HomeMy WebLinkAboutTab 07 Schrimsher Land Fund This document was prepared by
and should be returned to: MARYANNE MORSE, CLERK OF CIRCUIT COURT
ChdrIes C. Carrington, Esq. SEMINOLE COUNTY
Vreenberg TrauP.A. BK 04846 P(3 0513
450 S. Orange Ave., Suite 650 CLERKS # 2003092803
RECORDED 06/02/2003 12-24:14 PM
Orlando,,FL 32801 RECORDING FEES 105.00
RECORDED BY G Harford
AGREEMENT
An Agreement made and entered into as of this day of August, 2000 by and
among JDC CALHOLTN, INC., a Georgia COTPOTaliOn, herein referred to as UDC," and the City
of Winter Springs, a municipal corporation existing under the laws of the State of Florida, herein
referred to as"City."
RECITALS
WHEREAS, Section 163.3167, Florida Statutes, provides that each local government is
encouraged to articulate a vision of the future physical appearance and qualities of its community
as a Component of the local comprehensive plan through a collaborative planning process with
meaningful public participation, and
WHEREAS, the City completed a comprehensive planning study, with extensive public
participation from local residents and local, county, and state officials, which resulted in the
adoption ofthe Winter Springs Town Center Plan, and
WHEREAS, pursuant to that certain Purchase and Sale Agreement between Laverne
Kingsbury and June Kingsbury,as sellers,and JDC,as purchaser,dated Scptembe:r 22, 1999,JDC
is the contract purchaser and will be the owner and developer of approximately fifteen(1 5')acres
of land located within the boundaries of the proposed City of Winter Springs Town Center and
more particularly described on ftW-bjt 'A" attached hereto and by this reference made a part
hereof(the"JDC Property"),and
WHEPREAS, JDC and City desire to rnemoridize 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 conditions set forth in this
Agreement, and other good and valuable consideration, the receipt of which is hereby
acknowledged by the parties,the City and JDC agree to the following:
L In-corPoration afRecitals.
The foregoing recitals are true and correct and are hereby fully incorporated herein by this
reference as a material part ofthis Agreement.
II. petwtions.
Unless the context clearly indicates otherwise, the following words and phrases when used
in this Agreement shall have the meaning ascribed below,
a) "City" shall mean the City of Winter Springs,a Florida municipal corporation.
b) "City Code" shall mean the City Code of the City of Winter Springs, Florida
including,but not limited to,the Town Center District Code.
FILE NUM 2003092803
OR BOOK 04846 PAGE 0514
c) "Conceptual Site Plan" shall mean the three phase conceptual site plan which
'f JDC agrees to permit and develop on the JDC Property under the terms and conditions of this
Agreement and which is attached hereto as Exhibit "B" and fully incorporated herein by this
reference..
d) "Hickory Grove Park Boulevard" shall mean the planned urban boulevard
running from Magnolia Square west along the entirety of the north boundary line of the JDC
Property, as identified in the Town Center Plan and Town Center District Code.
e) "Hickory Grove Park North/South Extension Street" shall mean the Town
Center Street running from S.R.434 north along the entirety of the west boundary line of the JDC
Property and terminating at and connecting to Hickory Grove Park Boulevard.
fj "Hickory Grove Park" shall mean the 'central park" as identified in the Town
Center Plan and Town Center District Code.
g) "Market Square Parcel" shall mean that portion of the JDC Property as
generally depicted in the Conceptual Site Plan. Market Square Parcel shall consist of
approximately thirty/one-hundredths(0.30)acres.
h) "JDC" shall mean JDC Calhoun,Inc., a Georgia corporation.
i) "JDC Property" shall mean the real property to be acquired by JDC and located
in the Town Center District, as more particularly described inxhibitW .' which is hereby fully
incorporated herein by this reference.
j) "Main Street Improvements" shall mean that portion of Main Street on the
Town Center Plan located from State Road 434 north to Magnolia Square(including pavement,
curbs and gutters, and stormwater facilities), as more particularly described in the Town Center
District Code.
k) "Town Center Plan" shall mean the sketch concept plan entitled "Winter Springs
Town Center Master Plan", prepared by Dover, Kohl & Partners, dated March 23, 1998, as
amended in February 2000, a copy of which is attached hereto as Exhibit "D" and hereby fully
incorporated herein by this reference.
1) "Town Center District'.' shall mean the town center area located in the City of
Winter Springs that is depicted in the-attached "bit "E" which is hereby fully incorporated
herein by this reference.
m) "Town Center District Code" shall mean the Town Center Zoning District Code
adopted by the City Commission of Winter Springs on June 12,2000,which is attached hereto as
Exhibi "'l "and hereby fully incorporated herein by this reference.
