ASSIGNMENT AND ASSUMPTION OF SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT
"
~
.
.
This instrument was prepared by
and should be returned to:
JeffreyT. Shear, Esquire
Ruden, MCClosky, Smith. Schuster
& Russell, P.A
_ 401 East Jackson Street, Suite 2700
Tampa. Florida 33602
KEN BURKE, CLERK OF COURT
PIiIEtLAS COUNTY FLORIDA
INST. 200H5I048 tVl6l2tlO6 at 07:53 AM
OFF REC BK: 14120 JIG: 1341-1.
OOCType;AGM RECORDING: $31.51
ASSIGNMENf AND ASSUMPTION OF SECOND AMENDED AND RESTATED
DEVELOPMENT A~,EEMENT
TIllS ASSIGNMENT AND ASSUMPTION Of SECOND AMENDED AND RESTATED
DEVE~PMENT AGREEMENT <the "Agreement") is made and eotem:l into to be effective as of
the -1.L day ofFebruaty, 2005, by and between BEACHW ALK RESORT, LLC, a Florida limited
liability company (successor in intenst to Clearwater Beadl Resorts, u.c) (the "Assignor"). and
CRYSTAL BEACH CAPlf AI., LLC. a Florida limited liability company (the "Assignee").
~! 1: H E.s..s.:EI H:
WHEREAS, pnrs~ to- the terms and amditious of that cenain Agreement of Sale aad
Purchase of Property dated September 10.2004, by and between the Assignor and the Assignee (the
"Sale A,greement"), the Assianee is under contract to purchase froIJl, the Assignor that certain
Property located in PineUas County, Florida, wbich is more particularly described in tbeAgreement;
and '
WHEREAS, the Property is subject to that certain Second Amended and Restated
Development Agreement fot Property in the City of Clearwater by and between the City of .
Clearwatec, Florida. (the "Agency") and Beachwalk Resort, LLC dated as of December 10,2004 (the
"Development Agreement''). as manorialized in the Public Records ofPiDeDas County, Florida 011
December 13. 2004, and recorded in Official Records Book 13996, at Page 2409; and
WHEREAS, the Agreement mnteOlp1ates that the Assignor shall transfer to the Assignee all
of the Assignor's riibt, tide, interest ad obligations in and to the Development Agreement as herein
provided.
TPA:3S"'71~
.,
.
"
.
NOW, 1lIEREFORE, in consideration of the sum ofTen and NollOOtbs Dollars ($10.00)
and other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.
reference.
Recitals. The foregoing recitals are trUe and correct and are incorporated herein by
2. !\.ssimunent The Assignor hereby assigns to the Assignee, and the Assignee hereby
accepts from the Assignor, all of the Assignor's right, tide and interest in and to the Development
Agreement as of the date bereof.
3. Assumption. The Assignee hereby assumes the Development Agreement and agrees
to perform all of the obligations of the Assignor arising under the Development Agreement.
4. Counterparts. This Agreement may be executed in any number of counterparts, each
of which, when executed and delivered, shall be an origjDal, and such counterparts together
constitute one and the same instrument Signature 8Ild acknowledgment pages maybe detached from
the counterparts and attached to a single copy of this document to physically form one docmnent.
5. BindiD2 Attr~t. This Agreement shall be binding upon and sball inure to the
benefit of the parties hereto and their heirs, persona) lepJesentatiVes, successors and assigns.
6. Attorney's Fees. In the event of any litigation between the parties arising out oflhis
Agreement, the prevailing party shall be entitled to recover all costs inCUl1'~ including without
limitation reasonable attorneys' and paralegals' fees and costs, whether such fees and costs are
incurred at trial, on appeal or in any bankruptcy proceedings.
7. Waiver of Jurv Trial. Assignor and Assipee each knowingly, voluntarily and
intentionally waive any right which either of them may have to trial by jury with respect to any
litigation or legal proceeding based upon or arising directly, indirectly or otherwise in connection
with, out o~ related to or from this Agreement including, by way of example but not limitation, any
course of conduct, course of dealings, verbal or written statements or acts or omissions of either
party whim in any way relate to this Agreement Further more, Assignor and Assignee agree that
they will not seek to consolidate any such action in which a jury trial bas been waived with any other
action in which a jury trial caDDOt or has not been waived. The parties hereto have speclfic:ally
disCIlSsed and negotiated for this waiver and undentand the legal consequences of it.
8. Laws. This Agreement shall be governed by and construed in aCXX)rdance with the
laws of the State of Florida. The parties hereby consent to jmisctiction and venue iD Pinellas County,
Florida, and agree that such jurisdiction and venue shall be sole and exclusive for any and all actions
or disputes related to this 4eement or any related mstrumeo.Cs.
TPA:3564n:3
2
"'.. I III"" "'... ""fio ~ I II ...~" . . ""'" ..""......... ..._..................
.
.
IN wrnmss WHEREOF, the Assignor and Assignee have executed this Agreement to be
effective as of the date first above written.
STATE OF FLORIDA
COUNTY OF HlLLSBOROUGH
ASSIGNQR:
BEACHWALK RESORT, Lee, a Florida
limited liability company, fIkIa Clearwater
Seashen Resort, L.C.
By: ClealWater Beach Resorts, LLC, a
Florida limited liability company, Sole
Member
B'I)! ~;1~
~aub
Managing Member
The foregoing instrument was aclcnowledged before me this -"- day of Fe.6 , 2005
by BRJAN TAUB, as Managing Member ofBEACHWALK. BEACH RESORT, LLC, a Florida
limited liability com.pany, on behalf of the limited liability company. He [select one] (l-1 is
personally known to me or ( ) has produced his drivcc's license as identification.
~y~
o b~
.~ E'iElIl~~ Dennafd
(Print, Type or Stamp Nauj)~' ~~ M'fCOMM\SSlOl'I' 00IIS6;::~ <X'l!llES
i.; :~i Oc1ober 18 20,-.-
~....~ lOIlOSI'tllII1IO'tfANIIo;S\JIoto"Cf. I~
My Commission Expires: oRt.~
[SIGNATURES CONTINUED ON NEXT PAGE]
TPJ\:3S6471:3
3
"'!IIl' UO..,. 1lI'\IiI 'IlI'EiD. 1 .,.,.... . ,"',.. nv...._.. .._.........V'...
..
..,
ASSIGNEE::
~~
~. s e)
~ame: 5~.. :!S,-.k;;;r
.~
P ame:. i eNUHJ
By:
LLC., a.
By:
STATE OF FLORIDA
COUNTY OF HlLLSBOROUGH ~
-
The foregoing instrument was acknowledged before me this 1/. clayof fiJ. _ 2005,
by NEn. RAUENHORST, as Manager ofNJRDEVELOPMENT COMP' ANY, L.L.C., a Delaware
limited liability company, the Manager of CRYSTAL BEACH CAPITAL, LLC, a Florida limited
liabi.lity company, ~behaif of the limited liability companies. He [select one]: ( ) is personally
known to me or ( "..,-has produced his driver's license as identification.
E~.J.f~
. No blic
(print, Type or Stamp Name)
My Commission Expires:
....rt.....~ Etizobe1h So Dennard .
~. ." ~ COMMISSION I 00056226 WIllES
i-; . October' 8. 20115
". ',' lIOHDlIl'MllltllOl'F,....1NSUIIAIlQ, ",e
It.
TPA:356471:3
4