HomeMy WebLinkAbout2000 05 22 Regular A Schrimsher Land Fund Agreement
Date: 05222000
Changes made to the Agreement - will be
brought back on 6/12/00.
COMMISSION AGENDA
ITEM A
Consent
Informational
Public Hearin s
Re ular
x
Mav 22. 2000
Meeting
~9i
Authorization .
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.
NOTE: The City Attorney will have the agreement in your box Friday.
PURPOSE: The purpose of this Agenda item is to adopt the agreement between Schrimsher
Properties and the City regarding the Town Center.
CONSIDERATION: On May 8,2000 the City Commission voted to instruct the City Manager
and City Attorney to change the wording in the agreement to assure that the land area devoted to
Magnolia Square was not less than 0.79 acres, the land area of Wetland Park was 23.36 acres more or
less with a four (4) percent maximum variance; to meet with Dover, Kohl & Partners and
Schrimsher Properties to reconfigure Magnolia Square and assist Schrimsher properties to the
greatest extent possible in obtaining state approval to locate a portion of Edge Drive south of
Magnolia Square on State owned property.
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: Agreement between the City of Winter Springs and Schrimsher Land Fund.
Section II 0) - "Wetland Park" definition pursuant to City Commission direction:
"Wetland Park" shall mean that portion of the Schrimsher Property more 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 of Wetland Park may
be adjusted depending upon the actual location of Spine Road and the actual location of Cross
Seminole Trail. provided the adiustment in total acreage of Wetland Park does not exceed
four percent (4.0 %) more or less.
DRAFT 5/17100 5/22/00
Pt'epured by:
Retutll to:
AGREEMENT
An Agreement made and entered into this _ day of ----' 2000 by and among
Schrim5her Land Fund 1986 - IT, Ltd" Schrimsher Land Fund V, Ltd., and Schrimsher Land
FW1d VI, Ltd., herein referred to as "Schrimsher" and the City of Winter Springs, a mUnicipal
corporation existing under the laws of the State of Florida herein referred to as "City".
MelT ALS
1. WHEREAS, Section 163.3167. Florida Statutes provides that each local governlllent
is encouraged to articulate a vision of the future physical appearance and qualities of its
community as a component of the local cOll1prehensive plan through a collabot'ative planning
process with meaningful public participation, and
2, WHEREAS, the City completed a comprehensive phuming study, WiUl extensive
public participation [tolD local residents and local, county. and state officials, which resulted
in the adoption of the Winter Springs Town Center Plan, and
3.' WIlEREAS1 Schrimsher owns land located within the boundaries of the City of
Winter Springs Towo Center , and
4 . WHEREAS, Scluimsher and City desire to memorialize theil' understandings and
agreement regarding their respective interests, expectations, and intentions conJained in this
Agreement regarding the T OWl1 Center.
NOW THEREFORE in consideration of the terms atId condition set forth in this
Agreement, and other good nnd valuable consideration, the receipt of which is hereby
acknowledged by the parties, the City and Schrimsher agree to the following:
J. IncorporAtion of Recitals.
The foregoing recitals are true and correct and are 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 fullowing WOrdll and phraaes when
used in this Agreement shall have the moaning ascribed below:
a) "Clty" shall mean the City of Winter Springs, a Florida m.unicipal corporation.
b) "CIty Code" shan mean the City Code of the City of Winter Springs, Florida.
c) "Cross Seminole TraU Street" shall mean that segment of a roadway {formcrl~
known all "Cross Seminole TraU Street'') to be located upon the Schrimsher Property in
a location geller:ally depicted in the boundary map attached hereto as Exhibit uA", which is
hereby fully incorporated herein by this reference.
d) "East Market Square Parcel" shall mean that portion of Schrim.sher Propcrty
more particularly described in the boundary map attached hereto as Exhibit" An which is
hereby fully incorporated herein by this reference. 'The East Market Square Parcel shall be
approximately eight and 25/10Oths (8.25) acres in size.
e) "Lake Trail Park" shall mean that portion of Sclu-imshcr ProperLy more
particularly described in the bOWldary map attached hereto as Exhibit" A" which is hereby
fully incorporated herein by this reference, Lake Trail Park shall (i) not be less than 0.85
acres in size (ii) have no less than three h\mdred (300) feet of road frontage on its western
boundary, (iii) be contiguous to either a City approved Schrimshcr development or a
retention pond on its northern boundary and (iv) be contiguous to the unpaved portion ofthe
Cross Seminole Tmil on its eastern boundary.
f) "Magnolia Park" shall mean that portion of the Schrimsher Property more
particularly doscribed in the bound:!ry map attached hereto as Exhibit "A" which is hereby
fully incorporated herein by this reference, Magnolia Park shall cOllsist of &l'pre-xiffllitcly
~not less t.hon seventy-nine/one h\Uldredths ~ aeres as depicted on Exhibit
"A" unless etherwige another configuration is agreed unon by the parties in writing. :pfte
Cit) mtlj tdilme hmS3 anile former CSX ntilrells1i.,,~ e'lJfl.ed by the B8ftl'fi ofTruatCt3 of the
lfttcmal Impro"iement-Ftt!l.d 8f~e Stak; ofFloriaa ""l'i~ lh.eir BWt'O"illl t8 expand the Bize of
Magnolia Park.
g) "Main Street Improvements" shall mean that portion of Tuskawilla Road
described as Main Street on the Town Center District Code and located from State Road 434
to Magnolia Park (including pavement, curbs and gutters, and stonnwatcr faci Ii ties ); as more
particularly described in the boundary map attached hereto as Exhibit "A" which is hereby
fully incorporated herein by tIus reference,
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11) "Rustic Residential Property" shall mean the real property OWlled by
Schrimsher whieh currently has a rustic residential futurc land use designation on the City's
Future Land Use Map.
i) "Schrimsher" shall mean Schrimsher Land Fuud 1986 - n, LTD., Schrimsher
Land Fund V, L ro, and Scbriu15her Land Fund VI, L TO, collectively and individually.
