CHURCH OF SCIENTOLOGY FLAG SERVICE ORGANIZATIONCONTRACT FOR EXCHANGE OF REAL PROPERTY
THIS CONTRACT FOR EXCHANGE OF REAL PROPERTY is made on
u'11 a13,aorg , 2018 ("Effective Date"), by and between the CHURCH OF
SCIENTOLOGY FLAG SERVICE ORGANIZATION, INC., a Florida not for profit
corporation (herein "COS"), of 503 Cleveland Street, Clearwater, Florida 33755, and the
CITY OF CLEARWATER, FLORIDA, a Municipal corporation of the State of Florida
(herein "City") of P.O. Box 4748, Clearwater, Florida 33758-4748, ATTENTION: William
B. Horne, 11, City Manager, (collectively "Parties") hereby agree that the Parties shall
exchange the following real property ("Real Property") (CITY's Property and COS's
Property, as defined below, is sometimes collectively referred to as "Property") upon the
following terms and conditions.
1. PROPERTY DESCRIPTION
LEGAL DESCRIPTION: Property to be conveyed by COS to CITY consists of
a certain parcel of real property as described on Exhibit "A" attached hereto and
made part hereof ("COS Property"). Property to be conveyed by CITY to COS
consists of three certain parcels of real property as described on Exhibit "B"
attached hereto and made part hereof ("CITY Property").
2. FULL PURCHASE PRICE: This Agreement is for an exchange of Property as
between the Parties and there is no additional consideration to be paid by either
party at Closing. At the time of Closing, COS shall convey to City, pursuant to the
terms herein, COS Property, and CITY shall convey to COS the City Property. The
conveyance of the COS Property shall constitute full consideration for the
conveyance of the City Property. The conveyance of the City Property shall
constitute full consideration for the conveyance of the COS Property.
3. MANNER OF PAYMENT: CITY Property shall be conveyed to COS by Special
Warranty Deed. COS Property shall be conveyed to City by Warranty Deed; and,
closing costs shall be attributed to the Parties as provided for herein.
4. PURCHASE PRICE
The Full Purchase Price is based upon appraisals of both the COS Property and the
CITY Property by James M. Millspaugh & Associates dated October 3, 2016, February
17, 2017 respectively, as amended March 8, 2017 and March 21, 2018, all of which are
on file with the City Real Estate Department.
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5. TIME FOR ACCEPTANCE; APPROVALS
Following execution of this contract by COS, the price, terms and conditions as
contained herein shall remain unchanged and be held unconditionally open for a period
of 45 days following delivery in duplicate original to City Manager of the City of
Clearwater for acceptance and approval, counter-offer, or rejection by action of the
Clearwater City Council ("Council"). If this agreement is accepted and approved by the
Council, it will be executed by duly authorized City officials and delivered to COS within
10 days thereafter. If a counter-offer is approved by the Council, it shall be delivered to
COS in writing within 10 days of such action by the City Council, and COS shall have 10
days thereafter to deliver to CITY, written notice of acceptance or rejection of such
counter-offer. If written notice of acceptance is not timely delivered, or if the counter-
offer is rejected by COS, this contract shall thereafter be null and void in all respects. If
this contract is rejected by the Council upon initial presentation to the Council, this
contract shall be null and void in all respects and COS shall be so informed in writing
within 5 days of such action.
Contingencies: The exchange proposed in this contract shall be contingent upon:
(1) the declaration of the City Property as surplus in accordance with the City of
Clearwater Code of Ordinances/Charter; (2) City Council approval of a vacating
ordinance which vacates that certain portion of public right-of-way f/k/a and platted as
Haven Street and a portion of right-of-way dedicated in Resolution 79-50 of the City of
Clearwater, Florida (as more particularly described in Exhibit "C" attached hereto and
incorporated herein) (Said vacation ordinance shall be conditioned upon, among other
things, the Closing of the property exchange as contemplated herein and the granting of
utility easements by COS to certain private utility companies);; and (3) the City being
granted adequate access to the COS Property in accordance with the timeframes
contemplated herein for purposes of conducting inspections and investigations,
including environmental investigations, as provided for herein. Should COS fail to
provide access to the City, such failure shall constitute a material breach and this
Contract shall be null and void in all respects with neither party having any further
obligation to the other.
