MEMORANDUM OF UNDERSTANDING - CLEARWATER MARINE AQUARIUM NEW FACILITY PROJECTMEMORANDUM 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 ")
Property:
Project:
The City of Clearwater, Florida (the "City ")
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 -way, south of Cleveland St. and
north of Pierce St., ( "City Property ") as more particularly described in
Exhibit "A" attached hereto.
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,
Ticketing, Gift Shop, Large Interactive Touch Tank, Sea Horse
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
Exhibit, Community Center and Multifunction Rooms, Educational
Research Kiosks, 2D and 4D Theaters, Movie Prop Exhibit,
Catering Kitchen, Restrooms, and Administrative Offices.
Responsibilities The City and CMA agree to the following:
and Conditions:
1. The City is required to obtain voter approval in order to lease the
property for an initial term of 60 years for the Project. The City agrees to
hold such referendum on November 5, 2013. 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 or abandoning the City Property and
disassembling the building and collecting CMA's assets. The City will
have no obligation or liability in the event CMA defaults on any of its loans
or obligations. CMA shall have all funds necessary for the construction of
the Project committed by no later than August 1, 2016.
4. 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
construction lender as dual obligees.
5. 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
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.
7. 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.
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. CMA shall be responsible for acquiring a mutually agreeable parcel
for the 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
operate and maintain a public 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.
11. CMA shall be responsible for reimbursing the City for the
replacement costs of the existing tennis courts in the amount of $75,000.00
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
will consider extending CMA's lease of the Harborview Center from April.
2014 until 60 days after the grand opening of the new aquarium. If the
EG M13-9100-033/130556/41 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 CMA and the City shall work together in good faith to enter into definitive
Provisions: agreements for the Project, which may include lease agreement,
development agreement or CRA development agreement.
Attest:
Agreed and Accepted:
THE CITY OF CLEARWATER, FLORIDA
By: ' 4 €4)(f crtktl o1
Title: Mayor
By:, 1 a tf.,
Title: City Clerk
Approve form:
By:
Name: Pamela K. Akin
Title: City Attorney
Agreed and Accepted:
Clearwat
ne Arrium, Inc.
By:
tisb
acs
Name.
Title:
f G M 13- 9100 - 033/130556/41 4
Exhibit "A"
The Property
[G M13-9100-033/130556/41 5
Legend Boundary Sketch
• Found Iron Rod or Pipe Clearwater Aquarium
OO Found P.K. Nail Iron Rod & Disk
O Set t 5/ 8" Capped Section 16 f Township 29 South) Range 15 East
5 /
SCIR Set 5/8" Capped Iron Rod Pinellas County, Florida
P.S.M. Professional Surveyor and Mapper
F.D.O.T. Florida Department of Transportation
Id. 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 a distance of 672.92 feet to a point coincident with Easterly right —of —way Una Information: Field
Item
boundary of Pierce Street per Florida Deportment of Transportation Maps W.P. /Seg. #257093, sold
point being on a non— tangent 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
non — tangent curve concave to the West, said curve having a radius of 1051.39 feet, a delta angle of
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
curvature with o curve concave to the East, said curve having a radius of 594.91 feet, a delta angle of
LINE
BEARING
DISTANCE
LINE
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L1
N 1614'02" W
107.02'
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N 00'47'57" E
54.09'
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N 66'09'43" E
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37.06'
L6
S 88'36'07" E
23.61'
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S 00'12'33" W
56.00'
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 feet to a point coincident with the West boundary of lands described in Official Records Book Curve Interaction: Field
14700, Poge 1498 of the Public records of Pinellas County, Florida; thence coincident with said West
CURVE
RADIUS
ARC LENGTH
CHORD BEARING
CHORD LENGTH
DELTA ANGLE
TANGENT
boundary the following three (3) courses: 1) S 01'35'12" W a distance of 37.06 feet; 2) thence
C1
980.00'
15.45'
N 27'12'24" W
15.45'
0'54'12`
7.73'
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
lands; thence departing West boundory coincident with
C2
1051.39'
130.02'
N 18'51'36" W
129.94'
7'05'08"
65.09'
coincident with the South boundary of said said
334.80 feet to the West
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594.91'
68.24'
N 02'31'58" W
68.20'
6'34'20"
34.16'
said South boundary, $ 88'24'39" E a distance of a point coincident with
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.
Certifications'
The Ash Group, Inc.
Notes
Surveyor's
Y Stacy L. Brown P.S.M. No. 6516
SurvTech Solutions, Inc. L.B. No. 7340
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1.) Not valid without the signature and original roised seal of a Florida Licensed * *Not Valid Without The Signature And
Surveyor and Mapper.
The Original Raised Seal 01 A Florida �� SURVEYING TODAY Mix TECHNOLOGY
Florida West State Plane
2.) The bearing structure for this survey is based on a grid
licensed Surveyor And Mapper** J \/
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.) The horizontal datum utilized for this project is NAD 1983 Florida West Zone, U.S.
Survey Feet.
4.) Sketch has been performed without benefit of title policy or abstract. Therefore
surveyor can make no guarantees to ownership or encumbrances. J
/// Boundary Sketch
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PREPARED FOR:
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Lot 5 Iron Rod "F.D.O.T."
Found PK Nail North Right -of -way
It Disk "F. os." a� Boundary of Pierce Street
S 89'09'47' W 672.92' (F) Pierce Street
Found PK Noll
tit Disk "F.D.O.T." Public Right -of -way width varies
(Asphalt Pavement)
/
// Boundary Sketch \\
PREPARED FOR:
\ Clearwater Aquarium
/ PROJECTNO..: 20130016
PHA38.•IA
\\ PlBLLODATx•N/A _.... //
SHEET: 2 OF 2