j) "Schrimsher Property" shall mean the real property owned by Schrimsher and
located in the Town Center District, as more particularly described in Exhibit "B- t.. which
is hereby fully inco1'poratcd herein by this reference. Tt is Q:pre:1sly ae:k:nO'Wle6.g~ that IlO
portion of that roal property described Oft Exhibit "B 2" altaelu:d hereto Il!'la fully
incorporated httc;tn by rofCH:nec i3 i"tendat to be; ifteltl8ed i!t tfttJ Schrifmher Propcrt). or1fte
T6Wft Center District.
k) "Spine Road" shall mcan the proposed collector road traversing Schrimsher
Property and running from State Road 434 to Tuskawil1a Road (including pavement, curbs
Bnd gutters, and stormwater facilities). Said road shall also run adjacent to Wetland Park as
a single-loaded road. Spine Road will run as close as practicable to the Wetland Park in
order to reduce the amount ofisolated uplands between Spine Road and Wetland Park. The
location of Spine Road is generally depicted in the sketch attached hereto as Exhibit "A"
which i9 hereby fully incorporated herein by this reference,
1) "Town Center Plan" shall mean the sketch concept plan etltiHed "Winter Springs
Town Center Master Plan", prepared by Dover, Kohl & Partners, dated March 23, 1998, a
copy ofwruch is attached hereto as Exhibit "C" and hereby fully incorporated herein by this
reference.
m) "Town Center D'strl~tll shall mean the town center area located in the City of
Winter Springs that is depicted in the attached Exhibit "0" which is hereby fully
incorporated herein by this reference,
n) "Town Center District Code" shall mean the town center zoning district code
adopted by the City Commission of Winter Springs 011 , which is
attached hereto as Exhibit "E" and hereby fully incorporated herein by this reference,
0) "Wetland Parl(" shall mean that portion of the Schrimsher Property more
particularly described in the boundary map attached hereto as Exhibit "An which is hereby
fully incorporated hcrcin by this reference, Wetland Park shall consist of apprexitnat:ely
~ .not less tban twenty-two and 23/1 Oaths (21,1~ acres as generally depicted on
Exhibit "A" with the understanding that the actual configU11dion oCWetland Park tnay be
adjusted depending upon the actual location of Spine Road and the: actual location of the
CI'OSS Seminole Trail.
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fit. Trail Realignment.
A portion of tho Schrimsher Property is presently encumbered by the former CSX
railroad line: now owned by the Board of Trustees of the IntemaJ Improvement Fund of the
State of Florida and which is intended to be improved and converted to a public nature aud
recreational trail ("Cross Seminole Trail"). To enhance the location of the Cross Seminole
Trail, for trail users and to incorporate the O-oss Seminole Trail into the Town Center, as
well as accommodate a more orderly development oftite Schrimsher Property, the City and
Schrimsher agree as follows:
a) For purposes ofrealigllillg tlle Cross Seminole Trail in accordance with the Town
Center PJau, Schrimsher (in exchange for receiving fee-simple ownership of a portion ofthe
CUlTent alignment of the Cross Seminole Trail consisting of approximately 4:6 4.2 acres)
agrees to donate property located within the bowularies of the Schrimsher Property, as
generally depicted 011 Exhibit "A" attached hereto, to the State of Florida in accordance with
mles and procedures of the Florida Office ofGrccnways and Trails ("FOG&T"). Provided,
however, the City acknowledges that the unpaved portion of the Cross Seminole 'l'll'ail
traversing the easterly aud northerly portion of the Schrimsher Property shall be located
adjacent to or as close as praclicable to the contiguous wetlands (lying easterly and northerly
of the Schrimsher Property) in order to minimize the amount of isolated uplands (Le.,
nOll-wetlands) located between the unpaved portion of the Cross Seminole Traill111d such
wetlands (the "rsolnted Uplands"), The City acknowledges that any such Isolated Uplands
may be included in the land exchange with the State of Florida to meet the 4<2 to 1" ratio
exchange requirement of the FOG&T if allowed by the FOG&T. The City alBo agrees nol
to oppose any further minor modifications to the alignment of thc Cross Seminole Trail
located within the Schrimsher Property provided such minor modifications are approved in
writing by the FOO&T and do not materially adversely affect the intent and concepts ofthe
Town Center District Code and the minor modifications arc cOl1sistent with the terms and
conditions of this Agreement.
::the CUY-DJu'_ees to see!, the 8DDroorlnte IlDProvsls to vacate 01.' oth.crwise utilize
that Dart of the current allenment of Cro!!! SemInole Trail lying sooth of MamoUa
Park and westerlY of Wetland Park for th~'I.tail Access Lane Dotllon of Edlle Drive
3Jl..dlol'.-Dsrklne. Durposes; and Schrimsher BIll"ecs to snDuort and not onDOse such eft'ort
on the3lRrt oLthe Clt~. If the City 151 un!luccessful hunch effort then Scltrlmsber shall
have the oDtlon. but not the obUe.atlon. of causinll said TraJl Access Lane Dortlo.n of
EdE~ Drive to be constructed uoonjhc Schrimsher Prooertv adjacent to such sellment
of the current .lhUlment of the Cross Seminole Trail.
lIthe City elects tQ.l.cek the approoriate approvals to vacate orotberwtse utilize
for any uurDose any Dart ot'that bortlo" of the curren t albmmen t of C.'oss Seminole
TrlllI lyl"1l eB8t or aad contle.uous to Maenolla Park (between MaDollA PodLRnd
Wetland Park), Schrimsher DereeR to SI,lD.Port and not oPbose such effort OD the Dart
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of the elt.!. LIkewise. U' Schrimsher elects to seclc the 8QProprlate HPprovals to vacate
or otherwise utiUze for any purpose. Rny part of the current alll!!nmeot of Cross
Seminole TrolllYlnl! north nfMqeaoJI8 Park and we!lted~ofWetlllnd Park. the Clt)(
~ce8 to support and not oppose ,ueh etTort on the Dart of Schrimsher.
