ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE OF DEVELOPMENT AGREEMENT - COURT STREET RESIDENCE INNC� �'� J
52.5
Prepared by and return to:
Clearwater City Attorney's Office
P.O. Box 4748
Clearwater, FL 33758
Attn: Pamela K. Akin
Reco ded Electroni�lly
Cou�riy • !la s
D � TimA y'D�
Sim lifi e.com 800.460.5667
ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE
OF DEVELOPMENT AGREEMENT
(Court Street Residence Inn)
THIS ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE OF DEVELOPMENT
AGREEMENT (this "Assig,nment") is dated as of August z3, 2012 ("Effective Date"), by and among
the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER,
FLORIDA, a public body corporate and politic of the State of Florida (the "A�encX"), CLEARWATER
I�OSPITALITY PROPERTIES, L.L.C., a Delaware limited liability company (the "Assig�,nor"), and
HEI CLEARWATER DOWNTOWN LLC, a Delaware limited liability company (the "Assi n�ee").
RECITALS
WHEREAS, the Agency and the Assignor entered into that certain Development Agreement
dated as of June 22, 2007, a memorandum of which was recorded in the public records as provided in that
certain Memorandum of Development Agreement recorded June 27, 2007 in Offcial Records Book
15860, Page 565 in the public records of Pinellas County, Florida (the "A�reement"), to develop certain
parcels of real estate located at 940 Court Street, Clearwater, Florida 33756 (the "Pro e"), as more
particularly described in the Agreement; and
WHEREAS, the Assignor, as the initial "Developer" (as such term is used in the Agreement),
wishes to sell the Property, among other assets related to the Project, to the Assignee, and wishes to
assign the Agreement to the Assignee; and
WHEREAS, pursuant to Section 11.01(a)(1) of the Agreement, the Assignor may assign the
Agreement to any person with the prior written consent of the Agency, and the Agency desires to provide
its consent to such assignment of the Agreement as provided herein; and
WHEREAS, pursuant to Section 11.01(a)(2) of the Agreement, the Assignor shall be released by
the Agency from all obligations under the Agreement arising from and after the Effective Date upon the
assignment by the Assignor of the Agreement and the assumption of the obligations arising under the
Agreement from and after the Effective Agreement by the Assignee.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable considerations, the
receipt of which is hereby acknowledged, as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated herein by
reference.
2. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
3. Assignment; Assumption. The Assignor hereby unconditionally assigns all of its right,
title, interest and obligations in and to the Agreement to the Assignee, and the Assignee hereby
unconditionally assumes all obligations under the Agreement arising from and after the Effective Date
and acknowledges that it shall be bound to perform all of the terms and provisions thereof from and after
Effective Date.
4. Release. The Assignor is hereby unconditionally released by the Agency from the terms,
obligations and provisions of the Agreement, as "Developer'.
5. Consent. The Agency hereby consents, accepts and approves the assignment of the
Agreement to the Assignee as provided in this Assignment, and the Assignee hereby directs the Agency
to record the fully executed Assignment in the Public Records in and for Pinellas County, Florida.
6. A�enc,�p�el. The Agency represents and warrants that (i) the Agreement is in full
force and effect and has not been modified, amended or assigned other than pursuant to this Assignment,
(ii) to the Agency's knowledge, neither the Agency nor Assignor is in default under any of the terms,
covenants or provisions of the Agreement and the Agency knows of no event which, but for the passage
of time or the giving of notice or both, would constitute an event of default by the Agency or Assignor
under the Agreement, and (iii) all obligations of Assignor under the Agreement to be performed prior to
the Effective Date have been performed in full.
7. Assi�,nor Estoppel. The Assignor represents and warrants that (i) the Agreement is in full
force and effect and has not been modified, amended or assigned other than pursuant to this Assignment,
(ii) to the Assignor's knowledge, neither the Agency nor Assignor is in default under any of the terms,
covenants or provisions of the Agreement and the Assignor knows of no event which, but for the passage
of time or the giving of notice or both, would constitute an event of default by the Agency or Assignor
under the Agreement, and (iii) all obligations of the Agency under the Agreement to be performed prior to
the Effective Date have been performed in full, urovided, however, the Agency will continue to have an
obligation after the Effective Date to refund certain ad valorem taxes to the Developer pursuant to Article
6 of the Ageement.
