MEMORANDUM OF UNDERSTANDING

Clearwater Marine Aquarium New Facility Project

THIS MEMORANDUM OF UNDERSTANDING IS INTENDED SOLELY AS A PRELIMINARY EXPRESSION OF THE GENERAL INTENTION OF THE PARTIES. THE PARTIES INTEND THAT NEITHER SHALL HAVE ANY CONTRACTUAL OBLIGATIONS TO THE OTHER WITH RESPECT TO THE MATTERS REFERRED TO HEREIN UNLESS AND UNTIL DEFINITIVE AGREEMENTS HAVE BEEN FULLY EXECUTED AND DELIVERED BY THE

PARTIES. THE PARTIES AGREE THAT THIS MEMORANDUM OF UNDERSTANDING IS NOT INTENDED TO
CREATE ANY AGREEMENT OR OBLIGATION BY ANY OF THE PARTIES TO ENTER INTO DEFINITIVE
AGREEMENTS.

Parties:

Clearwater Marine Aquarium, Inc. ( "CMA ")

The City of Clearwater, Florida (the " City ")

Property:

112 S. Osceola Ave. Clearwater, FL 33756, including the property located

below the bluff, generally located
west

of

Osceola Ave., east of the

unimproved Pierce Boulevard right of w - ay, south of Cleveland St. and north of Pierce St., ( " City Property ") as more particularly described in
Exhibit " A" attached hereto.
Project:

CMA proposes to construct an aquarium on the City Property. The parking

structure required to support the aquarium will be located off site as

provided herein. The aquarium will consist of the following:

1)
Level 1

Park Level:

To include an Everglade Exhibit, Manatee

Exhibit, Outside Otter Exhibit, Kids Area, Classrooms, and support

and ancillary facilities.

2)
Level 2 Exhibits:

To include a Cafe Seating Area, various Kiosks,

Large Interactive Touch Tank, Sea Horse

Ticketing, Gift Shop,

Exhibit, Jelly Fish Exhibit, Coral Reef Exhibit, Dolphin Stadium

with Exhibits, Marine Rescue Exhibit, Octopus Exhibit, Turtle Tank,

Classrooms, 4D Theater, and other ancillary facilities.

3)
Level 3

Upper Level: To include a Roof Top Deck, Coral Reef

Kiosks,

Exhibit, Community Center and Multifunction Rooms, Educational

Research

2D

and

4D
and

Theaters,

Movie Prop Exhibit,

Catering

Kitchen, Restrooms,

Administrative Offices.

Responsibilities and Conditions:

The City and CMA agree to the following:

1.

The City is required to obtain voter approval in order to lease the

an

property for

initial term
on

of

60

years

for the Project.

hold

such referendum

November 5, 2013.

The City agrees to The City has drafted the

required charter amendment and referendum question to put before the

voters of the City. CMA agrees to pay all costs of the referendum.
2.

CMA shall be responsible for the design, construction, maintenance and

funding of the Project. CMA shall prepare all required applications, site plan drawings, building permits and applications for approval by the City and all other required agencies. The City agrees to facilitate, coordinate the review of, and process the foregoing City applications on an expedited
basis.
3.

CMA intends to finance the Project through a combination of private

gifts and grants, government grants and funding and through third-party financing. No general fund revenues of the City will be expended on the
design, construction, operation, or maintenance of the new aquarium. In the

event of default, CMA' s lender will be limited to changing the management

of the new aquarium and assuming all of CMA' s rights and obligations for
the
remainder of

the

lease
and

or

disassembling
or obligations.

the

building

abandoning the City collecting CMA' s assets.

Property and The City will

have no obligation or liability in the event CMA defaults on any of its loans
CMA shall have all funds necessary for the construction of the Project committed by no later than August 1, 2016. Prior to commencing construction, CMA shall obtain a payment and performance bond covering the hard costs of construction under the general contract, which bond shall name the City as well as any third party
4.

construction lender as dual obligees.