Schrimsher and the City also agree that the east-west section of the paved portion of
tho Cross Seminole Trail may be located 011 the northem side of Edge Drive (as gellerally
depicted 011 Exhibit uA" attached hereto) &0 long as the Cross Seminole Trail does not reduce
the width of Edge Drive,
b) At the time Scluimsher donates such property located within the boundaries of
the Schrimsher Property, Schrimsher shall reserve (i) perpetual easements fur roadways and
utility purposes (including, without limitation, sewer, water, drainage, natural gas, cable,
electricity and tclephone) (the "Roadway/Utility Easements"), crossing over and under the
Cross Seminole Trail at the locations generally depicted on Exhibit "A" where roadways
and/or utilities overlap or intersect with the Cros5-Seminole Trail; and (ii) a fifteen toot (t 5')
temporary construction and a five foot (5') pcrpetual maintenance easement for construction
and maintenance of tIle Wall defined in Article XI below (the "Wall Easements").
Schrimsher agrees to dedicate such RoadwaylUtility 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 fonn acceptable to the City.
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 ofthe Cross Seminole Trail which is located on the property to
be donElted by Scluimsher. The survey shall include sketches and legal descriptions of the
locations for the RoadwaylUtility 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 Ute Cross Seminole Trail and, to the
extent permitted by law, to inderrmify and hold Schrhl1sher and Schrimsher Property
harmless against any loss, damage, liens or expenses, associated with or resulting from the
City's design, engineering, permitting, surveying. constructing and maintaining the Cross
Seminole Trail. The City will coordinate with Scluimsher to identify the location of the
RoadwaylUtility Easements and the Wall Easements.
City agrees that Schrimsher's engineers (who shall be qual1fi.ed and experienced in
roadway and/or "trail" engineering and pennittiug) and surveyors will be able to review and
provide input into the design, surveying and pennitting process for that portion of the Cross
Seminole Trail located within the Schrimsher Property; and that any aud all surveys and
related applications andlorsubmittals to all applicable govemmental agencies Ulat 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 such input pursuant to the City's reasonable time schedule,
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d) City and Schrimsher agree to cooperate with each otner, Scttlinole County, the
Florida Department of El1Vironmental Protection and al1 other I,ecessary governmental
agencies and interest groUP5 to effectuate the Cross Seminole Trail realignment on
Schrimsher Property.
IV. Conveyances from Schrimsher to the City.
a) Schrimsher agrees that at such time as the City obtains all permits necessary to
constroct, install. and extend (i,c., "stub-in") the sewer and water facilities to the Schrimsher
Property as required in Article V b) below, Schrimsher wilt convey to the City fee simple
title to Magnolia Park and Wetland Park.
b) Schrimsher also 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
by special exception granted by the City Commission of Winter Springs. Special exceptions
wi 11110t be lUUeasonab ly withheld by the City, provided the substituted Small Nei ghborhood
Square is of equal or better value than what is proposod in the Town Center District Code
with respect to property value and design, Small Neighborhood Square #5 shall be a
minimum of point forty-fout' (.44) acres. Small Neighborhood Square #4 shall be a
minimum of point forty-two (.42) acres, Small Neighborhood Square #2 shall be a mioimwn
of point forty-four (.44) acres, Small Neighborhood Squaro #1 shall be a minimum of point
forty-five (,45) acres. These minimum acreages of the Smal1 Neighborhood Squares #5, 4,
2 and 1 include all rights-of-way around the perimeter of each Small Neighborhood Squal'e
as depicted on Exhibit "A". In addition, Schrimsher shall also have the right to relocate
Small Neighborhood Square # 1 and 2 a maximum distance of250 feet in any direction from
the location depicted on Exhibit uA"; Small Neighborhood Squares #4 and #5 may be
relocated a maximum dlstal1ce of250.00 feet to the east or west, and to the south as part of
any rclocation or adjustment of Cross Seminole Trail Street. pursuant to Article XIV ofthis
Agreement. Any relocatod Small Neighborhood Square shall be located on Schrimsher
Property and shalt not overlap another Small Neighborhood Square, Lake Trail Park,
Wetland Park, Spine Road, Edge Drive, Cross Seminole Trail Street 6t', the Cross Seminole
Trail or any other then existiul! DRrk ot.rlebt-of-WDV. The di5tance shall be measured
beginning from the boundary of the subject Small Neighborhood Square that is closest to the
direction tn which said Square is relocating. The conveyances of the Small Neighborhood
Squares shall occur at such 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 #3 is
eliminated and both Small Neighborhood Square #3 and any proposed roadway between
Small Neighborhood Square #3 CU1d the East Market Square Parcel shall be included in the
East Market Square Parcel as shown on Exhibit "A".
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c) Schrimsher also agrees to COllYey Lake Trail Park to the City at the time of the
later to occur ofthe construction of(i) either a City approved SchrimBher development or a
retention pond adjacent to tho north of Lake Trail Park or (ii) the rood adjac0nt to the
westetll 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 easelnents and improvements to
rights of way and casements similar to those depicted in the Town Center District Code and
located on Schrimsher Property at such time, and 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 Schrimsher to the City so described in this
Article IV (Le. Wetland Park; Magnolia Park; Small Neighborhood Squares #1,2,4 and 5
l111d Lake Trail Park). Schrimsher shall have no further obligation to convey to tbe City any
property for park, open space or green space purposes,
f) Schrimsher shall not make any claims for extraordinary excess development costs
for single-loaded roads traversing Schrimsher Property in accordance with this Agreement
and the Town Center District Code,
v. CIty Obllaatlons.
