EQUITY LIFESTYLE PROPERTIES INC (2)FIRST AMENDMENT TO
CONTRACT FOR SALE OF REAL PROPERTY
THIS FIRST AMENDMENT TO CONTRACT FOR SALE OF REAL PROPERTY
(this "Amendment") is dated as of the 9)9-) day of October, 2019, by and between The City of
Clearwater, Florida, a Municipal Corporation of the State of Florida ("Seller") and Equity
LifeStyle Properties, Inc., a Maryland corporation ("Buyer").
RECITALS
A. Seller and Buyer entered into that certain Contract for Sale of Real Property, with
an effective date of November 20, 2018 (the "Purchase Agreement"), whereby Seller has agreed
to sell and Buyer has agreed to purchase certain Property (as defined in the Purchase Agreement).
B. Section 20 of the Purchase Agreement provides that Buyer may identify pre-
existing conditions related to Seller's use of the Property for the placement of wastewater treatment
plant sludge, if any, and upon mutual agreement between Buyer and Seller incorporate such
conditions into the Purchase Agreement via an addendum to exclude such matters from the scope
of the indemnity and hold harmless that Buyer is providing Seller at Closing.
C. During the Buyer's Inspection Period, Seller and Buyer were unable to reach
agreement on whether conditions are present on the Property as a result of Seller's prior use of the
Property for the placement of wastewater treatment plant sludge and, as a result, no addendum to
the Purchase Agreement was executed, and Buyer's Inspection Period ended on September 16,
2019.
D. For purposes of clarification, the parties now wish to amend Section 20 of the
Purchase Agreement to delete the provisions allowing for identification of pre-existing conditions;
however, reserving the exclusion to indemnity from Buyer to Seller for conditions otherwise
proven by Buyer to be the result of Seller's prior use of the Property for the placement of
wastewater treatment plant sludge or dredge spoils.
E. Seller and Buyer now desire to amend the Purchase Agreement as set forth herein.
THEREFORE, in consideration of and in reliance upon the above Recitals, which by this
reference are incorporated herein, the terms, covenants, conditions and representations contained
in this Amendment, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Sellers and Buyer agree as follows:
1. Incorporation of Recitals. The Recitals set forth above are true and correct and
are incorporated herein by reference.
2. Defined Terms. Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Purchase Agreement.
3. Section 20. The fourth (4th) full paragraph of Section 20 of the Purchase Agreement
is hereby deleted in its entirety and replaced with the following:
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Upon Closing, Buyer shall indemnify and hold harmless the Seller from and against any
claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of
whatever kind or nature, known or unknown, existing and future, contingent or otherwise
including, any action or proceeding, brought or threatened, or ordered by any governmental
entity or arising under Environmental Laws resulting from the presence, treatment, storage,
handling, misuse, use, disposal, release or threatened release of any Hazardous Materials
at or related to the Property at any time prior to the Closing; provided, however, and subject
to Buyer's compliance with the change of use provisions set forth in the immediately
succeeding sentence, Buyer shall not indemnify and/or hold harmless the Seller for any of
the foregoing that is the result of the City's prior use of the Property for placement of
wastewater treatment plant sludge or dredge spoils. In connection with any change of use
of the Property by Buyer following Closing, such change of use: (i) shall not create any
unreasonable risk to human health or the environment after taking into consideration the
results of soil, sediment and groundwater sampling performed on behalf of Buyer during
the Inspection Period; and (ii) shall be in compliance with all laws, rules and regulations
applicable to human health or the environment, in either case which relates to or impacts
the City's prior use of the Property for placement of wastewater treatment plant sludge or
dredge spoils. Buyer acknowledges that it had the opportunity to inspect the Property
during the Inspection Period and, during such period, observe its physical characteristics
and existing conditions and the opportunity to conduct such investigation and study on and
of the Property as Buyer deemed necessary, including the collection and laboratory analysis
of multiple soil, sediment and groundwater samples. Upon Closing, Buyer FOREVER
RELEASES AND DISCHARGES Seller from and against any claims, demands, penalties,
fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known
or unknown, existing and future, contingent or otherwise, including any action or
proceeding, brought or threatened, or ordered by any governmental entity, or arising under
Environmental Laws resulting from the presence, treatment, storage, handling misuse, use,
disposal, release or threatened release of any Hazardous Materials on the Property at any
time prior to Closing, or migrating onto the Property at any time in the future from the
Silver Dollar Shooters Club property located adjacent to the western boundary of the
Property. Nothing in this Section shall be interpreted to release any claim by Buyer against
any person or entity other than described above in this paragraph.
4. Miscellaneous.
(a) Seller and Buyer agree that the Inspection Period provided in the Agreement
expired on September 16, 2019, without Buyer providing notice of termination to Seller as
otherwise provided by Section 15.a of the Agreement.
(b) Except as modified hereby, all terms and provisions contained in the
Agreement shall remain in full force and effect and are hereby ratified and confirmed. If
there is a conflict between the terms of this Amendment and the Agreement, then the terms
of this Amendment shall control.
(c) The provisions of this Amendment shall be binding upon, and shall inure to
the benefit of, the successors and assigns of the Buyer and each Seller, respectively.
(d) A party may deliver executed signature pages to this Amendment by
facsimile transmission or electronic transmission in PDF format to the other party, which
facsimile or PDF copy shall be deemed to be an original executed signature page.
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4833-8658-1414.1
Notwithstanding the foregoing, each party delivering executed documents by facsimile or
other electronic means agrees to provide the other party with an original, hard copy of the
relevant signed documents promptly after the request of the other party.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first
set forth above.
BUYER:
EQUITY LIFESTYLE PROPERTIES, INC,
a Maryland corporation
By:
Name: \ -)i..lrr «G
Title: O v i5 t t o o
SELLER:
THE CITY OF CLEARWATER, FLORIDA
By. See attached signature page
Name:
Title:
[End of signatures]
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4833-8658-1414.1
FIRST AMENDMENT TO CONTRACT FOR SALE OF REAL PROPERTY
Countersigned:
c,teoVV^Cr CVO;
George N. Cretekos
Mayor
Approved as to form:
Laura Mahony
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By: LOALLIA
William B. Horne II
City Manager
Attest:
Rosemarie CaII
City Clerk