FIFTH AMENDMENT TO CONTRACT FOR PURCHASE OF REAL PROPERTYFIFTH AMENDMENT TO CONTRACT FOR PURCHASE OF REAL
PROPERTY
This FIFTH AMENDMENT TOSONTRACT FOR PURCHASE REAL PROPERTY
(this "Amendment") is entered into this I l day of Dec, , 2025, by and among THE CITY OF
CLEARWATER, FLORIDA, a Municipal Corporation of the State of Florida ("Seller"), and
CLEARWATER BLUFFS LLC, a Delaware limited liability company ("Purchaser").
WHEREAS, Seller and The DeNunzio Group, LLC, a Florida limited liability company
("DeNunzio") and Gotham Property Acquisitions, LLC, a New York limited liability company
("Gotham") 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 amended
by that certain Third Amendment to Contract for Purchase Real Estate with an effective date of
October 16, 2023, as amended by that certain Fourth Amendment to Contract for Purchase Real
Property with an effective date of February 7, 2024, as assigned by DeNunzio and Gotham to
Purchaser pursuant to that certain Assignment and Assumption of Contract for Purchase of Real
Property with an effective date of November 21, 2025 (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
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. Conditions Precedent to Buyer's and Seller's Obligation to Close. Sections 39 and
40 of the Agreement shall be amended to address the following:
a. The CRA has agreed to fund either 1.) Two Million Two Hundred Fifty
Thousand Dollars ($2,250,000.00) at Substantial Completion (as defined in the
Development Agreement), or, 2.) if closing under this Agreement occurs no later than
March 1, 2026, Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00)
at commencement of construction (the "CRA Funds"). The CRA Funds shall be provided
pursuant to a promissory note in the applicable amount pursuant to action taken by the
CRA Board of Trustees at a duly noticed public meeting (the "CRA Note"). The CRA
Note shall be executed either at Closing or upon Buyer's closing of its construction
financing on the Property, as applicable. The CRA Note shall evidence the CRA Funds
extended from the CRA to Buyer pursuant to the Development Agreement.
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3. CRA Approval. The Clearwater Community Redevelopment Agency (the "CRA")
approved the allocation of CRA Funds for the Property as referenced in the Development
Agreement at the CRA Board of Trustees meeting on March 18, 2024. The CRA Note shall
evidence the CRA Funds extended from the CRA to Buyer pursuant to the Development
Agreement.
4. Parking Contribution. Seller and Purchaser agree that Seller and Purchaser will
enter into a promissory note substantially similar to Exhibit A for the Parking Contribution (as
defined in the Contract and Development Agreement) in the amount of Seventeen Million Dollars
($17,000,000.00), which shall be entered into at Closing.
5. 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.
6. 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.
7. 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.
8. Headings. The captions and headings used throughout this Amendment are for
convenience of reference only and shall not affect the interpretation of this Amendment.
9. 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.
10. 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.
11. 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 FIFTH 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.
December 2, 2025
Date: November —, 2025
STATE OF Nevd
CLEARW - ' BLUFFS L , a Delaware limited
liabil'
By:
Na
Title: P t,+ tOvl2ed S1grc*kork
Date: 12 2) 25
COUNTY OF New yQVK,
The foregoing instrument was acknowledged before me by means of M physical presence
or 1 online notarization this 2°1 day of vcemhey 2025, by pawl Pa>xck as
of Clearwater Bluffs LLC, a Delaware limited liability company, on behalf
of the limited"liabilify company.
(NOTARY SEAL)
Nae: Lisa therec
Personally Known 1'- OR Produced Identification
Type of Identification Produced
LISA GirR-C:TANO
NOTARY PUBLIC, STATE or NEW YORK
Registration No. 01GE6350245
attained in Kings County
Commission Expires Na,,.,. 4
Marchmoi, 20
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SELLER SIGNATURE PAGE FOR FIFTH AMENDMENT
TO CONTRACT FOR PURCHASE OF REAL PROPERTY
Countersigned:
By:
Bruce Re
Mayor
Date: _ 9)S
Approved as to form:
a
David Margolis
City Attorney
Date: /2 - %
21731192v3
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
By:
J • ifer +wrier
City Manager
Date: /�� /J/AS
Attest:
EXHIBIT A
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PROMISSORY NOTE
$17,000,000.00 Clearwater, Florida
Effective as of
This Promissory Note ("Note") is entered into this _ day of , 202_, by and between
CLEARWATER BLUFFS LLC, a Delaware limited liability company (the "Borrower") whose mailing
address is 111 Fifth Ave., 9th Floor, New York, New York 10003 and THE CITY OF CLEARWATER,
FLORIDA, a Florida municipal corporation (the "Lender") whose mailing address is P.O. Box 4748,
Clearwater, FL 33758.