In consideration ofScluimsher (i) conveying to the City Magnolia Park and Wetland
Park, as described in Article IV(a), (ii) conveying to the City the Small Neighborhood
Squares, Lake Trail Park, rights orway, easements, and improvements to said rights of way
and easements as described in Article IV(b), (e) and (d), (Hi) not making any claim for
single-loaded road as described in Article IV(f), and (iv) agreeing to the terms and conditions
contained in this Agreement, the City, at its expense, agrees to do the following:
a) Within eighteen (18) months from the effective date of this Agreement, extend and
connect (i.e., "stub in") City water distribution und sewer collection facilities to the
boundaries of Schrimsher Property in sufficient capacity to rea50nllbly accommodate and
guarantee the lcvel of service capacity required for the Town Center and Schrimsher
Property. Except as provided. in Article V{c) and V(d) below relating to Spine Road and
Main Street lJnprovements, the City shall not be required to extend either sewer or water
facilities into the interior portion of the Schrimsher Property unless agreed upon in future
written developer agreements. The City also guarantees sufficient capacity within the sewer
and water treatment plants to J:easonably accommodate and guarantee the level of service
required for the Town Center and Schrimsher Property. The City also agrees that no special
City water or sewer conncction charge or assessment will be app lied to Schrimsher Property
for purposes of reimbursing the City for the expel166 of extending and connecting the City's
water distribution and sewer collection facilities to Schrimsher's Property as described
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above; provided., however, individual users within the Schrimsher Property may be charged
the same normal and regulat "City-wide" connection fee that is customarily charged to all
other individual UBerB within the City for connecting inln and utilizing the "City-wide" wllter
and sewer capacity,
b) Promptly commence and within six (6) months following the date of this
Agreement, submit an application to acquire a Master Stonnwater Management Permit from
the St. John's Water Management District for the Town Center and expedite to the fullest
extent possible completion ofthe master stormwater pmnitting within the Town Center and
Schrimsher Property. City agrees that Schrimsher's engineers (who shall be qualified and
experienced in stonnwater engineering and permitting) will be able to provide input into the
design and penllitling process for the Master Stonnwater Management Peonit and that any
and all related applicatiollB and/or submittals to all applicable governmental agencies that
may affect Schrimsher Property will be subject to reasonable and timely review and approvaJ
by Schrimsher's engineers, Schrimsher's engineers shalt complete said review pursuant to
the City's reasonable time schedule and shall not unreasonably withhold said approval. In
no event will the Schrimsher Property be required to accommodate a disproportionate
area/acreage of retention ponds or amount (i,e., vol ume 01' rate) of the stonnwater generated
in Town Center unless otherwise agreed to by Schrimsher in writing.
cJ Designate Spino Road a City collector road and process an amendment to the
City's Comprehensive Plan. Traffic Circulation Element, to so designate, City also agrees,
at its expense, to begin designing, engineering, surveying and permitting Spine Road upon
the effective date of this Agreement. and the City agrees to commence good faith
construction of Spine Road within two (2) years trom said effective date and to diligently
pursue completion of such construction. Schrimsher agrees that City shall have the right of
entry and ingress and egress to and from Schrimsher Property for purposes of designing,
engineering, permitiing, surveyiug and constructing Spine Road, and, in such event, the City
agrees, to the extent pennittcd by law, to indemnify and hold Schrimsher and tho Schrimsher
Property harmless against any loss, damage, liens or expenses associated with or resulting
from the City designing. engineering, pennitting, surveying and constructing of Spine Road.
However, i fSchrimsher desires to construct Spine Road in accordance with the Town Center
District Code, prior to the City's schedule for said construction provided herein, Schrirmher
may design, C1ngincer, pennit, slu-vey, and construct Spine Road at Schrimsher's expense.
Pursuant to Winter Springs City Code, Sections 9-386 through 9-390, Schrimsher shall then
be eligible for and receive in cotulection with the development of the Schrimsher Property
transportation impact fee credits in an amount equal to Schrimsher's reasonable costs for
designing, engineering, permitting, surveying aud construction of the Spine Road which
costs shall be deemed to be f'Ot' "non-site-related improvements", Accnuxi credits shall be
applied to the development of Schrimsher Property. Regardless of which party constructs
Spine Road, the City. at ita expense and concwTently with the construction of Spine Road,
agrees to design, pennit, and COl1struct water Clnd sewer utilities for Spine Road required for
the Town Center and Schrimsher Property (the "Spine Road Utilities"). Schrimsher shall
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convey tho right of way for Spine Road to the City at such time as the City has obtained all
necessary permits for the City lo construct Spine Road or at such time that Scbtiltlsher has
completed construction of Spine Road, whichever OCClIrs first.
City agrces that Schrimsher's engineers (who shall be qualified and experienced in
roadway and water and sower utilities engineering and pennitting) will be able to review and
provide input into the design and pennitting process for Spine Rond and the Spine Road
Utilities; and that any and all related applicatiotlB at1d/or submittals to all applicable
govenunental agencies that may affect Schrimsher Property will be subj eet to the rcasonab Ie
and timely review by Schrimsher's engineers, Schrimsher's engineers shall complete said
review and provide any Buch 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 Town Center as
anticipated in the Town Center District Code,
d) Designate that portio1l of Tuskawilla Road between State Road 434 and Spine
Road a City collector road and process an amendment to the City's Comprehensive Plan,
Traffic Circulation Element. to so designate. The City also agrees, at its expense, to desigtl,
engineer, pennit, sutvey and constnlct the Main Street Improvements substantiallY within
the alillUmen! shown on Exhibit "A". The Citv Dlso a.erees to orombtlv commenee the
deshm. eneineerineand oerndttfnJLwlthln ninety (90) days oftbe effective date oftbls
Agreement. exercise their bejt efforts to commence construction as !loon as-D05slble and
to dUhzently oursue comoletton ouuch construction within two (2) yeats of the effective
date oHms Agreement. The Main Street Improvements shall be consistent with the Town
Center District Code. Schrimsher agrees to donate and convey to the City eleven (11) feet
of right-of-way in order for the City to expand Main Street to eighty-two (82) feet in width
in accordance with the Town Center District Code, The conveyance shall occur at such time
as the City has obtained all permits necessary to construct the Main Street improvements.
