FOOTER 1-
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, . .-.....
NEIGHBORHOOD PARKS -...::::~' ........ ......./. / ~ \'~ "
7 J (', '" / ' .J' ,/\
f.j'\ 0.45 AC f4"\ 0.42 AC . l'. ')0. ........./ ~. /, .~
\..V \3J , I' '-- . . ...-'\ . /\
o 0.44 AC @ 0.44 AC ~~ / !.~....\ \'\.J
o Omitted ~ / \. \_,1 Y:
LAKE TRAIL PARK@0.85 AC ~,'~.~ /I~_\_' /f
MAGNOLIA PARK (2) 0.79 AC ,/ ~ ~ .~, .(/ .-' I \
'I . ~ '\
WETLANDS Ati\18 19.5 AC WETLANDS .,.... l '~ I
PARK ~3.86 AC UPLANDS 'I .f'........... , .~ 1 /- . \
TRAIL ENTRANCE @ 0.15 AC ~ (( 'J../~\,> "'-'",..('" \'" .~
~bJI' rjfL ~ ~\~ ...- ~ 'Y~. ./~:-~. ....,~\ \ '\ .
.~~' ~(' \:'~'~', \~ \
~ '/ -. - \."'. . ~,~ , '''. \
i i..t '-Ir-.~!~ :~~.", /~. \\ \ L>>
~ -~~~__j/ l r : . \'v</ ,'. ~. V LAKE
-........~, '7/ Ii If .(. ~i'v<.~. r; ~=
~~ ". \E) ,/
,~I . ~Paved Trail .~\ ( \\ \,.-
, ~ r fG .. !! 'J ~. ulnpave~ {rail ~ r---
~ r=r WETLANDS PARK I L , , ~ L. j
4!.J \V L:._:, . .
~ ffLP" , ~. --- Edge Drive r '. ~ l
'11'- , ~ MAGNOIJA PARK
. ~'.i>. . i>. .:I...Z..... ''I~'I '11 . - , 'I M\II i
~j Spine Road (Collector) l r 1(0 ~:
)~\... ~v'<,,;. i . - /1bJJ _ 2j L.J I
//' '...htJ. Edge Drive W . rr' 11 J
//' ~, '- t, ~ /.' i' JII .
. Main Street~~~.~ / ./) .i .f:",r:l ?
"~h~~ '~ Paved Troll \. /)
" .-/J..' .IX X X X ')(-~ ~ " "'~' if , )) ,i '1/1
,"i..V~ ( ..., A ~ /j '-
~ ......~/~~ . .~. Ii,
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~'X''''''XXXXi . ~ ,A/I ~ \
...~. ..~ ~ Squar~( X X x ;n.~ . ~. -,. ,,'\ ~. . '- -...#.V J'"o
~xXx)( ~:~ ........~,. !r- ,I..",~. ,b 7' '/,)
~ x.;<><~xXxXxX~A v?Y\ II * \. '\ ~~ 7' I I
.~ ,X xXxxxxxxx x ~ ~ ~V/ . \. Edge Drive _ '/ / I I ~
~.J<.. X X X X X X x:.y ~ ' ~ \. '\. '" \." ,
~~~\ ~" fi, "V', ~- ---/ / II
~ X X 0/ /?,")\. ..J,,~. 'v - ( /
~W ~"\.:-' . /,\, )-~ 4 . - '\.-
)~. \."v": . . ' . ...~/ ~ . ~ ~_
~, .~ ~V:;7' ./ " o.',~ j*-_
I ' ~ #~ ~ ~/ ~ 5 ,-~,
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I '~. ~',~ ,,~'~:,"'\..A' .~~>'-./. ~'~~10." ( ........,
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I ). ~ ~, \.\..4 ~ '" ' ~ ~ /)
I ,h' .~~~' ..4,"'\'. /'~~'~ .J ~:~ // /1
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r, '( \, < ,~' /.....-
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~~ PROPOSED /\. ,,",
5/8/2000 '~\~, LIFT STATION'\..<,
1MrP""l!-r-I . I EXHIBIT "A"
D tOO aDD 4DD
EXISllNG TRAIL ALIGNMENT
UNPAVED TRAIL
PAVED TRAIL
SPINE ROAD (COLLECTOR)
EDGE DRIVE
CROSS SEMINOLE TRAIL STREET
MAIN STREET
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