III. J C Pr r"ect a lrernent nd Condition .
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OR BOOK 04846 PAGE 0515
In consideration of the mutual promises and consideration set forth in this Agreement,
; JDC intends to permit and develop a three phase Town Center development project on JDC
Property located within the Town Center. JDC agrees to permit and develop the project under
the terms and conditions of this Agreement and the Town Center District Code. The final site
plan approved for the three phase project shall be in substantial conformity with the Conceptual
Site Plan unless otherwise approved by the City during the City's Town Center development
permit process. The City acknowledges that the layout of the Conceptual Site.Plan is generally in
accordance with the Town Center District Code.Unless otherwise approved by the City, the final
site plan shall be designed and implemented as follows:
a) The development of the fitaal site plan shall be in three phases as depicted on the
Conceptual Site Plan, Phase I is required to be constructed and shall be constructed in its entirety
and Phases 1..1 and 11I shall be constructed if JDC determines that market conditions permit such
construction. At JDC"s discretion,JDC may develop the final site plan in less than three phases if
market conditions permit a more expedited development of the JDC Property. In addition, JDC
may,at its discretion,develop Phases 11 and III in portions.
b) In accordance with phase I of the Conceptual Site Plan, the City agrees and
acknowledges that upon JDC complying with the permitting requirements of the Town Center
District Code, Phase I shall consist of: (i) a grocery store anchor building consisting of
approximately 44,000 retail square feet; (ii) not less than 63,840 square feet of additional retail
development at the corner of Main Street and State Road 434 and along Main Street inclusive of
unfinished shell space pursuant to paragraph 1I1(f) of this Agreement; and (iii)a parking ratio of
up to five(5)spaces per 1,000 retail square feet;,
c) ,, T,he drug store anchor which is contemplated to be constructed on the corner of State
Road,4 4"and Main ,Street may, at JDC"s discretion, be permitted and constructed at another
locatioitl along State'Road 434, If so permitted and constructed, the drug store anchor will be
trtpluded as art of Phase I and another retail use shall be permitted and constructed at the
aforementtoned mer in Phase I or Phase H. The City and JDC acknowledge that a restaurant
;
and/o la fcp,use would also be suitable at the aforementioned corner.
d) All phases of retail development on the JDC Property, in addition to the grocery store
anchor, may-.fie resp to 272,000, retail square feet, unless otherwise agreed to by the parties,
Provided„however,tate City encourages development in excess of 316,000 retail square feet.,
e) JDC shall not permit or construct more than 45„000 square feet of buildings beyond
Phase I of the Conceptual Site Plan unless the 'next building permitted and constructed is the
northern most retail 'building on JDC Property along Main Street as depicted on Phase II of the
Conceptual Site Plan ("Final fain Street Building",). The Final Main Street Building may be
permitted and constructed simultaneously with another Phase H building above the
aftareraaentioned 45,000 square foot threshold. Notwithstanding JDC may permit and construct
the Final Main Street Building sooner than required by this paragraph. The City strongly
encourages JDC to permitand construct the Final Main Street Building during Phase I.
f) The City prefers that all buildings constructed on the JDC Property be two (2)to four
(4) stories in height and that each story be suitable for occupancy, To that end, JDC and City
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OR BOOK 04846 PAGE 0516
agree the drugstore anchor(or other use as contemplated herein) on the comer of Main Street
and State Road 434 and the buildings located along Main Street shall be a minimum of two (2)
stories , but the second and higher stories may consist of a shell story consisting of finished
exterior walls,roof,windows, and other surfaces and an unfinished interior. All shell stories shall
be designed and engineered so as to accommodate occupancy at a later date. The City agrees that
all other buildings on the JDC Property may be one(1) story occupancy buildings provided that
JDC constructs the buildings to a height of at least two(2) stories in order to achieve the vertical
character and scale required by the Town Center District Code. JDC agrees that such one story
occupancy buildings will incorporate a parapet wall, which the City hereby deems acceptable, or
other architectural feature suitable to the City that visually make the buildings appear to be at least
two (2) story buildings on all sides. However, nothing contained in this paragraph shall prohibit
JDC from constructing full occupancy buildings of two (2) to four (4) stories, where not
otherwise required by this Agreement,if JDC determines that market conditions would allow such
construction.
g) The City prefers parallel parking along Main Street but agrees to construct diagonal
parking as depicted on the Conceptual Site Plan to the extent market conditions, in the sole
discretion of JDC, require the additional parking spaces afforded by such diagonal parking. If
said diagonal parking is constructed instead of parallel parking„JDC agrees to donate to the City
the additional right of way which may be needed to construct the diagonal parking. Nothing
contained in this Paragraph III(g)shall prohibit the City from constructing diagonal parking along
Main Street atits sole choosing and discretion.