6. TITLE
COS warrants that at the time of closing, COS shall have legal capacity to and shall
convey marketable title to the COS Property by Warranty Deed, subject only to matters
contained in Paragraph 7 acceptable to CITY. Otherwise title shall be free of liens,
easements and encumbrances of record or known to COS, but subject to property taxes
for the year of closing; covenants, restrictions and public utility easements of record;
and no others provided there exists at closing no violation of the foregoing and none of
them prevents CITY's intended use of the COS Property for downtown redevelopment
purposes. COS warrants and represents that there is ingress and egress to the Real
Property sufficient for the intended use as described herein.
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CITY warrants legal capacity to and shall convey marketable title to the CITY Property
by Special Warranty Deed, subject only to matters contained in Paragraph 7 acceptable
to COS. Otherwise title shall be free of liens, easements and encumbrances of record or
known to City, but subject to property taxes for the year of closing; covenants,
restrictions and public utility easements of record; and no others provided there exists at
closing no violation of the foregoing and none of them prevents COS's intended use of
the CITY Property for redevelopment purposes. CITY warrants and represents that
there is ingress and egress to the Real Property sufficient for the intended use as
described herein.
7. TITLE EVIDENCE
Each party shall, at the expense of the party granting title and within 15 days prior to
closing date, deliver to the other party, a title insurance commitment issued by a Florida
licensed title insurer agreeing to liens, encumbrances, exceptions or qualifications set
forth in this Contract, and those which shall be discharged by CITY or COS as may be
appropriate at or before closing for both the COS Property and the CITY Property, as
their interests may appear. The parties shall convey marketable title subject only to
liens, encumbrances, exceptions or qualifications set forth in this Contract. Marketable
title shall be determined according to applicable Title Standards adopted by The Florida
Bar and in accordance with law. The other party shall have 5 days from receiving
evidence of title to examine it. If title is found defective, the objecting party shall, within 3
days thereafter, notify the other party in writing specifying defect(s). If the defect(s)
render title unmarketable, the granting party will have 120 days from receipt of notice
within which to remove the defect(s), failing which the objecting party shall have the
option of either accepting the title as it then is or withdrawing from this Contract. CITY or
COS, as appropriate will, if title is found unmarketable, make diligent effort to correct
defect(s) in title within the time provided therefore, including the bringing of necessary
suits.
8. SURVEY
The Parties, at their own expense, within time allowed to deliver evidence of title and to
examine same, may have the CITY Property or COS Property surveyed (by COS or
CITY, respectively) and certified to the other party and closing agent by a registered
Florida land surveyor. If survey shows any encroachment on the respective parcel, or
that improvements located on real property encroach on setback lines, easements,
lands of others, or violate any restrictions, contract covenants or applicable
governmental regulation, the same shall constitute a title defect. The survey shall be
performed to minimum technical standards of the Florida Administrative Code and may
include a description of the property under the Florida Coordinate System as defined in
Chapter 177, Florida Statutes.
9. CLOSING PLACE AND DATE
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[X] COS [ ] CITY shall designate closing agent and this transaction shall be closed in
the offices of the designated closing agent in Pinellas County, Florida, on or before
August 17, 2018 but in no case later than 120 days of the effective date, unless
extended by other provisions of this contract. If either party is unable to comply with any
provision of this contract within the time allowed, and be prepared to close as set forth
above, after making all reasonable and diligent efforts to comply, then upon giving
written notice to the other party, time of closing may be extended up to 60 days without
effect upon any other term, covenant or condition contained in this contract.
10. CLOSING DOCUMENTS
Closing Agent, on behalf of COS, shall furnish closing statements for the respective
parties, deed, bill of sale (if applicable), mechanic's lien affidavit, assignments of leases,
tenant and mortgage estoppel letters, and corrective instruments for both conveyances.
The appropriate parties shall deliver resolutions authorizing the sale and delivery of the
deed and certifying the resolution and setting forth facts showing the conveyance
conforms to the requirements of local law.
11. CLOSING EXPENSES
Documentary stamps on the COS Property deed, unless this transaction is exempt
under Chapter 201.24, Florida Statutes, shall be paid by the COS. Documentary
stamps on the CITY Property deed, unless this transaction is exempt under Chapter
201.24, Florida Statues, shall be paid by the COS. Each party shall also pay the costs
of recording any corrective instruments required to insure marketable title of the
property being conveyed by that party. Recordation costs of the deeds shall be paid by
the respective grantee.
