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09/28/1992 - Special 'i \ '. I . '! ., I ~" . . j. I" I J. . i:: j~. . '}.' it it 1 , ':1 , .~ i: ;~. ~, t ~~ }i ..\ :{ J_ ;1 '6 ~\1 :4 fh ij 1" ?" 1~ .~ 'I' .' j ., , I , , I. ., ." 'C ,-\-. Comm., . , ' sSIo.n j. " .1" :I} . ": : 'S~e.c\~ \ ,,^e.e~\n ., . CJ. a8- q~ '., .1 . I " ,i " .' " .~ , ~ I :: .\ ., " , l , , . ! 'I " . ~ ' i .j. !I ,) " '.1) I 'r .\ ,( .\ ., , ., \ , ' " . un .. , I ,J .. .1 .1 j f. , .. ., : E.' ~ ') . ,. ":" ..., "4C'+ :/1 :1 . , .. , ,t , q , ,. I .: :1 .1 .,' ;' '1\: ,,\ ~'. J, "j .r) " : ~ . I AGENDA 'City Commission Special Meeting Monday, September 28, 1992 , 9:00 A.M. " ", ,I ~ ;', . i ~ ; ~> ,u: ,'il " I: :. ~ ~.~A".: " ~ i . ',,:,:. " \. c~ , ...'. ,': .. 1., Call to order, ~.,I " !:, 1, , i:" :' ~l"::::' w:: ,~.. :' ,l:) ."It~}; ''','', ~'" I I ,~~i ~ r".;.~,:,," ': : I ~ '(~? '11h\' , \0<'1 , i,3" .' r.~~: . '~:. ~ <~. .1; ", -:\ 2., Florida Gulf Coast Art Center Agreement " :'. , 3. Adjournment: ( \{ , " 'f '/ ,f ,I ,,' , :1', , . , , " r , " , ,,' .' " 1 , ! " ,';/ ' ;'j' ~'J O.':~' : 'J ,i. 'I .1 .-;. ", ,/ ',I, ',' fr:s, " , ~ ;;~ ,:;;, 'I, I'.' '. ,I ~~~, t" . \~, [ ~ ~ _ rr~:+ I,' ,:-lS; , '!~.t~'., ,IH~ . ,;jH' :( ILl' , lr~~:" ":'1~'~' )1'. ; i :~ ~ ~~. ':, ':'1i2 . ~: ~~:.; II" ii~~ 11 ~...:. , :!Cf, ::-..:r; .,i'j I '\ $I t ~. l. ~ g It It " .I 0\ " ~.~., ~) , (, .\ I' , ' '1 . .: "'I, q . "f ' ,,' ..... ';, :>i. (/ , '; I I '\ ;1.- \- . ~ \ \ 'c, .. :;\ ") " , ,. " < : ~ :1, 'j .j " . ! " 1 I, ..c....: , " ., (T , q ~ " , i ,', j I '. " \ ~ ~ c. , '~l . :t \ ,. 'I 'I , ! ~ . f . J " , j ,\ ,,' " f~"): : " ~ " ".P . ,<;- ~...., >\".1..-'0-.' ~. ~ ;....~,;i...."\-o ~...... ~. < \ If I" 'J, . '" ,I // .: AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT, made and entered into this day of September, 1992. by and between the CITY OF CLEARHATER, FLORIDA, a municipa 1 corporation ,. hereinafter referred to as lithe Se ller ," and FLORIDA GULF COAST ART CENTER, INC., hereinafter referred to as lithe purchaser;1l WIT N E SSE T H That in consideration of the payments and covenants herein provided, and other good and va luab le cons iderat ions, the Se 11 er agrees to selland the Purchaser agrees to buy the real property ("Property"), situate in Pinellas County, Florida, described as follows, to wit: See Exhibit 1 attached hereto. Subject to any easenlents and restrictions of record, and further subject to and together with all of the terms and provisions of Ordinance No. 5283-92 of the City of Clearwater which was passed and adopted by the Clearwater City Commission on September 17, 1992, a copy of which ordinance is attached hereto as Exhibit 2. The terms and conditions set forth in Section 2 of Ordinance No. 5283-92 . shall survive closing and shall be incorporated into the instrument of conveyance as covenants and restrictions to run with the land and be binding upon the heirs, successors and assigns of the Purchaser. Such terms and conditions include, but are not limited to, the restriction that the Property shall be used as an arts facility as defined in the Ordinance and for no other purpose. The i~clusion in this Agreement of certain terms and conditions of the Ordinance shall not be construed as a waiver or abandonment of other terms and conditions of the Ordinance not included herein. 1. This Agreement shall also be subject to approval by the qualified voters of the City of Clearwater at a special elect ion for such purpose on Tuesday, November 3, 1992, as provided in Ordinance No. 5283-92. 2. Purchase Price. The total purchase price of the Property shall be the sum of Seven Hundred Fifty Thousand ($750,000.00), of which the total balance shall be payable in full at closing, subject to adjustments and prorations. As additional consideration for this agreement, the Purchaser shall pay to the Seller the sum of $1,500.00 each month, on or before the fifteenth day of each month beginning with the month of January, 1993, and ending on the month prior to closing, not to exceed the total of $33,000.00, as described in and subject to the conditions and limitations set forth in Subsection (f) of Section 2 of Ordinance 5283-92. 3. Closing Date. The closing shall be not later than November 3, 1994. 