THIRD AMENDMENT TO LICENSE AGREEMENTTHIRD AIVENDIVENT TD LJCEN EPOEEIVEN T
THIS THIRD AMENDMENT TO LICENSE AGREEMENT is made and entered into
this a?a1"?day of dUv_ , 2010, by and between the CITY OF CLEARWATER,
FLORIDA, a municipal corporation, hereinafter referred to as "Licensor" and ALEXANDRA
OF CLEARWATER BEACH, INC., hereinafter referred to as "Licensee" (referred to
individually herein as "Party" or collectively as the "Parties"):
WHEREAS, the Parties entered into that certain License Agreement dated February
5, 1996, as amended December 9, 1996 and December 1, 1998 ("License Agreement") to
provide for the License of a portion of certain City-owned property known as "Pier 60" and
adjoining beach area for purposes of providing concession services for the public benefit;
and
WHEREAS, the Parties now wish to amend the License Agreement in order to
extend the Term of the License, acknowledge the construction of additional restroom
facilities within an amended License Area, and provide for the maintenance responsibilities
of the restroom facilities.
NOW THEREFORE, it is mutually agreed as follows:
1. Recitals. The foregoing recitals are true and correct and are incorporated in
and form a part of this Agreement.
2. Paragraph 1 amended. Paragraph 1 of the License Agreement is hereby
amended as follows. Subject to terms and conditions provided herein, the term of the
License Agreement is being extended for a period of five (5) additional years (Term
Extension), resulting in a total license term of twenty (20) years, having begun on the 1st
day of March, 1997, and ending on the 28th day of February, 2017. As referred to in this
Agreement, an "Agreement Year' commences on the first day of March of each year and
terminates on the 28th day of February (or 291h day in a leap year, as applicable) for each
year during the term of this Agreement.
3. License Area. Exhibit "A" of the License Agreement is amended to include
the newly constructed restrooms, as well as the Food Concession Complex and that portion
of City-owned beach described in paragraph 4 of the Agreement. Licensee acknowledges
and consents to the construction of the additional restroom facilities as reflected in Exhibit
"A" as necessary to municipal purpose. Further, Licensee agrees to cooperate with
Licensor fully in all respects necessary for successful completed construction of same, as
determined by Licensor in its sole discretion, including the planning and construction of the
restrooms, and in providing access to Licensor and its agents, including but not limited to
contractors. The Parties hereby agree that the Licensee's cooperation in allowing for the
construction of the restrooms is a condition precedent to the effectiveness of the Term
Extension. Exhibit "A" is hereby revised as attached hereto and incorporated herein.
4. Para rah 6 amended. Paragraph 6 of the License Agreement is amended
to provide for the additional public restrooms which will be constructed adjoining the original
license area, and to set out maintenance responsibilities therefore. The Licensee shall be
responsible for the cleanliness and maintenance of the public restrooms now existing in the
License Area and for the additional public restroom facilities that are scheduled for
construction in the area adjoining the Food Concession Complex (see revised Exhibit "A",
attached). The following standards shall be adhered to in the maintenance and
management of the restrooms.
a. Restrooms will be open and available to the public during all hours the concession
stand is open for business.
b. Restrooms shall be cleaned to meet health department standards for a food
vendor as required by law. The Licensor reserves the right to inspect the restrooms
to assure the cleanliness standard is in compliance with the health department or
other legal standards. Failure of Licensee to maintain health department standards
for a food vendor as required by law, including but not limited to Florida Statute,
Chapter 509 as it currently exists or as it may be amended, shall be considered a
breach of the License Agreement, unless immediately corrected by Licensee. In
addition, Lessee agrees to forward to Lessor a copy of each inspection report issued
in accordance with Florida Statute 509 (as it presently exists or as it may be
amended) within fifteen (15) days of receiving any such reports. If the City alleges a
failure to maintain health department standards separate from any health
department inspection, the City shall provide Licensee immediate notice specifying
the alleged failure and permit Licensee to correct any alleged breach. The City
recognizes that the nature of public restrooms provided to the general public can
create instances of improper use of the bathroom by the public without the
immediate knowledge of Licensee, or in between regularly scheduled restroom
inspections by the Licensee. A failure to maintain health department standards is
only a material breach if:
1. Licensee willfully refuses to comply with health department requirement or
standard.
2. Licensee willfully refuses to correct a health department standards
violation, requested by the City or the health department.
3. Licensee willfully and repeatedly fails to provide restrooms that meet
health department standards, causing the closure (for any length of time)
of the restrooms to the public.
4. In the event of any dispute between the Licensee and the City in regard to
standards, the Health Department standards or other applicable law shall
take precedence.
In the event of a material breach, Licensor, at its option, may exercise any one of the
remedies set forth under paragraph 19(f).
c. Licensee shall be responsible for all operational costs of the restrooms including,
but not limited to; cleaning supplies, toilet paper, paper towels, and soap,
d. Licensee shall be responsible for all utility costs associated with the restrooms
including, but not limited to; electricity, heat, water and sewer, and refuse collection.
e. Licensee shall be responsible to provide the same service and maintenance levels
as outlined in (a) through (d) above for any portable/temporary restrooms that may
be placed at the license site in order to provide restroom accommodations during the
construction of the new restroom additions. The City reserves the right to provide
such restroom facilities in its sole discretion and at the City's expense; however,
service and maintenance of such temporary facilities shall be at the expense of the
Licensee.
f. In the event construction of the additional restroom facilities causes the
Licensor to require closure of the licensed premises, resulting in Licensee being
prevented from conducting business within the building, the Licensor agrees to pro-
rate the monthly base rent payments required under 9a(1) to offset rent, per diem,
for the number of days the Licensee was unable to operate within any month subject
to this provision.
5. License payments and other terms and condition of paragraph 9 of the
Agreement shall remain the same and are hereby extended for the duration of the Term
Extension.
6. All other terms and conditions of the License Agreement are incorporated herein
by reference and shall continue in full force and effect throughout the remaining term of this
License Agreement.
written.
IN WITNESS WHEREOF, the Agreement is executed as of the date first above
Countersigned; CITY OF CLEARWATER, FLORIDA
?v
By: ?
Frank V. Hibbard William B. Horne, II
Mayor City Manager 01 OF
Approved as to form:
Laura Lipowski Mahony
Assistant City Attorney
Attest: *P N.
Q
n
Rosemarie Call
City Clerk . ,rATER
ALEXANDRA OF CLEARWATER
BEACH, INC.
f
By:
Steve Chandler, President
ve Chandler, Vbr$opal Guarantor
sa Chandler, Personal Guarantor
J
F=?
N
I I
? I I
08VA31noe MMAino /
?p t
r?
I I
I
? i III I I ?
-LL
-Tr
? I
? O
2 ?
° I
0
? 1)
.? I I
11
?zq
MID
>m
?;u
z01
C) o
t
rry i , r jo ?4bla aye;lc;eu?
i
j / 84? fo uoir3ua;x3 P oM}sexy
J
I
m?I ? v I
Dig I ;I
°I
? W a
III I N ? I
0
vzi
zl
?I
nl
I i
?I zz
v
Fa 11
F
T
I
I
? No
war
I?
al
ro
I 0i
W>:
Nei
? m
oa
-J
°.1°z:
=I
L7 I
S
I
uoilinodl
r ?buiplin8
L --ja6ojo}S
swoo??say,??
I ?„ o
b i
a II INAMM
_ co 1
' ro I
40DDS 1910H eels;.JnS ey} puo
yooag JOIDM.JOeIO ;o A113 i
941 6ulpInIQ ouil Aljedad