12. PRORATIONS; CREDITS
Taxes, assessments, rent (if any) and other revenue of the Properties shall be prorated
through the day before closing. Closing agent shall collect all ad valorem taxes
uncollected but due through day prior to closing and deliver same to the Pinellas County
Tax Collector with notification to thereafter exempt the Property acquired by the City
from taxation as provided in Chapter 196, Florida Statutes (2016). If the amount of taxes
and assessments for the current year cannot be ascertained, rates for the previous year
shall be used with due allowance being made for improvements and exemptions. Any
deposits held in trust for third parties in occupancy of the Properties shall be credited to
the other party at time of closing. Assessments for any improvements that are
substantially complete at time of closing shall be paid in full by respective owner/seller.
13. OCCUPANCY
The parties warrant to one another that there are no parties in occupancy on the
respective Properties, unless as otherwise disclosed herein. If Property is intended to
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be rented or occupied beyond closing, the fact and terms thereof shall be stated herein,
and the tenant(s) or occupants disclosed pursuant to Paragraph 14. The Parties agree
to deliver occupancy of the respective Property at time of closing unless otherwise
stated herein. If occupancy is to be delivered before closing, the Party taking occupancy
assumes all risk of loss to Property from date of occupancy, shall be responsible and
liable for maintenance from that date, and shall be deemed to have accepted Property
in its existing conditions as of the time of taking occupancy unless otherwise stated
herein or in separate writing.
14. LEASES
The parties shall, not less than 15 days before closing, furnish to the other party copies
of all written leases and estoppel letters from each tenant specifying the nature and
duration of the tenant's occupancy, rental rates, advanced rent and security deposits
paid by tenant. If unable to obtain such letter from each tenant, the same information
shall be furnished by the other party within that time period in the form of an affidavit,
and the party may thereafter contact tenants to confirm such information. The granting
party shall, at closing, deliver and assign all original leases to the other party and credit
the parties with all advanced rents and security deposits paid by or on behalf of each
tenant.
15. PROPERTY CONDITION
The parties shall deliver the respective Properties to the respective grantee party at time
of closing in their present "as is" condition, ordinary wear and tear excepted, and shall
maintain the landscaping and grounds in a comparable condition. Neither party makes
any warranty other than as is disclosed herein in Paragraph 21 ("WARRANTIES") and
marketability of title.
Each Party's covenant to exchange the respective Properties "as is" is more
specifically represented in either subparagraph 1. a. or b. as marked [X].
a. [ ] As Is: Buyer has inspected the Property or waives any right to inspect and
accepts the Property in its present "as is" condition.
b. [X] As Is With Right of Inspection: Each Grantee may, at its expense and within 90
days following the Effective Date ("Inspection Period"), conduct inspections, tests,
environmental and any other investigations of the Property it is acquiring as it deems
necessary to determine suitability for its intended use. The other Party shall grant
reasonable access to the Property to said Grantee, its agents, contractors and assigns
for the purposes of conducting the inspections provided, however, that all such persons
enter the Property and conduct the inspections and investigations at their own risk.
Each Party will, upon reasonable notice, provide utilities services as may be required for
Grantee's inspections and investigations. Each Party shall not engage in any activity
that could result in a mechanics lien being filed against the Property without respective
Grantor's prior written consent. Grantee may terminate this contract by written notice to
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the respective Grantor prior to expiration of the Inspection Period if the inspections
and/or investigations reveal conditions which are reasonably unsatisfactory to Grantee,
unless the respective Grantor elects to repair or otherwise remedy such conditions to
Grantee satisfaction; or Grantee, at its option, may elect to accept a credit at closing of
the total for estimated repair costs as determined by a licensed general contractor of
Grantee's selection and expense. If this transaction does not close, grantee agrees, at
Grantee expense, to repair all damages to the Property resulting from the inspections
and investigations and return the Property to its present condition.
Access to the COS Property shall be granted to City as of the Effective Date of this
Contract for purposes of conducting the inspections and investigations provided for
herein. Should COS fail to provide the City adequate access to the COS Property for
investigations as provided for herein, this Contract shall be null and void in all respects
with neither party having any further obligation to the other.
16. WALK-THROUGH INSPECTION
At a time mutually agreeable between the parties, but not later than the day prior to
closing, the parties may conduct a final "walk-through" inspection of the Properties to
determine compliance with any obligations under Paragraphs 8, 13 and 15 and to
ensure that all Property is in and on the premises. No new issues may be raised as a
result of the walk-through.