4. Con~eyance. The Seller agrees to convey fee simple title to the Property to the Purchaser by Special \~arranty Deed, free and clear of all liens and encumbrances. except those set forth in this Agreement, if any, and those otherwise accepted by Purchaser. The Property sha 11 be ~onveyed subject to app 1 icab 1 e zoning requ irements of the City of Clearwater and the terms and conditions set forth in Section 2 of Ordinance No. 5283-92. 1 i j i I 1 ;. ,\ 5. Title Insurance. The Seller agrees to purchase at its expense a title insurance policy from a Florida licensed title insurer and to obtain with reasonable diligence. but not less than twenty (20) days prior to closingi a commitment for title insurance in the amount of the purchase price, which commitment sha 11 show a marketab le, unencumbered, fee simple title to the Property in the Seller, subject only to zoning, restrictions of record acceptable to Purchaser, taxes for the year of closing and subsequent years, and public utility easements acceptable to Purchaser; . and to conditions, liens, encumbrances, except ions or qua 1 if icat ions set forth in th is Agreement, and those which shall be discharged by the Seller at or before closing. The Purchaser sha 11 have a reasonable time after the de 1 i very of sa i d commitment for the examination thereof and within said period but not less than ten (10) days prior to closing shall notify the Seller in writing of any objections to said title. If such notification is not given within the time specified herein, then the title shall be conclusively deemed to be acceptable to the Purchaser. In the event that the title of the Seller is not good and marketable, the Seller shall have a reasonable time thereafter, but not more than one hundred twenty (120) days from receipt of notice from the Purchaser, to make a diligent effort to perfect the tit1ej and if the defects are not cured within such time, the Purchaser may either cancel this Agreement or waive the defects and ac~ept the Property without deduction on account of said defects. 6. No Brokers. Each party affirmatively represents to the other party that no brokers have been involved in this transaction and that no broker is entitled to.,payment of a real estate commission because of this transaction. , 7. Documents for Closing. The Seller shall furnish deed, mechanic's lien affidavit, and any corrective instruments that may be required in connection with perfecting title, together with the closing statement. 8. Survey. The Purchaser may obtain at its expense a survey. If the survey shows any encroachment on the Property or that improvements intended to be located on the Property encroach upon setback lines, easements, lands of others, or violate any restrictions', covenants or appl icable governmental regu 1 at ions, the same sha 11 be treated as a title defect if brought to the attention of the Seller not less than ten (10) days prior to closing. 9. Demolition of Existing Building. The Seller shall demolish the existing building on the Property at the expense of the Seller prior to closing, and the Property shall be cleared of ~ll improvements other than security fencing prior to closing. 10. Expenses. The Se 11 er sha 11 pay for the documentary stamps to be placed on the Deed and the costs for recording any corrective instruments that may be required in connection with perfecting the title. The Purchaser shall pay only the cost of recording the Deed. 11. Certa in Right s Reserved. As requ i red by Sect i on 270.11, F 1 or i da Statutes, the Seller reserves until itself and its successors an undivided three- fourths (3/4) interest in, and title in and to an undivided three-fourths (3/4) interest in, all the phosphate. minerals, and metals that are or may be in, on or under the Property, ard an undivided one-half (1/2) interest in all the i. ,i " L 'j<;-; " 'i-_ ~l~ 3:. '" 'i~ petroleum that is or may be in, on, or under said Property with the privilege to mine and develop the same. 12. Purchaser shall be given reasonable access to the Property prior to closing for the purpose of conducting surveys and environmental audits.- Purchaser agrees to indemnify Seller for any damages and/or injuries which may be sustained by any party by reason of the acts or omissions of Purchaser's agents, employees and sub-contractors when performing surveys and audits. 