FOURTH AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTYFOURTH AMENDMENT TO CONTRACT FOR PURCHASE OF REAL
PROPERTY
This FOURTH AMENDMENT TO CONTRAI FOR PUC/HASE REAL PROPERTY
(this "Amendment") is entered into this /PM day of 7anuary 202 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, and as further amended by that certain Third Amendment to Contract for
Purchase Real Estate with an effective date of October 16, 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 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. Purchase Price. Sections 2 and 4 of the Agreement are hereby amended so that the
Purchase Price shall be Three Million Four Hundred Fifty Thousand Dollars ($3,450,000.00).
3. Conditions Precedent to Buyer's and Seller's Obligation to Close. Sections 39 and
40 of the Agreement shall be amended by adding a condition that the Development Agreement as
defined in Section 9 of the Agreement shall have been amended to be consistent with this
Amendment and shall also be amended to address the following prior to Closing:
a. To revise the City Hall Project (as defined in the Development Agreement)
to a multifamily residential project containing 400 dwelling units in a single tower;
b. To revise the minimum required parking ratio to 1:1:1 for 440 parking
spaces;
c. To revise the City Hall Project requirements to provide that 50% of the
parking spaces may be above -ground but not visible from Osceola Avenue (but may be
visible from Coachman Park);
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d. To clarify that the rate and schedule of impact fees in effect upon the date
of execution of the original Development Agreement will apply to the City Hall Project
and the Harborview Project (as defined in the Development Agreement);
e. To revise the purchase price for the City Hall Site (as defined in the
Development Agreement) to Three Million Four Hundred Fifty and No/100 Thousand
Dollars ($3,450.000.00);
f. To provide up to Two Million Two Hundred Fifty Thousand Dollars
($2,250,000.00) in CRA funding at Substantial Completion (as defined in the Development
Agreement), or, if closing under this Agreement occurs no later than March 1, 2026, upon
commencement of construction instead;
g. To provide an additional One Million Dollars ($1,000,000.00) in CRA
funding as an incentive grant for early closing to be paid upon commencement of
construction if closing under this Agreement occurs no later than March 1, 2026;
h. To provide for up to six (6) sixty (60) day closing extensions of this
Agreement at a cost of Two Hundred Thousand and No/100 Dollars ($200,000.00) each;
i. To establish December 31, 2028 as the date of Substantial Completion,
subject to extension for Events of Force Majeure and Governmental Delay (as defined in
the Development Agreement);
j. To provide for liquidated damages in the amount of One Million Dollars
($1,000,000.00) if Substantial Completion is not achieved by December 31, 2028, subject
to extension for Events of Force Majeure and Governmental Delay, which liquidated
damages shall be secured, at Purchaser's option, by any of the following: cash collateral
from Purchaser or a provision for payment of the same to the City from the contractor
under the Construction Agreement;
k. To provide that the Seller will be an additional insured in insurance policies
for the City Hall Project and the Harborview Project with the same insurance amounts as
Purchaser;
1. To provide for defense, reimbursement, and indemnification of the City in
an amount of up to maximum amount of Five Hundred Thousand and No/100 Dollars
($500,000.00) for any legal challenges related to amendment of the Development
Agreement; and
m. To provide for any other changes necessary to conform the Development
Agreement with the terms and conditions of this Amendment.
4. Closing. Section 13 of the Agreement shall be amended by deleting Section 13 in
its entirety and replacing it with the following:
"Closing Place and Date. The closing of the transaction contemplated under this Contract
("Closing") shall be closed in the offices of the designated Closing Agent in Pinellas
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County, Florida on or before March 1, 2026, unless extended by the time allotted for the
removal of title defects as provided for in Paragraph 8 above, Force Majeure Event,
Governmental Delay, or as provided below in this Section 13 ("Closing Date"). For the
avoidance of doubt, any extension or delay in closing beyond March 1, 2026, shall render
the Buyers ineligible to receive the One Million Dollars ($1,000,000.00) incentive grant
described in Section 3(h) of this Amendment. The Seller shall designate the closing agent
("Closing Agent").