Because Schrimsher only owns property on one side of that portion of Tuskawilla Road
described as Main Street, Schrimsher shall only be required to convey the one-half(i.e.. not
more than eleven (11) feet wide) of the needed right-of-way which is located on
Schrimsher's side of Tuskawilla Road. Schrimsher agrees that City shall have the right of
entry and ingress and egress to iUld from tho Schrimshet Property lor purposes of designing,
engineering, permitting, surveying and constructing the Main Street lmprovemelll6, and, in
such event, the City agroes, to the extent permitted by law, to indemnify and hold Schrimsher
and the Scht'imsher Property harmless against any lOBS, damage, liellS or expenses associated
with or resulting from the City designing, engineering, permitting, surveying and
constructing the Main Street Inlprovements 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, Schrimsher may design,
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engineer, permit, survey, and construct the Main Street improvements at Schrimsher's
expense and the conveyance shall occur at sllch time Schrimsher has completed construction
ofsaid improvements. Pursuant to Wittler Springs City Code, Sections 9-386 through 9-390,
Schrimsher shall then be eligible for and receive in connection with the development ofthe
Schrimsher Property transportation impact fee credits in an amount equal to Schrimsher's
reasonable costB for design, engineering, surveying, permitting and construction ofthe Main
Street Improvements. Accmed. credits shall be applied to the development ofSchrimsber
Property, City agrees that Schrimsher's engineers (who shall be qualified and experienced
in roadway and water and sewer utilities cngjneering and pennitting) will be able to review
and provide input into the design and permitting process for the Main Street Improvements;
and that any and all related applications and/or submittals to all applicable governmental
agencies that may affecl Schrimsher Property will be subje(;t to the reasonable and timely
review by Schrimsher's engineers, Schrimsher's engineers shall complete said review and
provide any such input pursuant to the City's reasonable time schedule,
VI. Inclusion or Ptonerlv In Town Center District.
Schrimsher consents to the inclusion of the Schrimsher Propcrty into the Town
Center District subject to the terms and conditions thereof.
vn. Adoption or Town Center District Code.
Schrimsher hereby consents to the adoption of the Town Center District Code and
its applicability to the Schrimsher Property subject to the tenns and condltions hereof.
VItI. Fut!l~e-.LB.n.d Use Chanl:e.
Schrimsher and the City aclO1owledge that the future land use designation for the
Schrimsher Property shall be Town Center at such time said designation is approved by the
City, Specifically, and without limitation, the parties intend for the fu~re land use
designation under the City's Comprehensive Plan to be amended to accommodate the Town
Center District Code and to correct the (uture land use designation of the Rustic Residential
Property (to Town Center) which wru; inadvertently previously changed by City from
commercial to "rustic residential", Thc City shall immediately administratively initiate and
diligently process through completion said comprehensive plan amendments and also
effectuate auy administrative rezorung neceSSllry to implement the foregoing land use
ohange. All future land use changes shall comply with the procedures set forth in chapter
163, Florida Statutes and the City Code of Winter Springs.
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lX. EAst Market Square Parcel.
Provided that the Bite and building plan are consistent with the City Code o.nd Town
Center District Code, the City agrees and acknowledges that the East Market Square Parcel
will be aUowed to have: (i) a grocery store anchor building consisting of approximately
45,000 retail square feet; (ii) up to 45,000 square feel of additiona.l retail square feet; and
(iii) a P~fking ratio of up to five (5) spaces per 1,000 retail square feet.
x. Retention Ponds.
The retention ponds depicted on tbe Town Center Plan are moant to be conceptual
and do not necessarily indicate the actual size or location of retention ponds that may be
required as part of a development project. As part of all Schrimsher development projects
on Schrimsher Property. Schrimsher agrees to provide retention ponds in accordance with
tho Master Stonnwater Management Permit (approved by Schrimsher's engineers and
meeting the requirement of Article V(b)) local, state, and federal law and sound engineering
practices.
XI. St. Johns Landin.e..
Schrimsher agreos to provide a buffer not less than fifty (50') feet in width along the
northern boundary of the Schrimsher Property adjacent to the S1. Jolm's Landing
Subdivision. The City Agrees that said buffering mayor may not include a retention pond,
and that the width of the CrosB Seminole Tmil running along the common boundary with St.
Johns Landing Subdivision may be counted 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 southern edge of the bu.ffer.
In additiol1, Schrimsher agrees to design, pennit, and oonstruct a six (6) foot concrete
block or brick wall (the "Wall") on Schrimsher Property (or 011 property within St. John's
Landing Subdivision if approved by the owners of the applicable lots withln St. John's
Landil18 Subdivision) in connection with any commercial Or multi-family development
adjacent to the developable lots within the St. ~o111l's Landing Subdivision along or near the
current perimetel. ofthe 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 Tuskawilla Road right-or-way and shall extend to and tenninate at the southeastern
comer ofthe eastern-most developable lot contiguous to the common boundary between St.
Johns LaI1ding Subdivision and the Schrimsher Property. No portion of the Wall wilt be
required adjacent to any retention pond within the St. Johns Landing Subdivision,
Schrimsher agrees that 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 WaU to provido access to and from their Jot and Ule Cross Seminole
ORLbOcS 100'~263.9 IJ<.I'
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Trail and/or Town Center provided (i) the individual lot OWller must install and maintain the
gate at the lot owner's expenBC, (ii) the gate shall open toward the applicable lot within St.
Jolm's Landing Subdivision, und (iii) the style of the gate shall otherwige be subject to tho
reasonable written approval of both Schrimsher and the City, which shall not be
unreasonably withheld or delayed.
xn. Interior Butter Walls nnd Fentes.
Unless waived by the Development Review Committee and the City Commission,
buffer walls or fences will be required in Town Center between single family gt
multi-fnmlly residential developments on one side and loading docks, servicemeaa and trash
disposal faoilities associated with Large Peet Print Building! (8] aeHl'tcd in the: T81'\'ft Center
District Cede:) commercial develoJJment on the other side. Otherwise, buffer walls and
fences separating different types of land uses will be allowed but not req uired within the
interior portion of the Town Center District.
XUI. Wetland Delineation of Wetland Park.
