ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENTThis instrument prepared by
(and return to after recording):
David R. Brittain
Trenam Kemker
Bank of America Plaza
27`h Floor
101 E. Kennedy Boulevard
Tampa, FL 33602
ASSIGNMENT AND ASSUMPTION OF
DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (the
re k , 2010, but effective for
gL-
"Agreement") is made and entered into this Wh day of
all. purposes as of October 16, 2009 (the "Effective Date'), by and between OPUS SOUTH
DEVELOPMENT, L.L.C., a Delaware limited liability company ("Assignor") and WATER'S
EDGE CLEARWATER, LLC, a Delaware limited liability company ("Assignee").
W 1TNESSETH
WHEREAS, Assignor is the Developer of a certain project known as "Waters Edge" (the
"Project'j, located in Pinellas County, Florida as defined in that certain Development
Agreement, by and between Assignor and Community Redevelopment Agency of The City Of
Clearwater, Florida, a public body corporate and politic of the State of Florida, dated December
19, 2006, as evidenced by that certain "Memorandum of Development Agreement," dated
December 22, 2006, and recorded December 29, 2006 in Official Records Book 15657, Page
1062 (collectively, the "Development Agreement"); and
WHEREAS, on October 16, 2009, Waters Edge One, L.L.C., a Delaware limited liability
company ("Prior Owner") conveyed all of its right, title and interest in the Project, including all
remaining unsold condominium units in the Project, to Assignee by that certain Special Warranty
Deed (the "Deed") recorded in Official Records Book 16729, Page 2018 of the Public Records
of Pinellas County, Florida; and
WHEREAS, simultaneously with the conveyance of the Project to Assignee, Prior
Owner, with joinder by Assignor, executed that certain Assignment of Licenses, Permits,
Warranties and Intangibles (the "Prior Assignment"), dated October 16, 2009, in favor of
Assignee, which Prior Assignment provided, among other things, for the future assignment of
Assignor's rights under the Development Agreement to Assignee, upon Assignee's request, as
more particularly set forth in Section 4 of the Assignment; and
WHEREAS, in accordance with Section 4 of the Prior Assignment, Assignee now
requires the Assignment of Assignor's rights under the Development Agreement to Assignee;
NOW THEREFORE, for and in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, each acknowledge, state and agree as follows:
1. The foregoing recitals are true and correct and hereby made a part of this
Assignment.
2. Pursuant to Section 11.01 of the Development Agreement, Assignor assigns to
Assignee, and Assignee agrees to accept and assume, all of the rights, obligations and
responsibilities of Assignor as set forth in the Development Agreement.
3. Assignor warrants and represents to Assignee, for itself and its successors and
assigns, as follows: (a) Assignor is currently the "Developer" under the Development
Agreement; (b) Assignor has good right, power and authority to assign and convey the foregoing
rights, as the Developer under the Development Agreement, to Assignee; and (c) the execution
and delivery of this Agreement has been duly authorized by all necessary action on the part of
Assignor and is executed on behalf of Assignor by a member who is duly authorized to execute
and deliver the same and to bind Assignor.
4. Assignee acknowledges and agrees that Assignee shall perform the obligations of
Assignor under the Development Agreement and that Assignee shall not look to Assignor for
performance of same. Assignee acknowledges receipt of a recorded copy of the Completion
Certificate executed by the Community Redevelopment Agency of the City of Clearwater,
Florida.
5. Although executed and delivered by Assignor and Assignee, the effectiveness of
this Agreement shall be subject to the condition that the Community Redevelopment Agency of
the City Of Clearwater, Florida, a public body corporate and politic of the State of Florida
("City"), shall have executed and delivered to Assignee the "Consent and Release" attached to
and made a part of this Agreement. Assignee agrees to deliver a copy of this Agreement to
Assignor with the executed Consent and Release attached, promptly upon receipt of such
document from the City. Upon full execution as aforesaid, this Agreement shall be binding upon
and inure to the benefit of Assignor and Assignee and their respective successors and assigns,
Except to the extent expressly performed and satisfied by the execution and delivery of this
Assignment, all covenants and agreements of Assignor and Assignee under the Prior Assignment
remain in full force and effect, without modification.