h)JDC, at its discretion, shall be allowed to delete the buildings depicted on the Phase II
Conceptual Site Plan which are west of the grocery store anchor, provided JDC submits a site
plan,acceptable to the City, that substitutes the buildings with: (i) parking; (ii)a pocket park of
not greater than 1200 square feet (unless a larger pocket park is agreed to by JDC)which shall
inarorate a kiosk., gazebo, pergola, water fountain or similar architectural feature; and ("iii) a
landscape btstr for facilities along the rear of the grocery store anchor. The City agrees.not to
unreasonably Withhold such acceptance provided the site plan complies with the City Code.,
IV. ` 31DC's Initial 01bli ins and Chuditions..
Upon the Effective Date of this Agreement,JDC agrees to perform the following:
a) Promptly use all reasonable and best efforts to complete the acquisition of the JDC
Property pursuant to its existing contract rights and provide written notice of the acquisition to
the City. However, in the event that JDC does not acquire fee simple ownership of the JDC
Property by the closing date set forth under the terms of the existing purchase contract,then this
Agreement shall be automatically terminated and nullified, in which event the parties obligations
under this Agreement shall be and become null and void and of no further effect. JDC shall
promptly provide the City written notice if JDC fails to close on the JDC Property.
b) Promptly use all reasonable and best efforts to secure a grocery store anchor and a
drug store anchor as contemplated under Phase I of the Conceptual Site Plan. In the event JDC
is not successful in securing both the grocery store anchor and drugstore anchor, JDC shall have
the right to terminate this Agreement by providing prompt written notice to the City. JDC shall
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OR BOOK 04846 PAGE 0517
provide the City prompt written notice at such time JDC has secured each of the grocery store
r,
anchor and drugstore anchor.
c) Promptly commence the design, engineering and permitting of Phase I of the
Conceptual Site Plan. If the City takes final action disapproving the final site plan for Phase I of
the Conceptual Site Plan or any Special Exception listed in Paragraph XII of this Agreement,JDC
shall have a right to terminate this Agreement by providing the City written notice of said
termination within seven(7)days of the City's final action of disapproval.
d) Promptly commence and within ninety (90) days following the Effective Date of
this Agreement submit a conceptual stormwater application to the St.John's Water Management
District, and acquire a construction permit for the construction of surface/storrnwater drainage
improvements on JDC Property which will be necessary to collect and discharge
surl°acelstormwater on and from the JDC Property to the City's stormwater system. The
construction permit shall be obtained by JDC within twelve(12) months from the Effective Date
of this Agreement or by the date of issuance of the building permits and commencement of
construction for both the grocery store anchor and drug store anchor,whichever occurs later. In
addition, within forty-five(45) days front the liffective Date of this Agreement, JDC's engineers
shall provide the City's Utilities Director with estimated surface/stormwater volume and flows
expected to be generated, and discharged to the City's stormwater system„ from the complete
build-out of Phase III of the Conceptual Site Plan JDC acknowledges that the City will use and
rely on these estimates in obtaining a surface/stormwater construction permit as required in
Paragraph V(d) within 12 months from the Effective Date of this Agreement. JDC agrees that
City's engineers (who shall be qualified and experienced in stormwater engineering and
permitting) will be able to provide input into the design and permitting process for the
surface/strirmwater drainage improvements on JDC Property for purposes of providing the City
with reasonable-assurance that the improvements will properly discharge surface/stormwater into
the City stormwater system and that any and all applications and/or submittals to the St. John's
Water Management District will be subject to reasonable and timely review and approval by
City's engineers. City's engineers shall complete said review pursuant to J'DC's reasonable time
schedule and shall not unreasonably withhold said approval.
V. City's Initial Ohli aborts avii C itian,
Upon the Effebtive Date oftWs Agreement,the City agrees to perform,at its expense, the
following:
a) Promptly Commence the design, engineering and permitting to extend and connect
(ie., "stub in")City water distribution,and sewer collection facilities to the boundaries of the.JDC
Property in order to provide sufficient capacitor to reasonably accommodate and guarantee the
level of service capacity required for the Town Center and the JDC Property as developed in
accordance with Phase Ili of the;Conceptual Site Plan The.City shall not be required to extend
either sewer or water facilities into theinterior portion of the JDC Property unless agreed upon in
future written developer agreements.The City also guarantees sufficient capacity within the sewer
andwater treatment plants to reasonably accommodate and guarantee the level of service required
for the Town Center and JDC Property , as stated above. The City will fully complete such
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design, engineering (100% plans) and permitting not later than twelve (12) months from the
Effective Date of this Agreement.
