WHEREAS, today, CMA is an internationally respected center for animal care,

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1 ORDINANCE NO AN ORDINANCE OF THE CITY OF CLEARWATER, FLORIDA, CALLING FOR A SPECIAL ELECTION TO BE HELD ON NOVEMBER 5, 2013; SUBMITTING TO THE CITY ELECTORS A PROPOSED AMENDMENT TO THE CLEARWATER CITY CHARTER TO CREATE A NEW SECTION ( d)( 8) FOR THE PURPOSE OF AUTHORIZING THE CITY TO NEGOTIATE AND ENTER INTO A LEASE FORA TERM NOT TO EXCEED 6 0 YEARS WITH THE CLEARWATER MARINE AQUARIUM FOR THE CONSTRUCTION OF AN AQUARIUM AND ASSOCIATED IMPROVEMENTS ON CERTAIN MUNICIPALLY OWNED REAL PROPERTY LOCATED IN THE DOWNTOWN, GENERALLY: WEST OF OSCEOLA AVENUE, EAST OF THE UNIMPROVED PIERCE BOULEVARD RIGHT -OF- WAY BETWEEN CLEVELAND STREET AND PIERCE STREET; PROVIDING FOR A REFERENDUM ELECTION TO BE PAID FOR BY THE CLEARWATER MARINE AQUARIUM; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Clearwater Marine Aquarium, Inc. ( CMA) is a 501( c)( 3) not for profit corporation located in Clearwater, Florida; and WHEREAS, it is CMA' s mission to preserve our marine life and environment while inspiring the human spirit through leadership in rehabilitation, and release; and education, research, rescue, WHEREAS, since the 1970s CMA has provided Clearwater with a permanent marine biology learning center focused on preservation, rehabilitation, and education regarding marine life; and WHEREAS, in 1978 the City of Clearwater donated CMA' s current location, a former water treatment plant on Island Estates, to provide space for CMA to accomplish its mission; and WHEREAS, today, CMA is an internationally respected center for animal care, public education and marine research; and WHEREAS, in 2010 the major motion picture Dolphin Tale was filmed and produced in Clearwater telling the story of Winter to millions of people across the world; and WHEREAS, an economic impact study completed by the University of South Florida, St. Petersburg College of Business estimated Dolphin Tale will make between a 2. 1 and $ 4. 9 billion dollar impact on the economy of Clearwater, St. Petersburg, and Pinellas County; and Ordinance No

2 WHEREAS, the University of South Florida study reported that 72.7% of tourists visiting CMA are not related to the tourists visiting Clearwater but rather are exclusively related to the movie - induced tourism generated by the Dolphin Tale movie; and WHEREAS, CMA's location on Island Estates and Winter's Dolphin Tale Adventure ( WDTA) located in downtown' s Harborview Center are major tourism attractions for the City of Clearwater; and WHEREAS, In 2012 CMA attracted approximately 750,000 visitors to its Island Estates location and more than 300, 000 of these visited WDTA in downtown Clearwater; and WHEREAS, the City plans to demolish the Harborview Center on the Bluff which currently houses WDTA so that the location can be used for other public uses; and WHEREAS, CMA has outgrown its current facilities and needs to build a new facility in order to accomplish its mission of marine mammal and marine animal rescue and public education relating to environmental issues; WHEREAS, Island Estates is a primarily residential community and the footprint of CMA' s Island Estates location is limited and cannot contain WDTA should Harborview Center be demolished; and, WHEREAS, on March 5, 2013, CMA made a presentation to the City Council proposing the current City Hall location and associated property below the bluff as the location of a new Clearwater Aquarium with the current Island Estates facility being retained for rescue and rehabilitation purposes; and WHEREAS, a new Clearwater Aquarium in downtown Clearwater may assist the City achieving its long term plans for redeveloping and revitalizing its downtown; and WHEREAS, the City of Clearwater has incorporated within its comprehensive plan, a future land use element requiring that redevelopment activities be sensitive to the City's waterfront and promote public access to the City' s waterfront resources, and a coastal management element encouraging the preservation of recreational and commercial working waterfronts, marinas, and other water - dependent facilities; and WHEREAS, the new CMA downtown Clearwater facility would house the primary tourism and education components of the CMA mission, including the dolphins Winter and Hope as well as other resident animals; and WHEREAS, the Clearwater City Charter Section 2. 01( d), Limitations, contains certain limitations on the legislative power of the City Council; and 2 Ordinance No