6. The parties agree that this Assignment may be recorded in the Official Records of
Pinellas County, Florida to evidence the assignment of Assignor's rights to Assignee and other
terms of this Assignment as a matter of public record.
[Remainder of the page is intentionally left` blank; signatures begin on the next page]
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly
executed to be effective for all purposes as of the day and year first above written,
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
OPUS SOUTH DEVELOPMENT, L.L.C.,
a Delaware limited liability company
V
Print Name:
--? ?- , ,
Prigs ame: e h rf ?i
STATE OF & ,Lq.4
COUNTY OF 1"4?nn
'Prt e: 1vn r !
Its:
Date Executed:
"ASSIGNOR'
THE FOREGOING INSTRUMENT was acknowledged before me this _" day of
?7?J <,L.A)?_ _ , 2010, byes as 6" rr of OPUS
SOUTH DEVELOPMENT, L.L.C., a Delaware limited liability compare on behalf of said
limited liability company. He/She is [check applicable] 5( personally known to me, or
has produced a valid driver's license as identification.
Signature: `"GAG `r
Print Name:
(AFFIX SEAL) Notary Public - State of F%T-ida , n n?sv
Commission Number and Expiry:
KAREN F FITCH
NOTARY PUBLIC
MINNESOTA
6MyCommMWnE0mziJm.31.2016
SIONED, SEALED AND DE.I.AVERED -
1N THE PR MENCE OP: VVATEIVS ]E;D(.rZ CI,EARIWATI, R, LLC,
a Delaware limited liability company
Print Van a ,?s Print Name: tk r,t - - - --
Its:
.s
?r?n Mane; ?;
Date Executed: „a_J t6 tt n
"ASSIGNEE"
STATE OF
COUNTY OF
711E FOREGOING IMTRUMENT was ucknowledged before ire this 6 <11, 'If
2010, by Aal-H,w, G. MaC&O as lV`z ve ?. of
WATER'S EDGE CLEARWATER, U-C, a 15elawprc limited liability company, on behalf of
said limited liability company, He/She is rcheck applicable) personally kmmi to me, or
has produced a valid driver's license as identification.
(AFFFX SEAL)
s?
Exult ar??
? ?I?tstih rsws?
Signature: ?_-
Print N, ame:
Notary Public - State of FIB da
Coraniihsion Number and Expiry.
CONSENT AND RELEASE
The undersigned, COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida
created pursuant to Part III, of Chapter 163, Florida Statutes, being an original party to the
Development Agreement, hereby (1) consents to the foregoing Assignment pursuant to Section
11.01 of the Development Agreement, (2) releases Opus South Development, L.L.C., a Delaware
limited liability company, Assignor above, of and from its obligations under the Development
Agreement, and (3) accepts and attorns to Water's Edge Clearwater, LLC, a Delaware limited
liability company, Assignee above, as the owner and holder of the rights of the "Developer"
under the Development Agreement.
IN WITNESS WHEREOF the undersigned has executed this Consent and Release as of
this day of , 2010.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER,
FLORIDA
Print Name:
Print Name:
By: See Attached Signature Page
Print Name:
Title: Chairperson
Attest:
By:
Print Name:
Title: City Clerk
STATE OF
COUNTY OF
THE FOREGOING INSTRUMENT was acknowledged before me this day of
_ , 2010, by , as Chairperson of COMMUNITY
REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public
body corporate and politic of the State of Florida, on behalf of the agency. He/She is [check
applicable] personally known to me, or has produced a valid driver's license as
identification.
(AFFIX SEAL)
Signature:
Print Name:
Notary Public - State of Florida
Commission Number and Expiry:
STATE OF
COUNTY OF
THE FOREGOING INSTRUMENT was acknowledged before me this _ day of
_ 2010, by , as City Clerk of THE CITY OF
CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida, on
behalf of the city. He/She is [check applicable] personally known to me, or has
produced a valid driver's license as identification.
(AFFIX SEAL)
Signature:
Print Name:
Notary Public - State of Florida
Commission Number and Expiry:
Assignment and Assumption of Development Agreement-4128031v4
6
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER, FLORIDA
Approved as to form:
1"-
Pamela K. Akin
City Attorney
-:::" - W-29?
By: )-X4
k V. Hibbard
Chairperson
Attest:
is E. GoudeaLi
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