b) Promptly commence the design,engineering and permitting of Hickory Grove Park
Boulevard and Hickory Grove Park North/South Extension Street,'The City will fully complete
such design, engineering,(100%plans:)and permitting not later than twelve(12)months after the
Effective Date of this Agreement. Provided, however, the obligations of the parties under this
Agreement shall be contingent upon the City successfully entering, into a binding purchase
contract to acquire the necessary right-of-way for Hickory Grove Park Boulevard and Hickory
Grave Park North/Soutb Extension Street not later than ninety(90)days after the Effective Date,
failing which, either party hereto shall be entitled to cancel this Agreement by written notice
thereof to the other party given not later than one hundred(100)days after the Effective Date. In
connection with such acquisition and right of termination,the City agrees to furnish JDC copies of
the purchase contract, as amended, relating to such acquisition not later than ninety (90) days.
after the Effective Date The City acknowledges and agrees that JDC shall be entitled to exercise
the foregoing right of termination in the event the terms for closing the final purchase contract are
not acceptable to JDC, it being the intention hereof that the purchase contract shall provide JDC
strong assurance that the purchase will actually close in a timely manner and the City will be in a
position to fulfill its obligation to construct Hickory Grove. Park Boulevard and Hickory Grove
Park North/South Extension Street, Anything herein to the contrary notwithstanding, the City
shall be obligated to actually close on such purchase transaction not later than the date of issuance
of the building permits and commencement of construction of all or any portion of Phase II of
the Conceptual. Site Plan. Notwithstanding, the City shall have the right to terminate the final
purchase contract for Hickory Grove Park. Boulevard and Hickory Grove Park 'North/South
Extension:Street if JDC fails to obtain a grocery store anchor and drug store anchor for the JDC
Property.
c) Promptly commence the design, engineering and permitting of the Main Street
Improvements as provided in paragraph "VI(b) of this Agreement. The City will fully complete
such design„ engineering(100%plans) and permitting within 12 months of the Effective Date of
this Agreement
d) Promptly commence, and within ninety (90) days following the Effective Date
submit, a conceptual,stormwater application to the St. John's Water Management.District, and
acquire a construction permit for the construction of surface/storm water drainage improvements
to service the JDC Property„ as provided in paragraph "VI(b)„ and other portions of the Town
Center within twelve(12) months from the Effective Date. The City agrees that IDC's engineers
(.who shall be qualified and experienced in stormwater engineering and percrtitting) will be able to
provide input into the design and permitting process for the su,rface/stormwater drainage
improvements and that any and all applications and/or submittals to the St, John's "Plater
Management District will be subject to reasonable and timely review and approval by JDC's
engineers. JDC's engineers shall complete said review pursuant to the City's reasonable time
schedule and shall not unreasonably withhold said approval. The City,acknowledges and agrees
that no retention/detention areas and/or ponds shall be'located on JDC Property and that no other
portion(s) of the City's surfacelstorm water drainage improvements shall be located on the JDC
Property without JDC's approval, it being the intention hereof that the City's facilities shall
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OR BOOK 04846 PAGE 0519
accommodate all surface/stormwater from the JDC Property as developed in accordance with
Phase III of the Conceptual Site Plan and that JDC's facilities shall serve to collect such
surface/stormwater for discharge into the City's system, The City agrees that JDC shall have the
nonexclusive right in perpetuity to use the surface/stormwater drainage iunprovements to
discharge surface/stormwater generated from the JDC Property at volumes consistent with the
Phase III development,of the Conceptual Site Plan. JDC acknowledges and agrees that following
installation of such surface/storm water drainage improvements, the JDC Property shall be subject
to an obligation to contribute to the costs of maintenance thereof on the same basis as other
property owners served thereby under the City's municipal stormwater utility system, Upon
reasonable request of JDC, and as may be reasonably needed by.IDC from time to time, the City
agrees to furnish JDC with a written letter or other documentation as customarily provided by the
City to evidence that JDC has the aforementioned discharge rights as provided in this,paragraph
V(d) in satisfaction of the requirements of JDC's construction and/or permanent lender and
Prospective tenants on the JDC Property. Provided, however„ the obligations of the City to
acquire the stormwater construction permit from.St. John's Water Management District shall be
contingent upon the City finding suitable property to construct the City's surfaceJstormwater
drainage improvements which are necessary to serve the JDC Property and the Town Center as
contemplated by this Agreement, Suitable property may be obtained either by successfully
entering into a binding contract with the Seminole County School Board to acquire the right to
use(by easement,license, or ownership)school board property or by using some other alternative
property (not JDC Property) deemed suitable by the City. If the City fails to acquire such
suitable property, either party hereto shall be entitled to cancel this Agreement by written notice
thereof to the other party given not later than one hundred eighty(180) days after the Effective
Date.