TIle partie6 acknowledge that Schrimsher has previously obtained from the U.S,
Army Corp ofEllgineers and provided to the City a copy ofadclinealiOIl oftIle jurisdictional
wetland boundaries on the Scluimsher Property and that the parties have utilized such
wetland delineation to amend the Wetland Park boundary. Neither party warrants the
accuracy of such delineation and any further change in the delineation shall not result in
Schrimsher being required to convey any additional lands to the City or require the City to
reconvey to Schrimsher any portion of Wetland Park.
XlV. Cross Semlnole Trail Street
Schrimsher agrees that the Cross Seminole Trail Street will be located on Schrimsher
Property as generally depicted on Exhibit "An, However, Scmimsher may relocate tlte Cross
Seminole Trail Street to the South (toward State Road 434) a maximum distance of lOO feet
from the location depicted on Exhibit "A". Schrimsher may i:llso make minor adjustments
to the location of the CrOS5 Seminole Trail Street in order to straighten the Cross Seminole
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 relocated or adjusted. Small
Neighborhood Squares #4 and #5 shall maintain their relative locations with access to and
alignment 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 Snwt, the right-of-way for Cross Seminole Trail
Street shall be reduced ftom 78 feet to 60 feet in width. similar to the design of a Town
Center Street and the location and shape of Small Neighborhood Squares #4 and 5 shall shift
accordingly.
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XV. Snine Road Traffle: Slenal.
In conjunction with thc construction of the Sp1ne Road north or south of State Road
434, the City will cooperate with the Florida Department ofTransportntion and Schrimsher
ill any proposal to install a traffic signal at the intersection of the Spino Road ID1d State Road
434 and to install a median break within State Road 434 approximately midway between dle
intersections at TUBkawilla Road IlI1d the Spine Road. Nothing herein is intended to obligate
the City to contribute ill1Y funds toward the cost orthe traffic signal or median cut.
XVI. Connection to TuskBwUla Road.
The City agrees to cooperate with Schrimsher to allow Schrimsher to design, permit,
and construct a road along the existing right-of-way behind the UMobil Service Station"
cWTentlyon the comer of Stato Road 434 and TuskawilJa Road, which mayor may not be
designed to connect Tuskawilla Road with a frontage road 50uth of Stale Road 434,
However, the design, permitting, and construction of said road shall be consistent with the
City Code, .subject to site plan review and approval by the City, and at Schrimsher's sole cost
and expense.
XVll. Greensoace and Open~pace Reanirerncnts. Land!lcopina-Requirements. Both
partie8 agree that there are no minimum greenspace or open space requirements within the
TOWil 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.
XVIII. Dla~ram!l/"lUu8ttative Purpo~ Onlv",
Except for Wetland Park, Magnolia Park, the Small Neighborhood Squares (#1, 2,
4 and 5), Lake Trail Park, Cross Seminole Trail, the Cross Seminate Trail Street, Main Street
Improvements, and Spine Road, wWch are expressly agreed to by Schrimsher and City
pursuant to this Agreement (subj eet to applicable relocation provisions 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 depjcted on Schrimsher Property, are for
"illustrative pnrpOtie& only" and are intended only to illustrate the intent and concepts ofthe
Town Center District Code,
XIX. Periodic Review.
This Agreement shall be subject to periodic review by the parties, Periodically, City
and Schrimsher agree to cooperate and meet in good faith to discuss the progress made lUlder
this Agreement and whether nny amendments should be made to this Agreement in
furtherance ofeach others mutual interest6, Additional! y, during said review, the parties may
discuss proposing amendments to the Tow11 Center District Code which may be nceded to
promote the public's interest in creating an economically viable Town Center. Nothing in
oRlooca 1oo1~26J.9IJl.F
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this Agreement shall preclude Schrimsher from exercising its right to seek an amendment
to the land use designation or ~oning of the Sduimsher Property.
XX. Cooperation.
Schrimsher and the City shall cooperate fully with each other to effectuate the temlS,
conditions mtd intentions of this Agreement. '
XXI. Authority.
Each party hereby represents and warrants to the other that they have full powor and
authority to enter into this Agreement. Schrimsher also represent5 that alllegat and equitable
title to the Schrimsher Property is currently vested in and held by Schrimsher and Schrimsher
is duly authorized to bind the Schrimsher Property to the tarins and conditions contained 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 deli vercd hereunder shatt be in writing and shall
be deemed to be delivered when: (a) hand delivered to the official hereinafter designated, or
(b) upon receipt ofsuch 110tice, when deposited in the United States mail, postage prepaid,
certified or registered mail, return receipt requested, or (c) one day after deposit with a
nationally recognized overnight courier service, e.g. Federal Express, Purolator, Airborne,
Express Mail etc., addressed to a party at the other address as specified below or from time
to time by written notice to the other party delivered in accordance herewith,
Schrimsher:
Schrimsher Land Fund 1986 - 11, V & VI, Ltd.
c/o Michael A. Schrimsher
Schri1relher Properties
600 E. Colonial Drive, Suite 100
Orlando, Florida 32803
Phone: 407/423/7600
Fax: 407/648/9230
With Copy
to:
Michaol1. Grindstaff, Esquire
ShuttB & Bowen LLP
20 N, Orange Avenue, Suite 1000
Orlando, Florida 32801
Phone: 407/423/3200
Fax: 407/425/8316
ORtOOCS 10014.1.63,8 LIIF
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City:
With Copy
to:
XXIII. Defaulh.
Ronald W. McLemore
City Manager
City of Winter Springs
1126 Eust State Road 434
Winter Springs, Florida 32708
Telephol1e: 407/327/5957
Fax: 407/327/4753
Anthony A. Gargancse
City Attomey of Winter Springs
Amari & Theriac, P.A.