17. HOLD HARMLESS
CITY is self-insured, and subject to the limits and restrictions of the Florida Sovereign
immunity statute, F.S. 768.28, agrees to indemnify and hold harmless COS from claims
of injury to persons or property during the inspections and investigations described in
Paragraph 15(b) resulting from CITY's own negligence only, or that of its employees or
agents only, subject to the limits and restrictions of the sovereign immunity statute.
COS agrees to indemnify and hold harmless the City from claims of injury to persons or
property during the inspections and investigations described in Paragraph 15(b)
resulting from COS own negligence, or that of its employees or agents only.
18. RISK OF LOSS
If any of the property is damaged by fire or other casualty before closing and cost of
restoration does not exceed 3% of the assessed valuation of the property so damaged,
cost of restoration shall be an obligation of the grantor party and closing shall proceed
pursuant to the terms of this contract with restoration costs escrowed at closing. If the
cost of restoration exceeds 3% of the assessed valuation of the improvements so
damaged, the respective Grantee shall have the option of either taking the Property "as
is", together with either the 3% or any insurance proceeds payable by virtue of such loss
or damage, or of canceling this contract.
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19. PROCEEDS OF SALE; CLOSING PROCEDURE
The deeds to the CITY Property and COS Properties shall be recorded upon delivery of
all deeds and other required closing documents, and payment and clearance of funds
payable for title insurance and other closing costs. Proceeds of sale shall be held in
escrow by COS's attorney or by such other mutually acceptable escrow agent for a
period of not longer than 5 days from and after closing, during which time evidence of
title shall be continued at the respective owner's expense to show title in the other party,
without any encumbrances or change which would render the property's title
unmarketable from the date of the last title evidence. If title is rendered unmarketable
through no fault of the other party, the objecting party shall, within the 5 day period,
notify the other party in writing of the defect and the non -objecting party shall have 30
days from the date of receipt of such notification to cure the defect. If the defect is not
timely cured, all funds paid by or on behalf of the other party shall, upon written demand
made and within 5 days after demand, be returned to the other party and
simultaneously with such repayment, the property shall be reconveyed by the same
type deed of the original conveyance. If the objecting party fails to make timely demand
for refund and reconveyance of property, objecting party shall take title "as is", waiving
all rights against the non -objecting party as to any intervening defect except as may be
available to objecting party by virtue of warranties contained in the deed. The escrow
and closing procedure required by this provision may be waived if title agent insures
adverse matters pursuant to Section 627.7841, F.S. (2016), as amended.
20. DEFAULT
If this transaction is not closed due to any default or failure on the part of the Grantor,
other than to make the title marketable after diligent effort, the respective Grantee may
seek specific performance or unilaterally cancel this agreement upon giving written
notice to Grantor. If a Broker is owed a brokerage fee regarding this transaction, the
defaulting party shall be liable for such fee.
21. RESPECTIVE GRANTOR WARRANTIES
Respective Grantors warrant that there are no known facts that would materially effect
the value of the Properties, or which would be detrimental to the Properties, or which
would effect parties desire to exchange the properties except as follows: NONE
The parties shall have the number of days granted in Paragraph 15(b) above
("Inspection Period") to investigate said matters as disclosed by the other party, and
shall notify the granting party in writing regarding closing on this contract
notwithstanding said matters, or whether the contract shall be cancelled. Failure to
notify the other party within said time period, the respective Grantee shall be deemed to
have waived any objection to the disclosed matters and shall have the obligation to
close on the contract.
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22. RADON GAS NOTIFICATION
In accordance with provisions of Section 404.056(5), Florida Statutes (2016), as
amended, the parties is hereby informed as follows:
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 unit.
23. CONTRACT NOT RECORDABLE; PERSONS BOUND
Neither this contract nor any notice of it shall be recorded in any public records. This
contract shall bind and inure to the benefit of the parties and their successors in interest.
Whenever the context permits, singular shall include plural and one gender shall include
all.
24. NOTICE
All notices provided for herein shall be deemed to have been duly given if and when
deposited in the United States Mail, properly stamped and addressed to the respective
party to be notified, including the parties to this contract, the parties attorneys, escrow
agent, inspectors, contractors and all others who will in any way act at the behest of the
parties to satisfy all terms and conditions of this contract.
