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LAND TRANSFER AGREEMENT \:'!.. RECEIVED JUN 30 2005 OFFICIAL RECQDr'\" LEGISLATIVE, . ~,.,.~...", AND "I'{yCS DEPT THIS LAND TRANSFER AGREEMENT (the "Agreement") is made and entered into by and between SUNSPREE GREEN, LLC, a Florida limited liability company (the "Developer"), DAM DEVON LLC, a Connecticut limited liability company ("Affiliate") and THE CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City"). LAND TRANSFER AGREEMENT RECITALS A. Affiliate owns certain real property located in the City of Clearwater, Pinellas County, Florida, described on the attached Exhibit "A" (the "Property"). The Property is presently improved and utilized as a motel. .The Property has the following address: 41 Devon Drive,Clearwater Beach, Florida 33767, ParceIID#08/29/15/17550/002/0011. B. The Developer has received site plan approval for a condominium project to be developed on real property described on the attached Exhibit "B" (the "Project"). C. To facilitate development of the Project, the Community Development Board approved a transfer of 10 residential dwelling units from the Property and 3 residential dwelling units from certain other property to the Project as further described in the site plan approval application ("Development Rights Transfer"). D. Following the Development Rights Transfer, there will beno remaining development entitlements available to the Property. E. Affiliate is an affiliate of the Developer and joins in this Agreement to assure compliance with the covenants of Developer pertaining to the Property. F. Article 4, Division 14 of the City of Clearwater Land Development Regulations impose certain requirements for Development Rights Transfer and this Agreement is executed to set forth certain terms and provisions for the Development Rights Transfer, including the conveyance of the Property to the City. NOW, THEREFORE, for and in consideration of the Recitals which are an integral part of this Agreement and not mere recitals hereto, the sum ofTen and no/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Developer and the City, it is hereby agreed as follows: 1. LAND TRANSFER. 1.1 Transfer. Subject to the conditions hereafter set forth, the Developer and Affiliate agree to transfer and convey to the City, the Property. The Developer and Affiliate agree that the City and its agents, contractors or employees shall have the right to enter upon the Property during the term of this Agreement for the purpose of performing any inspections provided said activities shall not in any way damage or harm the Property and, provided further, all inspections shall be coordinated with Developer so as to prevent any unreasonable interference with Developer and Affiliate's use of the Property. Page 1 LandTransfer Agreementt KEN BURKE, CLERK OF COURT PINELLAS COUNTY FLORIDA INST# 200524865506/27/2005 at 01:09 PM OFF REC BK: 14410 PG: 12-26 DocType:AGM RECORDING: $129.00 --~~---._--.,._---- 1.2 Closina Date. Subject to the terms and conditions of this Agreement, the conveyance of the Property to the City (the "Closing") shall take place in Clearwater, Florida, at the offices of the City attorney, on or before sixty (60) days after satisfaction of the Contingency as provided in Section 3.5 below. 1.3 Prooertv Taxes/Utilities. Developer shall pay all property taxes through the Closing Date and the parties shall cooperate to have the Property removed from the tax rbllsas required by Florida law. All utility bills and other expenses relating to the Property shall be paid by Developer. 1.4 Transfer of Development Rights. Prior to Closing, Affiliate shall execute and deliver to Developer a special warranty deed transferring 10 residential dwelling units ("Development Rights") from the Property to the Project ("TDR Deed"). The TDRDeed shall be substantially in the form attached hereto as Exhibit "C" and incorporated herein. Affiliate shall cause the holder of any mortgage on the Property to consent to the transfer of the Development Rights. The TDR Deed shall be recorded in the Public Records of Pinellas County, Florida. The City acknowledges that the Development Rights constitute all of the entitlements allocated to the Property and following the delivery of the TDR Deed, there will be no remaining development entitlements available to the Property. 