96 Willard Street, Suite 302
Cocoa, Florida 32922
Phone: (407) 639-1320
Fax: (407) 639-6690
Failure by either party to perform each and every one of its obligations hereunder
shalt cOllslitute a defau.lt, entitling dIe nondcfaulting party to pursue whatever remedies are
available to it under Florida law ot' equity including, without limitation, an action for specific
perfonnance and/or injunctive relief. Prior to any party filing any action 89 a result of u
default under this Agreement, the nondefaulting party shall first provide the defaulting party
with written notice of said default. Upon teceipt of said notice, the defaulting party shall be
provided a thirty (30) day opportunity in which to cure the default to the reasonable
satisfaction of the 1l0ndefaulting party prior to filing said action. The prevailing party in any
litigation arising undor this Agreement shall be entitled to recover its reasonable attorney's
fees and costs, whether incurred at trial or appeal.
XXIV. SJlCcesSOf-' and ASlilltlls.
This Agreement shaH automatically be binding upon and shall inure to the benefit of
the successors and assigns of each of the parties.
xxv. Applicable Law.
TillS Agreement shall be govcmed by and co1tstrued in accordance with the laws of
the State of Florida.
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XXVI. Amendments.
This Agreement shall not be modifiod or amended except by written agreement duly
executed by both parties hereto.
xxvn. Entire A~re.:ment.
This Agrceme11t supert>edes any other agreement, oral or written, and contains the
entire agreement between the City Il11d Schrimsher as to the subject matter hereof.
XXVlJI. Severability.
Ifany provision ofthis Agreement shall be held to be invalid or unenforceable to any
extent by a court of COlnpetent jurisdictioll, the same shall not affect in any respect the
validity or enforceability of the remainder of this Agreement.
XXIX. EffectIve Date.
TIus Agreement shall become effective upon approval by the City Commission of
Winter Springs and execution of this Agreement by both parties,
XXX. RecordJjttoD.
Within sixty (60) days following the effective date hereof, a short fOlm memorandum
of this Agreement signed by both the City and Schrimsher shall be recorded in the public
reweds of Seminole County, Florida and shall run with the Schrimsher Property. The
memorandum shall include the legal description ofthe real propeliy described in Exhibit B-1
(the "Schrimsher Property") and Exhibit B~2 (the property owned by Schrimsher that is not
included ill the Town Center District) nnd shall otherwise be in a fotm mutually acceptable
to the City and Schrimsher.
XXXI. RelatlonshlD of the Parties.
The relationship of the parties to thiB Agreement is contractual and Schrimsher is an
independent contractor and not an agent of the City, Nothing herein shall be deemed to
create a joint venture or prit1cipal~agent relationship between the parties, and neither party
is authorized to, nor shall either party act toward third persons or the public in any manner
which would indicate any such relatiOllship with the other.
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XXXII. Soverelan Immuni~
Nothing contained in this Agreement shall be construed us [l waiver ofthe City' a right
to sovereign immunity under Section 768.28, Florida Statutes, or any other limitation on the
City's potential liability under state and federal law.
XXXIII. City's Police Power.
The City hereby reserves all police powers granted to the City by law. In no way
shall thi5 Agreement be construed as the City bargaining away or sUttendcring its police
powers.
XXXIV. Force Maleure.
The parties agree that in tho event that the failure by either party to accomplish any
action required hereunder within a specified time period ("Time Period'') constitutes 11
default under the terms of this Agreement and, if any such failure is due to any unforeseeable
or utlpredictable event or condition beyond the control of such party, including, but not
limited to, acts of God, acts of government authority (other than the City's own acts), acts
of public enemy or war, riots, civil disturbances, power failure, shortages of labor or
materials, injunction or other court proceedings beyond the control of such party, or severe
adverse weather conditions ("Uncontrollable Event"), then, notwithstanding any provision
of this Agreement to the contrary, that failure shall not constitute a default under this
Agreement and any Time Period proscribed hereunder shall be extended by the amount of
time that such party wa.s unable to perfonn solely due to the Uncontrollable Event.
XXXV. Interpretatlon.
The parties hereby agree and acknowledge that they have both participated equally
in the draftiug of this Agreement and no party shall be favored or disfavored regarding the
interpretation of this Agreement in the eve11t of a dispute belween the parties. -
XXXVI. Permits.
The failure ofthi!! Agreement to address any particular City, county, state, and federal
perntit, condition, term, Ot reshiction shall not relieve Schrimsherot the City ofthe necessity
of complying with the law governing said permitting requirements, conditions, teon, or
restriction,
~cs 100U263,9 ll(l:
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xxxvn, Third Party RillhtS.
111J6 Agreement i5 not a third party heneficiary contract and shallnot in any WilY
whatsoever create any rights on behalf of any third party,
XXXVIII. Counterparts.
T.his Agreement may be executed in any number of counterparts, each of which when
so executed and delivered shalt be considered all original agreement; but such counterparts
shall together constitute but one and the same instrument.
XXXIX. State Grant.
The parties acknowledge that the City has filed a grant application to the State of
Florida for the purpose of obtaining grant funds to allow the State of .Florida to purchase
Magnolia Park and Wetland Park. Schrimsher agrees to reasonably cooperate to allow the
City to obtain said grant funds and ifsaid grant funds are obtained, Schrimsher and the City
agree that said grant funds shall be expended in n marmer mutually acceptab 10 to both parties
to benefit the Schrimsher Property and the Town Center District (Le., Magnolia Park and
Wetland Park and Cross Trail Semhlole Trail Improvements). Provided, however, in no
event shall Schrimsher be required to convey Magnolia Park or Wetland Park directly to the
State of Florida nor Bre the City's and Schrimsher'l) Obligations hereunder in any way
oontingcnt upon the success or failure of the City obtaining such grant funds (specificaUy,
including, without limitation, the City':!; obligations set forth in Article V hcretmder and
Schrimsher's Obligations set forth in Article IV hereunder).
XI... Conveyances by Schrimsher.
All real property conveyances madc by Schrimsher to thc City pursuant to this
Agreement shall be made by special warranty deed and free of all mortgages, liens, and other
encumbrances. .