13. Hazardous Waste. This Agreement is conditioned upon the Property being free and clear of hazardous waste as that term is defined under ItCERCLA.11 Purchaser's obligations to purchase is conditioned upon Purchaser obtaining, at Purchaser's expense, a Phase I Environmental Audit showing the Property to be free and clear of hazardous waste. In the event the Phase I Environmental Audit! is not satisfactory, then Purchaser and Seller shall share equally the expense of a Phase II Environmental Audit. In the event a Phase II audit indicates the presence of hazardous waste, then Purchaser shall be relieved of its obligation to purchase the Property 'and shall be entitled to full refund of all deposits unless Seller or Purchaser agrees to bear the cost of removing hazardous waste. 14. Failure to Perform. If Purchaser fails to perform this Agreement within the time specified, including payment of all deposits, the deposits paid by Purchaser through the.date of default may be retained by Seller, as Seller's sole remedy, as agreed upon liquidated damages, consideration for the execution of this Agreement and in full settlement of any and all claims. If for any reason other than failure of Seller to make Seller's title marketable after dil igent agreement, the purchaser may seek specific performance or elect to receive the return of Purchaser's deposits. In any litigation arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover reasonable attorney's fees and costs. 15. Persons Boundj Agreement Not Assignable Without Prior Consent of Seller. This Agreement shall be binding on the parties hereto and their respective heirs, successors, and assigns. Neither this Agreement nor any rights hereunder shall be assignable without the express prior consent of the Seller as provided in Subsection (g) of Section 2 of Ordinance 5283-92. 16. Agreement and Ordinance Recordable; Public Records. This Agreement or a notice thereof may be recorded in the public records of pinellas County, and Ordinance 5283-92 shall be so recorded following approval by the voters of the City of Clearwater as provided by the Ordinance. This Agreement shall be deemed a record available for public inspection in the offices of the Seller pursuant to the Public Records Law of Florida. 3 " ,- , I' , , . oj '. :r. , .. f, . , '/ ~ i ( j I , " I i IN WITNESS WHEREOF, the parties hereto have 'set their hands and seals the day and year, first above written. Countersigned: , CITY OF CLEARWATER, FLORIDA Michael J. Wright City Manager Attest: " , r' R ita Garvey Mayor-Commissioner ,Approved as to form and correctness: By: 1M. A. Galbraith, Jr. ; City Attorney IHTNESSES: Cynthia E. ,Goudeau City Clerk FLORIDA GULF COAST ART CENTER, 'INC. " \ t " , ,By: ' Print name: ' Title: Attest: :' : .'l C', > ;, Secretary I :c'!. , ,.,' , ~.\, ~~~i "''I. , .. .r <'[ " ' , ;;;: .' ';. ,', f l' f " I , t ,! ) ; I, j 1 , , 1 ',! f ,J '" I,' '.;,) , A' . 1~ . ,"} , ,~:fi . ~"'" , .:~~ ,~. r'~~. . .~3~ .' :~\I? . '. +-:'~.. ;/~~.' ., \,~; T, . ~~~~ '. ~.. 'I 1 I " L 1 I c; '::1,;', 'l \ :'.I~~ c _, c. 'c.';' I " r.'. '. I .:)'~ .,,} :1. 4 .. \ ',','l , , ~ 7o" , I " ' " .~' . ~:,::~ \ .i;' ~ :,,/' , , , 'j ,- , ,I: \. I i I \ ,j 'J' , 'I .' " Lot 3, less the East 15 feet thereof, and all of Lots 4 and 5, Edward Millis Subdivision, according to the plat thereof recorded in Plat .30ok 9, Page 36, of the public records of Pinellas County, Florida, and a portion of Lots 1 and I-A, Rompon's & Baskin's Corrected Map of Causeway Business District, according to the plat thereof recorded. in Plat Book 57, Pages 1 and 2, of the publ ic records of Pinellas County, Florida, being more particuJarly described as follows: . . BEGIN at the Northeast corner of said Lot I, thence S 01026117" E, along the East line of said Lot 1 and the West line of the East 15 feet of said Lot 3, said line also being the West right-of-way line of Osceola Avenue, for 224.38 feet to a point on the South line of said Lot 3; thence N 89058'26" W along the South line of said Lots 3, 4 and 5, and the South line of said Lot I-A, said line also being the North right-of-way line of Cleveland Street, for 389.00 feet; thence departing said lil.e, run N 00000115" H for 217.30 feet to a point on the North line of said Lot 1; thence along the North line of said Lot 1 for the following two (2) courses: (1) S 89058126" E for 172.65 feet; (2) N 88007114" E for 210.85 feet to the POINT OF BEGINNING. . \, LESS the following described property: Portion of Lot 3, Edward Millis Subdivision, according to the plat thereof recorded in Plat Book 9, Page 36, of the