Notwithstanding the previous paragraph, if the Closing does not occur by the Closing Date,
Buyer shall have the option to extend the Closing Date for up to six (6) additional
extensions of sixty (60) days each, by delivering written notice thereof to Seller prior to
the expiration of the Closing Date or the date of the immediately prior exercised extension
period, as applicable, and submitting payment to the Seller in the sum of Two Hundred
Thousand Dollars ($200,000.00) for each extension option (each an "Extension Fee"),
which each Extension Fee shall be nonrefundable and not applicable towards the Purchase
Price except in the case of an Event of Default on the part of the Seller.
The Buyer and Seller acknowledge and agree that time shall be of the essence with respect
to the performance by the Buyer of its obligation to pay the Extension Fee. For that reason,
if the Extension Fee is not paid timely, then the Buyer shall have five (5) business days to
cure monetary defaults. If Buyer fails to close or otherwise cure after five (5) business days,
then the Contract shall automatically terminate without penalty or any further action being
required by the Seller.
5. Conditions Precedent to Seller's Obligation to Close. Section 40(iii) of the
Agreement shall be amended by deleting Section 40(iii) in its entirety and replacing it with the
following:
"iii. Commensurate with Closing, Buyer shall provide the Seller with a copy of a
Construction Agreement. "Construction Agreement" shall be defined as an executed
agreement between a general contractor, licensed in the State of Florida, or construction
manager and the Buyer or the Buyer's Affiliates or lenders, whereby the Buyer or Buyer's
Affiliates or lenders provide monetary compensation in exchange for a commitment to
construct or ensure the construction of the improvements described in the Development
Agreement relating to the Land. Additionally, at or prior to Closing, Buyer or Buyer's
contractor under the Construction Agreement shall have bought out the following "Major
Trades": (1) sitework, (2) concrete, (3) structural steel, if applicable, (4) HVAC, (5)
electric, (6) plumbing, (7) rough carpentry, and (8) facade. Additionally, to the extent
assignable and at the sole cost of the Seller, Buyer agrees to assign to Seller, subject to
Lender's approval and subordinate to Lender's interest in, all of Buyer's right, title, and
interest in all plans and specifications for the construction of the improvements on the Land
as provided for in the Development Agreement, the Construction Agreement, any
engineer's agreement related the construction of the improvements on the Land as provided
for in the Development Agreement, and any architect's agreement related the construction
of the improvements on the Land as provided for in the Development Agreement, which
assignment shall be in a form mutually agreeable between Buyer and Seller."
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Additionally, Section 40(iv) shall be added to the Agreement as follows:
"iv. In addition to other remedies provided by this Agreement, Buyer agrees to provide
a comparable completion guaranty as provided to Buyer's Lender, if applicable, to Seller
subject to the consent of Buyer's Lender."
6. 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.
7. 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.
8. 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.
9. Headings. The captions and headings used throughout this Amendment are for
convenience of reference only and shall not affect the interpretation of this Amendment.
10. 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.
11. 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.
12. 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]
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PURCHASER SIGNATURE PAGE FOR FOURTH 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: January 22, 2024 By:
.illir".9
Name: Dustin J. tY)eNunzio
Title: Manager
GOTHAM PROPERTY ACQUISITIONS LLC,
a New York limited liability company
Date: January , 2024 By:
Name:
Title:
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PURCHASER SIGNATURE PAGE FOR FOURTH 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: January , 2024 By:
Name: Dustin J. DeNunzio
Title: Manager
GOTHAM PROPERTY ACQUISITIONS LLC,
a New York limited liability company
Date: January23rd, 2024 By:
Name:
Title: r eSi cV
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Countersigned:
By:
SELLER SIGNATURE PAGE FOR FOURTH AMENDMENT
TO CONTRACT FOR PURCHASE OF REAL PROPERTY
CITY OF CLEARWATER, FLORIDA,
A Florida municipal corporation.