WITNESSTH
WHEREAS, pursuant to the terms and conditions of that certain Contract for Purchase of Real
Property dated August 15, 2022, made by and between the Lender, Gotham Property Acquisitions, LLC
("Gotham"), and The DeNunzio Group, LLC ("DeNunzio"), as amended and assigned (the "Contract"),
Borrower has purchased from the City that certain real estate as more particularly described in the Contract
("Property");
WHEREAS, the Property is subject to that certain Development Agreement dated August 4, 2022,
by and between the City, Gotham and DeNunzio, and recorded as Instrument No. 2022252437 of the Public
Records of Pinellas County, Florida, as amended by that certain First Amendment to Development
Agreement dated June 6, 2024, and recorded as Instrument No. 2024151027, of the Public Records of
Pinellas County, Florida (collectively, the "Development Agreement");
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and
other good and valuable consideration, the Borrower and Lender agree and covenant with each other as
follows:
1. GENERALLY
The foregoing recitals are true and correct and are incorporated in and form a part of this Note. Unless
otherwise defined, all capitalized terms used in this Note shall have the meaning ascribed in the
Development Agreement.
2. BORROWER'S PROMISE TO PAY
For value received, Borrower promises to pay to the order of the Lender the principal amount of Seventeen
Million and 00/100 Cents ($17,000,000.00) in U.S. dollars (this amount is called "Principal"), or so much
thereof as is advanced from time to time by Lender to Borrower under the terms of the Development
Agreement and Contract. The Lender or anyone who takes this Note by transfer and who is entitled to
receive the value as evidenced by this Note is called the "Note Holder", provided, however, that in no
event shall Lender be permitted to transfer this Note without the prior written consent of Borrower, which
may be granted or denied in Borrower's sole discretion. This Note evidences the Parking Contribution
DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 HAVE BEEN PAID IN CONNECTION
WITH THE EXECUTION OF THIS NOTE AND HAVE BEEN REMITTED DIRECTLY TO THE FLORIDA
DEPARTMENT OF REVENUE.
extended by Lender to Borrower pursuant to the terms of the Development Agreement and Contract.
The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment
in full of the following indebtedness: (i) that certain promissory note secured by a mortgage
dated , in the original principal amount of , made payable to
the order of Wells Fargo Bank, its successors and/or assigns (the "Bank"), executed and delivered by the
Borrower to the Bank, as the same may be modified, amended, restated from time to time, increased as to
the principal amount or refinanced(herein referred to as the "Construction Loan Note"); (ii) that certain
promissory note secured by a pledge of interest of the Borrower dated , in the original
principal amount of , made payable to the order of Lionheart Capital, its
successors and/or assigns (the "Mezz Bank"), executed and delivered by the Borrower to the Mezz Bank,
as the same may be modified, amended, restated from time to time, increased as to the principal amount or
refinanced(herein referred to as the "Mezz Loan Note"); and (iii) any subsequent first position mortgage
financing. While the Property is subject to mortgage fmancing, in no event shall the Lender take any action
to enforce the terms of this note against the Borrower without the express written consent of the Bank,
Mezz Bank, and any other applicable lenders.
The indebtedness evidenced by this Note is subject to that certain: (i) Subordination Agreement dated
among Bank, Note Holder, as subordinate lender, and Borrower, as borrower (the
"Subordination Agreement") and (ii) Subordination Agreement dated among Mezz
Bank, Note Holder, as subordinate lender, and Borrower, as borrower (the "Mezz Subordination
Agreement") and shall be subordinate in right of payment to the extent and in the manner provided in the
Subordination Agreement and Mezz Subordination Agreement to the prior payment in full of the
indebtedness evidenced by the Construction Loan Note and Mezz Loan Note, as applicable. Each
subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of the Note, to have
agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by
"Subordinate Lender" under the Subordination Agreement and Mezz Subordination Agreement.