public records of Pinellas County, Florida, being more particularly described as fo llows: Commence at the Northeast corner of Lot 1, Rompon1s and Baskin's Corrected Map of Causeway Business District, according to the plat thereof recorded in P 1 a t Book 57, Pages 1 and 2, of the pub 1 i c records of Pinellas County, Florida, thence run South 01026'17>> ~ast along the East line of said Lot 1, and the West line of the East 15 feet of said Lot 3, said line also being the Hest right-of-way. line of Osceola Avenue. for 134.38 feet to the POINT OF BEGINNING; thence continue along said Hest right-oF-way line of Osceola Avenue South 01026'17" East. 90.00 feet to a point on the South line of said Lot 3j thence run North 890581261' Hest along the South line of said Lot 3,71.93 feet to a point on a non-tangent curve concave to the Northwestj thence, along the arc of said curve having a radius of 90.00 feet, a chord. bearing of North 3704514511 East, a chord length of 113.77 feet apd an arc length of 123.15 f~et to the POINT OF BEGINNING. .1 "q " EXIIl B IT 1 .... ) " ; ! . ORDIHA"CE NO. 5283-92 AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, PROVIDING THAT A PORTION OF THE uMAAS BROTHERS PROPERTY" BE SOLD FOR $750,000.00 TO TilE FLORIDA GULF COAST ART CENTER, INC., TO.BE DEVELOPED, MAINTAINED, AND OPERATED AS AN ARTS FACILITY, AS DEFINED HEREIN; DECLARING SUCH PROPERTY TO BE SURPLUS AND NO LONGER NEEDED FOR PUBLIC USEj PROVIDING FOR USE RESTRICTIONS AND A REVERTER CLAUSEj PROVIDING FOR A SPECIAL ELECTION TO BE IIELD ON. NOVEMBER 3, 1992, IN CONJUNCTION WITH THE GENERAL ELECTI ON . I N ORDER TO SUB~1IT THE PROPOSED SALE TO TilE QUALIFIED VOTERS OF TUE CITY FOR APPROVALi PROVIDING AN EFFECT! VE DATE. WHEREAS, Section 2.01(d) of the Charter of the City of Clearwater provides that no real property shall be given away or donated without the prior approval of the qualified voters of the City at referendum, and that the real property must be declared surplus and no longer needed for public use at an advertised public hearing; and WHEREAS, the Florida Gulf Coast Art Center, Inc., has proposed to construct, maintain, and operate an arts facility, as described herein, to be located on a portion of the "Naas Brothers" property at Cleveland Street and Osceola Avenue, to be purchased in accordance with the terms set forth in this. ordinancej and WHEREAS, the establishment of an arts facility at this location is conristent with the recommendations of the Maas Brothers Task Force; and WHEREAS, the City Commission finds that the sale of the property to the Florida Gulf Coast Art Cen,ter, Inc" .for the purpose of establishing an arts " facility, a~ describe~ herein, would be in the best interest of the residents of I the City and would serve a proper public purposei and WHEREAS, the City Commission finds that the purchase price set forth herein is a fair price for the property, considering the use limitations to be imposed upon the property, the right of reverter to be retained by the City, and other considerationsj and WHEREAS, the City Commission further finds that a sale of the property to EXII! DI'r .2 " , .: . I l l I . I , . .. c' . the highest competitive bid above the appraised value would not necessarily b~ in the p~~lic interest, and desires instead to proceed as if the property were being given away or donated subject to the approval of the voters of the City at a referendum to be held for such purpose; now, therefore, BE IT ORDAINED BY THE CITY CO~lMI 5S ION OF THE CITY OF CLEARWATER, FLORIDA: . , Section 1. The eastern half, more or less, of the property known as the "Maas Brothers" property, as described more particularly in Exhibit. A to this ordinance (which eastern half, more or less, is referred to herein as the "Propertyl'), consisting of approximately 85,125 square feet, is hereby declared to be surplus and no longer needed for public use. Section 2. The sale of the Property to the Florida Gulf Coast Art Center, Inc. (the "Center"), for the sum of $750,000.00 is hereby approved subject to the fo~lowing terms and conditions, which shall be incorporated in the contract for ~ale and purchase of the Property, shall survive closing, and shall be incorporated in the instrument of conveyance as coven?nts and restrictions to run with the land and be binding upon heirs, successors and assigns of the Center: (a) The Property shall be used as an arts