3 WHEREAS, the Clearwater City Charter Section 2. 01( d)( 5), Real Property, contains certain restrictions on the Council's authority to sell, donate or otherwise transfer City owned real property; and WHEREAS, the Clearwater City Charter Section 2. 01( d)( 5)( i) provides that property must be declared surplus prior to the sale, lease or donation for a term of longer than five years; and WHEREAS, the Clearwater City Charter Section 2. 01( d )(5)(v) prohibits the lease of property which is identified as recreation /open space on the City's Comprehensive Land Use Plan without prior approval at referendum; and WHEREAS, the Clearwater City Charter Section 2. 01( d)( 5)( vi) prohibits vacating of any right -of -way or easement which provides access to the water's edge for a private benefit; and WHEREAS, the Clearwater City Charter Section 2. 01( d)( 5)( vii) prohibits the lease of property for an initial term of more than 30 years and a renewal of more than 30 years without a referendum, and limits total lease for a period not to exceed 60 years; and WHEREAS, the Clearwater City Charter Section 2. 01( d)( 5)( viii) requires recapture and reverter clauses on leases of municipal property; and WHEREAS, the Clearwater City Charter Section 2. 01( d) ( 6) prohibits the development or maintenance for other than as open space and public utilities of certain property lying below the 28 -foot mean sea level elevation of Osceola Avenue on the east, Clearwater Harbor on the west, Drew Street on the north and Chestnut Street on the south, and the Memorial Causeway without a referendum; and WHEREAS, the Clearwater City Charter Section 2. 01( d)( 7) regulates property bounded by Drew Street on the north, Osceola Avenue on the east, Pierce Street on the south, and Clearwater Harbor on the west, and prohibits the lease, sale, donation or use of the property for other than City facilities without a referendum; and WHEREAS, the proposed Plan is attached hereto as Exhibit B; and WHEREAS, CMA has purchased the parcel south of the current City Hall site as a good faith expression of its intent to fulfill the Plan; and WHEREAS, it is the intent that any lease between the City and CMA will fund the costs of the development of a replacement City Hall; and WHEREAS, The City Council has determined that it is in the public interest and in furtherance of the general welfare of the citizens of Clearwater to promote 3 Ordinance No

4 redevelopment and tourism by amending the Charter to permit the city to enter into a 60 year lease of the property generally referred to as the City Hall property 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 ") more particularly described in Exhibit " A" attached hereto, with the CMA for redevelopment as an aquarium; now therefore: BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The foregoing prefatory clauses are hereby fully incorporated herein as findings of the City Council. Section 2. In furtherance of the implementation of the project described or identified in the Plan proposed by CMA, it is hereby proposed that Section 2. 01( d) of the City Charter be amended to add a new Subsection ( 8) as follows: Section Commission; composition; powers. d) Limitations. The legislative power provided herein shall have the following limitations: 8) Notwithstanding and as an exception to anything contained in section ( d)( 5),( 6) and ( 7) herein, the City Council is authorized to: a) Negotiate and enter into a ground lease with the Clearwater Marine Aquarium for an initial term of not to exceed 60 years for redevelopment of certain municipally owned real property in the Downtown generally described as generally lying west of Osceola Ave., east of the unimproved Pierce Boulevard right -of -way, south of Cleveland St. and north of Pierce St, as more specifically described in Appendix C, for compensation to be determined by City Council which may be less than fair market value, for the purpose of construction, operation and maintenance of an aquarium as specifically described herein. b) Negotiate and enter into a lease allowing the construction, operation and maintenance of an Aquarium which shall not exceed 250, 000 square feet and may include the following components: Exhibit space including exhibit space for traveling exhibits; Animal hospital including Surgical Suite and medical laboratory; Water Quality laboratory; Classrooms and Community rooms; Food and catering facilities; Theaters; Laundry facilities; Retail /Gift shop; Administrative offices; Video /film production facilities; Mechanical space i. e. chiller, boiler, power generation; Chemical storage 4 Ordinance No

5 rooms, dry and liquid; Life Support equipment rooms i. e. filters, pumps, ozonators, backwash recovery systems, water storage; Saltwater pumping station; Driveways, Delivery and loading and unloading zone, Pick -up /drop -off zone; and drainage facilities; and such other functions as a typically associated with an aquarium of similar size. c) Grant necessary easements for driveways, utilities and salt water intake and discharge as permitted by the appropriate agencies. d) Authorize relocation of the tennis courts to a location to be determined by the City Council. e) If at any time prior to commencement of construction of the Aquarium, CMA abandons the project or fails to meet material obligations under the lease, or if the City Council does not approve a lease pursuant hereto on or before June 15th 2015 the exemptions contained in this 2.01( d)( 8) shall expire and have no further force and effect. Section 3. A special City election is hereby called and will be held on November 5, 2013, for the consideration by the voters of the City of Clearwater of the proposed Charter Amendment. CMA shall reimburse the City for the cost of the special City election. The question to appear on the referendum ballot shall be as follows: Lease of City Hall Property and Abutting City Property to Clearwater Marine Aquarium Shall the Clearwater City Charter be amended by adding Section 2. 01( d)( 8) to allow the City to negotiate and enter into a lease with the Clearwater Marine Aquarium, Inc. for the construction, operation and maintenance of an aquarium on City owned property, located west of Osceola Avenue, east of the unimproved Pierce Boulevard right -of - way, north of Pierce Street and south of Cleveland St., for a 60 year term all as described in Ordinance ? Yes No Section 4. The City Clerk is directed to notify the Pinellas County Supervisor of Elections that the referendum item provided above shall be considered at the special election to be held on November 5, Ordinance No

6 Section 5. This ordinance shall take effect immediately upon adoption. The amendments to the City Charter provided for herein shall take effect only upon approval of a majority of the City electors voting at the referendum election on these issues and upon the filing of the Amended Charter with the Secretary of State. PASSED ON FIRST READING June 6, 2013 PASSED ON SECOND AND FINAL June 19, 2013 READING AND ADOPTED Cte0ge ^ cecke kos George N. Cretekos Mayor Approved as to form: Pamela K. City Attorney kin Rosemarie Call City Clerk 6 Ordinance No

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