VI. Cit"'s(ondi�tlonal nhlipatinnq.
Upon JDC purchasing the JDC Property and obtaining building permits and commencing
construction for each of the grocery anchor and drugstore anchor, the City agrees,at.its expense,
to perform the following upon completion of the applicable design, engineering„ and permitting
set faith in Paragraph V of this Agreement:
a) Actually commence, and within twelve(12)months thereafter fully complete, the
construction of facilities and.improvements to extend and connect (i.e., "stub in") City water
distribution and sewer collection facilities to the boundaries of the JDC Property as provided for
in paragraph V(a) of this Agreement. The City shall not be required to extend either sewer or
water facilities into the interior portion of the JDC Property unless agreed upon in future written
developer agreements,The City also agrees that no special City water or sewer connection charge
or assessment will be applied to the JDC Property for purposes of reimbursing the City for the
expense of extending and connecting the City's water distribution and sewer collection facilities to
JDC Property as described above-, provided„ however, individual users within the JDC Property
may be charged the same normal and regular "City-wide" connection fee that is customarily
charged to all other individual users within the City 'rot connecting into and utilizing the "City-
wide"water and sewer capacity.
b) Actually commence, and within twelve(12) months thereafter fully complete, the
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OR BOOK 04846 PAGE 0520
construction of facilities and improvements comprising the Main Street Improvements, The City
shall, as part of the construction of the Main Street Improvements, install su ac,�,sto rf e/ rm. water
drainage improvements sufficient to accommodate all surface/storm water drainage from Main
Street and from the JDC Property, as developed in accordance with the development of the entire
Phase M Conceptual Site Plan.
C) At such time as JDC, or its successor or assigns, obtains building permits and
commences construction of a building or buildings beyond Phase I of the Conceptual Site Plan,
actually commence, and within twelve(u) months thereafter fully complete, the construction of
Hickory Grove Park Boulevard and Hickory Grove Park North/South Extension Street.
In addition,JDC agrees to provide the City with at least ninety(90)days written notice of
its scheduled construction commencement date of both the grocery store anchor and drug store
anchor and Phase 11 construction for purposes of giving the City a reasonable opportunity to
publicly bid the City construction projects contemplated in this paragraph VI so that construction
can be completed in a timely manner. Failure by JDC to provide timely notice will extend the time
the City has to complete the construction by the number of days the notice was determined by the
City to be untimely.
VII. Conveyances fo om JDC_12the_Ci_q.
a) JDC agrees that at such time as JDC shall have obtained building permits for and
corrunenced construction of each of the grocery anchor and drugstore anchor users as
contemplated in this Agreement, JDC will convey to the City fee simple title to (i) the Market
Square Parcel, and (ii)the eleven (11) feat wide strip of land needed for right-of-way and other
municipal purposes, as legally described on ExhibiLLC" attached hereto and by this reference
made a P'ift,,hercof
b) JDC also agrees to convey public rights of way and easements and public
improvements,to such public rights of way and easements which are incorporated by JDC and
approved,by the City in a final site plan and which are similar to those depicted in the Town
Center'District Code and located on JDC Property. Any such conveyances shall occur at such
time, and as part of a City approved JDC development, in a manner in which similar conveyances
are required in,conpection with similar developments within the City.
C) If during the final permitting process of Phase I of the Conceptual site plan JDC
desires diagonal parking ilong the south'boundary of Hickory Grove Park Boulevard and/or along
the east boundary of Hckory Grove Park Nortb/South Extension Street, JDC agrees to convey
fee simple title to a ten(10)foot wide'strip of land, along the south;boundary of Hickory Grove
Park Boulevard and along the east boundary of Hickory Grove Park North/South Extension
Street, needed for each diagonal parking area , The conveyance shall occur prior to
commencement Of construction of Hickory Grove Park Boulevard and/or Hickory Grove Park
North/South Extension Street, Notwithstanding, JD 's request for diagonal parking shall be
made no later than the date the City has reached,50%,design,and engineering of Hickory Grove
Park Boulevard and Hickory Grove Park North/South Extension Street. Provided JDC's request
and conveyance are timely made,the City shall construct,such diagonal parking,
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V11. Inclusion Of Pronertv_JnTown_Ccnter District.
JDC consents to the inclusion of the JDC Property into the Town Center District subject
to the terms and conditions hereof.
VM. Ado likion of Town Center District Code.
JDC hereby consents to the adoption of the Town Center District Code and its
applicability to the JDC Property subject to the terms and conditions hereof.
IX. Future Land Use Chan e,
JDC and the City acknowledge that the future land use designation for the JDC Property
shall be Town Center at such time said designation is approved by the City. Specifically, and
without limitation, the parties intend for the future land use designation under the City,$
Comprehensive Plan to be amended to accommodate the Town Center District Code, The City
shall diligently process through completion said comprehensive plan amendments and also
effectuate any administrative rezoning necessary to implement the foregoing land use change. All
firture land use changes shall comply with the procedures set forth in chapter 163, Florida
Statutes,and the City Code of Winter Springs,
X. Di arams/""Illustrative PUri)Buses onlv".
Except for Market Square Parcel, Hickory Grove Park Boulevard, Hickory Grove Park
North/South Extension Street,Main Street, and other components of the Town Center expressly
agreed to in this Agreement, the City hereby acknowledges that all diagrams and graphics within
'the Town Center Plan and the Town Center District Code,which are depicted on JDC Property,
are for'"iliustrative purposes only" and are intended only to illustrate the intent and concepts of
the Town Center District Code, Nothing in this section shall be construed as relieving JDC of the
reqUirementi"of the Town Center District Code.
