ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE OF DEVELOPMENT AGREEMENT - COURT STREET RESIDENCE INN (2)Goodwin Procter LLP DRAFT 6/12/16
Prepared by and return to:
Attn:
ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE
OF DEVELOPMENT AGREEMENT
(Court Street Residence Inn)
THIS ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE OF DEVELOPMENT
AGREEMENT (this "Assignment ") is dated as ofqGLA -e. 1(p , 2016 ( "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 "Agency "), HEI
CLEARWATER DOWNTOWN LLC, a Delaware limited liability company (the "Assignor "), and 940
COURT STREET CLEARWATER, LLC, a Delaware limited liability company (the "Assignee ").
RECITALS
WHEREAS, the Agency and Clearwater Hospitality Properties, L.L.C., a Delaware limited
liability company ( "Initial Developer ") 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 Official Records Book 15860, Page
565 in the public records of Pinellas County, Florida (the "Agreement "), to develop certain parcels of real
estate located at 940 Court Street, Clearwater, Florida 33756 (the "Property"), as more particularly
described in the Agreement; and
WHEREAS, pursuant to that certain Assignment, Assumption, Consent and Release of
Development Agreement by and among the Agency, Initial Developer and Assignor dated as of August
23, 2012 and recorded on August 24, 2012 in Official Records Book 17694, Page 2384 in the public
records of Pinellas County, Florida, Initial Developer assigned the Agreement to Assignor;
WHEREAS, the Assignor, as the "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:
ACTIVE /85906817.3
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. Agency Estoppel. 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. Assignor 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.
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:
940 Court Street Clearwater, LLC
c/o Scarlett Real Estate Holdings, LLC
1116 Greentree Avenue
Deerfield, IL 60015
Attention: Robert Sadoff
With copies to:
Bass, Berry & Sims PLC
150 3rd Avenue South, Suite 2800
[GM06-9311 -003/186077/1] 2
ACTIVE /85906817.3
Assignment, Assumption, Consent and Release
of Development Agreement
Nashville, TN 37201
Attention: Mike Stewart, Esq.
9. Authorized Representative. Section 204(c), Authorized Representative, 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 Robert Sadoff of Scarlett Real Estate Holdings, 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.]
[GM06-9311 -003/186077/1] 3
Assignment, Assumption, Consent and Release
of Development Agreement
ACTIVE/85906817.3
IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals
affixed effective as of the date written above.
Approved as to form:
Pamela K. Akin,
City Attorney
AGENCY:
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY SF CLEARWATER, FLORIDA
By:
Denise d . n,
Executive Director
Attest:
Seal)
Rosemarie Call
City Clerk
[Signature page to Assignment, Assumption, Consent and Release of Development Agreement]
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Assignment, Assumption, Consent and Release
of Development Agreement
WITNESSES: ASSIGNOR:
Print name:
Print name:
STATE OF
COUNTY OF
HEI CLEARWATER DOWNTOWN LLC,
a Delaware limited liability company
By: (Seal)
Name:
Title:
I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly authorized
to administer oaths and take acknowledgments, by , as of HEI
CLEARWATER DOWNTOWN, 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.
WITNESS my hand and official seal at , said County and State, this day of
, 2016.
[NOTARY SEAL]
Notary Public
Print Name
My Commission Expires:
[Signature page to Assignment, Assumption, Consent and Release of Development Agreement]
[GM06- 9311-003/186077/1] 5
Assignment, Assumption, Consent and Release
of Development Agreement
WITNESSES: ASSIGNEE:
Print name:
Print name:
STATE OF
COUNTY OF
940 COURT STREET CLEARWATER, LLC,
a Delaware limited liability company
By: (Seal)
Name: Andrew Scarlett
Title: President
I HEREBY CERTIFY, that on this day personally appeared before me, an officer duly authorized
to administer oaths and take acknowledgments, by Andrew Scarlett, as President of 940 COURT
STREET CLEARWATER, LLC, 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.
WITNESS my hand and official seal at , said County and State, this day of
, 2016.
Notary Public
Print Name
My Commission Expires:
[NOTARY SEAL]
[Signature page to Assignment, Assumption, Consent and Release of Development Agreement]
[GM06- 9311 -003/ 186077/ 1 ] 6
Assignment, Assumption, Consent and Release
of Development Agreement
I#: 2016201494 BK: 19251 PG: 1189, 07/01/2016 at 04 :29 PM, RECORDING 6 PAGES
$52.50 KEN BURKE, CLERK OF COURT AND COMPTROLLER PINELLAS COUNTY, FL BY
DEPUTY CLERK: CLKPR08
First American Title Ins.Co.