2. TITLE REQUIREMENTS. SURVEY AND PERMITTED EXCEPTIONS 2.1 Title Evidence. Within twenty (20) days after the Effective Date, the Developer shall provide to the City a commitment for title insurance covering the Property and issued by Chicago Title Insurance Company (the "Title Company"), which commitment (the "Title Commitment") shall agree to issue to the City, upon Closing, an owners title insurance policy insuring the Property without exception for any matters other than the Permitted Exceptions as hereinafter set forth in Section 2.4. 2.2 Survey. Within forty-five days after the Effective Date, Developer at its cost and expense, shall provide to the City a current survey of the Property (the "Survey"). In the event the Survey shows any material encroachments of any improvement upon, from or onto the Property or on any property line or easement, said encroachment shall be deemed to be a title defect and may be treated as an objection to title by the City under Section 2.3 hereof. 2.3 Cure of Title Defects. The City or its counsel shall notify the Developer within ten (10) days after receipt of the later of (a) the Title Commitment (together with copies of any and all exceptions noted therein) and (b) the Survey, if the Title Commitment and/or the Survey disclose any defects in the title to the Property other than the Permitted Exceptions. In the event the Title Commitment and/or the Survey disclose any condition which renders the title to the Property anything other than marketable and insurable, subject only to the Permitted Exceptions, to which the City objects, City shall give written notice to Developer stating the nature of the objection with specificity and the action required to cure the objection. If within thirty (30) days after receipt of such notice, the Developer shall have been unable to render title marketable and insurable, the City may, at its election, (i) elect to waive the title defect and proceed with the Closing, or (ii) cancel this Agreement whereupon this Agreement shall be deemed terminated, and each of the parties shall be relieved of all further obligations hereunder. 2.4 Permitted Exceotions. The Property shall be conveyed to City subject to no liens, charges or encumbrances of any kind or character other than (i) ad valorem taxes and Page 2 Land Transfer Agreement C:IDOCUME-1IGINA-1,DEWILOCALS-1\Temp\mwtemp2d4Iws42.tmp assessments for the year of Closing, (ii) zoning ordinances and other governmental rules, regulations and laws affecting the Property, (Hi) restrictions, dedications, conditions, reservations, easements and other matters shown on the plat of Columbia Subdivision, as recorded in Plat Book 23, Page 60, Public Records of Pinellas County, Florida, (iv) the restrictions set forth in the TOR Deed; and (v) such other matters as may be approved in writing by the City or title objections waived by the City pursuant to Section 2.3 hereof (collectively, the "Permitted Exceptions"). 3. PROVISIONS WITH RESPECT TO CLOSING 3.1 Possession. Exclusive possession ofthe Property shall be granted by the Developer to the City on the Closing Date, but with the understanding that the City and/or its agents may enter upon the Property during the entire term of this Agreement in connection with the performance of its inspections. 3.2 Develooer's Obliaations at Closina. At Closing, the Developer and/or Affiliate, as appropriate, shall do the following: (1) Execute, acknowledge and deliver to the City a Special Warranty Deed (the "Deed") conveying the Property to the City, subject only to the Permitted Exceptions, which shall be in statutory form for recording. (2) Execute and deliver to the City a lien and possession affidavit insufficient form and substance so as to allow the Title Company to remove the construction lien and parties-in- possession exceptions from the title policy. (3) Execute and deliver a certification that Developer is not a foreign person as referred to in Section 7.13 hereof. 3.3 City's Obliaations at Closina. Contemporaneously with the performance by the Developer of its obligations set forth in Section 3.2 above, the City shall: (1) Execute and deliver all other documents as may be required by this Agreement. (2) Together with Developer, execute a closing statement in customary form. 3.4 Closina Costs. (1) The Developer shall pay the following costs and expenses in connection with each Closing: (a) Property. All documentary stamps in connection with the conveyance of the (b) (c) Recording fees in connection with the deed. The cost of the Survey. (d) The premium for the City's Owner's Policy in the amount of $100,000.00 and all other title charges. Page 3 Land Transfer Agreement C:IDOCUME-1IGINA-1.DEWILOCALS-1ITemplmwtemp2d4Iws42,tmp (e) Its attorney's fees. (2) Closing: The City shall pay the following costs and expenses in connection with the (a) Its attorney's fees. (b) All costs incurred by City during the Inspection Period. 