HomeMy WebLinkAboutWinter Springs Holdings, Inc, - Agreeement 2010 08 23IIIIIIIg1�MIN11NN11N111N1rNNgNININN
Prepared by and return to:
Anthony A Garganese
City Attorney of Winter Springs
Brown, Garganese, Weiss & D'Agresta, P.A.
111 N. Orange Avenue, Suite 2000
Orlando, Florida 32802
AGREEMENT
HARYM E NORSE, CLERK OF CIRCUIT COURT
SEMINOLE COUNTY
Bit 07472 Pgs 1007 - 1040; (34pgs)
CLERK') S 11 20/0127358
RECORDED 11/02/2010 ii:40t39 AN
RECORDING FEES M50
RECORDED BY J Eckenrcth(all)
HIS AG EMENT (the "Agreement") is made and entered into effective this
�_ day of N 5 2010, by and between Winter Springs Holdings,
Inc., a Delaware corpor 'on, whose address is 900 Seventh Street NW, Ste. 1020, Washington,
DC 20001, and its successors and assigns (the "Owner"), and the City of Winter Springs,
Florida (the "City"), a Florida Municipal Corporation, whose address is 1126 E. State Road 434,
Winter Springs, FL 32708.
COMMON RECITALS:
WHEREAS, the Owner is the owner in fee simple title to certain real property (the
"Property") described in EXHIBIT "A" attached hereto and incorporated herein by this
reference; and
t
WHEREAS, the Property is subject to that certain Implementation Agreement (the
"Implementation Agreement"), recorded in the Public Records of Seminole County, Florida in
Official Records Book 6599, Pages 1705-1726; and
WHEREAS, pursuant to the Implementation Agreement, Owner predecessor in interest
committed to constructing a two phase development project on the Property generally consisting
of 383,000 square feet of retail, 465,000 square feet of office, and 935 multi -family units, all in
buildings of six (6) stories in height; and
WHEREAS, due to the recent economic downturn and the slow housing market, the
parties realize that the approved project under the Implementation Agreement is no longer
economically feasible; and
WHEREAS, the parties now desire to terminate the Implementation Agreement in order
to make the Property more flexible for future development in furtherance of, and consistent with,
the City's Town Center Comprehensive Plan Policies and Town Center District Code; and
WHEREAS, the parties also acknowledge and agree that the termination of the
Implementation Agreement is being conditioned upon the City receiving certain public benefits
under the Implementation Agreement and this Agreement.
City of Winter Springs/Winter Springs Holdings, Inc.
Page I of 7
Book7472/Page1007 CFN#2010127358
WITNESSETH:
NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration exchanged amongst the parties, and exchanged with Owner's predecessor
in interest under previous developer's agreements binding the Property, and in consideration of
the mutual promises, commitments and covenants contained herein, the parties agree as
follows:
1. Recitals. The parties agree and acknowledge that the recitals above are true and
correct and that it is the intent of the parties by entering into this Agreement to create a legally
binding contract.
2. Termination. Upon the full and complete satisfaction of all of the conditions of
termination set forth in paragraph 3 of this Agreement, the parties agree that the City shall record
a notice of termination in the Official Records of Seminole County, Florida terminating the
Implementation Agreement. Said notice of termination shall also acknowledge the_ Property is
no longer bound by the following two predecessor development agreements: I Agreement
between the City and Schrimsher Land Fund et al, dated June 26, 2000; and iI the WSTC Phase
II Developer's Agreement between the City and JDC Calhoun, Inc., dated December 15, 2005.
Said notice of termination shall be recorded within five (5) days of the conditions of termination
being fully completed. Said notice shall be in a form mutually acceptable to the parties. Upon
recordation, the Implementation Agreement shall be deemed terminated and the parties will no
longer have any rights or obligations under the Implementation Agreement.
3. Conditions of Termination. Prior to the City recording the notice of termination
required under paragraph 2 of this Agreement, the parties shall complete the following to the
satisfaction of each other:
3.1 In accordance with paragraph 6.2 of the Implementation Agreement, Owner shall
require their engineer, Lochrane Engineering, to finalize and submit to the City for final approval
the plans and specifications for Spine Road (Michael Blake Boulevard) ("Spine Road Plans").
Upon receipt of the Spine Road Plans, the parties shall diligently work together to obtain final
approval of the plans and specifications from the City Commission. Approval of the plans and
specifications shall not unreasonably be withheld by the City Commission. Lochrane shall
submit a PDF file for all design documents and the CAD files for the design drawings.
3.2 Within seven (7) days of the Spine Road Plans being approved by the City
Commission, Owner shall cause Lochrane Engineering to deliver to the City five (5) original sets
of certified and sealed Spine Road Plans which the City may fully rely upon for the future
reconstruction of Spine Road. Lochrane shall also submit the Spine Road Plans in PDF format.
Certification shall be in the name of the "City of Winter Springs, Florida." The future
construction of Spine Road shall be at the City's sole discretion. However, upon written request
to the City, Owner may be permitted to construct Spine Road in accordance with the Spine Road
Plans, provided such request is approved by the City Commission. If Owner is permitted to
construct Spine Road, the City shall reimburse (in U.S. funds or impact fee credits) the Owner
City of Winter Springs/Winter Springs Holdings, Inc.
Page 2 of 7
Book7472/Page1008 CFN#2010127358
the reasonable costs associated with the construction under written terms and conditions deemed
acceptable to the City. In addition, Lochrane Engineering shall deliver to the City five (5)
original sets and a PDF file of a separate boundary survey and sketch of Spine Road inclusive of
the SR 434 right turn lane ("Boundary Survey") which may be relied upon by the parties for the
Spine Road closing required under paragraph 3.3 of this Agreement. The Boundary Survey shall
be certified in a manner necessary for the City to obtain title insurance for the Spine Road
conveyance. Notwithstanding the above, whoever proceeds with the construction of Spine Road
shall be responsible for making sure that the Spine Road Plans are in compliance with all
applicable codes at the time of construction.
3.3 Within thirty (30) days of the City receiving the Spine Road Plans and the
Boundary Survey, Owner she convey the Spine Road property (inclusive of the SR 434 right
turn lane) to the City by special warranty deed. Said conveyance shall be free and clear of any
mortgages, taxes, liens and any encumbrances that would interfere with the City's intended use of
the property for roadway purposes. Owner and City agree to cooperate to remove any
encumbrances that may interfere with the City's intended purpose for the Property. Further, the
conveyance shall be at no cost to the City, except the City shall be responsible for ordinary and
reasonable closing costs such as recording fees for the deed and costs required to obtain title
insurance and preparing. The City will be responsible for preparing the ordinary and customary
closing documents, which shall exclude, however, any closing documents required to be prepared by
Owner to remedy title defects and to provide fee simple title free and clear of any and all
encumbrances. Additionally, the City agrees to pay Owner Two Hundred Forty -Seven
Thousand Five Hundred Sixty -One and 80/100 Dollars ($247,561.80) at closing, which shall be
for purposes of fully and completely satisfying the reimbursement payment required by the City
pursuant to paragraph 6.2 (D) of the Implementation Agreement. Owner shall be responsible,
and indemnify and hold harmless the City, for paying Lochrane Engineering for the Spine Road
Plans and Boundary Survey.
3.4 At closing of the Spine Road Property, Owner shall convey, and the parties shall
execute, a temporary public parking easement agreement for purposes of allowing the City to
maintain the existing temporary unpaved, stabilized parking area on the Property along
Tuskawilla Road within the Town Center. Said temporary easement shall be in a form substantially
similar to the easement attached hereto as ENMBIT "B." The City will be responsible for
recording the easement in the Official Public Records of Seminole County, Florida.
3.5 At closing of the Spine Road Property, Owner and the City agree to execute a
special events agreement that will permit the City to use undeveloped portions of the Property for
future Town Center special events, such as Hometown Harvest, on an on -going basis. Said
agreement shall be in a form substantially similar to the agreement attached hereto as EXHIBIT
3.6 At closing of the Spine Road Property, Owner and the City agree to execute a
future development obligations agreement in a recordable form mutually acceptable to the parties that
memorializes two (2) remaining development obligations under the Implementation
Agreement that can not be terminated because of previous actions by the parties, and Owner's
predecessor's in interest, regarding the development of the Property, as follows:
City of Winter Springs/Winter Springs Holdings, Inc.
