AMENDMENT TO BUSINESS LEASE CONTRACTAMENDMENT TO BUSINESS LEASE CONTRACT
THIS AMENDMENT T� BUSINESS l.EASE CONTRACT ("Amendment")
is made effective this �5 day of (Q , 2011, by and
between the CITY OF CL�ARWATER, FLORIDA, a Flarida municipality, as
("Lessor"), and TIMES PUBLISHING COMPANY, a Florida Corporation, as
("Lessee"), (collectively the "Parties").
WITNESSETH:
WHEREAS, Lessee and Lessor entered into that certain Cantract for
Purchase of Real Property by the City of Clearwater on June 20, 2011, as
amended, ("Purchase Contract") identifying the terms and conditions for the
Lessor's purchase of real property known as Pinellas County Parcel I. D. 15-29-
15-54450-011-0030, 15-29-15-5�450-008-0040, 15-29-15-5445�-008-��60
("Property"), said Property intended to be leased-back by Less�� from Lessor;
and
WHEREAS, Lessor and
Contract ("Lease") dated June
forth as ane (1) year; which t�
Purchase Contract; and
Lessee entered into that certain Business Lease
20, 2011, wherein the term of the Lease is set
�m shal) commence on the day of clasing of th�
WHEREAS, enviranmen#al contaminatian has been identified during the
Lessor's Right of Inspection period as provided far in the Purchase contract; and
WHEREAS, therefore, the Parties now mutually agree to amend said
Lease solely with respect to the Lessor's Right af Entry during the Lease Term to
rem�diate environmental conditians and to provide for a release by Lessee of
Lessor as to any claims which may arise during the periad of its tenancy as a
result of the environmental contamination;
NOW THEREFORE, for good and valuable consideratian, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as fallows:
1. ParaAraph 10, Riqht of Entrv. This paragraph of th� Lease is
hereby amended only to the extent of the following, with all other pravisians of
the paragraph rcmaining intact. The following shall be added to the end of the
paragraph. "In the course of Lessor's Right of Inspection period, enviranmental
conditions were identified which warrant Lessor access to the Leased Premises
during the Lease Term. Lessor and Lessee acknowledge and agree that
Lessor's access to the property is necessary in order to address the
enviranmental conditians, such access being a material inducement to Lessor
proceeding with the purchase of the property and entering into this agreement.
1
Therefore, in addition to the Lesso�'s Right of Entry as set farth above, Lessor
reserves the right to enter upon the Leased Premises to conduct activities
consistent with environmental assessment and/or remediation activities as may
be determined necessary by Lessor, or recommended or required by appropriate
regulatory or permitting authorities. Each of the Parties shall designate a
representative ta coordinate access and Lessor shall provide notice to l.essee
through said representative in order #o minimize disruptian of Lessee's peaceful
enjayment. In all instances of entry, Lessor will make its best efforts to minimize
interference with Lessee's occupancy and will not engage in any assessment or
remediation activities that will prevent Lessee's continual occupancy of the
building.
2. Para ra h 21 Indemn�fication. This paragraph of the Lease is
hereby amended to add the follqwing to the end af the paragraph.
""Release. Lessee and its affiliated companies, consultants, fiduciaries,
agents, servants, employees, partners, members, managers, trustees,
beneficiaries, representatives, officers, directars, attorneys, guarantors,
successors and assigns (call�ctively and severally, the "Affiliated Entities") do
hereby release and for�ver discharge Lessor for and from any and all Claims
which Lessee ever had, now have, or hereafter can, shall or may have against
Lessor for, upon or by reason of any matter, cause or thing whatsoever arising
fram, accruing during, or otherwise related to environmental conditions existing
or hereafter discovered on the Leased Premises, from the inception of this Lease
through the date of expiration or termination of this Lease (each a"Released
Claim"). Lessee and their respective Affiliated Entities hereby covenant and
agree ta forever forbear from alleging, asserting, bringing, cammencing,
instituting, maintaining, prosecuting or vtherwise pursuing against Landlord any
Released Claim. L�ssee and their respective AfFiliated Entities further agree that
this release may be pl�;aded by Landlord as a full and comple�e defense to any
Reieased Claim that may be alleged, asserted, brought, commenced, instituted,
maintained, prosecuted or otherwise pursued against Lessor.
"Claims" means any and all actians, adjudications, awards, causes of
action, claims, costs, damages (including, without limitation, consequential
damages), demands, expenses (including, without limitation, attorneys',
cansultants' and experts' fees and disbursements actually incurred in
investigating, defending, settling or prasecuting any claim, litigation or
proceeding), fees, fines, forFeitures, injuries, judgments, liabilities, liens, iosses,
obligations, orders, proceedings, penalties, stop notices and suits of any kind or
of any nature whatsoever, including, without limitation, any Claims refated to the
follawing:
(i) any Release (as defined belaw), threatened Release,
Storage, Treatment, accumulation, generation, utilization, Disposal,
transportation ar ather handling ar migration of any Hazardaus Substance (as
defined below) on, in, anto, or from the Premises;
2
(ii) the vialation or alleged violation of Environmental Laws (as
defined below) occurring on or related to the Premises; and
The terms "Starage", "Treatment" and "Disposal" shall have the same
meanings and definitions as set forth in the Resource Canservation and
Recavery Act as amended 42 U.S.C. A§ 6901 et seq. or regulations promulgated
thereunder.
This Section shall survive the expiration or termination of the Lease."
4. Remainder of Lease UnafFected. In all other respects, the
remainder of the Lease shall remain in full force and effect. Any portion of the
Lease that is inconsist�nt with this Amendment is hereby amended ta be
cansistent.
5. Headings. The headings contained in this Amendment are for
reference purposes only and shall not modify or affect this AmEndment in any
manner whatsoever.
6. Counterparts. This Amendment may be executed in counterparEs,
all of which together shall constitute one agreement binding on all the parties
hereto.
IN WITNESS WHEREOF, Lessor and Lessee have caused this
Amendment to be duly executed on the day and year first written above.
AS TO LESSEE: TIMES PUBLISHING COMPANY
BY:
na L. Jo s; V�ce P'res9dent
[City signature page to follaw]
Kj
As ro �ESSOR:
Countersigned:
v•
rank V. Hibbard, Mayor
Approved as to form:
Laura Mahony, Assistant C' Attorney
4
CITY OF CLEARWATER, FLORIDA
^ ��
illiam B. Harne II, City Manager
Attest:
Rosernarie Call, City Clerk
��Sr,w,ufr�,C/�
C� .�► ��,. �
�
� � �
�, ���. ���
.���� _� �