3. INTEREST
Interest on the principal amount outstanding under this Note shall compound annually and shall accrue at the
rate (the "Contract Rate") equal to the Mid -Term AFR (as defined below) for as set forth
by Internal Revenue Service ("IRS") Revenue Ruling 2019-25. "Mid -Term AFR" means the mid-term
monthly applicable federal rate announced by the IRS pursuant to sections 7872 and 1274(d) of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated pursuant thereto.
4. PAYMENTS
The loan evidenced by this Note is a thirty (30) year deferred payment loan with no payment required of
principal or interest until the 30`h anniversary date of this Note, (the "Maturity
Date").
The Borrower will not be required to make monthly payments. The loan is a deferred payment loan. On
the Maturity Date, the Borrower will forward the deferred lump sum payment of principal (and any interest
thereon) to the City of Clearwater at P.O Box 4748, Clearwater, FL 33758, or at a different place if required
by the Note Holder. The Lender may, in its sole and absolute discretion, choose to forgive the loan
(including principal and any interest accrued thereon) on the Maturity Date. Notwithstanding the foregoing,
upon Borrower's request, Lender shall be required to forgive the loan or convert the loan to a Development
Incentive Grant, which request may be made with respect to all or a portion of the amounts due under this
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MIADOCS 27783805 1
Note plus any accrued interest due at such date, if the following condition has been met: the City Hall
Project is Substantially Completed.
The indebtedness evidenced by this Note, and any other financial obligations which may hereafter be
imposed on Borrower by the Lender, is subordinate to the indebtedness specified in Section 1 and all other
indebtedness incurred by the Borrower without the need for a separate subordination instrument.
5. BORROWER'S RIGHT TO.PREPAY
The Borrower has the right to prepay the balance due on this Note, in whole or in part, at any time without
premium or penalty (any such prepayment known as a "prepayment"). When a prepayment is made, the
Borrower must notify the Note Holder, in writing, that it is doing so. The Note Holder will use all
prepayments to reduce the amount of principal that is owed under this Note. If a partial prepayment is
made, there will be no change in the Maturity Date, unless the Note Holder agrees, in writing, to such
change.
6. LOAN CHARGES
If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the
interest or other loan charges collected in connection with this loan exceed the permitted limit, then any
sum already collected which exceeded permitted limits shall be credited as a payment of principal, unless
the undersigned shall notify the Note Holder, in writing, that the undersigned elects to have such excess
sum returned to it forthwith.
7. BORROWER'S FAILURE TO PAY AS REQUIRED
(A) Default
Except as otherwise provided in Section 4 above, if the full amount is not paid or forgiven by the Maturity
Date, the undersigned will be in default.
(B) Notice of Default
If the undersigned is in default, then after failure of the Borrower to cure a default within thirty (30) days
of written notice of a default under this Note, the Note Holder may send a written notice which advises that
the full principal amount, including any interest that may accrue (as defined in Sections 2 and 3 above), is
due and payable by a certain date. That date must be at least thirty (30) days after the date on which the
notice is delivered or mailed.
(C) No Waiver By Note Holder
The remedies of the Note Holder, as provided herein shall be cumulative and concurrent and may be pursued
regularly, successively, or together, at the sole discretion of the Note Holder, and may be exercised as often
as occasion therefore shall arise. No act or omission or commission of the Note Holder, including
specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release
of the same, such waiver or release to be affected only through a written document executed by the Note
Holder, and then only to the extent specifically recited therein. A waiver or release with reference to any
one event shall not be construed as continuing as a waiver or release of any subsequent right, remedy, or
recourse as to a subsequent event. Even if, at a time when the undersigned is in default, the Note Holder
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MIADOCS 27783805 1
does not require payment in full, as described above, the Note Holder will still have the right to do so if a
default occurs at a later time.