3.5 Continaencv. Developer's obligation to close under this Agreement is contingent upon the satisfaction of all of the following contingency (the "Contingency"): Approval of this Agreement by the Clearwater City Council on or before July 1, 2005. 4. COVENANTS. WARRANTIES AND REPRESENTATIONS The Developer expressly covenants, warrants and represents to the City the following matters: (1) Comoliance With Laws. The Developer has received no written notice addressed to it of any violation of any applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property. (2) Riahts of Acquisition. No other person, firm, corporation or other entity has any right or option to acquire the Property or any portion thereof. (3) Parties in Possession. There will be at Closing no parties in possession of any portion of the Property, whether as lessees, tenants at sufferance, trespassers or otherwise. (4) Authoritv of Develooer. The Developer has full authority to execute this Agreement, to comply with its terms and to consummate the transactions contemplated herein. The undersigned member of Developer has full power and authority to execute and deliver this Agreement on behalf of Developer and upon such execution and delivery this Agreement shall be binding and enforceable against Developer in accordance with its terms. The execution by the Developer of this Agreement and the consummation by the Developer of the transactions contemplated hereby do not, and will not, constitute a violation of any order, rule or regulation of any court or any federal, state or municipal regulatory body or administrative agency or any other governmental body having jurisdiction over the Developer or any portion of the Property. No approval or consents by third parties, or governmental authorities, are required in order for the Developer to consummate the transactions contemplated hereby. 4.1 No Other Reoresentations. No representation or inducement, whether oral or written, made prior hereto which is not included in this Agreement shall have any force or effect. 4.2 Reoresentations and Warranties. As a condition precedent to the City's obligation to purchase the Property, the covenants, representations and warranties set forth in this Article 4 and elsewhere in this Agreement must be true and correct at the time of Closing, and, unless the Developer shall have otherwise expressly notified the City in writing to the contrary, all representations, covenants and warranties of the Developer contained herein shall be deemed to have been affirmed in their entirety as of the time of Closing. Such covenants, representations and warranties shall not survive Closing. 5. PROVISIONS WITH RESPECT TO DEFAULT Page 4 Land Transfer Agreement C:\DOCUME-1\GINA-1,DEWILOCALS-1\Temp\mwtemp2d4\ws42,tmp 5.1 Default Bv Develooer. In the event the Developer fails to comply with any of its obligations or conditions hereunder for any reason except for (i) any permissible reasons set forth herein or (ii) the City's default, the City shall have the right to (i) cancel this Agreement, (ii) seek the specific performance of this Agreement. It is expressly provided, however, that the City shall provide the Developer with written notice of any default hereunder which notice shall provide the Developer with a twenty (20) day grace period within which to cure any default of which notice has been given or such longer period of time as is reasonably necessary to cure the default if the nature of the default is such that it c,!!nnot be cured within the twenty (20) day grace period and the Developer is diligently and continuously prosecuting such cure to completion but, in no event, longer than ninety (90) days; provided, however, that notwithstanding the foregoing there shall be no notice requirement or curative opportunity in the event the default is a .failure by the Developer to close the transaction contemplated by this Agreement on the Closing Date. 5.2 Default Bv Citv. In the event the City should fail to consummate the transaction contemplated herein for any reason except for (i) any permissible reasons set forth herein or (ii) the Developer's default, the Developer may seek specific performance of this Agreement. The Developer shall provide the City with written notice of any default hereunder, which notice shall provide the City with a twenty (20) day grace period within which to cure any default of which notice has been given or such longer period of time as is reasonably necessary to cure the default if the nature of the default is such that it cannot be cured within the twenty (20) day grace period and the City is diligently and continuously prosecuting such cure to completion but, in no event, longer than ninety (90) days; provided, however, that notwithstanding the foregoing there shall be no notice requirement or curative opportunity in the event the default is a failure by the City to close the transaction contemplated by this Agreement on the Closing Date. 6. BROKERAGE COMMISSIONS 6.1 Real Estate Brokers. The Developer, Affiliate and the City warrant each to the other that they have not dealt with any real estate broker or salesperson with regards to this transaction. 