HomeMy WebLinkAboutCRA-R-20-0005 Exhibit CExhibit "C"
Seventh Amendment
SEVENTH AMENDMENT
THIS SEVENTH AMENDMENT is made and entered into as of May , 2020 by and
between DOWNTOWN RETAIL ASSOCIATES LLC, a Florida limited liability company (the
"Developer"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the "CRA").
RECITALS
A. Developer and the CRA entered into that certain Block 55 Development Agreement
dated as of October 1, 2018 (the "Original Agreement"), as amended by Amendment dated as of
November 21, 2018, (the "First Amendment"), Second Amendment dated as of April 17, 2019
(the "Second Amendment"), Third Amendment dated as of September 26, 2019 (the "Third
Amendment"), Fourth Amendment dated as of December 20, 2019 (the "Fourth Amendment"),
Fifth Amendment dated as of March 18, 2020 (the "Fifth Amendment") and Sixth Amendment
dated as of March 31, 2020 (the "Sixth Amendment") (the Original Agreement as amended by
the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment,
the Fifth Amendment and the Sixth Amendment is collectively, the "Agreement").
B. Developer and the CRA desire to modify and amend certain terms and provisions
of the Agreement, as hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. RECITALS. The Recitals to this Seventh Amendment are true and correct and
hereby incorporated by reference and made a part hereof.
2. DEFINED TERMS. Any defined terms utilized in this Seventh Amendment but
not defined in this Seventh Amendment shall have the meanings ascribed to said terms in the
Agreement.
3. EXTENSION OF THE CLOSING DATE.
(a) Developer and the CRA acknowledge that the Closing Date was extended
through June 1, 2020 in accordance with the Sixth Amendment. Developer hereby exercises its
additional right to extend the Closing Date through June 30, 2020 in accordance with the Sixth
Amendment. The May Extension Fee and June Extension Fee (each, as defined in the Sixth
Amendment) are deemed earned by the CRA and are payable on the Closing Date.
(b) Developer and the CRA further agree to extend the Closing Date through
September 30, 2020; provided that closing may occur on an earlier date at Developer's election
and upon not less than ten (10) days' prior written notice to the CRA of such earlier date.
4. RATIFICATION. Except as modified by this Seventh Amendment, the Developer
and the CRA ratify and reaffirm all terms and provisions of the Agreement.
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5. CONFLICT. In the event of a conflict between the terms and provisions of this
Seventh Amendment and the terms and provisions of the Agreement, the terms and provisions of
this Seventh Amendment shall control.
6. COUNTERPARTS. This Seventh Amendment may be executed in counterparts
by the parties hereto and each shall be considered an original as the parties are concerned but
together such counterparts shall comprise only one Seventh Amendment. Executed counterparts
transmitted by facsimile or PDF via email shall be binding upon the parties.
[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Seventh Amendment as of the
date and year first above written.
DEVELOPER:
DOWNTOWN RETAIL ASSOCIATES LLC,
a Florida limited liability company
By:
Name: Michael Swerdlow
Title: Manager
CRA:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Cornelius Shiver, Executive Director
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP,
Special Counsel to CRA
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Joinder
The undersigned Block 55 Lender, LLC joins in this Seventh Amendment to consent to the
execution of the Seventh Amendment in accordance with the Recognition Agreement dated
December 14, 2018.
BLOCK 55 LENDER, LLC
By:
Name: Ezra Katz
Title: Manager
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