National Commercial Services
666 Third Avenue,P Floor
New York,NY 10017
NCS File No.
Execution Version
Prepared by and return to:
Goodwin Procter LLP -- --
3 Embarcadero Center,24`h Floor
San Francisco. CA 94111
Attn: Benjamin Tschann, Esq.
ASSIGNMENT,ASSUMPTION,CONSENT AND RELEAjSr;
OF DEVELOPMENT AGREEMENT
(Court Street Residence Inn)
THIS ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE\OF-DEVELOPMENT
AGREEMENT (this "Assi ment") is dated as of June Z, 2016,("'Effective Date"), by and among the
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY,OF CLEARWATER, FLORIDA,
a public body corporate and politic of the State of Florida,(the 'A � nc �y,'HEI CLEARWATER
DOWNTOWN LLC, a Delaware limited liability comp$py;(the, `As&ignor'% and 940 COURT
STREET CLEARWATER,LLC,a Delaware limited liability'conjpany Tithe "Assignee").
REC I`T-ALS` ;
WHEREAS, the Agency and Cle"a'ter Hospit4lity'Properties, L.L.C., a Delaware limited
liability company("Initial Developer")entered'i itQ that certain Development Agreement dated as of June
22, 2007, a memorandum of which/4as recorded'uf,the public records as provided in that certain
Memorandum of Development Agre&Yl nt recorded June 27, 2007 in Official Records Book 15860, Page
565 in the public records of PineIWCount ,Floridb(the "Agreement"),to develop certain parcels of real
estate located at 940 Court,9treet;,Clearwater, Florida 33756 (the "Pro a "), as more particularly
described in the AgreemenV'and
WHEREAS,-pursuant to that certain Assignment, Assumption, Consent and Release of
Development Agre6xnent'bi,4nd,atpong the Agency, Initial Developer and Assignor dated as of August
23, 2012 and recorded on Adgusr 24, 2012 in Official Records Book 17694, Page 2384 in the public
records of Pipellas County, Florida, Initial Developer assigned the Agreement to Assignor;
WHERE,�S,the Assignor, as the"Developer"(as such term is used in the Agreement),wishes to
sell,the,PmpeA*,=drriong other assets related to the Project, to the Assignee, and wishes to assign the
Agree merit tb.the Assignee; and
"REAS, pursuant to Section 11.01(a)(1) of the Agreement, the Assignor may assign the
A$reemeot,to any person with the prior written consent of the Agency,and the Agency desires to provide
its congent 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:
ACTIVE/85906817.3
.r `4
PINELLAS COUNTY FL OFF. REC. BK 19251 PG 1190
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 havq-the, -
meanings ascribed to them in the Agreement.
3. Assignment: Assumption. The Assignor hereby unconditionally assigns all-of ifs right,
title, interest and obligations in and to the Agreement to the Assignee, and the Assignee 'hefebX
unconditionally assumes all obligations under the Agreement arising from and after tk Effective\`pafe'
and acknowledges that it shall be bound to perform all of the terms and provisions thereof,from anol fter
Effective Date.
4. Release. The Assignor is hereby unconditionally released by the,Agency'6om the terms,
obligations and provisions of the Agreement, as"Developer'.
5. Consent. The Agency hereby consents, accepts,4nd 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 Recordsan and far Pjnejlas'County,Florida.
6. Agency Estoppel. The Agency represents\q d mart ands that (i)the Agreement is in
full force and effect and has not been modified, ain6ded',oF'assigned other than pursuant to this
Assignment, (ii)to the Agency's knowledge, neit (T the Agency\nor Assignor is in default under any
of the terms, covenants or provisions of the Agreement andj Agency knows of no event which,but
for the passage of time or the giving of not16 or both,would constitute an event of default by the
Agency or Assignor under the Agreemerit,.andj jji) alj,gbligations of Assignor under the Agreement
to be performed prior to the Effective bate ve beep performed in full.
7. Assignor Estop�ell'Thit Assignor represents and warrants that(i)the Agreement is in full
force and effect and has not b6pn m6dified, amended or assigned other than pursuant to this Assignment,
(ii) to the Assignor's know edge„npither't�e 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 v_f-no ice,or,both, would constitute an event of default by the Agency or Assignor
under the Agreement,and(ui)all obligations of the Agency under the Agreement to be performed prior to
the Effective Datr Have been performed in full.
