ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (2)This instrurnent prepared by
(and return to after recording):
David R. Brittain
Trenam Kemker
Bank of America Flaza
27th Flaor
101 B. Kennedy Boulevard
Tampa, FL 33602
ASSIGNMENT AND AS5UMPTION OF
DEVELOPMENT AGREEMENT
THiS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (the
"Agreement") is made and entered into this aa� day of July, 2010 (the "Effective Date") by
and between WATER'S EDGE CLEARWATER, LLC, a Delaware limited liability catnpany
("Assignar") and WATER'S EDGE REAL ESTATE ACQUISITION, L.P., a Delaware
lirnited partnership ("Assignee").
WITNESSETH
WHEREAS, OPUS SOUTH DEVELOPMENT, L.L.C., a Delaware limited liability
company (the "Developer") was the Developer of a certain project known as "Waters Edge" (the
"Projeet"), located in Pinellas County, Florida as defined in that certain Developrnent
Agreement, by and between Developer and Cammunity Redevelopment Agency of The City Of
Clearwater, Florida, a public body corporate and politic of the State of Florida, dated Decernber
19, 2006, as evidenced by that certain "Memorandum of Development Agreernent," dated
December 22, 2006, and recorded December 29, 2006 in Official Records Baak 15557, Page
1062 of the Public Records of Pinellas County, Florida (the "Records") (collectively, the
"Development Agreement"); and
WHEREAS, an October 16, 20p9, Waters Edge One, L.L.C., a Delaware limited liability
company ("Prior Owner") conveyed all of its right, title and interest in the Praject, including all
remaining unsold condominium units in the Froject, to Assignee by that certain Special Warranty
Deed (the "Deed") recorded in Official Records Book 16729, Page 2018 of the Records; and
WHEREAS, Prior Owner assigned its rights under the Development Agreement to
Assignor, by Assignment and Assurnption of Development Agreement recorded March 29, 2010
in Official Recards Book 16$69, Page 1459 of the Records; and
WHEREAS, in connection with that certain Contract of Purchase and Sale, bearing an
effective date of March 12, 2010 between Assignor and Assignee, Assignor is conveying rights
under the Developrnent Agreement to Assignee;
NOW THEREFORE, for and in consideration of the foregoing premises and other good
and valuable consideration, the receipt and suf�ciency of which is hereby acknawledged, 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 Sectian 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 Developer as set forth in the Develapment Agreement.
3. Assignor warrants and represents to Assignee, for itself and its successors and
assigns, as follows: (a) Assignor is currently the assignee of the "Developer" under the
Development Agreement; (b) Assignor has good right, power and autharity to assign and convey
the foregoing rights, 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 oi
Assignor under the Development Agreetnent and that Assignee shall not look to Assignor for
perfoarmance af same. Assignee acknowledges receipt of a recorded copy af 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 oi Florida
("City"), shall have executed and delivered ta 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 upan receipt of such
document from the City. Upon full execution as aforesaid, this Agreement shall be binding upon
and inure to the benefit af Assignor and Assignee and their respective successors and assigns.
Except to the extent expressly perforrned and satisfied by the execution and delivery of this
Assignment, all covenants and agreements af 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, Flarida to evidence the assignment of Assignor's rights to Assignee and other
tertns of this Assignment as a matter of public recard.
1N 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:
WITNESSES:
(Signature)
Print Nam : �;
(Signature)
Print Name: � .�--�
STATE OF ��o,.; �
COUNTY OF
"ASSIGNOR"
WATER'S EDGE CLEARWATER, LLC,
a Delaware limited liability company
By: Redus Properties, Inc., a Delaware
Corporation, its managi ember
By:
Print N e: Anthony C. Martin
Title: ice-Aresident
(CORPORATE SEAL)
The foregoing instrument was acknowledged before me this �day of ��.-�,
2010, by Anthony C. Martin as Vice-President of Redus Properties, Inc., a Delaware
corporation, the managing member of WATER'S EDGE CLEARWATER, LLC, a Delaware
limited liability company, on behalf of the corporation and company, respectively. He/She either
❑ is personally known to me or ❑ has produced a valid dri er's license as identif cation.
My commission Expires:
( gnature)
(Affix Notary Seal)
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Print Name: s�o� �i�5 �.
[Remainder of the page is intentionally left blank; signatures continue on the next page.J
t�%X IV
SCOTTFERGERSON
r° ' `ti�n NIN COMMISSION �DD968471
�� EXPIRES: MAR 07, 2014
Bonded throuph 1 st State Insurance
Witness
Witnesses as to 15' signatory for Water's Edge Real
Estate Associate, L.P.
Witnesses as to 2"d signatory for Water's Edge Real
Estate Associate, L.P.
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Witnesses as to signatory for Water's Edge CAM GP,
LLC
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[Print Witness Name Aboi�eJ
[1Vitness Signature AboveJ
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"ASSIGNEE"
WATER'S EDGE REAL ESTATE ACQUISITIUN,
L.P., a De(aware limited partnership
By: Water's Edge GP, LLC, a Delaware limited
liability company, General Partner
By: Water's Edge Real Estate Associates,
L.P., a Delaware limited partnership,
Member
By: �'
Name:�
Title:�{�i�� 1�r��g B��
B :
Name: �t°y �{leYa��
Title: QIA�� presid���
By: Water's Edge CAM GP, LLC, a
Delaware limited liability company,
Member
By:_
Name:
Director
Witness
Witnesses as fo 191 signatorp �<x ��"ater�s P:cigc Real
l�statc Associatc. L.P.
[61'itness Sigi7aiure ,46ove/
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�Vitncsses as to 2"� signatory I�x Watcr�s [:dgc Rcal
Estatc Associatc, L.P.
