THIRD AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTYTHIRD AMENDMENT TO CONTRACT FOR PURCHASE OF REAL
PROPERTY
This THIRD AMENDMENT TO CONTRACT FOR PURCHASE REAL
PROPERTY (this "Amendment") is entered into this ' G day of October, 2023, by and among
THE CITY OF CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida
("Seller"), and The DeNunzio Group, LLC, a Florida limited liability company ("DeNunzio"), and
Gotham Property Acquisitions, LLC, a New York limited liability company ("Gotham")
(DeNunzio and Gotham shall be collectively referred to as "Purchaser").
WHEREAS, Seller and Purchaser entered into that certain Contract for Purchase of Real
Property with an effective date of August 15, 2022, as amended by that certain First Amendment
to Contract for Purchase Real Property with an effective date of January 9, 2023, as amended by
that certain Second Amendment to Contract for Purchase Real Property with an effective date of
August 22, 2023 (collectively, the "Agreement"), concerning the sale from Seller to Purchaser of
the property known as the "Old City Hall Site", as more particularly defined in the Agreement
and Exhibit "A" attached hereto; and
WHEREAS, Seller and Purchaser desire to amend the Agreement to extend the
inspection period for the Old City Hall Site as more particularly set forth herein.
NOW, THEREFORE, for and in consideration of the sum of $1.00 and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound, Purchaser and Seller hereby agree as follows:
1. Capitalized Terms. All capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Agreement.
2. Inspection Period. Section 19 of the Agreement is hereby amended so that the
Inspection Period as defined in Section 19 is extended until February 28, 2024.
3. Conflict in Terms. In the event of any conflict between the terms of this
Amendment and the Agreement, the terms contained in this Amendment shall supersede and
control.
4. Ratification., Full Force and Effect. Except as expressly modified and amended
herein, the terms of the Agreement are hereby ratified and affirmed and shall remain in full force
and effect.
5. Severability. If any provision of this Amendment shall, for any reason and to any
extent, be invalid or unenforceable, the remainder of this Amendment and the application of such
provision shall not be affected thereby, but rather shall be enforced to the maximum extent
possible.
6. Headings. The captions and headings used throughout this Amendment are for
convenience of reference only and shall not affect the interpretation of this Amendment.
1
7. Counterparts. This Amendment may be executed in two or more counterparts
and/or counterpart signature pages, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument. In addition, the parties may execute this
Amendment by pdf of facsimile signature which shall be deemed for all purposes original
signatures.
8. Binding Effect. This Amendment shall inure to the benefit of and shall be
binding upon each of the parties hereto and their respective successors and assigns.
9. Entire Agreement. Collectively, the Agreement and this Amendment are the total
agreement of the parties and replaces any prior negotiations, understandings or agreements
among the parties, whether written or oral, pertaining to subject matter hereof. Each of the
parties acknowledges representation by counsel throughout all of the negotiations which
preceded execution of this Amendment, and this Amendment has been executed freely and
voluntarily with the consent of and upon the advice of counsel. Each of the parties
acknowledges that it has not relied on any promise, covenant, representation, or warranty,
express or implied, not expressly set forth in this Amendment.
[Signature Pages Follow]
2
PURCHASER SIGNATURE PAGE FOR THIRD AMENDMENT
TO CONTRACT FOR PURCHASE OF REAL PROPERTY
IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of
the date and year first written above.
THE DENUNZIO GROUP, LLC,
a Florida limited liability company
Date: October , 2023 By:
Name: Dustin J. DeNunzio
Title: Manager
Date: October l(o , 2023
GOTHAM PROPERTY ACQUISITIONS LLC,
a New York limited liability company
By:
Name:
Title:
3
PURCHASER SIGNATURE PAGE FOR THIRD AMENDMENT
TO CONTRACT FOR PURCHASE OF REAL PROPERTY
IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment as of
the date and year first written above.
Date: October zy , 2023
THE DENUNZIO GROUP, LLC,
a Florida limited liabilit ompany
By: /O --
Nam=: Dusti
Title: Manag
GOTHAM PROPERTY ACQUISITIONS LLC,
a New York limited liability company
Date: October , 2023 By:
Name:
Title:
3
Countersigned:
By:
SELLER SIGNATURE PAGE FOR THIRD AMENDMENT
TO CONTRACT FOR PURCHASE OF REAL PROPERTY
Brian J. Aungst, Sr.
Mayor f v
Approved as to form:
Matthew J. Mytych, sq.
Assistant City Attorney
18776228v1
4
CITY OF CLEARWATER, FLORIDA,
A Florida municipal corporation.
By:
Jennifer Poirrier
City Manager
Attest:
Rosemarie Call
City Clerk