X1.
1# ii)di view,
This Agreement shall be subject to periodic review by the parties. Periodically, the City
and JDC agree'I 0111te and meet in good faith to discuss the progress made under this
Agreement and I d w ally,amofidragnts should be made to this Agreement in furtherance of
each others"mutual interest ,,,,A'd'd'i't'i'dri4U,y,during said review, the parties may discuss proposing
amendments to the Towri'Ce'riter Disl��
Wtt Code which may be needed to promote the public's
interest in creating an economically viable'Town Center.
XII. Cooperaijon.
JDC and the City shall cooperate fully with each other to effectuate the terms, conditions
and intentions of this Agreement, In connection with City development permit approvals
necessary to effectuate the Conceptual Site Plan includhig,but not limited to, special exceptions
under the Town Center District Code (particularly the Large Footprint Building for the grocery
store anchor and one story buildings with paTapet and two or more story buildings with, unfinished
second or higher stories-1 the City agrees to process JDC's development permit applications in
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OR BOOK 04846 PAGE 0522
good faith and in a prompt, diligent manner, The City acknowledges that obtaining special
exceptions for the Large Footprint Building for the grocery store anchor and for the one story
building with parapet and unfinished second, or higher stories is pivotal to JD�C developing the
Conceptual Site Plan and the City will fully cooperate with JDC to obtain approval of the special
exception under the Town Center District Code.
XM. AgAborit
A.
Each party hereby represents and warrants to the other that they have full power and
authority to enter into this Agreement. JDC also represents that it is duly authorized to bind the
JDC Property to the terms and conditions contained in this Agreement. JDC also represents that
all legal and equitable title to the JDC Property will be vested in and held by JDC upon closing of
the existing purchase contract for the JDC Property,The 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.
XIV. Notices.
Any notice required or allowed to be delivered hereunder shall be in writing and shall be
deemed to be delivered when: (a)hand delivered to the official hereinafter designated,or(b)upon
receipt of such notice, when deposited in the United States mail, postage prepaid, certified or
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:
JDC: Mr. Shane Doran
Vice President
JDC CALHOUN,INC.
c/o The James Doran Company
1051-H Johnnie Dodds Blvd.
Mt.Pleasant, SC 29464
Phone:843-881-7550
Fax: 843-849-6765
With copy to: Chip Carrington,Esquire
Lowndes,Drosdick,Doster,Kantor&Reed,P.A.
215 N.Eola Drive
Orlando,Florida 32801
Phone:407/843-4600
Fax: 407/423-4495
City: Ronald W.McLemore, City Manager
City of Winter Springs
1126 East State Road 434
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OR BOOK 04846 PAGE 0523
Winter Springs,Florida 32708
Phone:407-327-5957
Fax: 407-327-4753
With copy to: Anthony A. Garganese,Esquire
City Attorney of Winter Springs
Amari&Theriac,P.A.
96 Willard Street, Suite 302
Cocoa,Florida 32922
Phone:407 639-1320
Fax: 407-639-6690
XV. P±LaulsL.
Failure by either party to perform each and every one of its obligations hereunder shall
constitute a default, entiding the nondefaultiing party to pursue whatever remedies are available to
it under Florida law or equity including„ without limitation,, an action for specific performance
and/or injunctive relief. Prior to any party filing any action as a result of a default under this
Agreement, the nondefaulting party shall first provide the defaulting party with written notice of
said default. Upon receipt of said notice, the defaulting party shall be provided a thirty(30)day
opportunity in which to cure the default to the reasonable satisfaction of the nondefaulting party
prior to filing said action. The prevailing party in any litigation arising under this Agreement shall
be entitled to recover its reasonable attorney's fees and costs„whether incurred at trial or appeal.
XVL Suc,ens»tags and Assi tns.
This Agreement shall automatically be binding upon and shall inure to the benefit of the
successors and assigns of each of the parties.
XVII. „{�,,,pa '1 ubLe Lam„
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.
XVIII Ametmmenf »
This Agreement shallnot be modified or amended except by written agreement duly
executed by both parties hereto.
XIX. lin:ire Agreement.
This Agreement supersedes any other agreement„ oral or written, and contains the entire
agreement between the City and f13C as to the subject matter hereof.