�f('it�tess Signature AGove/
[Print GG'rtness Narne fiboreJ
�!T'ilness Signature Above/
/Prinl WilnessNa�ne:lbore/
Witnesses as to signaton for W'ater's �dgc CAM GP,
LLC
(1 G'iti��ess Sr � lur� ; ibove J
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�ff-'i�i��ess Signattu•e Above/
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�Prin� Gi%ilness ;b'an�e ��16ore/
"ASSIGNEE"
WATER'S EDGE RFAL ESTATE ACQUISITtON,
L.P., a Dela�vare limited partnership
By: �4'ater's Edge GP. LLC, a Delaware limited
liability company, General Partner
:
C3 V
Water`s Edae Real Estate Associates,
L.P., a Dela��are limited partnership,
Member
Bv:
Name:
Title:
Bv:
Name:
Title:
Water's Edge CAM GP, LLC, a
Dela�vare limited (iabiliTy company�,
Member
By: d �v�'L-t—s --L -G�-''✓
Name: G�i�G /i � � °
Di rector
STATE OF ai )
COUNTY OF SS:
I HEREBY CERTiFY that on this day, before me, an officer duly authorized in the State
and County afo s id to take acknowledgment the fo •eg 'ng instrument was acknowledged
before me by D , t� ,4 Water's Edge Real Estate
Associates, L.P., a Delaware limited partnership, as a ember of Water's Edge GP, LLC, a
Delaware limited liability company, a General Partner of WATER'S EDGE REAL ESTATE
ACQUISITION, L.P., a Delaware limited partnership, on behalf of the company and
partnerships, respectively, freely and voluntarily under authority duly vested in him/her by said
company and partnerships. He/She is either personally known to me or has produced a valid
driver's license as identification.
W TNESS my hand and official seal in the County and State last aforesaid this ��
day of 1 .
CONSUfilO ELISA SANTIAGO
Commisston # 1786971 ���� ��5� SCt,.K,%1' a.� �
�# � "m Notary Publlc - Catlfornia � ��
'' los Angeles County Notary Public r�t
corrxn. esJar►s,2ot2 C,.CN+�tt�lo G`isa S(,y�,};q,�p
Typed, printed or stamped name of Notary
My Commission Expires: ���,� F'j �ZDI2
STATE OF )
COUNTY OF SS:
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County afor said o take acknowledgments, t e fo • goi g'nstrument was acknowledged
before me by , as the of Water's Edge Real Estate
Associates, L.P., elaware limited partnership, a Membe�• of Water's Edge GP, LLC, a
Delaware limited iability company, a General Partner of WATER'S EDGE REAL ESTATE
ACQUISITION, L.P., a Delaware limited partnership, on behalf of the company and
partnerships, respectively, freely and voluntarily under authority duly vested in him/her by said
company and partnerships. He/She is either personally known to me or has produced a valid
driver's license as identification.
W TNESS my hand and official seal in the County and State last aforesaid this ��
day of , 2010.
�� ��
�
My Commission Expires: J�Q,r,,,� �� 2D(2.
�CONSUELO EIISA SANTIAGO
Commission # 1786971
� . °m , Notary Public - Calitomla �
Los Angeies County
�� M Comm. E� Ues Jan 5, 2012
Nota�ublil_'c � _ �� �'�,,
�S`,��.�� l�„7
Typed, printed or stamped name ofNotary
CONSENT AND RELEASE
The undersigned, CONIlVIUIVITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, FLORIDA, a public body corparate and palitic of the State af Florida
cxeated pursuant to Part III, of Chapter 163, Florida Statutes, being an original party to the
Development Agreennent, hereby (1) cnnsents to the foregoing Assignment pursuant to Section
11.01 of the Development Agreement, (2) releases WATER'S EDGE CLEARWATER, LLC, 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 REAL ESTATE
ACQUISITION, L.P., a Delaware limited partnership, Assignee above, as the owner and holder
of the rights of the "Developer" under the Development Agreement.
IN W�TNESS WHEREOF the undersigned has executed this Consent and Release as of
this '��day of �•2010.
SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:
STATE OF FLORIDA
COUNTY OF
COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CLEARWATER, FLORIDA
By: .�.�.� � ,
Ptint Na�ne: Fcank V. Hibbard
Title: Chairperson
Attest:
By
�1 Pri
Tit
The foregoing instrurnent was acknowledged befvre me this �� day of
, 2Q/o, by Frank V. Hibbard, as Chairperson of COMMUNITY
EVE PMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public
body corporate and politic of the State of Florida, on behalf of such party. He either ❑ is
personally known to me or ❑ has produced a valid driver's license as identi�cation.
My commission Expires:
(Affix Notary Seal)
:�dri:�'�� DIANE E MANNI
=": •*e MY C�MMIS51�f�1 � DQ952018
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�XPIRES March 06, 2014
(40i� 8-0153 FbrW�NViary3ervfce.com
, �.
(Signature) ,
Print N f � /
STATE OF FLORIDA
COLINTY OF �i rt� �S_.. �` 1 � n
`� �rG �.�/
The foregoing instrume was acknowledged before me this c�- day of
- , Zp �O }�y , et�de�x; as City Clerk of COMMUNITY
REDEVEL PMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public
body corporate and politic of the State of Florida, on behalf of such party. She eith�r �
personally knawn ta me or ❑ has produced a valid driver's license as identi�cation.
My commission Expires: I a"��'°�3
(Aff"tx Natary Seal)
4�t�" ^iyy�„ KARE7V 8. VAUmiAPI
_. :+= MY COMMISSION p DD 918710
'� a�= tXPIRES: Decert�,�er 20, 2p13
�'�,p;: ���� Banded Thru Nofary P�ic UrMe�wKlEa�s
(5ignature)
Frint Name: �°���� ��