By no later than June 1, 2015 CMA and the City shall agree to the terms of the lease for the City Property. The City agrees to vacate the City Property upon 180 days notice from CMA and verification by the City that CMA has the necessary financing to commence construction. CMA shall
5.
pay the

City $. 50 per ticket of admissions revenue actually received by CMA not to exceed $ 7, 500,000.00 plus accrued interest as provided below in order to provide for the replacement of the City Hall ( " City Hall
Payment ").

Principle payment will be made quarterly based on paid ticket sales for the previous quarter. Following the City' s funding of the City Hall capital project, but not before the opening of the new aquarium, interest will accrue and will be paid annually in arrears by CMA based on the actual cost for a new City Hall not to exceed $ 7. 5 million. The annual interest rate will be set at the beginning day of the lease period and reset at each anniversary
date based on the interest rate consistent with the City' s cash pool rate of
return rounded

to the

nearest

10th of a percent. The annual interest rate will

be applied to the average annual principle and accrued interest balance of

CMA' s obligation of the preceding year until the actual cost of the new City
1G M13- 9100-033/ 130556/ 41
2

Hall or $7. 5 million, whichever is less is recaptured by the City. Following full payment of the City Hall Payment, CMA shall pay an annual rent payment of $ 250,000. 00 per year to the City.
6.

CMA will pay for relocation of all easements. City will cooperate in

vacating and relocating easements.

CMA will obtain all appropriate permits including consent from DOT for the location of water intake and discharge for the facility. City will cooperate with CMA' s efforts to obtain permits including consent from DOT for the location of water intake and discharge for the facility.
7.

8.

The City will be responsible for asbestos removal from the City Hall

prior to the demolition of the structure by CMA. CMA shall be responsible

for demolition and all associated costs other than asbestos removal. At this time there are no other known environmental issues associated with the site.

The City is responsible for all other remediation of existing environmental

costs associated with the City Property. CMA shall be responsible for any
environmental issue caused by its tenancy.
9. for the

CMA shall be responsible for acquiring a mutually agreeable parcel construction of a public parking garage ( " Parking Garage Parcel ").

CMA shall have the option to construct, operate, and maintain a parking

garage and any additional permissible uses on the Parking Garage Parcel
subject to City Code requirements.
10.

Alternatively, CMA may convey the Parking Garage Parcel to the

City for the City to construct, operate, and maintain a parking garage and

any additional uses the City deems appropriate. In the event CMA chooses
to convey the Parking Garage Parcel to the City for the construction, operation, and maintenance of a parking garage, the City would construct and maintain a public operate parking garage. The City would be
responsible for all costs of operation and shall retain all revenue generated

from the parking garage. The parking garage rate would be a commercially
reasonable rate determined by City Council.

CMA shall be responsible for reimbursing the City for the replacement costs of the existing tennis courts in the amount of $75, 000.00
11.

per court. The location of the replacement tennis courts shall be the

discretion of the City.

12. The City shall be responsible for the improvement of the Pierce Street
extension to Drew Street and associated improvements to Cleveland Street.
13.

If the November 5, 2013 referendum is approved by the voters, the City

until

will consider extending CMA' s lease of the Harborview Center from April.
2014
EG M13- 9100-033/ 130556/ 41

60 days

after

the

grand

opening

of

the

new aquarium.

If the
3

November 5, 2013 referendum is not approved by the voters, the City may consider extending CMA' s lease of the Harborview Center through April
2016.

General Provisions:

CMA and the City shall work together in good faith to enter into definitive
agreements

for

the

Project,

which

may

include

lease

agreement,

development agreement or CRA development agreement.

Agreed and Accepted:

THE CITY OF CLEARWATER, FLORIDA

Attest:

By: '

4 4)(

crtktlo1

Title: Mayor

1 a tf., By:, Title: City Clerk

Approve

form:

By:
Name: Pamela K. Akin

Title: City Attorney

Agreed and Accepted:

Clearwat

ne Arrium, Inc.

By:
Name. Title:

tisb

acs

f G M 13- 9100 -033/ 130556/ 41

Exhibit " A"

The Property

G M13- 9100-033/ 130556/ 41

Legend
Found Iron Rod
OO
or

Boundary Sketch
Pipe Disk

Clearwater Aquarium Section 16 f

Found P. K. Nail

O
SCIR P. S. M.