7. OTHER CONTRACTUAL PROVISIONS 7.1 City intends to convert the Property into a surface parking facility. Developer agrees at its sole cost to demolish and remove the existing buildings on the Property and to construct on the Property a surface parking lot with paving, curbing and driveways; City shall be responsible for (i) preparation of plans for parking lot improvements, (ii) obtaining all permits for such work; and (iii) the installation of parking meters. City shall also be responsible for any landscaping of the Property. Developer agrees to complete all demolition and parking lot improvements within one hundred eighty (180) days after receipt of Notice to Proceed from the City. 7.2 Notices. All notices which are required or permitted hereunder must be in writing and shall be deemed to have been given, delivered or made, as the case may be (notwithstanding lack of actual receipt by the addressee) (i) upon hand delivery, (ii) three (3) business days after having been deposited in the United States mail, certified or registered, return receipt requested, sufficient postage affixed and prepaid, or (iii) one (1) business day after having been deposited with an expedited, overnight courier service (such as by way of example but not limitation, U.S. Express Mail, Federal Express or Purolator), addressed to the party to whom notice is intended to be given at the address set forth below: Page 5 Land Transfer Agreement C:IDOCUME-1IGINA-1,DEWIlOCALS-1ITemplmwtemp2d4\ws42,tmp Developer: Sunspree Green, LLC 50 North Water Street South Norwalk, CT 06854 Attn: Barry P. Marcus Telephone No. (203) 291-7800 Telecopier No. (203) 354-5060 E. D. (Ed) Armstrong III, Esq. Johnson, Pope, Bokor, Ruppel & Burns, LLP P. O. Box 1368 Clearwater, FL 33757 Telephone No. (727) 461-1818 Telecopier No. (727) 462-0365 With Copy to: And: Greene & Schermer 1301 Sixth Avenue W, Suite 400 Bradenton, Florida 34205 Attn: Robert F. Greene. Esq. Telephone No. (941) 747-3025 T elecopier No. (941) 747-6937 City: City of Clearwater 112 S. Osceola Avenue Clearwater, FL 33756 Attn: Bill Horne Clearwater City Manager Telephone No. (727) 562-4040 Telecopier No. (727) 562-4052 With Copy to: Pam Akin, Esq. Clearwater City Attorney 112 S. Osceola Avenue Clearwater, FL 33756 Telephone No. (727) 562-4020 Telecopier No. (727) 562-4021 Copies of all notices shall, to the extent practical, be sent by telecopy as well, but a failure to send such a copy shall not constitute a default under the terms of this Agreement nor shall it create a defect in any notice which is otherwise properly given. Any party hereto may, at any time by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the foregoing address to which such notice shall be given and other parties to whom copies of all notices hereunder shall be sent. 7.3 Entire, Aareement. This Agreement embodies and constitutes the entire understanding among the parties with respect to the transaction contemplated herein, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party Page 6 L~md Transfer Agreement C:IDOCUME-1IGINA-1,DEWILOCALS-1ITemplmwtemp2d4Iws42.lmp against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 7.4 Applicable Law. Waiver of Jurv Trail. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any litigation between the City and the Developer shall be commenced in a court of competent jurisdiction in Pinellas County, Florida, and both the City and the Developer waive venue outside such county. Both parties waive the right to trial by jury in any legal action arising out of the Agreement or otherwise arising between the parties. 7.5 Headinos. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 7.6 Assionment/Bindino Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. Developer shall have the right to assign this Agreement to an entity under common control with Developer without City's consent. Any other assignment shall be subject to City's prior written consent which may not be unreasonably withheld or delayed. 