Page 3 of 7
Book7472/Page1009 CFN#2010127358
A. Owner and City acknowledge and agree that the conveyance of the
small neighborhood squares # 4 (minimum .42 acres) and #5 (minimum .44 acres) required in the
Schrimsher Development Agreement, dated July 26, 2000, and which a Short Form
Memorandum of Agreement is recorded in the public records of Seminole County, Florida in
Official Record Book 3988, Page 1063, is still binding on the Property. This obligation shall be
restated in the future development obligation agreement to provide that said neighborhood
squares shall be conveyed to the City, at no cost, at such time the City determines the squares are
needed in conjunction with the future development of the Property.
B. Under the Implementation Agreement, the Owner was responsible for
designing, permitting, and constructing a master stormwater plan for the Property, which is
intended to include the handling of stormwater runoff from Spine Road. As such, the permanent
stormwater facilities consist of all necessary conveyance and treatment facilities located outside of the
Spine Road property. Owner remains committed to constructing the permanent master
stormwater facilities at such time the Property is developed in accordance all applicable SJRWMD
and any other regulatory permitting requirements. The permanent stormwater facilities located outside
of the Spine Road Property shall remain privately owned and maintained, with a drainage easement
dedicated to the City over all stormwater facilities supporting Spine Road at such time the
permanent facilities are constructed and approved by the City. In the event that the City chooses
to construct Spine Road in advance of substantial development of the Property and before the
permanent stormwater facilities are in place, Owner shall grant the City a right -of -entry to
construct and maintain temporary stormwater facilities on the Property located outside of the
Spine Road Property in accordance with a temporary drainage easement that is mutually acceptable to
the Owner and the City. The area for the temporary stormwater facilities shall be generally located in
the area depicted on EXHIBIT "E," which is attached hereto and deemed fully incorporated herein
by this reference. The right -of -entry and easement shall remain in place until the permanent
stormwater facilities are constructed by the Owner. At the time the permanent drainage facilities
are constructed and accepted by the City and the applicable regulatory agencies, Owner shall be
responsible for the removal of all temporary drainage facilities. In addition to the right -of -entry and
easement Owner shall grant the City authorization to utilize and/or modify any permits applicable to
the construction of Spine Road. Owner agrees to cooperate with the City regarding any permit
utilization and/or modification and shall execute applicable permit documents authorizing the
permit utilization or modification to the extent required by the SJRWMD. This obligation shall
be restated in the future development obligation agreement.
3.7 At closing of the Spine Road Property, Owner and the City agree to execute a
Temporary Staging License Agreement that will permit the City to use a portion of the
undeveloped Property for staging emergency or disaster relief operations that exist within the City
of Winter Springs including, but not limited, hurricanes, flooding, tornados, missing persons, and
other civil emergencies. Said agreement shall be in a form substantially similar to the agreement
attached hereto as EXHIBIT "D."
3.8 At closing of the Spine Road Property, Owner and the City agree to execute a
fifteen (15') foot general utility easement adjacent to State Road 434 from Spine Road
southeasterly to the Owner's eastern property boundary (east of the existing trail bridge) for the
City's general utilities which will eventually service parts of the City's Town Center including
the Property.
City of Winter Springs/Winter Springs Holdings, Inc.
Page 4 of 7
Book7472/Page1010 CFN#2010127358
4. Miscellaneous Provisions.
L Ap - cable Law and Venue. This Agreement shall be governed by and
construed under the laws of the State of Florida. The parties shall attempt in good faith to resolve any
dispute concerning this Agreement through negotiation and/or mediation between authorized
representatives. If these efforts are not successful, and there remains a dispute under this Agreement,
either party may then file an action in the Circuit Court of Seminole County, which shall be the
exclusive venue with respect to any disputes arising out of this Agreement. This Agreement shall
not be construed or characterized as a development agreement under the Florida Local Government
Agreement Act.
ii. Entire ALYreement. This Agreement is the entire agreement between the
parties related to the subject matter expressed herein, and supersedes all previous oral and written
representations, agreements and understandings between the parties related thereto. Except as
otherwise provided herein, this Agreement shall only be amended or cancelled by mutual written
consent of the parties hereto or by their successors in interest.
iii. Effective Date. The effective date of this Agreement (the "Effective
Date") shall be the date when the last one of the Parties has properly executed this Agreement as
determined by the date set forth immediately below their respective signatures and shall be binding
upon all successors in interest to the parties.
iv. Notices. Whenever any of the parties desire to give notice to the
other, such notice must be in writing, sent by U.S. Mail, postage prepaid, addressed to the party for
whom it is intended at the place last specified; the place for giving of notice shall remain such
until it is changed by written notice in compliance with the provisions of this paragraph. Until
otherwise designated by amendment to this Agreement, the parties designate the following as the
respective places for giving notice:
For the Owner: Winter Springs Holdings, Inc.
Attn:
900 Seventh Street NW, Suite 1020
Washington, DC 20001
Telephone:
Fax:
For the City: City of Winter Springs
Attn: City Manager
1126 E. State Road 434
Winter Springs, FL 32708
Telephone: 407-327-595 7
Fax: 407-327-4753
V. Attorneys Fees. Each party shall bear their own attorneys fees regarding
the drafting and implementation of this Agreement.
City of Winter Springs/Winter Springs Holdings, Inc.
Page 5 of 7
Book7472/Page1011 CFN#2010127358
f,
IN WITNESS WHEREOF, the parties hereto have caused this ent.w,bOeux�quted
by their appropriate officials, as of the date first above written.
• 4 �•-
WI S: CI F WINTER SMN&S �' : •� "
(signature) y F. Bush, Mayor. •0•
ti
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(print
G�r �13` Jw s
(print name)
STATE OF FLORIDA
COUNTY OF SEMINOLE
ATTE S
1
By
orenzo- Luaces, City Clerk
Date:
e foregoing instrument was acknowledged before me this L� day of
2010, b tom, Mayor of the City of Winter Springs, (check one) ❑
who ' p onally _ wn to me or owh' produced
identification. ` -- as
�Y P�� nrora,y pubric s otary�til�lic
to to of F ��� , t1��_ , — k-U C�
Andrea Lorenzo-Luacas i'IlIl Narile: k�t.1•u 7c�
c� Y':'
r°` MY Commission DD664My ommission expires:
Ex ices Q5/09/2Q? 1
City of Winter Springs/Winter Springs Holdings, Lnc.
Page 6 of 7
Book7472/Page1012 CFN#2010127358
WITNESS:
(signature
(print n )
%Au�
�(sie)
4Urci ►/, NA-QC-,0F1)7_ `' )4K)V10
(print name)
DISTRICT OF COLUMBIA:
WINTER SPRINGS HOLDINGS, INC., a
Delaware corporation
By: d K ,
Lindell K. Lee, President
Date:
The foregoing instrument was acknowledged before me this 10`h day of August, 2010, by
Lindell K. e, President of the Winter Springs Holdings, Inc., a Delaware corporation, (check
one) who is personally known to me or ❑ who produced
as identification.
Notary Public ,
Print Name:_(
My Commission expires: _Vj W-OT(
Flinbeth Hubbard
k.fy Public, District of Cokmnbfa
1,.y CommissW Eom 4114rMl i
TCO 358, 640, 8240 073448. 010200
Book7472/Page1013 CFN#2010127358
LEGAL DESCRIPTION:
A PORTION OF LOTS 7 AND 8, BLOCK 'A', D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP,
SAID LANDS LYING IN SECTION 31, TOWNSHIP 20 SOUTH, RANGE 31 EAST ANO SECTION 6, TOWNSHIP 21 SOUTH,
RANGE 31 EAST, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 1, PAGE 5, OF THE PUBLIC
RECORDS OF SEMINOLE COUNTY, FLORIDA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS.
COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT
OF TRANSPORTATION RIGHT OF WAY MAP. SECTION 77070-2516, SHEET 10 OF 13, P.I. STATION 1100+32.11); THENCE
RUN S38'23'34E A DISTANCE OF 27.48 FEET ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID RIGHT OF
WAY MAP; THENCE DEPARTING SXO BASELINE RUN tN31704'56"E A DISTANCE OF 25a.26 FEET TO A POINT ON THE
EASTERLY RIGHT OF WAY LINE OF TUSKAWILLA ROAD FORMERLY KNOWN AS 8RANTLE'i' AVENUE), AS
SHOWN ON SAID RIGHT OF WAY MAP; THENCE CONTINUE N30'04'56'E, ALONG SAID EASTERLY RIGHT OF WAY
LINE, A DISTANCE OF 55.52 FEET FOR A POINT OF BEGINNING; THENCE CONTINUE N]O'04'56'E, ALONG SAID
EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 1279.13 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE
WESTERLY. HAVING A RADIUS OF 1110.99 FEET AND A CHORD BEARING OF S12*25*14`W, SAID POINT ALSO BEING
ON THE WESTERLY LINE OF THE C.S.X. TRANSPORTATION INCORPORATED 'LAKE CHARM BRANCH' RAIL
CORRIDOR; THENCE DEPARTING SAID RIGHT OF WAY LINE RUN ALONG SAID WESTERLY LINE AND ALONG
THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF V17'06', A DISTANCE OF 121.37 FEET TO THE POINT OF
TANGENCY: THENCE RUN S1533'47 W A DISTANCE OF 1013.17 FEET TO THE NORTHWEST CORNER OF RELEASE
PARCEL 2 AS DESCRIBED IN OFFICIAL RECORD BOOK 3988. PAGE 1095: THENCE DEPARTING SAID WESTERLY
LINE RUN S5701'44"E. ALONG THE NORTHERLY -UNE OF SAID RELEASE PARCEL 2, A DISTANCE OF 104.80 FEET TO
THE NORTHEAST CORNER OF SAID RELEASE PARCEL 2, SAID POINT ALSO BEING ON THE SOUTHERLY LINE OF
ACQUISTRON PARCEL 6 (THE RAILS TO TRAILS CORRIDOR) AS DESCRIBED IN OFFICIAL RECORD BOOK 4092,
PAGE 164• THENCE CONTINUE 557'Ot'44'E, ALONG SAID SOUTHERLY LINE, A DISTANCE OF 9145 FEET; THENCE
RUN S54''37'59"E A DISTANCE OF 147.17 FEET TO A POINT OF CURVATURE OF A TANGENT CURVE CONCAVE
NORTHERLY, HAVING A RADIUS OF 85.00 FEET; THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL
ANGLE OF 61'18'S1" A DISTANCE OF 90.91 FEET TO THE POINT OF REVERSE CURVATURE, SAID CURVE' BEING
CONCAVE SOUTHERLY, HAVING A RADIUS OF 500.00 FEET: THENCE RUN ALONG THE ARC OF
SAID CURVE THRU A CENTRAL ANGLE OF 38'I1'46 A DISTANCE OF 333..2 FEET TO THE POINT OF TANGENCY.
THENCE RUN S77*43'04'E A DISTANCE OF 157.98 FEET; THENCE RUN S46' 13'52"E A DISTANCE OF 177.70 FEET;
THENCE RUN S32'50'43"E A DISTANCE OF 662.97 FEET TO THE INTERSECTION OF SAID SOUTHERLY LINE AND THE
NORTHWESTERLY LINE OF SAID ACOULSITiON PARCEL B; THENCE RUN S50.3l'58"YIW, ALONG SAID
NORTHWESTERLY LINE, A DISTANCE OF 997.88 FEET TO A POINT ON THE NORTHEASTERLY RIGHT OF WAY LINE
OF STATE ROAD 434 (PER FLORIDA OEPARTMENT OF TRANSPORTATION RIGHT OF WAY MAP, SECTION 77070-
2516, SHEET 11 OF 13); THENCE DEPARTING SAID NORTHWESTERLY LINE RUN N38'43'16'W, ALONG SAID
NON -
TANGENT NORTHEASTERLY
CONCAVE SAY LINE. A OUTHWESTERLDY, HAVING A RAOF DIUUS FEET
47£ FEET AND A CHORDRBEARING OF
N37'00'57'W-. THENCE RUN ALONG THE ARC OF SAID CURVE THRU A CENTRAL ANGLE OF 324'37' A DISTANCE
OF 470.54 FEET TO THE END OF SAID CURVE; THENCE RUN S51' 16'44 W A DISTANCE OF 14.00 FEET; THENCE RUN
N38'43'15'W A DISTANCE OF 138.42 FEET TO THE SOUTHEAST CORNER OF AFORESAID RELEASE PARCEL 2;
THENCE CONTINUE N38'43'16'W A DISTANCE OF 138.78 FEET TO THE SOUTHWEST CORNER OF RELEASE PARCEL
2: THENCE CONTINUE N38'43'16'W A DISTANCE OF 308.12 FEET TO THE MOST SOUTHERLY CORNER OF THOSE .
LANDS DESCRIBE] IN OFFK;IAL RECORD BOOK 2803, PAGE 643: THENCE DEPARTING SAID NORTHEASTERLY
RIGHT OF WAY LINE RUN N30'04'58'E ALONG THE SOUTHEASTERLY LINE OF SAID PROPERTY, A DISTANCE OF
220.00 FEET TO THE DINT OF •BEGINNING. ALONG THE NORTHEASTERLY LINE OF SAID PROPERTY, A DISTANCE OF
TOGETHER WITH:
A PORTION OF LOTS 7 AND 8, BLOCK 'A", D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP,
SAID LANDS EAST,
� ACCORDING TO 31,
EOPLNAT THEREHIP 20OFOAS RECORDED ITH, RANGE 31N PLATAND
SOCKC1,OPACE 5 OF THEHIP PUBLIC
RECORDS OF SEMINOLE COUNTY. FLORID-64 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE INTERSECTION OF STATE ROAD 434 AND TUSKAWILLA ROAD (PER FLORIDA DEPARTMENT'
OF TRANSPORTATION RIGHT OF WAY MAP, SECTION 77070-2515, SHEET 10 OF 13. P.I. STATION 600+32.11)• THENCE
RUN S3823'34E A DISTANCE OF 1729.58 FEET ALONG THE BASELINE OF SURVEY AS SHOWN ON SAID RIG )' OF
WAY MAP; THENCE DEPARTING SAID BASELINE RUN N50'31'58"E A DISTANCE OF 97.29 TO A POINT ON THE
NORTHEASTERLY RIGHT OF WAY LINE OF TUSKAWILLA ROAD _(FORMERLY KNOWN AS BRANTLFtif AVENUE), AS
SHOWN ON SAID RIGHT OF WAY MAP, FOR THE POINT OF BEGINNING; THENCE RUN N50'31 WE A DISTANCE OF
1,033.48 FEET: THENCE RUN H39'38 02-W A DISTANCE OF 15.00 FEET- THENCE RUN N50'31'58"E A DISTANCE OF
106.44 FEET: THENCE RUN 583'03 WE A DISTANCE OF 94.74 FEET; {HENCE RUN S47'54'36"E A DISTANCE OF 34.00
FEET; THENCE RUN S37'59'33'E A QISTANCE OF 57.52 FEET; THENCE RUN S68'24'08'E A DISTANCE OF 52.48 FEET
.TO THE EASTERLY LINE OF BLOCK A", D.R. MITCHELL'S SURVEY OF THE LEVY GRANT ON LAKE JESSUP AS
RECORDED IN PLAT BOOK 1, PAGE 5: THENCE RUN S05' 13'52W ALONG SAID EASTERLY LINE OF BLOCK A" A
DISTANCE OF 251.46 FEET; THENCE DEPARTING !SAID EASTERLY LINE OF BLOCK "A" RUN 562'35'00 A
DISTANCE OF 109.52 FEET: THENCE RUN S50'54 O4"W A DISTANCE OF 11.72 FEET; THENCE RUN
S22'01'13'W A DISTANCE OF 65.99 FEET; THENCE RUN 52TO0'27'W A DISTANCE OF 44.28 FEET; THENCE RUN
S52'03'03'W A OISTANCE OF 9.60 FEET; THENCE RUN S28'OY23'W A DISTANCE OF 97.92 FEET- THENCE RUN
S44'20'04"E A DISTANCE OF 176.05 FEET ; THENCE RUN S3721'37"E A DISTANCE OF 71.69 FEET TO A POINT ON THE
AFOREMENTIONED EASTERLY LINE OF BLOCK 'A"; THENCE RUN ALONG SAID EASTERLY LINE. OF BLOCK W
S0513'52'W A DISTANCE OF 42.89 FEET: THENCE DEPARTING SAID EASTERLY LINE OF BLOCK "A RUN
N2T56'26'W A DISTANCE OF 41.29 FEET; THENCE RUN N3W31'04-W A OISTANCE OF 54.59 FEET; THENCE RUN
N52'32'01'W A DISTANCE OF 245.40 FEET; THENCE RUN SE9'06'27-W A DISTANCE OF 57.99 FEET; THENCE RUN
S88'37'02^W A DISTANCE OF 39.09 FEET. THENCE RUN S46'29'241W A DISTANCE OF 41.50 FEET -, THENCE RUN
S28'55'33'W A DISTANCE OF 34.27 FEET; THENCE RUN 510'02'16'W A DISTANCE OF 55.95 FEET; THENCE RUN
SOY05'47'W A DISTANCE OF 52.29 FEET: THENCE RUN S0751' 13'W A DISTANCE OF 34.$6 FEET; THENCE RUN
S0947'47-W A DISTANCE -OF 49.12 FEET: THENCE RUN SOT25'22'W A DISTANCE OF 52.87 FEET; THENCE RUN
S67'05'00'W A DISTANCE OF 15.29 FEET ; THENCE RUN S79'35'01'W A DISTANCE OF 69.29 FEET: THENCE RUN
N89' 18'43-W A DISTANCE OF 96.92 FEET; THENCE RUN 14&750'07'W A DISTANCE OF 119.48 FEET; THENCE RUN
586'04'53'W A DISTANCE OF 188.65 FEET; THENCE RUN SOT51'29"W A DISTANCE OF 3.05 FEET; THENCE RUN
H3952'11"W A DISTANCE OF 121.02 FEET; THENCE RUN S51'16'44'W A DISTANCE OF 5.00 FEET TO A POINT ON THE
AFOREMENTIONED NORTHEASTERLY RIGHT OF WAY LINE OF TUSKAMILLA ROAD; THENCE RUN ALONG THE
SAID NORTHEASTERLY RIGHT OF WAY LINE OF TUSKAWILLA ROAD N38'43' 16'W A DISTANCE OF 73.56' TO THE
POINT OF BEGINNING.