5 / 8" Capped Iron Rod & Set t 5/

Township 29 South) Range 15 East

Pinellas County, Florida

Set 5/ 8" Capped Iron Rod

Professional Surveyor and Mapper

F. D. O. T.
Id.

Florida Department of Transportation

Identification

Description: ( As written by SurvTech Solutions)

A parcel of land lying and being in Section 16, Township 29 South, Range 15 East, Pinellas County, Florida, being more particularly described os follows:
Begin at the intersection of existing West right of way boundary of South Osceola Avenue and the

existing North right of way boundary of Pierce Street; thence coincident with said North right of way
boundary, 5 89' 09' 47" W boundary of Pierce Street
a

distance
Florida

of

672. 92

feet
of

to

point

coincident

with

per

Deportment

Transportation

Maps W. P. / Item

of Easterly right way Seg. # 257093, sold

Una Information: Field

LINE LINE
L1

point being on a nontangent curve concave to the Northeast, said curve having a radius of 980.00
feet, a delta angle of 00' 54' 12" and being subtended by a chord bearing N 27' 12' 24" W for a distance of 15. 45 feet; thence departing said North right of way boundary, coincident with said Easterly right of way boundary for the following five ( 5) courses: 1) coincident with the arc of said curve a
distance of 15. 45 feet; 2) thence N 15' 14' 02" W a distance of 107. 02 feet to a point coincident with o

BEARING
BEARING

DISTANCE
DISTANCE

1614' 02" W

107. 02' 54. 09'

113. 12' 107. 52'
o \
n

L2

N 00' 47' 57" E

5 88' 29' 25" E

L3
L4

non tangent curve concave to the West, said curve having a radius of 1051. 39 feet, a delta angle of

N
S S

66' 09' 43" E

W E 88' 36' 07"

07' 05' 08" and being subtended by o chord bearing N 18' 51' 36" W for a distance of 129. 94 feet;
3) thence coincident with the arc of said curve a distance of 130. 02 feet to a point of reverse

L5 L6
L7

S 01' 35' 12"

37. 06' 23. 61'

56.00'

curvature with o curve concave to the East, said curve having a radius of 594.91 feet, a delta angle of

00' 12' 33" W

1 c q
O
co p_ 8

06' 34' 20" and being subtended by o chord bearing N 02' 31' 58" W for o distance of 68.20 feet;
4) thence coincident with the arc of said curve a distance of 68. 24 feet; 5) thence N 00' 47' 57" E o

distance of 54. 09 feet; thence deporting said Easterly right of way boundary, S 88' 29' 25" E a distance
of 113. 12 feet; thence N 66' 09' 43" E a distance of 107. 52 feet; thence S 88' 29' 25" E a distonce of
183. 98

1t
Curve Interaction: Field
CURVE
C1

feet to

point

coincident

with

the

West

boundary

of

lands

described

in

Official

Records

Book

O
ARC LENGTH
15. 45' 130. 02'

14700, Poge 1498 of the Public records of Pinellas County, Florida; thence coincident with said West

81
a n

boundary the following three ( 3) courses: 1)

S 01' 35' 12" W a distance of 37. 06 feet; 2) thence

RADIUS
980. 00'

CHORD BEARING
N 27' 12' 24" 02' 31' 58" W W

CHORD LENGTH
15. 45' 129. 94' 68. 20'

DELTA ANGLE 0' 54' 12`

7' 05' 08" 6' 34' 20"

TANGENT

7. 73' 65. 09' 34. 16'

r2

S 88' 36' 07" E a distance of 23. 61 feet; 3) thence 5 00' 12' 33" W o distance of 56. 00 feet to a point with coincident the South boundary of said lands; thence departing said West boundory coincident with 88' 24' 39" E a distance of 334.80 feet to a point coincident with the West said South boundary, $

C2
C3

1051. 39' 594. 91'

N
N

18' 51' 36" W

N
0

68. 24'

d.

right of way boundary of South Osceola Avenue; thence deporting said South boundary coincident with said West right of way boundary, S 00' 01' 07" W a distance of 285.08 feet to the POINT OF BEGINNING.
Contoining an area of 246757. 45 square feet, 5. 665 acres, more or less.

d co L O. C3 E
i2 ro u

0 w
Certifications' The Ash Group, Inc.

mNL
o I

Pb 0

Surveyor' s Notes Y
1.) 2.)