25. ASSIGNABILITY; PERSONS BOUND
This contract [X] is not assignable [ ] is assignable. The terms "CITY", "COS", and
"Broker" (if any) may be singular or plural. This Contract is binding upon CITY, COS,
and their heirs, personal representatives, successors and assigns (if assignment is
permitted).
26. ATTORNEY FEES; COSTS
In any litigation arising out of this contract, each party shall be reasonable for its own
attorney's fees and costs.
27. TYPEWRITTEN OR HANDWRITTEN PROVISIONS
Typewritten or handwritten provisions shall control all printed provisions of contract in
conflict with them.
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28. BROKER REPRESENTATION
Neither party is represented by a real estate broker.
29. EFFECT OF PARTIAL INVALIDITY
The invalidity of any provision of this contract will not and shall not be deemed to effect
the validity of any other provision. In the event that any provision of this contract is held
to be invalid, the parties agree that the remaining provisions shall be deemed to be in
full force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.
30. GOVERNING LAW
It is agreed by and between the parties hereto that this contract shall be governed by,
construed, and enforced in accordance with the laws of the State of Florida. In any
litigation arising out of or relating to this Contract, the Parties agree that venue shall be
in the United States District Court, Middle District of Florida, Tampa Division, or the
Circuit Court located in Pinellas County, Florida.
31. COUNTERPARTS; FACSIMILE COPY
This contract may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument. A facsimile
copy of this contract, including any addendum, attachments and any written
modifications hereof, and any initials or signature thereon shall be deemed an original.
32. EXHIBITS ATTACHED
Exhibit "A" (legal description of COS Property), Exhibit "B" (legal description of CITY
Property), and Exhibit "C" (legal description of public right-of-way to be vacated f/k/a
and platted as Haven Street) are attached hereto and made a part of this contract.
33. ENTIRE AGREEMENT
Upon execution by COS and CITY, this contract shall constitute the entire agreement
between the parties, shall supersede any and all prior and contemporaneous written
and oral promises, representations or conditions in respect thereto. All prior
negotiations, agreements, memoranda and writings shall be merged herein. Any
changes to be made in this agreement shall only be valid when expressed in writing,
acknowledged by the parties and incorporated herein or attached hereto.
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City Signature Page to Contract For Exchange of Real Property
Countersigned:
Gte.or`Q/\c'tNeco s
George N. Cretekos
Mayor
Approved as to form:
Laura Lipowski Mahony
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By:
Loaoz.„4,,
William B. Horne II
City Manager
Attest:
f -o✓ = Rosemarie Ca
City Clerk
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COS Signature Page to Contract For Exchange of Real Property
Attest:
Print Name
y
Print Name
CHURCH OF SCIENTOLOGY FLAG
SERVICE ORGANIZATION, INC.,
a Florida not for profit corporation
By:
Print
nteN Title: E. STILO, SECREYARI
CHURCH OF SCIENTOLOGY
AG SERVICE ORGANIZATION, Itir
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EXHIBIT "A"
COS PROPERTY
Parcel No. 15-29-15-53928-005-0011
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EXHIBIT "B"
CITY PROPERTY
• 600 Franklin Street — The South 60' of Lot 1, Block 7, Gould & Ewing's 1st and 2nd
Addition to Clearwater -Harbor Fla, Plat Book 1, Page 52, Public Records of Hillsborough
County, of which Pinellas County was formerly a part.
• Dedicated Right -of -Way — a portion of Lot 34 and a portion of the vacated Haven Street,
Court Square Subdivision, Plat Book 5, Page 53, Public Records of Pinellas County,
Florida.
• The North 37' of the West 121' of the South half of Lot 1, Block 5, of Gould & Ewing's 1st
and 2nd Addition to Clearwater -Harbor Fla., Plat Book 1, Page 52, of the Public Records
of Hillsborough County, Florida, of which Pinellas County was formerly a part.
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EXHIBIT "C"
A PORTION OF PUBLIC RIGHT-OF-WAY TO BE VACATED
FORMERLY KNOWN AS AND PLATTED AS HAVEN STREET IN
PLAT BOOK 5, PAGE 53, PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA
AND A PORTION OF RIGHT-OF-WAY DEDICATED IN RESOLUTION 79-50 OF THE
CITY OF CLEARWATER, FLORIDA AS MORE PARTICULALRY DESCIRBED HEREIN
[LEGAL DESCRIPTION AND SKETCH ON FOLLOWING PAGE]
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