facility, which is defined to mean as set forth in Exhibit B to this ordinance, and for no other purpose. (b) The City shall demolish the existing building on the Property at the City1s expense prior to closing. Notwithstanding the demolition of the building, the Center shall have the right to construct its building on the whole Property subject to applicable setback, open space, vista, and other requirements of the I City's Code of Ordinances. (c) The development of the Property by the Center shall be sUbject to the applicable ordinances of the City, and the site plan shall be subject to review and approval by the City Commission, in the same manner and subject to the same rules which apply to similarly situated properties. The site plan shall include, 2 c ,. \ i l \ ~. ; / '. ~ , ,i , .J ; ,.. but not be limited to, the following: 1. Provision for all of the Center's required parking on the site, and provision for access and parking easements to and from other parking facilities which may be constructed on adjacent properties, to be granted by the Center to the City, matched by similar easements to be granted by the City to the Center, to accommodate reci proca 1 and shared usage of on-s ite and off-s He park i ng facilities by th~ Center and its employees and patrons and by the general public; 2. provision for retention of stornrNater as required by the City for new developments, which may include on-site and off-site drainage and retention easements to be established as part of a master drainage plan for the City-owned proper~y north of Cleveland Street and west of Osceola Avenue, as may be approved by the CitYi and 3. Provisio'n for a civic room/auditorium to be not less than 350 and not more than 500 seats. (d) The Center shall observe the following schedule: 1. The closing on the sale shall be not later than November 3, 1994. ',' 2. A complete and acceptable application for the building permit for the building shall be filed with the City not later than November 3,1995. IIComplete and acceptable" means that the application is complete in all respects and accompanied by plans which comply with the r~911irements of the Clearwater Code of Ordinances, all fees have been paid, and any variances or approvals of other governmental agencies, if any are required, shall have been obtained. 3. Constructlion of the building shall commence within six months of issuance of the building permit, and the construction shall be prosecuted to cdmpletion such t~at the certificate of occupancy shall be issued not later than November 3, 1997. After commencement of construction, the Center ~nd the "City shall agree to reasonable extensions of time when nece~sar~ for reasons beyond the control of the Center, provided that such.extensions shall not extend the 3 t;:? (( 3 ..1..2 . I , I I ! I I .l t ~ ~ cf " , ~, r i ~ ~ f .1 I I I , I , ! I l' ; I I t ..' ( u ., ;i deadline for completion of construction beyond November 3, 1998. (e) The Center shall cause its financial records to be audited annually, and ~hall provide a copy of the audit report to the City not later than Oecember 31 each year. (f) Beginning with the month of January, 1993, and ending on the month prior to closing, the Center shall pay to the city the sum of $1,500.00 on or before the 15th day of each month during such term. The monthly payments from the Center to the City shall .be nonrefundable and shall be paid as additional consideration over and above the $750,000.00 purchase price for the purpose of defraying the o(lt-of-po~ket costs incurred by the City when maintaining the Maas Brothers building. The center shall be relieved of its obligation to continue payments under this sub-section after the City exercises its rights of reverter, or after the Center notifies the City of its inability to close the purchase of the Property, thereby terminating the contract. In no event shall the sum of all payments made under this sub-section exceed $33,000.00.. (9) The Center may not assign, convey, transfer or encumber any of its rights under this ordinance, or the contract for purchase and sale of the Property or any of its rights thereunder, or the Property or any rights therein, without the express prior consent of the City. The conversion of the corporate status of the Center from a corporation not for profit to a c~rporation for prof it, or from a nons tock nonprof it. corporat ion to a stock share nonprofit corporation, shall require notice to and the approval of the City prior to such conversion. 