7.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but all such counterparts together shall constitute one and the same instrument. 7.8 Interpretation. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender and neuter and vice versa. 7.9 Severabilitv. In case anyone or more of the provisions contained in the Agreement shall for any reason be he.ld to be invalid, illegal or unenforceable in any respect or as applied to any circumstances, such invalidity, illegality or unenforceability shall not affect any other provision hereof or the effect thereof as otherwise applied, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 7.10 Time Extension. Should any period of time specified herein end on a Saturday, Sunday or legal holiday, the period of time shall automatically be extended to 5:00 P.M. of the next full business day. 7.11 No Waiver. Neither the failure of either party to exercise any power given such party hereunder or to insist upon strict compliance by the other party with its obligations hereunder, nor any custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the terms hereof. 7.12 Effective Date. The Effective Date of this Agreement shall be the date on which the latter of the Developer or the City shall have executed the same. 7.13 United States Treasurv Reoulations-Foreion Corporations. The Developer represents to the City that the Developer is not a "foreign person" as such term is defined in Section 1.897-1(k), United States Treasury Regulations, and that, accordingly, the transactions contemplated in this Agreement are not subject to the withholding requirements imposed by Section 1445 of the United States Internal Revenue Code of 1954, as amended (the "Code"). At the Closing, the Developer agrees to execute and deliver to the City such certifications as the City's Page 7 Land Transfer Agreement C:IDOCUME-1 IGINA-1,DEWILOCALS-1 ITemplmwtemp2d41ws42,tmp counsel and Title Company may request in order to insure that the Developer has complied with the requirements of Section 1445 of the Code. 7.14 Construction of Terms. This Agreement shall not be construed more strictly against one party than against the other by virtue of the fact that initial drafts may have been prepared by legal counsel for one of the parties, it being recognized that this Agreement and any related instruments are the product of extensive negotiations between the parties hereto and that both parties hereto have contributed substantially and materially to the final preparation of this Agreement. 7.15 Authoritv of Parties. The Developer and the City represent to each other that each has full power and authority to enter into and perform this Agreement, all related instruments and the documentation contemplated hereby in accordance with their respective terms and that the delivery and performance of this Agreement, all related instruments and the documentation contemplated hereby have been duly authorized by all necessary action. 7.16 Computation of Time. Whenever this Agreement makes reference to a time period which begins on or lasts for a time "from", "following" or "after" a certain date, it is expressly understood and agreed that the words "from", "following" and "after" do not imply or impute the word "including" so that no such time frames shall include such date. 7.17 Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health units. 7.18 Coastal Construction Control Line. Pursuant to Section 161.57, Florida Statutes, City hereby expressly waives and releases Developer from any obligation to provide an affidavit or survey delineating the location of the coastal construction control line on the Property. 7.19 Time of Acceptance. If this Agreement is not fully executed by City on or before July 1, 2005, this offer by Developer shall be deemed automatically withdrawn. 7.20 Attornevs Fees. In connection with any litigation arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover as costs all of such party's expense incurred in connection therewith, including reasonable attorney's fees at the trial and appellate levels. 