SurvTech
Not valid without the Surveyor and Mapper.
The
signature and
original

Stacy L. Brown P. S. M. No. 6516

Solutions, Inc. L. B. No.

f-- .

vi "

7340

roised

seal

of

Florida

Licensed * *
grid

cZ o i c

bearing

structure

for this

survey

is

based

on

Florida West

State Plane

bearing of 5 00' 01' 07" W for the West Right of way Boundary of South Osceola Avenue, also being the EastBoundary of Subject Property.
3.)
4.)

Not Valid Without The Signature And The Original Raised Seal 01 A Florida licensed Surveyor And Mapper**
J Sketch Boundary PREPARED FOR:

SURVEYING TODAY Mix

TECHNOLOGY
AoJedNo.: 20130056

o 11

J \/ AaRedBy: 3Bmwa
DrteDnfted 4/ 12713
Fic1dDet N/ A

The horizontal datum utilized for this project is NAD 1983 Florida West Zone, U. S. Survey Feet. Sketch has been performed without benefit of title policy or abstract. Therefore
surveyor can

Thum 1.4
ReviticaDakc

A Boo / has: N/

DrawingName: 20130056 Simtch

scale: 1 " 80'

make

no

guarantees

to ownership

or

encumbrances.

Clearwater Aquarium

ApFro

By: &

Bown

SHEET:

OF 2

Cleveland Street
Public Right - of - way Width Varies
Asphalt Pavement)

1 oundary Detail Sheet

r South Right - of - way Boundary of Cleveland Street

Remainder of Paresi //: 16- 29- 15 - 20368- 001 - 0040

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Easterly Right - of - way oundary of Pierce Boulevord

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SCIR

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Ckwrwoter, FL 33755 - 4051

West Boundary of lands described

in OR Book 14700, Page 1498

1 II

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SCIR SCIR
ice

s 8829'25. 4` 183.98' (

SCIR

Lot 2

Found 3/ 4" Capped

Iron Pipe ( Illegible)

SCIR
A Portion of Parcel /:

Found 3/ 4" Capped

Found 5/ 8" Capped Iron Rod " F.D.O.T."

16- 29- 15- 20356 - 001 - 0040 Total Acreage

5 6e24' 39 E
Fund 3/ 4" Capped lion Pipe ( Illegible)

s34.6o' ( F)

Iron Pipe ( Illegible)

3
m ou,
N O

a
Found 5/ 8" Copped Iron Rod " F. D. O. T."

246757.45 Square Fest 5665 Aare.

N.
Lot 3 Block '

South Boundary Bounds of lands described in OR Book 14700, Page 1498

m a
Easterly Right - of - way Boundary
of

N
Plat Book 1, Pope 87

E r
g

Pierce

Boulevard Item /

per

FDOT

Map

W. P.

Seg. #

257093

C
Lot

7 v
oo Q
0'

w ',
0 w
ce

iti >
West Right - of - way Boundary
of South Osceola Avenue

47,
nn

NA

V
73

d+

A'
o
e

5-

0 G
c

UUPROVD ENT5 NOT SHOWN**

N o,a
y= O o a.
a"

St
11

Found 5/ 8" Copped Iron Rod F. D. O. T." -

Z $ oO a;

s
a

N 0,..
Lot 5

Point of Beginning
Found 5/ 8" Capped
c, (

Iron Rod " F. D. O. T."

g
CO

N o rrg
9 ra g
a

Found PK Nail It Disk " F. os."

North Right - of - way

a

p
U

Boundary of Pierce Street

S 89' 09' 47'
W 672. 92' ( F)

vi m

Found PK Noll tit Disk " F.D. O.T."

Pierce Street
Public Right - of - way width varies
Asphalt Pavement)

N
i) onE
PROJECTNO..: 20130016

Boundary Sketch \\
PREPARED FOR:

PHA38. IA
PlBLLODATx N/ A _.... //

Clearwater Aquarium

SHEET: 2 OF 2