By:
Brian J. Aungst/ . v JeifeidPoi frier
Mayor VV City Manager
Approved as to form:
David Margolis
City Attorney
19093796v8
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Attest:
Rosemarie Call
City Clerk
EXHIBIT "A"
City Hall - Parcel A
DESCRIPTION
That portion of the East 402.04 Feet of Lots 3. 4. & 5 of Block A. John R
Davey's Re-subdhfslon as shown an plat recorded lin Plat Book 1. page 87 of the
Public Records of Hillsborough County, Florida. of which Phsllae County was
formerly a part; lying South of those lands described in Officid Records Book
14700. page 1498 of the Public Records of Pinellas County. Florida;
LESS the East 15 feet of said Block A;
And LESS the South 20 feet of said Lot 5 per City of Clearwatr Resolution
84-160. recorded in Officid Records Boole 2059, page 493 of said Pinellas
County Public Records.
Said portion of Lots 3. 4. & 5 being mare particularly described as follows:
Commence at the Southeast corner of Lot 5. Block A, John R Davey's
Re-subdhsion as shown on plot recorded In Plat Book 1. page 87 of the Public
Reeards of Hillsborough County. Florida. of which Pinellas County was formerly a
part; thence N 00' 06'32•E along the East line of sold Lot 5, a distance
of 20.00 feet to a paint an the North line of the South 20 fest of said
Lot 5; thence S 89 20'12'W along said North line of the South 20 feet. a
distance of 15.00 feet to the West Zine of the East 15 feet of said Block A and
the Poht of BDghnIng; thence continue S 89' 20'12'W along sold N line of the
South 20 feet. a distance of 387.07 feet; thence N 00' 06' 32' E, a distance
of 300.20 fest to the Viesterly extension of the Southernmost line of those lands
described in Official Records Book 14700, page 1496 of the Public Records of
Pinellas County. Florida; thence S 25.09'E along sold tine. a distance
of 387.17 feat to the said West Ilne of the East 15 feat; thence S 00' 06'32'W
along said West line of the East 15 feet, a distance of 255.04 het to the Point
of Beginning.
Contohing 113.256 square feet. Cr 2.60000 acres. more ar less.
NOTES
1.
1HIS IS A SKETCH TO ACCOMPANY A DESCRIPTION AS DEFINER IN r 1APiER 5x17.052 OF
714E FLORIDA ADIIWIS1RA11VE CODE ANDS MDT A FELD SUIMVer.
t BEARINGS S1oeN HEREON ARE RASED CN MO NOR1H. A3 REFERENCED TO 114E FLORIDA
STATE PLANE 000IESRA1E SYSTEM, REST ZONE. AS ESTABUSHED BY 114E NASONAL OCEAN
SERSICES` PROGRAM OFFICE NA11ONAL GEODETIC SURvEV AND THE .EST LITE OF OSCEOLA
STREET LING SOUTH 000.32 sot
3. COOItDIrA1ES WOW HEREON ARE REFFADICED TO FLORIDA STATE PLANE COORDINATES
MESE ZONE, NORM AMERICAN DA1UM OF lee3. 201Y AD.USTRIDIT AS ESTABLISHED WING
1HE FLORIDA COWMEN! OF TRANIPORTATKIN'S FLORIDA PERMANENT REFEREKE NETWORK
OF RASE STATK7NS. THE 000RDINA1ES ANE DISPLAYED IN US SURVEY FEET.
4. 1HIS DESCAMMON IS BASED ON 1HE DIMENSIONS PROVIDED IN A BOUNDARY SURVEY 1111ED
-1HE CM OF CLEARVIATEt+'5 1111.E N COACHMAN PARK- AND OTHER QTY PROPERTIES,
MOWED BY MIM SURVEY. INC., ITS PRO ECT 2019-023. AND HAMN6 A SURVEY DATE OF
11/1/2015. NOTE 1HAT 1HE BEARNE OF PIERCE STREET SHONM ON THE SUR% T HAS SEEN
REVISED FROM S5Y'IOh1.1e TO sew2or+rw. HOWEVER THE RENSED SURVEY HAS MOT YET
BFD1 COMPL EIED.
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