'I. (h) The Center is a tax-exempt organization pursuant to Section 501(c)(3) of the Internal Revenue Code of the United States, and has represented to the City that it intends :to retain its tax-exempt status indefinitely as an inducement to the City to adopt this ordinance and enter into the contract for the sale and purchase of the Property. The Center has further represented to the 4 ./'"'''''I (/'1. "'.9., ; City that it intends to develop, operate, and manage the Property so as to qualify for exemption from property'taxes. The loss of such tax-exempt status, from income taxes or property taxes, shall constitute a material breach of these covenants and grounds for the City to invoke the right of reverter retained by the City, unless the loss of tax-exempt status is due to reasons beyond the control of the Center such as changes in federal or state tax law.' Nevertheless, in the event of loss of such tax-exempt status, the Center shall pay all such taxes when due and shall not permit any tax to become a lien upon the Property or any improvements thereto. It is understood that the Property shall not be . exempt from special assessments, if any, which may be levied for improvements \ .\ benefitting the Property. (i) The City retains a right of reverter which may be invoked, at the option of the City, at any time upon violation or noncompliance with the covenants and restrictions of the Center set forth in this section, following notice of such violation or noncompliance to be given by the City to the Center and a reasonable opportunity for the Center to take curative action. The right of reverter shall be' superior to all liens and encumbrances and shall not be subordinated by the City to any other lien or encumbrance, except tax liens. It is the intent of the parties that, in the event of such reversion, the Property sha" return to the City at no cost to the City and free and clear of encumbrances upon the Property and any improveme~ts thereto. Section 3. In addition to the terms and conditions set forth in Section 2 above, the sale shall be subject to the terms and conditions of a contract for I . purchase and sale to be entered into between the City and the Center not later than September 30, 1992, the original of which shall be maintained on file in the Office of the City Clerk. Sectio~ 4. The p~oposed sale shall be subject to approval by the qualified I voters of the City. A special election for such purpose shall be conducted on I" f . !' 5 f i <::>{I ~ --1). Tuesday, November 3,1992, in conjunction with the general election, and the proposed sale $h~ll be deemed approved upon the affirmative vote of a majority of the voters of the City voting at that time upon the following ballot question: CITY OF CLEARWATER, FLORIDA REFERENDUM QUESTION ') City of Clearwater Ordinance 5283-92 proposes, to sell the eastern. portion of the I'Maas Brothersll property, after demolition of the building by the City, to the Florida Gulf Coast Art Center, Inc., for $750,000.00. The property shall be used only as an arts facility, as defined in the ordinance, with a right of reverter to the City. The proposa 1 includes access, park ing and dra ;nage easements over nearby City-owned property. Shall Ordinance 5283-92 be approved? Yes (for the sale) No (against the sale) .! .' , . Section 5. This ordinance shall take effect immediately upon adoption, ... except that the proposed sale of the Property shall be subject to a contract for . j' . , sale and purchase to be entered into between the Citr and the Center, and shall be subject to approval by the voters of the City as provided in Section 4. Section 6. This ordinance shall be recorded in the public records of Pinellas County, Florida, following approval by the voters of the City as provided in Section 4. i: . I' ~ ~ . . PASSED ON FIRST READING PASSED ON SECOND AND FINAL READING AND ADOPTED AS AMENDED September 3. 1992 , \ September 17. 1992 Attest:-,. Rlta Garvey Mayor-Commissioner Approved as to form and correctness: 09 .- ~ 6 .