8. I. offices._paragraph 11.03, Notices, of the Agreement is amended to provide that notices
to the Peveloper'shalj now be sent to:
To the Developer:
940 Court Street Clearwater,LLC
- 4117 Hillsboro Pike, Suite 10255
Nashville,TN 37215
Attention: Robert Sadoff
With copies to:
Bass, Berry&Sims PLC
1503 d Avenue South, Suite 2800
Nashville,TN 37201
[GM06-9311-003/186077/1] 2
Assignment,Assumption,Consent and Release
of Development Agreement
ACTIVE/85906817.3
PINELLAS COUNTY FL OFF. REC. BK 19251 PG 1191
Attention: Michael A. Stewart,Esq.
9. Authorized Representative. Section 204(c),Authorized Representative,of the Agreemett-_---',
is hereby amended and restated in its entirety to read as follows: -- ---
"(c) The Developer does hereby notify the Agency that its Authorized Representativd,,
for the Project is Robert Sadoff of Scarlett Real Estate Holdings,LLC." `
IN IN
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 numb�f of counterparts-and by
the different parties on separate counterparts. Each such counterpart shall be teemed to,he an original,
but all such counterparts shall together constitute one and the same agreement %
[Signatures appear on the following page.]
[GM06-9311-003/186077/1] 3
Assignment,Assumption,Consent and Release
of Development Agreement
ACTIVE/85906817.3
PINELLAS COUNTY FL OFF. REC. BK 19251 PG 1192
„
IN WITNESS WHEREOF, the parties hereto have set their hands and their respective seals-
affixed effective as of the date written above. -
AGENCY:
COMMUNITY REDEVELOPMENT AGENCX OF ,\
THE CITY F C EARWATER,FLORIDA
i
By: (Sea!) ---
Denise n,
Executive Director '
�t�qur i urrrpp�
Approved as to form: Attest:
G �°j-�,C..IV{���f,.;�,t� �c�V�'•'' �QpRATc• :O�
Pamela K.Akin,JwEs q Rosenlahe Call,
City Attorney itX C1erlt ?��:. 5�ry rn
[Signature page to Assignment,.Agsrimptiori,'Consent and Release of Development Agreement]
[GM06-9311-003186077/1] 4
Assignment,Assumption,Consent and Release
of Development Agreement
PINELLAS COUNTY FL OFF. REC. BK 19251 PG 1193
WITNESSES: ASSIGNOR:
IV `� HEI CLEARWATER DOWNTOWN LLC,
a Delaware limited liability company
P in name:
By:
Name: Clark W. Hanrattie
Print name: I Title: Vice President
STATE OF CONNECTICUT
COUNTY OF FAIRFIELD _
I HEREBY CERTIFY,that on this day personally appeared\6e fore me,an officer duly authorized
to administer oaths and take acknowledgments, by Clark W. Hahrktie, as, Vice President of HEI
CLEARWATER DOWNTOWN, a Delaware limited liability;company,to ins known to be the individual
described in, or who produced as identification, and who ektecUt'd;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._
WITNESS my hand and official seal at?`orwalk„said County and State, this L_v day of June,
2016.
_-,Notary Publi
-• �• Print Name 6)dftof
My Commiss' L—a—a
Cqueline Pickreli
j�OTARY SEAL] Notary Public-Connecticut
My commission Expires
> March 31, 201 8
[Signature page 16Ass404 ent,Assumption, Consent and Release of Development Agreement]
[GM06-9311-003/186077/1] 5
Assignment,Assumption,Consent and Release
of Development Agreement
PINELLAS COUNTY FL OFF. REC. BK 19251 PG 1194
„
WITNESSES: ASSIGNEE:
940 COURT STREET CLEARWATER,LLC, ;
Gl��VV. a Delaware limited liability company
Print name: "--
By: (Seal)
N dr Scarlett
Print name: Li Titl : esident
STATE OF
COUNTY OF
I HEREBY CERTIFY,that on this day personally appeared b6*me,sue?bfficer duly authorized
to administer oaths and take acknowledgments, by Andrew'Ssarlett;as,Isr6sident of 940 COURT
STREET CLEARWATER,LLC, a Delaware limited liability compa�to We 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,axectited the same for the purposes therein
expressed on behalf of the limited liability company: %
WITNESS my hand and official seal art% said County and State, this day of
2016.
Notary Publi /Print Name
P REYry{ My Commission Expires:
m STATE vN'> >
Of
TENNESSEE
[ -
�to Assign;sek,Assumption, Consent and Release of Development Agreement]
[GM06-9311-003/186077/1] 6
Assignment,Assumption,Consent and Release
of Development Agreement