CONTAINS 46.553 ACRES (2,027,848,68 50. FT.), MORE OR LESS.
EXHIBIT
Book7472/Page1014 CFN#2010127358
EXHIBIT
Prepared by and Return to: it
Katherine W. Latorre
Winter Springs Assistant City Attorney
Brown, Garganese, Weiss & D'Agresta, P.A.
P.O. Box 2873
Orlando, FL 32802-2873
Parcel Id: 26-20-3 0-5AR-OA00-006C
TEMPORARY PUBLIC PARKING
EASEMENT AGREEMENT
THIS TEMPORARY PUBLIC PARKING EASEMENT AGREEMENT ("Agreement")
is made and entered into this day of , 2010 by and between WINTER
SPRINGS HOLDINGS, INC., a Delaware Corporation authorized to conduct business in Florida
("Grantor") and the CITY OF WINTER SPRINGS, a Florida municipal corporation ("Grantee").
WITNESSETH:
WHEREAS, Grantor is the owner of certain real property in the City of Winter Springs,
Seminole County, Florida, generally located north of the McDonald's restaurant on northeast the
corner of State Road 434 and Tuskawilla Road ("the Property"); and
WHEREAS, the Property is located directly adjacent to the Winter Springs Town Center
and is currently vacant and unimproved; and
WHEREAS, the City desires to temporarily utilize a portion of the Property depicted
herein as an unpaved, stabilized parking area; and
WHEREAS, the parties desire to enter into this Agreement for the purpose of granting
the Grantee a temporary public parking easement over a portion of the Property, to be occupied,
used and maintained for public parking purposes; and
NOW, THEREFORE, in consideration of the public purpose stated herein, and the
mutual covenants, terms, and conditions and restrictions contained herein, together with other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Incorporation of Recitals. The foregoing recitals are true and correct and are
hereby fully incorporated herein by this reference.
2. Easement Proaerty. The real property subject to the terms and conditions of this
Agreement is identified by the Seminole County Property Tax Appraiser as Parcel Id: 26-20-30-
5AR-OA00-006C, and is generally located to the North and to the East of the McDonald's
restaurant located on the northeast corner of State Road 434 and Tuskawilla Road, directly
across Tuskawilla Road from the Winter Springs Town Center, and is generally depicted in the
Easement Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 1 of 6
Book7472/Page1015 CFN#2010127358
shaded area on Exhibit "i," attached hereto and fully incorporated herein by this reference ("the
Easement Property").
3. Effective Date; Termination_ This Agreement shall become effective upon full
execution by both parties hereto and shall become terminable at such time the Grantor is issued a
building permit to develop the Easement Property. Any such termination shall be noticed in
writing to the non -terminating party at least ten (10) days prior to the effective date of the
termination.
4. Grant of Easement. Grantor hereby voluntarily grants and conveys to Grantee,
subject to any previous and duly recorded easements or grants of record, a temporary public
parking easement over, through, and across the Easement Property. Said easement shall be of
the nature and character and to the extent hereinafter set forth.
5. Puripose of Public Parking Easement. The Temporary Public Parking Easement
is granted for the express and sole purpose of allowing Grantee to occupy, use and maintain the
Easement Property for public parking purposes.
6. Rights and Obligations of Grantee. To accomplish the purpose stated above,
and at Grantee's sole expense, the following rights are conveyed to Grantee by this Agreement:
(a) the right for Grantee to make the Easement Property available for public parking
purposes to serve the general public and the merchants and customers of the Winter
Springs Town Center shopping center;
(b) all other rights and privileges reasonably and customarily necessary for the safe and
efficient occupancy, use and maintenance of the Easement Property for public parking
purposes, including reasonable access to such facilities;
(c) the right to take appropriate action to protect the easement rights granted hereunder
including, but not limited to, the right to evict trespassers and file actions in a court of
competent jurisdiction.
In addition, upon termination of this Agreement, Grantee agrees to and shall promptly
restore, or cause to be restored; the surface of the Easement Property to the same condition it was
in upon execution of this Agreement, minus reasonable wear and tear. Any such restoration shall
be in a workman like manner.
7. Easements Run with the Land. The easement granted hereunder shall remain a
charge against the Property. Therefore, the easement shall run with the land and be
automatically assigned by any deed or other conveyance conveying the Property, or a portion
thereof, relating to this easement, even though the conveyance makes no reference to this
easement as such.
Easement Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 2 of 6
Book7472/Page1016 CFN#2010127358
S. Recordation. Upon full execution of this Agreement by both parties hereto,
Grantee shall record this instrument in the Official Records of Seminole County, Florida and
may re-record it at any time to preserve the rights of either party to this Agreement.
9. Sovereign Immunity. Notwithstanding any other provision set forth in this
Agreement, nothing contained in this Agreement shall be construed as a waiver of the Grantee's
right to sovereign immunity under section 768.28, Florida Statutes, or other limitations imposed
on the Grantee's potential liability under state or federal law. As such, the Grantee shall not be
liable under this Agreement for punitive damages or interest for the period before judgment.
Further, the Grantee shall not be liable for any claim or judgment, or portion thereof, to any one
person for more than one hundred thousand dollars ($100,000.00), or any claim or judgment, or
portion thereof, which, when totaled with all other claims or judgments paid by the State or its
agencies and subdivisions arising out of the same incident or occurrence, exceeds the sum of two
hundred thousand dollars ($200,000.00). This paragraph shall survive termination of this
Agreement.
10. Indemnification. To the extent provided by law and subject to the limitations set
forth in paragraph 9 of this Agreement, Grantee agrees to indemnify, defend and hold harmless
Grantor from and against all claims, losses, damages, personal injuries (including but not limited
to death), or liability, arising from, out of, or caused by: Grantee, its officers, employees, agents,
or contractors, negligent or intentional acts, errors, omissions in the occupancy, use or
maintenance of the Property, except to the extent of negligence or wanton misconduct of the
Grantor.
The indemnification provided above shall obligate the Grantee to defend at its own
expense or to provide for such defense, at the option of the Grantee, as the case may be, of any
and all claims of liability and all suits and actions of every name and description that may be
brought against the Grantor which may result under this Agreement.
11. In'unctive Relief. The parties agree that, in the event of default, there may not be
an adequate remedy at law, and therefore, it is agreed the parties shall be entitled to seek
injunctive relief, including a mandatory injunction.
12. Governing Law and Venue. This Agreement shall be governed by the laws of
the State of Florida. Venue for all disputes shall be properly placed in Seminole County, Florida.