(D) Payment of Note Holder's Costs and Expenses
In the event the Note is collected through enforcement by law or through an attorney at law, or under advice
therefrom, the Note Holder will have the right to be paid back for all of its costs and expenses in enforcing
this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable
attorney's fees, which are defined to include, without limitation, all fees incurred in all matters of collection
and enforcement, construction and interpretations, before, during and after trial, proceedings and appeals,
as well as appearances in reorganization or similar proceedings, and the cost of paraprofessional personnel
working under supervision of an attorney.
8. GIVING OF NOTICES
All notices provided for herein shall be sent by certified or registered return receipt requested mail, or by a
nationally recognized overnight courier, addressed to the appropriate party at the address designated for
such party in the preamble to this Note, or such other address as the party who is to receive such notice may
designate in writing. Notice by mail shall be completed by depositing the same in a letterbox or other
means provided for the posting of mail addressed to the party with the proper amount of postage affixed
thereto. Actual receipt of notice shall not be required to effect notice hereunder. Notices sent by a nationally
recognized overnight courier service shall be deemed delivered the next business day after deposit with
such courier unless the records of such courier indicate a later delivery in which case the notice shall be
deemed received on the date of delivery. Copies of all notices sent to Borrower under this Note shall be
provided to c/o Bryan Kelly, 432 Park Avenue South, Second Floor, New York, NY 10016.
9. OBLIGATIONS OF PERSONS UNDER THIS NOTE
If more than one person signs this Note, each person is fully and personally obligated to keep all of the
promises made in this Note, including the promise to pay the full amount owed. Any person who is a
guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over
these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated
to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note
against each person individually or against all of us together. This means that any one of the persons signing
this Note may be required to pay all of the amounts owned under this Note.
10. WAIVERS
All persons now or at any time liable, whether primarily or secondarily, for the payment of the indebtedness
hereby evidenced, for themselves, their heirs, legal representatives, successors and assigns respectively,
hereby (a) expressly waive the rights of presentment, demand for payment, notice of dishonor, protest,
notice of nonpayment or protest, and diligence in collection. "Presentment" means the right to require the
Note Holder to demand payment of amounts due. "Notice of Dishonor" means the right to require the Note
Holder to give Notice to other persons that amounts due have not been paid. (b) consent that the time of
all payments or any part thereof may be extended, rearranged, renewed or postponed by the Note Holder
hereof and further consent that the collateral security or any part thereof may be released, exchanged, added
to or substituted for by the Holder hereof, without in anyway modifying, altering, releasing, affecting or
limiting their respective liability or the lien of any security instrument; (c) agreed that the Note Holder, in
order to enforce payment of this Note, shall not be required first to institute any suit or to exhaust any of its
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MIADOCS 27783805 1
remedies against the undersigned or any other person or party to become liable hereunder. This Note and
the instruments securing it have been executed and delivered in, and their terms and provisions are to be
governed and construed by the laws of the State of Florida.
11. If more than one party shall execute this Note, the term "undersigned", as used herein, shall mean
all parties signing this Note and each of them, who shall be jointly and severally obligated hereunder. In
this Note, whenever the context so requires, the neuter gender includes the feminine and/or masculine, as
the case may be, and the singular number includes the plural.
12. COPY RECEIVED
Borrower hereby acknowledges receipt of a copy of this instrument.
13. NONRECOURSE OBLIGATION
The obligations and liability of Borrower for payment of principal, interest and any charges under this Note
shall be enforced solely against the Borrower. Notwithstanding anything to the contrary, Borrower, its
members, partners, officers, and/or directors, shall not be personally liable for the payment or satisfaction
of such sums.
Notice to Borrower
Do not sign this Note if it contains blank
spaces. All spaces should be completed before you sign.
[SIGNATURE PAGE FOLLOWS]
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[SIGNATURE PAGE TO PROMISSORY NOTE]
IN WITNESS WHEREOF, this Note has been duly signed by the Borrower on this day
of , 202_.
STATE OF
COUNTY OF
BORROWER:
CLEARWATER BLUFFS LLC, a Delaware
limited liability company.
By:
Name:
Title:
The foregoing instrument was acknowledged before me by means of [1 physical presence or []
online notarization this day of , 202_, by as of
Clearwater Bluffs LLC, a Delaware limited liability company, on behalf of the limited liability company.
(NOTARY SEAL)
Name:
Personally Known OR Produced Identification
Type of Identification Produced
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MIADOCS 27783805 1
21779062v3