FIRST AMENDMENT TO AGREEMENT FOR PROFESSIONAL MANAGEMENT SERVICES TO PROVIDE OVERSIGHT AND ADMINISTRATION FO THE HARBORVIEW CENTERFIRST AMENDMENT TO AGREEMENT
FOR PROFESSIONAL MANAGEMENT SERVICES
This First Amendment to Agreement for Professional Management Services is entered
into 9 , 2009, by and between the City of Clearwater, a municipal corporation
organi ed and existing under the laws of the State of Florida ("City") and Global Spectrum, LP a
limited partnership organized and existing under the laws of the State of Delaware ("Global")
(individually "Party" or collectively the "Parties").
RECITALS
Whereas, the City and Global entered into that certain Agreement For Professional
Management Services on August 4, 2005 to provide oversight and administration for the
Harborview Center from October 1, 2005 through September 30, 2009; and
Whereas, the City and Global desire to extend said Agreement for five (5) additional
months.
NOW, THEREFORE, for and in consideration of the foregoing, the mutual covenants
and promises hereinafter set forth and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as
follows:
1. The foregoing recitals are true and correct and are incorporated in and form a part of this
Agreement.
2. Article 2, Compensation, Section 2.1 Management Fee is revised as follows. As
consideration for the performance of Global's obligations hereunder, Global shall draw a
base management fee ("Base Management Fee"), of $7,270 per month during the
Extension Period (as defined below) for a total of $36,350. The Base Management Fee
shall be payable to Global in advance each month, beginning on the Effective Date of
this Amendment and payable on the first (1st) day of each month thereafter. The Base
Management Fee shall be included in the prorated Operating Budget as an Operating
Expense (as such terms are defined herein) of the Facility, and Global shall be entitled to
pay itself such amount from the Facility Operating Account (as defined in Section 8.2).
3. Article 2, Compensation, Section 2.3 Rebate of Facility Loss is revised as follows. In
the event the Facility experiences a "Loss" in any Operating Year (defined as net income,
to the extent it is a negative number, per Global's audited financial statements as required
hereunder, which includes, the Total Subsidy (as defined herein) as a revenue item and
expenditures paid back to the City for City services (as described in Section 7.2) as an
expense item) Global shall rebate, by depositing into the Operating Account, the amount
of said Loss up to an amount equal to $228,300 in the first Operating Year, $212,000 in
the second Operating Year, $200,000 in the third and fourth Operating Years and for the
Extension Period the amount shall not exceed the Total Subsidy (as defined herein)
("Rebate"). Any Loss in excess of the amount due as a Rebate by Global under the
previous sentence shall be the sole responsibility of the City. The Rebate, if any, shall be
paid into the Operating Account as an advance during each Operating Year if and when
needed due to a cash shortfall, in order to permit the continuation of operations at the
Facility, without interruption. The parties shall hold a settlement within ninety (90) days
of the end of each Operating Year to account to each other for any underpayment or
overpayment by Global towards a Loss during such Operating Year. Notwithstanding
the foregoing, in the event of a Force Majeure, upon the happening of such occurrence,
Global shall not be obligated to advance such Rebate during the Operating Year, but
rather, to the extent it is obligated to pay the Rebate, shall pay it following the end of
such Operating Year.
4. Article 2, Compensation, Section 2.4 Subsidies is revised as follows. The Total Subsidy
for each Operating Year to be paid by the City to Global shall consist of a City Cash
Subsidy ("City Cash Subsidy"), plus the base rent from lease agreements with Steinmart
and Pickles Plus Too, Inc., as provided for below:
Operating Year City Cash Subsidy Steinmart Pickles Plus
1 (2005-06) $283,300 $150,000 $30,000
2(2006-07) $267,000 $150,000 $30,000
3(2007-08) $255,000 $150,000 $30,000
4(2008-09) $255,000 $150,000 $30,000
5(2009-10) $60,0.0.0 $0.00 $12,500
The City Cash Subsidy shall be paid to Global annually, in accordance with Section 1.2
hereunder, and the Lessee rent portions of the Total Subsidy shall be paid to Global
monthly by the date on which such amounts are due from the Lessees under their
respective lease agreements (regardless of when such amounts are actually paid to the
City, and even if for any reason such amounts are not paid to the City), and shall be
deposited into the Operating Account.
The City shall retain any additional rents paid by Steinmart or Pickles Plus, Inc., in
accordance with their respective lease agreements in excess of the above base rent
amounts.
5. Article 3, Term; Termination, Section 3.1, Term is amended to extend the term of the
Professional Management Agreement for the City of Clearwater Harborview Center for
five (5) additional months (the "Extension Period"), from September 30, 2009 through
February 28, 2010 ("Extension Period Termination Date"). Additionally, the third (3rd)
sentence of Section 3.1 (beginning with the word "Thereafter") shall be amended and
restated as follows: Thereafter, "Operating Year" shall be the twelve-month period
beginning on October 1 of the corresponding year and terminating on September 30 of
the following calendar year, provided that the 5-month period beginning on September
30, 2009 and terminating on February 28, 2010 shall also be an "Operating Year".
6. Article 3, Term; Termination, Section 3.2(b) shall be revised to add the following
sentence to the end of the paragraph. Termination at the Extension Period Termination
Date shall be construed as termination in accordance with the terms of the Agreement
and in no instance shall such termination be construed as termination in accordance with
Section 3.2(a)(iv) of the Agreement, with reimbursement due as set out in Exhibit "B".
7. Other than as expressly set forth herein, all other terms and conditions of the Agreement
for Professional Management Services, including without limitation Section 2.2 thereof,
shall remain in full force and effect, unmodified by the terms hereof. The Agreement, as
amended by the terms of this Amendment, constitutes the entire agreement of the parties
with respect to the subject matter hereof and may only be modified by the written
agreement of each of the parties hereto.
IN WITNESS HEREOF, the parties hereto have made and executed this Amendment
on the 9-#- day of , 2009. \
GLOBA F- T UM, LP
By: I
Print Nam . Philip I. Weinberg
Title: President & Secretary
Global Spectrum, Inc., its General Partner
Countersigned: CITY OF CLEARWATER, FLORIDA
-? B _-'
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rank V. Hibbard William B Horne II
Mayor
Approved as to form:
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Laura Lipowski Mahony
Assistant City Attorney
Attest:
City Manager