The parties agree that the Agreement was consummated in Seminole County, and the site of the
easement is in Seminole County, Florida.
13. Notice. All notices, demands, requests, consents, approvals or other
communications (collectively, "Notices") required or permitted to be given hereunder or which
are given with respect to this Agreement shall be effective only if in writing and delivered by
personal service, or delivered to an overnight courier service with guaranteed next day delivery
or mailed by registered or certified mail, return receipt requested, postage prepaid, addressed as
follows:
Easement Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 3 of 6
Book7472/Page1017 CFN#2010127358
TO GRANTOR:
Winter Springs Holdings, Inc.
900 Seventh Street NW, Suite 1020
Washington, DC 20001
TO GRANTEE:
Attn: City Manager
City of Winter Springs, Florida
1126 W. State Road 434
Winter Springs, FL 32708
or to such other address as such party shall have specified most recently by like Notice. The
attorneys for the parties hereto are also hereby respectively authorized to give any Notice
permitted under this Agreement. Any Notice given as provided herein shall be deemed received
as follows: if delivered by personal service, on the date so delivered; if delivered to an overnight
courier service, on the business day immediately following delivery to such service; and if
mailed, on the third business day after mailing.
14. Modification. This Agreement shall only be modified by a written instrument
executed by the parties hereto or any successor, assigns, heirs, or representatives thereto.
15. Entire A reement. This Agreement constitutes the full and entire agreement
between the parties hereto and supersedes any oral or written prior communications between the
parties related to the subject matter contained in this Agreement. The laws of Florida shall
govern this Agreement.
16. Representations. The undersigned representatives hereby represent and
warrant that this Agreement has been dully authorized by their respective agencies and that the
undersigned representatives have the authority to execute this Agreement on behalf of their
respective agencies.
IN WITNESS WHEREOF, Grantor and Grantee have set their respective hands
on the day and year first below written.
[EXECUTION PAGES FOLLOW]
Easement Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 4 of 6
Book7472/Page1018 CFN#2010127358
WITNESS:
Print Name:
Print Name:
STATE OF _
COUNTY OF
GRANTOR:
WINTER SPRINGS HOLDINGS, INC.
Print Name:
Title:
I hereby certify that the foregoing instrument was executed before me this day of
2010 by , as of
Winter Springs Holdings, Inc. ❑ who is personally known to me, or ❑ who has produced
as identification.
Notary Public, State of
Print Name:
My Commission expires:
Easement Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 5 of 6
Book7472/Page1019 CFN#2010127358
ATTEST:
Andrea Lorenzo-Luaces, City Clerk
CITY SEAL:
GRANTEE:
CITY OF WINTER SPRINGS, FLORIDA
Kevin L. Smith, City Manager
Easement Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 6 of 6
Book7472/Page1020 CFN#2010127358
EXHIBIT
TOWN CENTER SPECIAL EVENTS
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the
day of , 2010, by and between the CITY OF WINTER SPRINGS, a Florida
Municipal Corporation ("City"), WINTER SPRINGS HOLDINGS, INC., a Delaware corporation
qualified to do business in Florida ("Owner").
WITNESSETH:
WHEREAS, from time to time, the City of Winter Springs will be holding special events at
the Winter Springs Town Center, generally located on the corner of State Road 434 and Tuskawilla
Road, for the benefit of the public (the "Events"); and
WHEREAS, such Events may include holiday festivals, music, concerts, food, small-scale
fireworks displays, art festivals, and other traditional community activities; and
WHEREAS, the City of Winter Springs is in need of additional space in the vicinity of the
Winter Springs Town Center in order to provide more parking and to stage the Events; and
WHEREAS, Owner owns certain unimproved property in the immediate vicinity of the
Winter Springs Town Center, more specifically located to the North of the McDonald's restaurant on
the northeast corner of State Road 434 and Tuskawilla Road; and
WHEREAS, upon fixture written request of the City, Owner desires to permit the City to use
all or part of Owner's property for Event purposes identified by the City; and
WHEREAS, it is the intent and purpose of this Agreement to provide for the City's
temporary use of Owner's property by letter agreement signed by the parties on a case -by -case basis
in the future; and
NOW, THEREFORE, in consideration of mutual covenants and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Recitals. The foregoing recitals are deemed true and correct and are hereby
incorporated into the terms of this Agreement by this reference.
2. Duration of License Agreement. This Agreement shall become effective upon
execution by both parties hereto and shall continue in full force thereafter until either parry
terminates this Agreement. Either party may terminate this Agreement by providing at least seven
(7) days written notice to the other party.
LICENSE AGREEMENT
City of Winter Springs / Winter Springs Holdings, Inc,
Pagel of b
Book7472/Page1022 CFN#2010127358
3. Property. The real property subject to the terms and conditions of this Agreement is
a portion of that property identified by the Seminole County Property Tax Appraiser as Parcel Id: 26-
20-30-5AR-OA00-006C, and is generally located to the North and to the East of the McDonald's
restaurant located on the northeast corner of State Road 434 and Tuskawilla Road, directly across
Tuskawilla Road from the Winter Springs Town Center, as depicted in Exhibit 1'1," attached hereto
and fully incorporated herein by this reference ("Property").
4. Use of Property. Use of the Property by the City shall only be permitted upon
execution of a separate letter of agreement for a specific Event. The City may request use of the
Property by providing Owner with reasonable written notice. Upon receipt of said notice, the parties
may enter into a separate letter of agreement which provides for the City's temporary use of all or
part of the Property identified in paragraph 3. Said Ietter agreement shall be signed by both parties
and shall identify the specific property involved, the date(s) of the Event which will require the City's
use of the Property, the expiration date of the letter of agreement, duration of the use, the nature of
the use, and any other terms and conditions deemed necessary by the parties; provided, however, all
such terms shall be consistent and not in conflict with this Agreement. Upon full execution of a
particular letter of agreement, the terms and conditions of this Agreement shall be deemed to be
automatically incorporated into the letter of agreement as if fully set forth therein. -
5. Restoration of Property. Upon expiration of any letter of agreement, the City shall
leave the Property subject to the letter of agreement in substantially good condition and restore it to
its condition immediately preceding the letter of agreement, excepting reasonable wear and tear from
the use therein permitted. The City shall be responsible for pick-up and removing any litter and trash
on said Property caused by City and its guests and invitees attending the Event. The litter and trash
will be removed within forty-eight (48) hours of the termination of the letter of Agreement. If the
City fails to remove the trash and litter within said time period, Owner may, but is not required to,
cause the trash and litter to be removed and the City will reimburse Owner the reasonable cost for
said removal. Under no circumstances shall Owner be subject to, or liable for, any code violations
that may be caused by the City's use of the Property, including but not limited to any trash and litter
than may be on the Property as a result of such use.
6. Reservation of Rights. Owner reserves the right to use the Property for any and all
purposes that do not unreasonably interfere with the use of the Property permitted hereunder or by
any letter of agreement, including without limitation, the right to grant easements on, over, across or
under the Property.
7. Security Deposit. No security deposit shall be required from the City.
8. Use of the Property.
A. Prior to and During Event. City and its guests and invitees of the Event shall
be permitted to use the Property subject to the terms and conditions of the particular
LICENSE AGREEMENT
City of Winter Springs / Winter Springs Holdings, Inc.
Page 2 of 6
Book7472/Page1023 CFN#2010127358
letter of agreement. The use of the Property shall include the right to set-up and store
materials to be used as part of the Event, the public's right to park vehicles, and the
right to conduct any of the various Event activities specifically identified in the letter
of agreement.
B. Ingress/Egress. The City's use of the Property shall also include ingress and
egress rights to said Property.
9. Responsibilities. The City shall be responsible for any and all damage to Owner's
Property or code or regulatory violations caused by its use of the Property, which damage or
violation is cause by the City, its agents, invitees, licensees and guests, and provided that such
damage or violation is not the result of the willful act or negligence of Owner. The City shall not
allow, permit or suffer any unlawful or illegal activity by its employees, agents, contractors, guests or
invitees, nor create any nuisance on the Property.
10. Condition of the Property. The City accepts the Property "as -is." Owner shall not
be required, and the City shall not be permitted, to make any alterations or improvements to the
Property.