~/;2f3"'7~ .: Lot 3, less the East 15 feet thereof, and a 11 of Lots 4 and 5, Edward Millis Subdivision, according to the plat thereof recorded in P 1 at Book g; Page 36, of the pub 1 i c records of Pine" as County, Florida, and a portion of Lots 1 and I-A, Rompon1s & Baskin's Corrected Nap of Causeway Business District, according to the plat thereof recorded in Plat Book 57, Pages 1 and 2, of the publ ic records of Pinellas County, Florida, being more particularly described as follows: BEGIN at the Northeast corner of said Lot 1, thenceS 01026'17u E, along the East line of said Lot 1 and the West line of the East 15 feet of said Lot 3, said line also being the West right-of-way line of Osceola Avenue, for 224.38 feet to a point on the South line of said Lot 3; thence N 89058126" H along the South line of said Lots 3, 4 and 5, and the South line of said Lot I-A, said line also being .the North right-of~way line of Cleveland Street, for 389.00 feetj thence departing said line, run N 00000115" W for 217.30 feet to a point on the North line of said Lot Ij th~nce along th~ North. line of said Lot 1 for the following two (2) courses: (1) 5 89058'26" E for 172.65 feet; (2) N 88007'14" E for 210.85 feet to the POINT OF BEGINNING. i I I I I I I I I 3 f ~ ,( LESS the following ~escribed property: Portion of Lot 3, Edward Millis Subdivision., according to the plat thereof recorded in Plat Book 9, Page 36, of the public records of Pinellas County, Florida, being more particularly described as fa llows: f , t I ! Commence at the Northeast corner of Lot 1, Rompon1s and Baskin's Corrected Map of Causeway Business District, according to the plat thereof recorded in Plat Book 57 I Pages 1 and 2, of the publ ic records of Pinellas County, Florida, thence run South 0102611711 East along the East line of said Lot I, and the West line of the East 15 feet of said Lot 3, said line also being the West right-of-way line of Osceola Avenue, for 134.38 feet to the POINT OF BEGINNING; thence continue along said West right-of-way line of Osceola Avenue South 01026117" East, 90.00 feet. to a point on the South line of said Lot 3; thence run North 8905812611 Hest along the South line of said Lot 3, 71.93 feet to a point on a non-tangent: curve concave to the Northwestj thel\ce along the arc of said curve having a radius of 90.00 feet, .a chord bearing of North 37045'4511 East, a chord length of 113.77 feet and an arc length of 123.15 feet to the POINT OF BEGINNING. . J I , I I I r I ! 1 , i l I I I ! EXHIBIT A IH '), ! .,., "I (".~ -.q :'1) , The Property shall be used as an arts facility and for no other purpose. The term "arts facilitytl is defined as a non-profit institution which is recognized as an organization exempt ffom federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, which is essentially educational and aesthetic, in purpose, which owns, borrows and/or leases art objects and cares for them for the genera 1 purposes of encouraging the appreciat ion of, advanc ing the sk ills relating to, and promoting the understanding of the visual arts. To further the general purposes of the arts facility, the institution shall have the right: 1. To promote education in the arts and humanities; 2. To build, equip, maintain and operate studios for the development of production skills relating to artj 3. To maintain. museums and other facil ities for the preservation,. display, appreciation and performance of art, including buildings, equipment, galleries, lecture halls, classrooms, roadways, parking facilities and related 'structures j 4. To maintain a library for the collection of books, manuscripts, periodicals, photographs, films and other similar data relating to art; 5. To cooperate with the United States Government, the State of Florida and their various political subdivisions and with civic, educatiiJnal and artistic groups and foundations in the encouragement of the creation and appreciation of art of all kindj . j~ . ~ . ~:: 6. To build, equip, maintain, operate and lease a community room; "7. To build, equip., maintain, operate and lease dining and/or catering facilities, provided however, that the total square footage of any restaurant which may be operated shall not exceed 25 percent of the total square footage of the art facility, exclusive of parking areas, terraces and outdoor patiosj 8. To build, equip, maintain and operate all facilities ancillary to the general and specific ,purposes. described above, provided, however, that the operation of all ancillary facilities shall be limited to the activities specified in Section 5Dl(c)(3) of the Internal Revenue Code of 1986, and the regulations thereunder. I ( EXHIBIT B \ \ ... .: