AGREEMENT
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~ THIS AGREEMENT made and entered into on this
day of ~AL;nlll})J , 1985, by and between the CITY OF
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AGREEMENT
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CLEARWATER, FLORIDA, a municipal corporation, hereinafter
referred to as "City," and the Chi Chi Rodriguez Youth Foundation
Inc.. a Florida non-profit corporation whose address is Post
Office Box 1521, Largo. Florida, hereafter referred to as
"Foundation."
WIT N E SSE T H:
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WHEREAS. the City is a municipal corporation
certain undeveloped land in the North section of the City of
Clearwater; and
WHEREAS, the Foundation desires to lease said land from
the ~ity in order to operate an environmental/vocational
educational and rehabilitative program for young people, and to
construct and operate a public golf course and driving range;
where young people will have an opportunity to meet and socialize
with members of the community at large as an important element of
the program; and
WHEREAS, the City finds that the lease of the property
for such uses is for a proper public purpose;
NOW. THEREFORE, in consideration of the premises and of
the faithful performance by each of the parties of the covenants
and agreements between each other made. it is mutually agreed
between the parties hereto as follows:
1. For and in consideration of the sum of One Dollar
($1.00) per year and other good and valuable consideration to it
in hand paid, the receipt whereof is hereby acknowledged. the
City does hereby lease unto the Foundation that certain parcel of
real property located in Pinellas County. Florida, which is
described in Exhibit A attached hereto.
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2. The initial term of this agreement shall commence on
91D7~./~/2.lfJ?5 , and shall end on ~ /.:2-. , 2000,
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unless ~therwise extended or terminated as provided in this
agreement.
At the end of each year during the first ten (10)
calendar years during the term hereof, beginning December 31,
1985, the initial fifteen (15) year term of the agreement shall
be automatically extended for one additional year if City has not
previously notified the Foundation in writing of City's election
not to permit such automatic extension.
In no event shall the
initial term of this agreement, plus all automatic extensions
herein provided for, exceed twenty-five (25) years.
As us ed
herein, the expression "term hereof" refers to the initial term
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hereunder and to any extension thereof as herein provided.
3. The Foundation agrees to develop and construct
educational and rehabilitative facilities that will include,
among other things, .an 18 hole PGA regulation size golf course
on that portion of the above-described property located on the
West side of McMullen-Booth Road, (herein, the "Project"), and a
supplementary PGA Tour family golf center consisting of a driving
range on that portion of the above-described property located on
the East side of McMullen-Booth Road (herein, the "Driving
Range"), and accessory facilities related thereto.
The Proj ec t
shall include the facilities necessary and incidental to the
education programs described in Exhibit B to this agreement.
4. The Foundation, at its expense and prior to
construction, shall secure any and all permits that may be
required by Federal, state, or county governmental regulatory
agencies, including but not limited to permits required for
environmentally sensitive areas, site work and construction
activities.
The City will cooperate with the Foundation in
attempting to obtain all necessary permits and variances.
S. The Foundation, at its expense and prior to
construction, shall secure any and all permits that may be
required by the City of Clearwater.
With the exception of impact
fees, which must be paid by the Foundation, the City agrees to
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waive all fees associated with the development of the leased
property during the first seven (7) years of the term thereof.
6. The Foundation shall comply with the City's site
plan review process and shall provide the City, from the
appropriate government agency, evidence of approval of the site
plan as it relates to golf course construction in the vicinity of
the eagles nest.
7. The Foundation, subsequent to receiving final site
plan approval, shall comply with all applicable City codes.
8. The Foundation shall at all times maintain and
operate the Project and shall make the golf course available to
the general public at fees comparable with other regulation golf
courses open to the public within Pinellas County. A schedule of
fees shall be furnished to the City for informational purposes
when the fees are initially established and as they may be
amended from time to time, but not less often than annually.
9. The Foundation shall not use the leased premises for
any purpose or purposes other than for charitable and educational
purposes as described herein.
10. The Foundation may sublease that portion of the
leased property located on the East side of McMullen-Booth Road
for the purpose of constructing and operating the Driving Range.
A. The sublease agreement shall incorporate by
reference all of the terms of this agreement, and
sublessee shall be subject to all of the duties and
obligations of the Foundation imposed by this agreement,
without relieving the Foundation of any of its duties
and obligations hereunder.
B. The initial term of the sublease agreement shall be
no greater than the initial term of this agreement. The
sub-lease agreement may include a provision for the
automatic extension of the initial term, but in no event
shall the initial term of the sublease agreement be
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extended beyond any extension of this agreement. In the
event that the City notifies the Foundation in
writing of the City's election not to permit an
automatic extension, the Foundation shall give the
sublessee notice in writing that the term of the sub-
lease shall likewise not be extended. A failure by the
Foundation to give notice to the sublessee as required
by this paragraph shall not operate to extend the term
of the sublease thereafter, and the sublessee shall be
deemed to have constructive knowledge of any written
notice by the City to the Foundation of the City's
election not to permit an automatic extension of the
term of this agreement.
C. The sublease agreement shall be submitted by the
Foundation to the City for review and approval prior to
its execution, said approval not to be unreasonably
withheld.
11. The Foundation shall not assign this lease or any
of its rights under this agreement, sublease any part of the
leased premises except as authorized above, or mortgage,
transfer, hypothecate, pledge or dispose of the leased property
in any form or manner whatsoever.
12. The Foundation agrees that construction of the
Project and Driving Range will commence within five (5) years and
be completed within seven (7) years of the date of this
Agreement.
13. The Foundation agrees that, subsequent to the
completion of construction in accordance with the certified site
plan, it will not make any physical changes to or construct new
permanent facilities on the leased property without City
approval. The City Manager will have authority to approve minor
site plan changes, with City Commission approval required for
major revisions.
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14. The Foundation agrees to open the golf course and
require the sublessee to open the Driving Range to the public at
hours similar to those established at other courses and driving
ranges open t? the public in Pine lIas County, except that public
use of the golf course will be subject to the requirements of the
Foundations's educational and rehabilitative programs.
15. The Foundation shall make no unlawful, improper or
offensive use of the leased property nor permit its use in any
way to beco~e a nuisance.
16. The Foundation shall be responsible for the
maintenance of all features of the leased property including but
not limited to drainage, environmentally sensitive land, trees
and landscaping, and all improvements to the leased property.
17. The City shall at its expense construct a treated
waste water effluent main across the leased property for the
purpo.se of irrigation.
The Foundation agrees to use treated
effluent for general irrigation purposes insofar as allowed by
applicable regulatory authorities.
18. The Foundation shall pay all costs of operating the
Project and Driving Range and all costs of maintenance and repair
thereof, including all utilities, but a portion or all of the
costs of operating, maintaining and repairing the Driving Range
may be paid by the sublessee according to such terms as the
Foundation and the sublessee may agree.
There shall be no
expenses chargeable to the City.
19. The City agrees that the Foundation may retain all
fees and charges received from the operation of the Project and
all income received from the sublessee.
20. The Foundation agrees that all of its income derived
from the use of the leased property shall be used for the
operation and maintenance of, and improvements to, the Project
and Glen Oaks Golf Center.
21. The Foundation agreees that all buildings and other
improvements which are permanently affixed by the Foundation on
the leased property shall become the property of the City at the
expiration or termination of this Agreement.
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22. The Foundation shall, prior to the commencement of
any activity for which a City permit is required, and at its own
,
expense, purchase and thereafter maintain through the term of
this agreeme~t the insurance coverage set forth below:
(1) Property Insurance - Real Property (including
improvements or additions)
(a) Form - All Risk Coverage.
Coverage shall be
no more restrictive than that afforded by the
latest edition of Insurance Services Office Forms
CF0011, CF0013, CF0420, and CF1210. If
available, sink hole insurance shall be included.
If the provisions of the All Risk policy do not
exclude sink holes, as verified by the City's
insurance consultants, the Foundation shall be
deemed to be in compliance with this paragraph.
(b) Amount of Insurance.
The full insurable
value on a replacement cost basis.
(c) Flood Insurance.
If buildings or structures
are located within an identified special flood
hazard area, flood insurance shall be provided
for the total insurable value of such buildings
or structures or the maximum of flood insurance
coverage available under the National Flood
Program, whichever is less.
(d) The City of Clearwater shall be named as an
additional insured.
(2) Boiler and Machinery Insurance.
If the
improvements include boiler(s), pressure vessel(s),
or air conditioning/heating equipment, the Foundation
shall maintain comprehensive insurance covering the
equipment loss on the demised property resulting from
the maintenaqnce and operation of such equipment,
including but not limited to repair and replacement
of the equipment and liability for damage to the
property of others.
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(a) Amount of insurance - $1,000,000 per
occurrence.
(b) The City of Clearwater shall be named as an
additional insured.
(3) Comprehensive General Liability. Coverage shall
be afforded on a form no more restrictive than the
latest edition of the Comprehensive General Liability
Policy filed by the Insurance Service Office and
shall include:
(a) Minimum limits of $1,000,000 per occurrence
combined single limits for bodily injury
liability, and property damage liability.
(b) Premises and operations coverage.
(c) Independent contractorscoverage.
(d) Products and completed operations coverage.
(e) Personal injury coverage with employees and
contractual exclusions removed.
(f) Liquor law liability, if applicable.
(g) The City of Clearwater shall be named as an
additional insured.
(4) Business Auto Policy. Coverage shall be afforded
on a form no more restrictive than the latest edition
of the Business Auto Policy filed by the Insurance
Services Office and shall include:
(a) Minimum limits of $1,000,000 per occurrence
combined single limits for bodily injury
liability and property damage liability.
(b) Coverage on all vehicles (owned, hired, and
non-owned.)
(c) The City of Clearwater shall be named as an
additional insured.
(5) Worker's Compensation. Coverage shall apply for
all employees in an amount at least equal to the
statutory limits of coverage according to applicable
State and Federal laws. In addition, the policy
shall include employers' liability coverage with a
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limit of $500,000 per occurrence.
If the self-
insured status of the Lessee is approved by the State
of Florida, the Lessor arees to recognize and accept
same upon proof of such approval.
Copies of all current insurance policies covering
insurance required by this agreement shall be
furnished to the City Clerk of the City prior to the
commencement of any activity for which a City permit
is required. Each insurance policy shall provide
that not less than sixty (60) days notice of
cancellation or restrictive modification of the
policy shall be furnished to the City.
23. The Foundation shall pay any Federal, State and
local taxes and special assessments which may be levied on the
leased property and any improvements placed thereon, and to
require the sublessee to pay any such taxes and special
assessments with respect to the property subleased to the
sublessee and any improvements placed thereon, but it is agreed
that the uses herein contemplated serve proper public and
municipal purposes, and the parties in no way waive any
exemptions permitted by law.
24. If, at any time during the term of this Agreement or
any extension thereof, the Foundation should default in the
performance of any of its obligations required hereunder, then
the City of Clearwater shall furnish to the Foundation a notice
in writing specifying the default and giving the Foundation
thirty (30) days in which to correct the default. If the default
is not corrected within thirty (30) days after giving the notice,
then the City may terminate this Agreement and
immediately take possession of the leased property, and all
improvements thereon shall become the property of the City.
25. In the event of termination of this agreement
because of default by the Foundation, and if the Foundation has
subleased a portion of the leased property as provided
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herein, the sublessee shall assume the rights and obligations of
the Foundation under this agreement as if the sublessee were a
party to this agreement, with respect to the property which is
the subject of the sublease, and as if this agreement had not
been terminated, but the terms of this agreement may be re-
negotiated with sublessee at that time.
26. The Foundation, not later than six (6) months after
the end of each of its fiscal years during the term of this
Agreement, shall provide the City with a copy of the Foundation's
annual financial statement, including a balance sheet and income
statement relating to the Foundation's operations under this
Agreement, and shall provide the City with a report of its
activities during the fiscal year.
27. The City, with reasonable notice to the, Foundation,
shall have the right.to inspect the leased premises and to review
the Foundation's financial records pertaining to the Foundation's
operation.
28. In the event the leased property and all
improvements are not returned to the City in as good a condition
as they are at the time the Certificate of Occupancy is issued,
ordinary wear and tear and acts of God excepted, then the
Foundation shall be obligated to the City for all actual
expenditures for material and labor, including the cost of using
City work forces, required to return the property and
improvements to such condition.
29. In order to establish the condition of the leased
property and improvements for the purposes of the preceding
paragraph, the parties agree to designate an impartial person to
inspect the golf course and family golf center at the time the
Certificate of Occupancy is issued, and to provide a written
evaluation (including photographs of the golf course, educational
facilities and family golf center) to the City and to the
Foundation. In the event of a subsequent dispute regarding the
condition of the property and improvements, the evaluation will
serve as the basis for comparison of the condition at the time of
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the dispute with the condition at the time of the evaluation.
The designated person, if available at the time of any such
dispute, may inspect the property and improvements at that time
and prepare a.similar evaluation, and his determination shall be
conclusive and binding on both parties.
30. The Foundation agrees that the construction,
operation and maintenance of the Project under this Agreement
will not result in a reduction of attention to or maintenance of
the Glen Oaks Golf Center by the Foundation during the term of
that Agreement between the City and the Foundation dated October
10, 1983, or any extensions thereof.
31. Any notices provided for hereunder shall be sent by
certified mail, return receipt requested, to the City, c/o City
Manager" P.O. Box 4748, Clearwater, Florida 33518, and to the
Foundation, c/o William Hayes, Post Office Box 1521, Largo,
Flor~da, or to such other address as either party by written
notice to the other may direct.
32. The City retains the right to terminate this lease
for any municipal need determined by the City Commission to be
necessary for a superior public purpose and consistent with the
City's charter. In addition, the City may terminate this
Agreement in the event that the State of Florida or any of its
agencies .or political subdivisions thereof requires the leased
property or any portion thereof for.a public purpose. In either
event, the Foundation shall be entitled to just compensation for
its investment in the leased property and for its relocation
expenses to another site within Pinellas County.
33. The Foundation shall operate and conduct the Project
and shall require the sublessee to operate the Driving Range in
accordance with all applicable laws of the State of Florida and
the Charter and ordinances of the City of Clearwater, and to
obtain at its expense all necessary licenses and permits required
by the State of Florida and City of Clearwater.
34. The Foundation, at its expense, shall develop and
construct a nature center and park on City-owned property
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described in Exhibit C attached hereto, according to plans
approved by the City, and construction shall begin within five
(5) years and be completed within seven (7) years of the date of
this Agreement.
IN WITNESS WHEREOF, the undersigned parties have set
their hands and seals the day and year first above written.
By
Attest:
Q~ ~~, i:i.., D..~
ty Clerk
Approved as to form and
corrrectness:
d6:~
Secretary
CHI CHI RODRIGUEZ YOUTH
FOUNDATION, IN,C. ~
ByWdkC
President
Attest:
Witnesses:
BY:I:t:z;,~~
Vice-Pre ent
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As to Chi Chi Rodriguez Youth Foundation, Inc.
STATE OF FLORIDA
County of Pine11as
Before me the und~rsigned authority, personally appeared uJl~ Qi.JtL"IY'o r. f-\ol\2Ll
, as ~~ of Chi Chi Rodriguez Youth Foundation/
Inc. and \J.l^K1--7'Y"\~~~Y\Oo~ , as ~l1'a- rnQ~~ of Chi Chi
Rodriguez Youth oundation, Inc., a Florida non-profit corporation,
who by me being well known, after first being duly sworn, did "I
acknowledge before me that he is _{)^OMr~ and she is Y..l'r C -
~p~ of said corporation and did acknowledge that they
executed this instrument as his free act and deed on behalf of
said corporationuJhis 'lo~~ day of ~\tS\J'-Q.NY\..~~ , 1985.
IN WITNESS WHER.;~ :f$ha..v~ hereunto set my hand and affixed my official
seal this c.:,-\~~f,o~~(~~ , 1985, at C'QCUlA.L......r.TII/\ , Florida.
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EXHIBIT A
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City of Clearwater property on either side of McMullen-Booth Rd. snd
north of State Road .580 in Section 20, Township 28 S, RaD8e 16 E. and Section
21, Townahip 28 S, &aD8e 16 E. beina further described as follows:
. PARCEL ONE
A parcel of land in Section 21, TOWDship 28 S, Ranle 16 E, Pine11as County,
Florida and beina more particularly described as follows:
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From the South 1/4 Corner of said Section 21, thence N 89030'24" W
alonl the South Line of said Section 21, 102.5 feet for a Point of BeliDDinl;
thence 1eavinl .aid South Line N 00012'04" W, 1,370.93 feet; thence
S 89041'17" W, 1,141.25 feet to a point, said point beina on the proposed
Easterly right-of-way line of McMullen-Booth Rd; thence a10D8 said proposed
Easterly right-of-way line for the followina four courses: (1) thence
S 00003'20" E, 659.99 feet to a point of a curve; (2) thence a10nl the arc of a
curve to the left, haviD8 a radius of 3,238.00 feet, arc 242.40 feet, chord
S 02012'01" E, 242.34 feet to the point of tangency; (3) thence S 01018'19" E,
283.10 feet; (4) thence S 04012'24" E, 59.61 feet; thence leavina said proposed
Easterly right-of-Way line S 89030'24" E, 330.00 feet; thence S 81033'49" E,
803.89 feet to the Point of Beginning. Subject to an access area for drainage,
utilities, ingress and egress 1yina in the north 150 feet of the above
described parcel one tOlether with the south 350 feet of the North 450 feet of
the west 100 feet of said parcel one.
PARCEL TWO
A parcel of land in Section 20, TOWDship 28 S, Range 16 E, Pinel1as County,
Florida and beina more particularly described as follows:
The North 1/2 of the Northeast 1/4 of the Southeast 114 of said Section
20.
and
The North 3/4 of' the South 1/2 of the Northeast 1/4 of the Southeast
1/4 of said Section 20.
and
Commence at the East 1/4 corner of said Section 20; thence
S 89054'58" W, alOD8 the East-West Centerline of said Section 20, 495.47 feet
to the Point of BegiDDiD8; thence continue S 89054'58" W, along said line
838.64 feet to the Northwest corner of the Northeast 1/4 of the Southeast 1/4
of said Section 20; thence S 00000'16" W, along the West line of said Northeast
1/4 of the Southeast 1/4, 1,221.50 feet; thence leavina said line
S 89050'51" W, 370.01 feet; thence N 00000'16" E, 635.80 feet to a point of
curve; thence alOD8 the arc of a curve to the right, radius 950.00 feet, arc
1,361.59 feet, chord N 41003'51" E, 1,248.01 feet to a point of reverse curve;
thence alOD8 the arc of a curve to the left, radius 1,050.00 feet, arc 170.34
feet, chord N 77028'35. E, 170.16 feet to a point on curve; thence 1eavina said
curve S 19021'16" E, 240.76 feet to a point of curve; thence along the arc of a
curve to the left radius 290.00 feet, arc 222.05 feet, chord S 41017'23" E,
216.67 feet to the Point of Beginning. LESS AND EXCEPTING the Southerly 50.4
feet more or less, platted in Eagle Estates as recorded in Plat Book 74, Pages
40 and 41 of Public Records of Pinellas County, Florida. Also LESS AND
EXCEPTING an 80 foot draiDale, utility and right-of-way easement described as
follows;
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Begin at the Northeast corner of the Southeast 1/4 of said Section 20,
thence S 00.01'19" W, along the East line of the Northeast 1/4 of the Southeast
1/4 of said Section 20. 80.00 feet; thence N 82049'46" W. 404.16 feet to a
point of curvature of a curve to the right; thence along the arc of said curve.
radius 290.00 feet. arc 99.23 feet. chord bearing N 73.01'37" W. chord 98.74
feet to a point on the North line of the Northeast 1/4 of the Southeast 1/4 of
said Section 20; thence N 89054'58" E, along said North line. 495.47 feet to
the P~int of Beginning.
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PARCEL THREE
A parcel of land in Section 21. Township 28 S. Range 16 E, Pinellas County,
Florida and being more particularly described as follows:
The West 1/2 of the Southwest 1/4 of said Section 21. LESS AND
EXCEPTING an 80 foot drainage. utility and right-of-way easement lying in the
North 80 feet of the West 1/2 of the Southwest 1/4 of said Section 21. Also
LESS AND EXCEPTING the easterly 100 feet for proposed right-of-way of
McMullen-Booth Road. Also LESS AND EXCEPTING the Westerly 101 feet of the
Easterly 201 feet of the Southerly 121 feet of the West 1/2 of the Southwest
1/4 of said Section 21. Also LESS AND EXCEPTING the Westerly 580 feet of the
Easterly 680 feet of the Northerly 930 feet of the West 1/2 of the Southwest
1/4 of said Section 21.
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ROAD
450'
150'
NOTE:
THIS IS NOT
A SURVEY.
MJB
09/30/85
10/17/85 REV.
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'CHI CHI RODRIGUEZ YOutH FOUNDADON
1345 Court Street, Clearwater. Ronda 33516 (813) 443-7668
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PRESIDENT
William C, Hayes
VICE PRESIDENT
Vivian J, Brownlee. LPGA
TREASURER
Louis Ortiz. CPA
BOARD OF DIRECTORS
CHAIRMAN
Juan "Chi Chi" ROdriguez
VICE CHAIRMAN
William C, Hayes
DIRECTOR OF MARKETING
Cary Still
PUBLICIST
Julie Nathanson
DIRECTORS
Sandy Berkowitz
Vivian J, Brownlee, LPGA
John Gallagher. CPA
William C. Hayes
Joe Inman, PGA
ADVISORY BOARD
Lynn Adams, LPGA
William Braddock
John Broil, PGA
Mary Bryan. LPGA
Mary Dwyer, LPGA
Dale Eggeling. LPGA
Marlene Hagge, LPGA
Pat I nners
Oar Robart
Ralph Roberts
Robert H, Still, Jr.
Myra Van Hoose. LPGA
EDUCATIONAL BOARD
Gus Sakkis - Chairman
John Blank
Belly Hamilton
William C, Hayes
Jade Moore
Douglas Gregory
Pegoty Lopez
Fred Buckman
GOLF DIRECTOR
Jim Barber
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EXHIBIT B
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The Chi Chi Rodriquez Foundation will construct
and operate on the leased land a facility for educating
and rehabilitating poor, abused or delinquent children.
The facility will include:
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1 )
A full time, fully accredited middle
school which will offer academic and
vocational courses.
2 )
A nature trail which will be built
and maintained for public use and by
the children participating in the
foundation program.
3 )
An 18 hole golf course for the use of
the public and program participants; and
4) A driving range which will be built and
operated for public and foundation use
by commercial and professional golf
interests on 20 acres of land subleased
from the foundation. The facility will
contain approved structures.
The foundation will operate three (3) educational
and rehabilitative programs from this facility and its
facility at Glenn Oaks Golf Center; the middle school;
an after school program of activities for disadvantaged
children attending Pinellas County Public Schools and
a suspension center program operated under contract
with the Pinellas County School System for children who
have been temporarily suspended from the public schools
but are legally obliged to attend an alternate activity
during the period of their suspension.
The educational programs of the Foundation shall be
operated on an interchangeable and concurrent basis at the
Project and at Glenn Oaks Golf Center.
.~-
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EXHIBIT "e"
MACH 0 LIA CR..E.EX
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Begin at tbe southwest corner of the northeast 1/4 of Section' 21, Township 28
South, Range 16 E, said corner also being tbe soutb~e&t corner. of Lot 38~ Block
A, Briar Creek Mobile Home Co~unity I, a condominium, as recorded in
condoclnium Plat Book 24, Pages 94 through 102 of the Public: Records. of :!
Pinellas County, Florida; thence S 000 09' 35- E, along tbe East line of; the
northeast 1/4 of the South~est 1/4 of said Section 21, 3D_DO feet; thence N
890 22' 4T \( along a line 30.00 south of and para.1.1el to tb~ north line of
said nortbeast 1/4 of the soutb~est 1/4, 856.91 feet to the ~ortheast corner of
a parcel of land describf!d. 'in tbe deed of conveyance as recorded in O.R.\ 5~53,
pages 2091 and 2092 of said ?ublic Records; tbenc.e S 000 03' ,20- E along the
east boundary of said parcel, 200.00 feet to the southeast corner of said
parcel; thence N 890 22' 43" ~, along the south line of said 'parcel 385.60 feet
to tbe easterly line of. the proposed 200' right-of-.:ay of Mc:1iullen. Booth' Road;
thence S DaD 03' 20" E along said easterly line 1087.52 feet; thence N 890 41'
l7~ E 1080.00 feet; thence N 000 03' 20~ W 370.00 feet; thence N 890 41' 17-
E, 322.37 feet; thence N 000 03' 20" W, 924.68 feet to a point on the soutb
line of Elock A of said Plat of Briar Creek Hobile Eome Co~unity I, A . .
condominium; thence N 89D 22' 43~ H along said soutb line, 150.00 feet to the
point of beginning.
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MJB
09/30/85
10/17/85 REV.
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SOCCER
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ROAD
450'
ISO'
NOTE:
THIS IS NOT
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