8. Notices. Paragraph 11.03, Notices, of the Agreement is amended to provide that notices
to the Developer shall now be sent to:
To the Developer:
HEI Clearwater powntown LLC
c/o HEI Hospitality, LLC
1 O 1 Merritt 7 Corporate Park, 1 st Floor
Norwalk, CT 06851
Attention: Clark Hanrattie
Facsimile: (203) 849-5918
Telephone: (203) 849-2207
With copies to:
Goodwin Procter LLP
Three Embarcadero Center, 24�' Floor
San Francisco, CA 94549
Attention: Benjamin C. Tschann, Esq.
Facsimile: (415) 677-9041
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Assignment, Assumption, Consent and Release
of Development Agreement
Telephone: (415) 733-6051
9. Authorized Re�resentative. Section 2.04(c), Authorized Re�resentative, of the
Agreement is hereby amended and restated in its entirety to read as follows:
"(c) The Developer does hereby notify the Agency that its Authorized Representative
for the Project is Clark Hanrattie of HEI Clearwater powntown LLC."
10. Ratification. Except as herein expressly amended, the Assignee and the Agency hereby
ratify and approve the Agreement in all respects.
11. Counterparts. This Assignment may be executed in any number of counterparts and by
the different parties on separate counterparts. Each such counterpart shall be deemed to be an original,
but all such counterparts shall together constitute one and the same agreement
�Signatures appear on the following page.J
Assignment, Assumption, Consent and Release
of Development Agreement
IN WIT'NESS WHEREOF, the parties hereto have set their hands and their respective seals
affixed effective as of the date written above.
Approved as to form:
, F,
Pamela K. Akin, E .
City Attorney
AGENCY:
COMMUNITY RE VELOPMENT AGENCY OF
T OF CL A WATER, FLORIDA
By:
Rod Irwin
Executive Director
Attest:
,��.h�a�c �.
Rosemarie Call
City Clerk
tA�� �
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[Signature page to Assignment, Assumption, Consent and Release of Development AgreementJ
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Assignment, Assumption, Consent and Release
of Development Agreement
WITNESSES: ASSIGNOR:
CLEARWATER HOSPTTALITY PROPERTIES,
L.L.C., a Delaware limited liability company
mt na e: ( — `I
By: Clearwater Properties Intermediary, L.L.C.,
its sole member
By: Southeast Hospitality Properties, L.L.C.,
its sole member
c �.� �
Print name: !1 �. i,�Q.,�{" By: Clarkson Platform Venture I, LLC,
its administrative member
By: The Clarkson Company,
its manager
By: Seal)
Ro rt W. Clarkson
Pr ident
STATE OF FLORIDA
COUNTY OF DUVAL
I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly authorized
to administer oaths and take acknowledgments, by Robert W. Clarkson, as President of The Clarkson
Company, as manager of Clarkson Platform Venture I, LLC, as administrative member of Southeast
Hospitality Properties, L.L.C., as sole member of Clearwater Properties Intermediary, L.L.C., as sole
member of Clearwater Hospitality Properties, L.L.C., a Delaware limited liability company, to me known
to be the individual described in, or who produced as identification, and who executed the foregoing
instrument as said members, and they acknowledged before me that they executed the same for the
purposes therein expressed on behalf of the limited liability company.
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WITNESS my hand and official seal at Jacksonville, said County and State, this� day of
August, 2012.
[NOTARY SEAL]
Notary Public
Print Name �
LYNETTE P. MATTISON
Commission # EE 157623
Expires April 17, 2016
BorMed TMu Tmy fm M�wwe 800�3857019
[Signature page to Assignment, Assumption, Consent and Release of Development AgreementJ
Assignment, Assumption, Consent and Release
of Development Agreement
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STATE OF Y�`(����-�
COUNTY OF u� �Y �Q
ASSIGNEE:
HEI CLEARWATER DOWNTOWN LLC,
a Delaware limited liability company
By: (Seal)
Name: �nY utledge
Titie: res� ent
I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly autharized
to administer oaths and take acknowledgments, by , as \%���j����,of HEI
CLEARWATER DOWNTOWN LLC, a Delaware limited li ility c pany, to me known to be the
individual described in, or who produced as identification, and who executed the foregoing instrument as
said members, and they acknowledged before me that they executed the same for the purposes tlierein
expressed on behalf o� the limited liability company.
WITNESS my hand and official seal at , said County and State, this 2� day of
A.�gust, 2012.
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[Signature page to Assignment, Assumption, Consent and Release of Development AgreementJ
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Assignment, Assumption, Consent and Release
of Development Agreement