11. Licenses & Permits• Compliance with Laws. The City, at its sole cost and expense,
shall obtain any and all necessary permits or licenses required for its use of the Property and shall
confirm that any activity by its employees, agents, contractors, guests or invitees is properly
permitted and authorized by any applicable governmental agency. In addition, the City, its
employees, agents, contractors, guests or invitees shall use the Property in a safe and appropriate
manner and in accordance with all applicable governmental requirements and applicable industry
safety standards.
12. Insurance.. The City will provide and maintain, or cause to be provided and
maintained, at no expense to Owner, a special, single event endorsement to the City's insurance
policy that is issued in the name of "Winter Springs Holdings, Inc." and that encompasses the subject
matter of any letter of agreement entered into pursuant to this Agreement in a form acceptable to
Owner. The amounts of coverage for each of the following categories shall be determined on an
event -by -event basis and shall be enumerated in each Ietter of agreement:
A. Comprehensive general liability insurance;
B. Product liability insurance;
C. Automobile liability insurance including all owned, non -owned, and hired
vehicles used in conjunction with the Event for bodily injury or property
damage;
D. Personal and advertising injury coverage; and
E. Coverage for damage to rented property.
LICENSE AGREEMENT
City of Winter Springs / Winter Springs Holdings, Inc.
Page 3 of 6
Book7472/Page1024 CFN#2010127358
All policies shall be specifically endorsed to provide that the coverages obtained by virtue of
any letter of agreement will be primary and that any insurance carried by Owner shall be
excess and non-contributory, The City shall furnish Owner with a copy of the certificate of
such insurance policy no later than the commencement of the term of any letter of agreement.
13. Interest Created. This Agreement is a license and shall not create any easement
right, leasehold interest or other interest in Iand. The rights and obligations of the City in and to the
Property created hereunder shall not be subject to levy, sale, assignment or subletting, without the
prior written consent of Owner, which consent shall not be unreasonably withheld, conditioned or
delayed.
14. SecuritE. The City acknowledges that Owner shall not be responsible for the
personal safety of the users on or about the Property, or for any damage to or theft to the uses located
on or about the Property, and the City shall advise the users that their use of the Property is at their
own risk.
15. Indemnity. To the extent permitted by law, the City shall indemnify and hold
harmless Owner from and against every demand, claim, cause of action, judgment and expense,
including reasonable attorney's fees, and all loss and damage arising from any injury (including
death) or damage to the person or property of the Owner or to the person or property of the Owner's
agents, servants, employees, guests, invitees, or to any other person or property on the Property
where the injury or damage is caused by any act or omission of the City, its agents, servants or
employees, or of any other person entering upon the Property for the express or implied purpose of
those conducting or participating in those activities outlined in any of the letters of agreement that
may be entered into pursuant to this Agreement.
16. Governine Law and Venue. This Agreement shall be construed and enforced in
accordance with the Iaws of the State of Florida. The parties further agree that in any dispute between
them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located in Seminole
County, Florida, for state actions and Orlando, Florida, for federal actions, any objections as to
jurisdiction or venue in such courts being expressly waived.
17. Non -Waiver. No delay or failure by either party to exercise any right under this
Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any
other right, unless otherwise expressly provided herein.
18. Non -Recordation. This Agreement will not be recorded in the public records of
Seminole County, Florida.
19. Modifications. This Agreement may be modified only by a written instrument,
which is executed with the same formality as this original agreement,
LICENSE AGREEMENT
City of Winter Springs / Winter Springs Holdings, Inc.
Page 4 of 6
Book7472/Page1025 CFN#2010127358
20. Headings. Headings are for the convenience of the parties and are not to be
construed as part of this Agreement.
21. Severability. In the event any portion of this Agreement is deemed invalid, against
public policy, void, or otherwise unenforceable by a court of law, the remaining provisions shall be
valid and enforceable.
22. Third Party Rights. Nothing in this Agreement shall be construed to give any rights
or benefits to anyone other than City and Owner.
23. Entire Agreement. This Agreement constitutes the entire agreement between City
and Owner with respect to the license specified herein and all previous representations relative
thereto, either written or oral, are hereby annulled and superseded.
24. Attornev's Fees. In the event that either of the parties hereto shall institute litigation
or other legal proceedings against the other to interpret or enforce any term, provision, warranty,
covenant or condition set forth in this Agreement, the prevailing parry in such litigation or other legal
proceedings following all appeals therefrom, if any, shall be entitled to recover from the non -
prevailing party in such litigation or other legal proceedings reasonable attorneys' and paralegals'
fees and expense and court costs incidental thereto, including those incurred on any appeal of a lower
court decision.
25. Assignment. This Agreement may not be assigned by either party hereto.
26. Authority.
A. The City hereby represents, covenants and warrants to Owner, as of the
effective date of this Agreement, that the execution and delivery of this Agreement
by the City and the consummation by the City of the transaction contemplated by this
Agreement: (i) are within the City's capacity and all requisite action has been taken to
make this Agreement valid and binding on the City in accordance with its terms; and
(ii) does not and will not (a) result in a breach of or default under any indenture,
agreement, instrument or obligation to which the City is a party and/or which affects
all or any portion of the Property; or (b) constitute a violation of any governmental
requirement. The person executing this Agreement on behalf of the City has been
duly authorized to act on behalf of and to bind the City, and this Agreement
represents a valid and binding obligation of the City.
B. Owner hereby represents, covenants and warrants to the City, as of the
effective date of this Agreement, that the execution and delivery of this Agreement
by Owner and the consummation by Owner of the transaction contemplated by this
Agreement: (i) are within Owner's capacity and all requisite action has been taken to
LICENSE AGREEMENT
City of Winter Springs / Winter Springs Holdings, Inc.
Page 5 of 6
Book7472/Page1026 CFN#2010127358
make this Agreement valid and binding on Owner in accordance with its terms; and
(ii) does not and will not result in a breach of or default under any indenture,
agreement, instrument or obligation to which Owner is a party and/or which affects
all or any portion of the Property. The person executing this Agreement on behalf of
Owner has been duly authorized to act on behalf of and to bind Owner, and this
Agreement represents a valid and binding obligation.
27. Sovereign Immunity, Notwithstanding any other provision set forth in this
Agreement, 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 other limitations imposed on the
City's potential liability under state or federal law. As such, all such limitations on the City's liability
shall be deemed fully incorporated herein by this reference. However, without limiting such
incorporation and in general, the City shall not be liable under this Agreement for punitive damages
or interest for the period before judgment. Further, the City shall not be Iiable for any claim or
judgment, or portion thereof, to any one person for more than one hundred thousand dollars
($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other
claims or judgments paid by the State or its agencies and subdivisions arising out of the same
incident or occurrence, exceeds the sutra of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the day
first above written.
CITY OF WINTER SPRINGS,
a Florida municipal corporation.
Kevin L. Smith, City Manager
WINTER SPRINGS HOLDINGS, INC.
a Delaware corporation.
Print Name:
Title:
LICENSE AGREEMENT
City of Winter Springs / Winter Springs Holdings, Inc.
Page 6 of 6
Book7472/Page1027 CFN#2010127358
EXHIBIT
TEMPORARY STAGING
LICENSE AGREEMENT
THIS TEMPORARY STAGING LICENSE AGREEMENT ("Agreement") is made and
entered into as of the day of , 2010, between WINTER SPRINGS
HOLDINGS, INC., a Delaware corporation authorized to conduct business in Florida, with a
principal address of 900 Seventh Street NW, Suite 1020, Washington, DC 20001 ("Property Owner"
or "Owner"), and THE CITY OF WINTER SPRINGS, FLORIDA, a Florida municipal
corporation, with a principal address of 1126 East State Road 434, Winter Springs, FL 32708
("City") -
WHEREAS, the Property Owner owns certain unimproved property in the City of Winter
Springs, more specifically located to the North of the McDonald's restaurant on the northeast corner
of State Road 434 and Tuskawilla Road ("the Property); and
WHEREAS, from time to time, the City may need to stage equipment and personnel
necessary to conduct emergency or disaster relief activities and operations for the benefit of the
public; and
WHEREAS, the City is need of a staging area at which to perform said emergency or
disaster relief activities and operations; and
WHEREAS, given that the Property is currently vacant and centrally located within the City
of Winter Springs, it is suitable to serve as an emergency staging area for the City until the Owner is
hindered in its ability to put the Property to beneficial economic use by the existence of this
Agreement or any license granted hereunder; and
WHEREAS, the parties desire to enter into this License Agreement for purposes of
facilitating emergency or disaster relief efforts within the City of Winter Springs on an as -needed
basis.
NOW, THEREFORE, in consideration of the mutual covenants and other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Recitals. The foregoing recitals are deemed true and correct and are hereby incorporated
herein by this reference.
2. Term of A?reement. This Agreement shall become effective upon execution by both parties
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Pagel of 9
Book7472/Page1029 CFN#2010127358
hereto and shall continue in full force until either party terminates this Agreement by providing at
least fourteen (14) days written notice of termination to the other party in which event this
Agreement and any licenses granted hereunder shall terminate automatically at the expiration of such
fourteen (14) day period. Additionally, this Agreement shall automatically terminate 30 days
following any transfer of ownership of all or any portion of the Property, provided, however, the
automatic termination shall only be effective for the portion of the Property transferred and portions
of the Property extending 100 ft from the transferred property. Owner shall provide the City with
reasonable notice of any such transfer of ownership and both parties agree to execute additional
documentation to reflect the termination of this Agreement and any licenses granted hereunder for all
or any portion of the Property if requested to do so by the other party.
3. Proverty. The real property subject to the terms and conditions of this Agreement is
identified by the Seminole County Property Tax Appraiser as Parcel Id: 26-20-30-5AR-OA00-0070
and 06-21-31-300-0010-000, said property being particularly described and depicted in Exhibit "1,"
which is attached hereto and incorporated herein by this reference ("Property"). The size and
geographic limits of the Property that is subject to this Agreement may be altered, amended and/or
reduced by the Owner in its sole discretion upon transfer of ownership pursuant to paragraph 2 of
this Agreement.
4. License to Use the Property.
4.1 Grant of License. The Property Owner hereby grants the City and its authorized
contractors license to use the Property consistent with the terms and conditions of this
Agreement. The City and its authorized contractors shall be permitted use of the Property
upon the City's determination that there is no similarly situated public property available for
such use and the Property Owner's receipt and acknowledgement of the City's written
notification that an emergency or disaster situation exists in the City of Winter Springs that
necessitates the City's use of the Property as a temporary staging area for emergency or
disaster relief operations, equipment and personnel. For purposes of this Agreement, the
term "emergency or disaster situation" shall include, but not be limited to hurricanes,
tornados, floods, and other civil emergencies. The City's written notification to the Property
Owner shall identify the anticipated dates the Property will be used and the nature of the use
and by whom. The terms of this license shall only extend to the City, its' employees and its'
authorized representatives. No permanent structures shall be erected or constructed on the
Property.
4.2 Duration of License. For each emergency or disaster situation, the City shall be
authorized to use the Property for an initial term of 90 days, subject to the termination
provision in paragraph 2 above and, upon written request of the City, the Property Owner
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 2 of 9
Book7472/Page1O3O CFN#2010127358
may authorize the City to use the Property for an additional 60 days. Any such request shall
be submitted to the Owner no later than 14 days prior to the expiration of the initial 90-day
term.
4.3 Property Owner's Access to the Property. The Property Owner shall have access at
all reasonable times to the Property, provided however, such access by Property Owner shall
have a minimum impact upon the City's use of the Property for the purposes provided herein.
4.4 Restricted Activities. The City covenants and agrees not to dispose of or discharge
any explosive, hazardous or toxic substance on, in, or about the Property. The City, its employees,
invitees or agents shall not bring onto the Property any explosive (including but not limited to
fireworks or ammunition of any kind) or hazardous materials other than substances customarily
found in retail stores, e.g. copier toner, cleaning fluids, etc., and then only to the extent in compliance
with all applicable laws. However, this paragraph shall not be construed as prohibiting or restricting
a law enforcement officer from carrying and/or discharging a firearm on the Property as necessary
during the normal course and scope of the officer's duties as a law enforcement officer but shall
prohibit the use of the Property as a firing range or for shooting practice, even by law enforcement
officers. The City also covenants and agrees that the activities of the City, its employees, invitees or
agents shall not cause a violation of any local, state or federal law, including but not limited to those
related to wetland impacts. If the City, its agents, employees or invitees dispose of or discharge any
hazardous or toxic substance on, in or about the Property or causes a violation of any applicable
local, state or federal Iaw, the Property Owner will have the right (but not the obligation) to cure such
default (at the City's sole expense), including the repair of the Property, in accordance with the
provisions set forth in Paragraph 14 of this Agreement. The amount so paid by the Property Owner
shall be due from the City to the Property Owner within thirty (30) days of the City's receipt of an
itemized statement which details all amounts actually paid by the Property Owner to cure the
violation. The City shall indemnify, protect, defend, and hold the Property Owner and its directors,
officers and shareholders harmless from and against any and all claims, demands, fines, judgments,
damages, costs, losses, liabilities, and penalties (including sums paid in settlement of claims) and
including, without limitation, reasonable attorneys' fees at all trial and appellate levels and
post -judgment proceedings, and reasonable consultant's and reasonable expert fees arising from or
out of any violation on the Property by the City, its agents or employees, of any local, state or federal
law, regulation, ordinance or administration or judicial order.
5. Condition of Property. Except as otherwise specifically provided in this Agreement,
Property Owner disclaims any warranty regarding the condition of the Property, whether patent or
latent, and the City shall accept the Property in its "as is" condition, including, without limitation,
any defects which exist upon the commencement of any use of the Property by the City. The City
acknowledges that the Property is now in suitable condition for staging emergency and disaster relief
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 3 of 9
Book7472/Page1031 CFN#2010127358
efforts. The Property Owner retains the right to make any alterations, additions or changes to the
Property that it desires in its sole discretion and the City shall make its own determination of the
suitability of the Property for the purposes set forth in this Agreement prior to commencement of
such use.
b. Maintenance of Property. City shall maintain the Property in the condition it exists upon
commencement of any use of the Property by the City, less reasonable wear and tear, at the City's
sole cost and expense.
7. Insurance. The City will provide and maintain, or cause to be provided and maintained, at
no expense to Owner, a special, single event endorsement to the City' s insurance policy that is
issued in the name of "Winter Springs Holdings, Inc.,Intemational Brotherhood of Electrical
Workers Pension Benefit Fund and/or any of their successors and assigns" and that encompasses the
subject matter of any emergency or disaster operation conducted on the Property. Any such
endorsement shall be in a form acceptable to Owner. The amounts of coverage for each of the
following categories shall be determined on a case -by case basis based on the scope of the
emergency or disaster operation conducted on the Property:
A. Comprehensive general liability insurance;
B. Product liability insurance;
C. Automobile liability insurance including all owned, non -owned, and hired vehicles
used in conjunction with the Event for bodily injury or property damage;
D. Personal and advertising injury coverage; and
E. Coverage for damage to rented property.
All policies shall be specifically endorsed to provide that the coverages obtained will be
primary and that any insurance carried by Owner shall be excess and non-contributory. The
City shall furnish Owner with a copy of the certificate of such insurance policy no later than
the commencement of license granted hereunder. The City shall not enter onto, or utilize the
Property for the purposes set forth herein unless an insurance policy acceptable to the
Property Owner and in compliance with this paragraph is in full force and effect. Said
acceptance shall not be unreasonably withheld by the Property Owner.
8. Indemnification. To the extent permitted by law, the City shall indemnify and hold harmless
Property Owner from and against every demand, claim, cause of action, judgment and expense,
including reasonable attorney's fees, and all loss and damage arising from any injury (including
death) or damage to the person or property of the Property Owner or to the person or property of
Property Owner's agents, servants, employees, guests, invitees, or to any other person or property on
the Property where the injury or damage is caused by any act or omission of City, its subcontractors,
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 4 of 9
Book7472/Page1032 CFN#2010127358
agents, servants or employees, or of any other person entering upon the Property for the express or
implied purpose of providing the services referenced herein. The City shall be liable for any and all
actual physical damage to the Property, including but not limited to environmental contamination
and wetlands impacts as described in Section 4.4 hereof or any violation of any applicable
governmental regulations that occur as a direct or indirect result of its use of the Property. This
provision shall survive the termination of this Agreement.
9. Assignment or SubAgreement by City. The City shall not assignor sublet this Agreement.
10. Termination. Upon termination of the Agreement, the City shall have fifteen (15) days to
remove all materials, equipment and improvements made to the Property, by the City and its
authorized contractors, and restore (less reasonable wear and tear) the affected portion of the
Property to the condition that existed at the date the City commenced use of the Property. If the City
fails to complete the removal within this time period, Property Owner shall have the right to remove
the improvements and restore the Property, and the City shall reimburse the Property Owner for the
actual and reasonable costs incurred in said removal and restoration. The reimbursement shall be
made by the City within ten (10) days of receipt of a written invoice itemizing said costs.
