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Home My WebLink About1999 08 16 Other COMMISSION AGENDA TOWN CENTER WORKSHOP Consent Informational Public Hearin Re ular Worksho De~ August 16. 1999 Meeting MGR REQUEST: The City Manager requests the Commission receive a report on the Standstill Agreement dated May 10, 1999 with Schrimsher Properties. PURPOSE: The purpose of this workshop is 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 Town Center District Code. CONSIDERATIONS: The City Commission entered into a Standstill Agreement on May 10, 1999 with Schrimsher Properties allowing 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 Town Center District Code. FUNDING: N/A RECOMMENDA nON: Informational Only ATTACHMENTS: "'1. A. Standstill Agreement COMMISSION ACTION: CDD/August 13,1999/10:13 AM ATTACHMENT A t STANDSTILL AGREEMENT TIDS STANDSTILL AGREEMENT (the "Agreement") made and entered into this 10th day of May , 1999 by and between THE CITY OF WINTER SPRINGS, a Florida municipal corporation (hereinafterreferred to as the "City") and SCHRIMSHER LAND FUND 1986-II, LTD.; SCHRIMSHER LAND FUND III, LTD.; SCHRIMSHER LAND FUND V, LTD.; and 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 deferred 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 hereby incorporated herein by reference. 2. Deferral of Second Re~ding. 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 I. it is adopted. The Workshop Session shall be conducted at least one (1) week prior to the City Commission meeting at which the second reading of the Ordinance 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 -2- .Ie . J 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 ofthis Standstill Agreement, the prevailing party shall be entitled to reimbursement from the other for all costs and expenses incurred in connel.:tion therewith. [THIS SPACE IS INTENTIONAL] -3- ').~ .. IN WITNESS WHEREOF, the parties hereto have executed this Standstill Agreement as of the date first above written. WITNESSES: l '. L(NI,J6FOS y~ ~~~~\~r ORL95 114844.1 - CEJ CITY: By: 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 By: ~A~ Michael A. Schrimsher, Vice President -4-