XLI. Declaration of the City Commission of Winter Spr'nvs.
The City Commission ofthe City of Winter Springs hereby finds that this Agreerncllt
is consistent with the City's Comprehensive Plan and land development regulations and is
a legislative net of the City Commission of the City. The CitYwCommission further fmds
that this Agree1nent promotes the public health, safety, and welfare and is consistent with,
and an exercise of, the City's powers under the Municipal Home Rule Powers Act, as
provided in s. 2(b), Articlo vm of the Florida Constitution and chapter 166.021, Florida
Statutes and the City's police powers, Tu the extent there are anv confUct8 between the
Drov19lous of tbe Town Ceo ter District Code nod this Aereemellt. the DfovJslon of this
ORlDOCS l00U2B:l,9 LKF
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Aereement shaD control as if D.,O.>>rond bv tbe City Commission as a s.petlnJ exce.ntlon
Dursuont to tbe Town Center District Code.
XLII. Billboard.
As ofthe effective date of this Agreement, Schrimsher has 'two billboards located on
real property within the City of Winter Springs which may remain in their existing locations
until5uch times as they are required to be dismantled and permanently removed pursullnt to
this Agreement. One billboard is located on the Schrimsher Property (i.e., within Town
Center) on the south side of State Road 434 atld the other is located east of Town Center on
the north side of State Road 434. Schrimsher agrees to completely dismantle and remove
each particular billboard at such time as a certificate of occupancy is issued by the City for
a vertical stTlIcture (other than the Cross Seminole Trail Bridge) that is within a four hundred
foot (400') radius of the applicable billboard. The dismantling and removal of the billboards
shall be determined on an individual basis and the rndi us test shall only apply to development
that OCCUI5 on the same side of State Road 434 that the billboard is located,
XLIII. Wetland M1tleatlon,
The City acknowledges Schrimsher's right 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 Bide of State Road 434 in the southeastern portion of
Town Center, provided that Scluimsher complies with all applicable governmental
requirements, Furthermore, the City acknowledges that Schrimsher shall have the right to
utilize other wetlands located within Town Center for the purpose of satisfying "wetland
mitigation" requirements related to ono or more developments located outside of Town
Center.
XLIV. Land Use Percentaees
The City agrees that the Schrimsher Property will be entitled to the slUile minimum
mix of land use percentages as set forth in the City's Comprehensive Plan.
XLV. Continuation of Allricultural Classification
The City acknowledges Ulat Schrimsher may continue to use all or a portion of the
Schrimsher Property for agrictHttw8:l purposes (indl:ldil'lg a aOtttl fide eftttk &f3E:retiott) ~
Carmine oDerstlons (e..xcludlne beef DrocessJn2l. citrus t'nrmln2. 9Dvlcnltureltree~
.carmiue or plant nursery DU(DOSeS until sueh time as al1 of the Schrimsher Property is
developed in accordance with a City~approved development. Nothing in the Town Center
District Code is intended to impair or negate Schrimsher's existing "agricultural
classification" (for ad valorem tax purposes) as long as and to the extent that Schrimsher
maintains n bona fide agl'icullural operation on the Schrimsher Property in accordance with
ORLOOI:S 10014263,9 Lkl'
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all applicable laws. The City further acknowledges t11at Schrimsher may maintain, replace.
rolocate and erect barbed wire, plain wire mesh or other types offcncing in connection with
Schrimsher's agricultural uses and the relocation of Ule Cross Seminole Trail or the
development of less than all of the Schrimsher Property.
XL YI, Conflicts
Sholllt! 8fty eonfliet Iitbe heto..een the pr<wisioos ofTo'W8 Center DiMriet Cede Iltld other
local lafui de'\> elapftlent regutations f-or--tht:: City of Wimct Spring!! en ODe head 8flft tltis
A~cmc:;nt Oil the; other, the proYiSiOft3 afthis AgrccmeBHlhs.ll apply. Te the exteftt that this
A~ctment is silent 'Where T6\'ffl Cmtcr Dish'tct Code; or 6tllCf loctH !fmt! deydol'ment
l'C!;t1latiaflS'"for the City oPNittter Springs g8vem, they shall apply.
IN WITNESS WHEREOF, Schrimsher and the City have executed this Agreement
in form sufficient to bind them as of the day and year first above writton.
"SCHRIMSHER"
WITNESSES:
SCHRIMSHER LAND FUND 1986-11,
L TD't a Florida limited partnership
By: Schrimsher Inc., a Florida
corporation
Print Name:
By:
Michael A. Schrimsher,
Vice President
Print Name:
SCHlUMSHER LAND FUND V, LTD.,
a Florida limited partnership
WITNESSES:
By: Schrimsher Inc., a Florida
corporation
Print Name:
By:
Michael A. Schrimsher,
Vice President
Print Name:
ORl.OOcs '001.283,9 Lw;~
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SCHRIMSHER LAND FUND VI,
LTD., a Florida limited partnership
By: Scluimsher Inc., a Florida
corporation
By:
Michael A. Schrimsher,
Vice President
CITY OF WINTER SPRINGS
a Florida Municipal Corporation
By:
W11NESSES:
Print Name:
Print Name:
WITNESSES:
Print Name:
Print Name:
ORlDOca tOOt~263.9 LKF
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Subiect
Cross Seminole Trnll Street
Lake Trail Park
Magnolia Park
Main Street Improvement Area
Rustic Residential Property
Schrimsher Property
Excluded Schrimsher Property
Spine Road
Town Center Plan
Town Center District
Town Center District Code
Wetland Park
Recordable Short Form Memo
OOLOocs lDOH29H lKF
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EXHIBIT L_SI
Reference in Agreement
Det: n.d)
Def. n.e)
Det: n.t)
Oef. II.g)
Def. II,h)
Der. n.i)
Oct". n,j)
Dcf. n,k)
Def. IT.l)
Der. n.m)
Def. n.n)
Def. 11,0)
Article XXX
Page 22 of 23
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-------------_m COMP ARlSON OF FOOTERS __h______~_______
-FOOTER l~
ORLDOCS ~01426J.8 100142612 LKF
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