11. Sale, Conveyance and Assignment. Nothing in this Agreement shall restrict the right of
the Property Owner to sell, convey, assign, mortgage or otherwise deal with the Property or the right
of Property Owner to assign its interest in this Agreement subject only to the rights of City under this
Agreement.
12. Subordination. This Agreement is and shall be subject and subordinate in all respects to
any and all mortgages and deeds of trust now or hereafter placed on the Property, and to all renewals,
modifications, consolidations, replacements and extensions thereof.
13. Notices. All notices, demands, requests, instructions, approvals, and claims of any type
hereunder shall be given by U.S. mail or by hand delivery to an individual authorized to receive mail
for the below listed individuals, all to the following individuals at the following locations:
TO THE CITY:
City of Winter Springs
Attn: City Manager
1126 East State Road 434
Winter Springs, FL 32708-2799
407-327-5957 (Phone)
407-327-6686 (Fax)
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 5 of 9
Book7472/Page1033 CFN#2010127358
TO THE PROPERTY OWNER:
Winter Springs Holdings, Inc.
Attn: c/o IBEW Pension Benefit Fund
attention Larry Reidenbach
900 Seventh Street NW, Suite 1020
Washington, DC 20001
...(202) 728-6206 (Phone)
(202) 728-7676 (Fax)
WITH A COPY TO:
Greenberg Traurig
Attn: Julie Kendig-Schrader
450 South Orange Avenue, Sixth Floor
Orlando, Florida 32801
(407) 420-1000 (Phone)
(407) 420-5909 (Fax)
Notice shall be deemed to have been given and received on the date the notice is physically received.
Any party hereto, by giving notice in the manner set forth herein, may unilaterally change the name
of the person to whom notice is to be given or the address at which notice is to be received.
14. Default.
14.1 Right of Property Owner to Perform Covenants. All covenants and agreements to be
performed by City under any of the terms of this Agreement shall be performed by City, at
City's sole cost and expense. If City shall fail to perform any act required by this Agreement,
and such failure shall continue for seven (7) days after written notice thereof from Property
Owner, Property Owner may (but shall not be obligated to) perform such act without waiving
or releasing City from any of its obligations relative thereto. All sums paid or costs incurred
by Property Owner in so performing such acts, together with interest thereon at the highest
rate allowable by law from the date each such payment was made or each such cost incurred
by Property Owner, shall be payable by City to Property Owner on demand.
14.2 Events of Default; Remedies. An event of default shall occur whenever:
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 6 of 9
Book7472/Page1034 CFN#2010127358
14.2.1 Any party fails to observe, perform and keep each and every one of the
material covenants, agreements, provisions, stipulations and conditions herein
contained to be observed, performed and kept by the respective party and persists in
such failure after seven (7) days notice by the non -breaching party requiring that the
breaching party remedy, correct, desist or comply. However, if any such breach
would reasonably require more than seven (7) days to rectify, and the breaching party
commences rectification within seven (7) days of such notice and thereafter promptly
and effectively and continuously proceeds with the rectifications of the breach, the
seven (7) day time period may be extended by mutual written consent of the parties.
14.2.2 Upon occurrence of any event of default, the non -defaulting party shall have
the option, in addition to and not in limitation of any other remedy permitted by law
or by this Agreement, to terminate this Agreement, in which event City shall
immediately surrender the Property to Property Owner and the Property shall be
returned to its original condition pursuant to Section 10 of this Agreement. However,
if City shall fail to do so, Property Owner may without notice and without prejudice
to any other remedy Property Owner may have, enter upon and take possession of the
Property and expel or remove City and its authorized contractors and its effects
without being liable to prosecution or any claim for damages.
15. Relationship of Parties. Nothing contained in this Agreement shall create any relationship
between the Property Owner and the City. It is acknowledged and agreed that Property Owner under
this Agreement does not in any way or for any purpose become a partner of the City in the operation
and maintenance of any temporary staging area for emergency or disaster relief efforts, or a joint
venturer or a member of a joint or common enterprise with the City.
16. Consent Not Unreasonably Withheld. Except as otherwise specifically provided,
whenever consent or approval of Property Owner or City is required under the terms of this
Agreement, such consent or approval shall not be unreasonably withheld or delayed. If either party
withholds any consent or approval, such party shall, on written request, deliver to the other party a
written statement giving the reasons therefor.
17, Applicable Law and Construction. This Agreement shall be governed by and construed
under the laws of the State of Florida. The words Property Owner or City shall include the plural as
well as the singular.
18. Entire Agreement. This Agreement contains the entire agreement between the parties
hereto with respect to the subject matter of this Agreement.
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 7 of 9
Book7472/Page1035 CFN#2010127358
19. Amendment or Modification. Unless otherwise specifically provided in this Agreement,
no amendment, modification, or supplement to this Agreement shall be valid or binding unless set
out in writing and executed by the parties hereto in the same manner as the execution of this
Agreement.
20. Construed Covenants and Severability. All of the provisions of this Agreement are to be
construed as covenants and agreements as though the words importing such covenants and
agreements were used in each separate Section hereof. Should any provision of this Agreement be or
become invalid, void, illegal or not enforceable, it shall be considered separate and severable from
the Agreement and the remaining provisions shall remain in force and be binding upon the parties
hereto as though such provisions had not been included.
21. Headings. The Section headings contained in this Agreement are for convenience only and
shall in no way enlarge or limit the scope or meaning of the various and several Sections hereof.
22. Attorney's Fees. In the event of any legal action or suit under this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys fees and costs, through all appellate
proceedings.
23. City Not to Allow Liens or Encumbrances. City shall not permit to be created nor to
remain undischarged any lien, encumbrance, or charge arising out of any work of any contractor,
mechanic, laborer, or materialman which might lien or encumber the Property for work performed on
the City's behalf on the Property. If any lien or notice of lien on the account of any debt of the City
or its authorized contractors shall be filed against the Property and City fails to discharge the lien or
notice of lien within twenty (20) days of filing, Property Owner, in addition to any other legal rights
or remedies, may, but shall not be obligated to, discharge the same by either paying the amounts
claimed to be due, or shall be entitled to defend any prosecution of an action for foreclosure of such
lien. Any amount paid by Property Owner and all damages, costs and expenses (including
reasonable attorneys fees and interest) incurred by Property Owner in connection therewith shall be
paid by City.
24. Time is of the Essence. The parties acknowledge and agree that time is of the essence under
this Agreement.
25. Venue. Venue for any legal actions under this Agreement shall be in Seminole County,
Florida for state court actions and Orlando, Florida for federal court actions.
[EXECUTION PAGE FOLLOWS]
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 8 of 9
Book7472/Page1036 CFN#2010127358
WITNESSES:
WITNESSES:
5� �tn_ddyti, t� �-t3-t{ .
PROPERTY OWNER:
WINTER SPRINGS HOLDINGS, INC.,
a Delaware corporation.
Print Name:
Title:
Date:
CITY:
CITY OF WINTER SPRINGS, FLORIDA
By:
Kevin L. Smith, City Manager
Date:
License Agreement
City of Winter Springs / Winter Springs Holdings, Inc.
Page 9 of 9
Book7472/Page1037 CFN#2010127358
Seminole County Parcel ID No
LEGAL DESCRIPTION
26-20-30-5AR-OA00-0070
PT OF LOTS 7 & 8 DESC AS BEG INT NLY LI LOT 7 & ELY R/W A_ RR RUN SLY ALONG
ELY RR R/W TO NLY R/W OVIEDO RD SELY ALONG NLY R/W OVIEDO RD TO A PT 660
FT N OR N LI GARDENA FARMS S 85 DEG E TO E LI OF LEVY GRANT N 5 DEG E TO NE
COR NOT 7 NWLY ALONG NLY LI LI LOT 7 TO BEG BLK A (LESS ESMT DESC IN ORB
3988 PG 1075 & PTS OF LOT 7 N & SE OF ESMT)
Seminole County Parcel ID No.: 06-21-31-300-0010-000
LEG SEC 06 TWP 21 S RGE 31E SCL RR R/W LYING NLY OF OVIEDO RD
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