HomeMy WebLinkAboutSchrimsher Land Fund Standstill Agreement -1999 05 10
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STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (the "Agreement") made and entered into this lath
day of May , 1999 by and between THE CITY OF WINTER SPRINGS, a Florida municipal
corporation (hereinafter referred to as the "City") and SCHRIMSHER LAND FUND 1986- II, L TD.;
SCHRIMSHER LAND FUND III, LTD.; SCHRIMSHER LAND FUND V, LTD.; ami
SCHRIMSHER LAND FUND VI, LTD., all Florida limited partnerships (hereinafter collectively
referred to as "Schrimsher").
RECITALS
A. On March 8, 1999, the City conducted the first reading of Ordinance No. 707 entitled
"Town Center District Design Regulations" (hereinafter referred to as the "Ordinance"). The
Ordinance affects certain real property owned by Schrimsher and Schrimsher is opposed to the
adoption of the Ordinance.
B. On May 5, 1999, Schrimsher entered into that certain Agreement of Sale and
Purchase between Schrimsher, as "Seller", and Rohit Joshi, d/b/a Joshi & Associates, as "Purchaser"
regarding the sale and purchase of approximately 436 acres of real property owned by Schrimsher
within the City of Winter Springs (the "Land Contract").
C. The parties have agreed that the Second Reading of the Ordinance will be defen-ed
as described herein.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual premises, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. Recitals. The foregoing recitals are nereby incorporated herein by reference.
2. Deferral of Second Reading. The City hereby agrees to defer the second reading of
the Ordinance until the earlier of (i) the first regularly scheduled City Commission meeting after
October 1, 1999, or (ii) the first regularly scheduled City Commission meeting after thirty (30) days
following receipt of written notification from Schrimsher that the Land Contract has been terminated
(the "Standstill Period"). In either event, prior to conducting the second hearing on the Ordinance,
the City agrees to conduct a City Commission workshop session (the "Workshop Session") to allow
Schrimsher an opportunity to explain why a "companion agreement" specifically addressing issues
raised by Schrimsher should be entered into simultaneously with the adoption of the Ordinance if
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it is adopted. The Workshop Session shall be conducted at least one (1) week prior to the City
Commission meeting at which the secohd reading of the Ordinaii.ce is to occur.
3. Application(s) for Development. During the Standstill Period Schrimsher agrees not
to apply for or cause to be applied for any application(s) for development approval with regard to
any property included in the Ordinance.
4. Notices. Any notices required or permitted under this Standstill Agreement shall be
in writing and shall be deemed delivered when hand delivered or mailed, postage prepaid, by
registered or certified mail, return receipt requested, or when deposited with a nationally recognized
overnight delivery service, e.g., Federal Express, Purolator, Express Mail, etc., or when sent by
facsimile transmission addressed to the respective parties at the respective addresses set forth below:
To Schrimsher:
With copy to:
To City:
Schrimsher Land Fund 1986-II, Ltd.
Schrimsher Land Fund III, Ltd.
Schrimsher Land Fund V, Ltd.
Schrimsher Land Fund VI, Ltd.
c/o Schrimsher, Inc.
Attn: Michael A. Schrimsher, Vice President
600 East Colonial Drive, Suite 100
Orlando, Florida 32803
Telephone: 407/423-7600
Fax: 407/648-9230
Michael J. Grindstaff, Esquire
Shutts & Bowen LLP
20 N. Orange Ave., Ste. 1000
Orlando, Florida 32801
Telephone: 407/423-3200
Fax: 407/425-8316
. City Manager
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
Telephone: 407/327-1800
Fax: 407/327-4753
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.,
Copy to:
Robert D. Guthrie, Esquire
Frank Kruppenbacher, P.A.
105 E. Robinson Street, Suite 201
Orlando, Florida 32801
Telephone: 407/246-0200
Fax: 407/426-7776
5. Severability. If any provision or portion of this Standstill Agreement is declared by
any court of competent jurisdiction to be void, unconstitutional or unenforceable, then this entire
Standstill Agreement shall be deemed to be null and void.
6. Amendments. Any modification, amendment or change to this Standstill Agreement
will be effective only if in writing signed by both parties.
7. Attorneys' Fees. In the event oflitigation in connection with either party's breach
of this Standstill Agreement, the prevailing party shall be entitled to reimbursement from the other
for all costs and expenses incurred in connection therewith.
[THIS SPACE IS INTENTIONAL]
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IN WITNESS WHEREOF, the parties hereto have executed this Standstill Agreement as of
the date first above written. .
WITNESSES:
CITY:
By:
. LQ\lt rJ6F o.S
SCHRIMSHER:
SCHRIMSHER LAND FUND 1986-11,
LTD., a Florida limited partnership
SCHRIMSHER LAND FUND III, LTD.
a Florida limited partnership
SCHRIMSHER LAND FUND V, LTD., a
Florida limited partnership
SCHRIMSHER LAND FUND VI, LTD.,
a Florida limited partnership
By: Schrimsher Inc., a Florida corporation,
as General Partner
Prfut~~~~\P-C
By: ~A~
Michael A. Schrimsher, Vice President
ORL95 114844.1 - CEJ
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