7.21 City Authoritv Preserved. The City's duties, obligations, or responsibilities under any section of this Agreement shall not affectthe City's right, duty, obligation, authority and power to act in its governmental or regulatory capacity in accordance with applicable laws, ordinances, codes or other building regulations. Notwithstanding any other provision of this Agreement, any required permitting, licensing or other regulatory approvals by the City shall be subject to the established procedures and substantive requirements of the City with respect to review and permitting of a project of a similar or comparable nature, size and scope. In no event shall the City, due to any provision of this Agreement, be obligated to take any action concerting regulatory approvals except through its established procedures and in accordance with the applicable provisions of law. Page 8 Land Transfer Agreement C:IDOCUME-1IGINA-1,DEW\LOCALS-1ITemplmwtemp2d4Iws42,tmp 'IN WITNESS WHEREOF, the parties hereto have executed thiSAgreementthe~aYOf ~~ ,2005. Signed, sealed and delivered in the presence of: Page 9 Land Transfer Agreement DEVELOPER: SUNSPREE GREEN, LLC, a Florida limited liability company By: Greenfield Sunspree, LLC a Delaware limited liability company Managing~, er By: ~ Name: Barry P. Marcus Title: Senior Vice President C:IDOCUME-1IGINA-1,DEWIlOCAlS-1ITemplmwtemp2d4Iws42.tmp Signed, sealed and delivered in the presence of: C~0~ Page 10 Land Transfer Agreement AFFILIATE: DAM DEVON LLC, a Connecticut limited Iiabil' C:\DOCUME-1IGINA-1.DEWILOCALS-1ITemplmwtemp2d4Iws42.lmp ','"'" .....',,' [.I\,\t \~ /_ \ \~).1 _._ ," ~ ~-"1 -. -:::" _ ~,~ ". .,.:' _, .)'j, : (,'F :- Approv,e~; a~ 'to(Of:rry"~~~')c~~r~c1"ess: / "';", .........-- ~y!,!:,:;~~\"~- . Esquire Page 11 Land Transfer Agreement CITY: THE CITY OF CLEARWATER, FLORIDA a Florida municipal corporation By: 4.-.. "...-E? /" ~ NCKQt Title: Mayor C:\DOCUME-1\GINA-1.DEWILOCALS-1\Templmwtemp2d4Iws42,lmp EXHIBIT "A" LEGAL DESCRIPTION Lot 1, less the West 110 feet thereof, Block B, COLUMBIA SUBDIVISION, according to the map or plat thereof recorded in Plat Book 23, Page 60, Public Records of Pinellas County, Florida. Page 12 Land Transfer Agreement C:IDOCUME-1IGINA-1.DEWIlOCALS-1ITemplmwtemp2d4Iws42.tmp Page 13 Land Transfer Agreement EXHIBIT "B" PROJECT [SUNSPREE LEGAL DESCRIPTION] C:\DOCUME-1IGINA-1,DEWILOCALS-1ITemplmwtemp2d4Iws42,tmp LEGAL DESCRIPTION: Tract No.1 That part of Block D, BAYS IDE SHORES, as recorded in Plat Book 58, Pages 12 and 13, of the Public Records of Pinellas County, Florida, and adjacent land to the South described .as follows: Beginning at the Northwesterly comer of said Block D, and run thence S77046'02"E, 373.04 feet; thence along a curve to the right whose chord bears S36031'01 "E, 362.64 feet; arc is 395.97 feet and radius is 275.00 feet for a Point of Beginning; thence N77037'32"W, 167.56. feet; ~ence S12022'28"W, 219.28 feet; thence S54052'17"E, 173.50 feet; ,thence NI2022'28"E, 249.81 feet; thence S77037'32"E, 10.0 feet; thence along a curve to the left whose chord bears N08033'13"E, 36.65 feet, arc is 36.68 feet and radius is 275.00 foot to the Point of Beginning. Tract No.2 That part of Block D, ,BA YSIDE SHORES, as recorded ip. Plat Book 58, Pages 12 and 13, of the Public Records of Pinellas County, Florida, and adjacent land to the South described as follows: , Beginning at the Northwesterly comer of said Block D, and run thence S77046'02"E, 3 73.04 feet; thence along a curve to the right whose chord bears S36031 'OlliE, 362.64 feet; arc is 35?5.97 .feet and radius is 275.00 feet for a Point of Beginning; thence N77037'32" W, 167.56 feet; thence S12022'28"W, 219.28 feet; thence N54052'17"W, 108,06 feet; thence N45000'00"W, 79.0 feet; thence along a curve to the left whose chord bears N53029'53"W, 157.04 feet, arc is 157.61, feet and radius is 531.33 feet; thence N61 059'46"W,) 77.08 feet; thence N12040'00"E, along the Westerly line of said Block D, and its Southerly extension 260.51 feet to the Point of Beginning. .Tracts 1 and 2 above described comprise of all Lots 1 and 2, Block D, BA YSIDE SHORES, as recorded in Plat Book 58, Pages 12 and 13, of the Public Records of Pinellas County, Florida, plus adjacent lands lying to the South of said Lots 1 and 2. ALL THE ABOVE BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 1; THENCE S12040'00"W, 260.51 FEET; THENCE S61059'46"E, 177.08 TO A POINT OF CURVE; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT RADIUS 531.33 FEET, ARC 157.61 FEET, CHORD BEARING S53029'53"E, 157,04 FEET TO A POINT OF TANGENCY; THENCE S45000'OO"E, 79.00 FEET; THENCE S54052'17"E, 281.56 '. . .' FEET TO A POINT ON THE WESTERLY RIGHT-OF-WAY OF CLEARWATER PASS AVENUE; THENCE N12622'28"E, ALONG SAID RIGHT-OF-WAY 249.81 FEET; THENCE S77037'32"E, 10.00 FEET TO A POlNT ON A CURVE; THENCE ALONG THE ARC OF A CURVE TO THE LEFT CONCA VED TO THE WEST, RADIUS. 275.00 FEET, ARC 432.65 FEET, CHORD BEARlNG'N32041'47"W, 389.39 FEET TO A POINT OF TANGENCY ON THE SOUTHERLY'RIGHT-OF-WAYOF SOUTH GULFVIEW BLVD.; THENCE N77046'02"W, ALONG SAID RIGHT-OF- WAY 373.04 FEETTO THE POINT OF BEGINNING.