XX. Sawveratailita.
If any provision of this Agreement shall be held to be invalid or unenforceable to any
extent by a court of competent jurisdiction, the same shall not affect in any respect the validity or
Page 11 of t S
FILE NUM 2003092803
OR BOOK 04846 PAGE 0524
enforceability of the remainder of this Agreement.
XXI. I+at'feetive Urate.
This Agreement shall become effective upon approval by the City Commission of Winter
Springs and execution of this Agreement by both parties(the"Effective Date").
XXIL Recorda tion.
A short form memorandum of this Agreement and any amendments hereto shall be
recorded in the public records of Seminole County,Florida and shall run with the JDC Property.
The memorandum shall be in a form mutually acceptable to the City and JDC and shall promptly
be recorded at such time JDC receives a deed conveying the JDC Property to JDC pursuant to the
existing contract to purchase the JDC Property. The memorandum shall include the legal
description of the real property described in Exhibit"A"(the"JDC Poperty").
XXIII.Relationship of he Palligg.
The relationship of the parties to this Agreement is contractual and JDC is an independent
contractor and not an agent of the City. Nothing herein shall be deemed to create a joint venture
or principal-agent relationship between the parties, and neither party is authorized to, nor shall
either party act toward third persons or the public in any manner which would indicate any such
relationship with the other.
XXIV. Sovereign Ininjunill.
Nothing contained in this Agreement shall be construed as a waiver of the City's 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.
XXV. Ci aµ Police:Power.
The City^,hereby reserves all police powers granted to the City by law. In no way shall
this Agreement"be construed as the City bargaining away or surrendering its police powers.
XXVI.Fgrce Maieure.
The parties agree that in the event that the failure by either party to accomplish any action
required hereunder within a specified time:period("Time Period") constitutes a default under the
terms of this Agreement and,if any such failure is due to any unforeseeable or unpredictable event
or condition beyond the control of such party, including, butnot limited to, acts of Cod, 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 was unable to perform solely due to the
Uncontrollable Event.
Page 12 of I S
FILE NUM 2003092803
OR BOOK 04846 PAGE 0525
XXVH. Interpretation.
The parties hereby agree and acknowledge that they have both participated equally in the
drafting of this Agreement and no party shall be favored or disfavored regarding the interpretation
of this Agreement in the event of a dispute between the parties. Any reference in this Agreement
to a whole paragraph number (e.g., paragraph V) shall also include all subparagraphs set forth
below the whole paragraph number(e.g.,V(a),(b),(c),and(d)).
XXV 111. Permits.
The failure of this Agreement to address any particular City, county, state, and federal
permit, condition, term, or restriction shall not relieve JDC or the City of the necessity of
complying with the law governing said permitting requirements,conditions,terra,or restriction.
XXIX.Third F"a Rti hts.
This Agreement is not a third party beneficiary contract and shall not in any way
whatsoever create any rights on behalf of any third party„
XXX. Coot-roarts.
This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered an original agreement; but such counterparts shall
together constitute but one and the same instrument.
XXXI.Conve ance of Market S pare,Marcel anid Other ProDertv bv JDC.
Allreal property conveyances made by JDC to the City pursuant to this Agreement shall
be made by special warranty deed and free of all mortgages, liens, and other title matters which
would unreasonably interfere with the City's use of the Market Square Parcel and other property
conveyed for the purposes contemplated under this Agreement and the Town Center District
Code,
XXXU. De I rnticrn of the Ci Cornrraiss'on of I'W�intor ria s.
The City Commission of the City of linter Springs hereby finds that this Agreement is
consistent with the City's Coma prahensive flan and land development regulations and is a
legislative act of the City Commission of the City, The City Commission further finds that this
Agreement 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), Article
VIII of the Florida Constitution and Chapter 166.021, Florida Statutes, and the City's police
powers.
XXXU1L Conflict with Town Center District Cede.
To the extent there are any specific conflicts between the provisions of the Town Center
District Code and this Agreement, the parties agree that the provisions of this Agreement shall
Page 13 of/�
FILE NUM 2003092803
OR HOOK 04846 PAGE 0526
control as if approved by the City Commission as a special exception pursuant to the Town
Center District Code.
IN WETNESS WHEREOF,JDC and the City have executed this Agreement in form
sufficient to bind them as of the day and year first above written.
WITNESSES:
JDC CALHOUN,INC.,
a Georgia corporation
Print 1 .: O�� Y?f(!11�::Ey:
I ran, cc President
Print Name: a
CI" F TE S
a rlo 'da Mu p 5 °
t
By ......
Paul P.Partys '
rine an7e: w f •r of
Prin Name; N mm rwa n r �•� .
STATE SDI Ft.tWIDIc
COUNTY GP 0.iG P KL s., a'F
The foregoing instrument was acknowledged before the this day of August, 2000
Page 14 of 1
FILE NUM 2003092803
OR BOOK 04846 PAGE 0527
by Shane Doran, Vice President of JDC Calhoun, Inc., a Georgia corporation,who executed the
foregoing instrument and acknowledged before me that he executed the same for the uses and
purposes therein expressed and who is personally known to me or who has produced
as identification and who did not take an oath.
A
A'
k' Notary Signature
(�"�oTA A
ion Expires 11-30-2008
Atalroylo
,7z
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this day of Ajgust, 2000
by Paul P. Partyka, Mayor of the City of Winter Springs, who is personally kno ........Lq
who did not take an oath.
0 ary Si
gn"
T
(Not 11VJ.- -L 0
ANDREALORE
MY
EMRO:May P.2W3(ze' - " "
ANY P&WXY SWAN 1,0-ft ca
Page 13 of /5-
FILE NUM 2003092803
EXHIBIT NA" BOOK 04846 PAGE
03/31/00 FRI 15:09 FAX
PLA. OF SURVEY FOR L. W. KiOL—JRY
ORLANDO FLORIDA
DESCRIPTION
ALL UNP�.OTTEO PART OF BLOCK "B", THAT. 10 ON THE EAST NIDE" OF OYNIE00
SANrORO BRICK ROAD of 0. R. MIT
CHXLL'S SVRVCY OF THE Lim GRANT ON LADE
JESSUP, AC'COROINC TO TME,PLAY THEREOi AS JRECOROE'O IN PIAT BOOK 1, PAGE
5, OF THE PUBLIC RECORDS. OF SEMINOLE C*uNTY, FLORIDA ' LEAS OECI,N AT THEINTERSECTION OF THE EASTEaLY RIGHT.- "OF - WAY OF THE SANA'OIID .. 0V,EOG
ROAD ANO'THE NORTHERLY LINE OF THE UNPLOTTtiD PART OF ARID BLOCK "B" RUN
S.39'S0.115"E. ALONG THE EASTERLY RIOH"T - OF - I/ Y O SANFORD .. OVICOO
ROAD 520 FEET,• THtNCE N.50409145"E. 335.54 FEET 'TO THE NORTH LINE of
THC UNPLOTTEO PART OF SAID BLOCH "B", 'THENCE N.72°40.1159 W. ALONG $AID
NORTH LINE 616.86. FEET TO THE POINT OF SE41NNIN0.
A. -C. riLIU01~1 " U VE 1110,
A, C. DOUDNEY, R SIERkD LAND SURVEYOR. 873
DESCRIPTION OF ROAD TO BE VACATEO! ,
` THAT PART Or PLATTE() ROAO LYING NORTHERLY OF THE ArOVE DEsCR'ISE:
_ rI PARCEL OF LANO.
tract
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FILE NUM 2003092803
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FILE NUM 2003092803
OR BOOK 04846 PAGE 0532
EXHIBIT"C"
LEGAL DESCRIPTION
The east eleven(11)feet of the following described property:
ALL UNPLOTTED PART OF BLOCK "B", THAT IS ON THE EAST SIDE OF OVEIDO-
SANFORD BRICK ROAD OF D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON
LAKE JESSUP,ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK
1, PAGE 5 OF THE PUBLIC RECORDS OF SEMINOLE COUNTY, FLORIDA; LESS
BEGIN AT THE INTERSECTION OF THE EASTERLY RIGHT-OF-WAY OF THE
SANFORD OVIEDO ROAD AND THE NORTHERLY LINE OF THE UNPLOTTED PART
OF SAID BLOCK`B",RUN S.39°50'15"E.ALONG THE EASTERLY RIGHT-OF-WAY OF
SANFORD-OVIEDO ROAD 520 FEET, THENCE N.50009'45"E 335.54 FEET TO THE
NORTH LINE OF THE UNPLOTTED PART OF SAID BLOCK `B", THENCE
N.72°40'15"W.ALONG SAID NORTH LINE 618.86 FEET TO THE POINT OF BEGINNING.
LDDOCSO 11365794/1
FILE NUM 2003092803
EXHIBIT"D" OR BOOK 04846 PAGE 0533
That certain sketch concept plan entitled "Winter Springs Town Center Master Plan",
prepared by Dover, Kohl & Partners, dated March 23, 1998, as amended in February,
2000.
FILE NUM 2003092803
EXHIBIT "E" OR BOOK 04846 PAGE 0534
A.Town Center District Boundary Map
TOA CEN'TE'R , District Boundary
County Enclaves(not in city)
^.iQ/,�4s�"[
OT
tlp., �Sf^� •�4.C� �4Ju.M1
.• ... u. ..1M a ,+y.
TOWN CENTER �
oul r
i
^ TOWN CENTER
FILE NUM 2003092803
OR BOOK 04846 PAGE 0535
� EXHIBIT"F"
That certain Town Center Zoning District Code adopted by the City Commission of
Winter Springs on June 12,2000.