CLEARWATER CENTRE DEVELOPMENT - ASSIGNMENT OF DEVELOPMENT AGREEMENT
'.
ASSIGNMENT OF DEVELOPMENT AGREEMENT
rCLEARWA TER CENTRE DEVELOPMENTl
WHEREAS, on January 24,2007, the COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF CLEARWATER, FLORIDA, a public body
corporate and politic of the State of Florida, [the "Agency"], entered into a
Development Agreement [the "Agreement"] to develop certain parcels of real
estate located at the northeast corner of the intersection of Cleveland Street and
MLK, Jr. Avenue, Clearwater, Florida, known as "Clearwater Centre" in the
community redevelopment area of the City; and
WHEREAS, the initial Developer, CLEARWATER CENTRE, LLC, a
Florida limited liability company, wishes to create a new development entity,
wherein it will be a fifty (50%) percent owner, with a new development partner,
and incident thereto wishes to assign the Development Agreement to this new
entity to be created; and
WHEREAS, consistent with the authority set forth in Article 11.01,
Assiqnments, Developer, subject to Agency approval, has the right to assign all
of its right, title, interest and obligations in and to the Project; and
WHEREAS, the new entity, assignee is CLEARWATER ESPACIO
DEVELOPMENT, LLC, a Florida limited liability company, [the "Assignee
Developer"], wherein the Developer will own a fifty (50%) percent membership
interest, and ESPACIO USA, INC., a Delaware corporation, qualified to
transact business in the State of Florida, or an affiliate thereof, will likewise
own a fifty (50%) percent membership interest; it is
NOW, THEREFORE, for Ten ($10.00) Dollars and other good and
valuable considerations, the receipt of which is hereby acknowledged, as follows:
1. Rf:citals. The recitals set forth above are true and correct and are
incorporated herein by reference.
2. Assiqnment. Developer hereby assigns all of its right, title, interest
and obligations in and to the Project to the newly formed CLEARWATER
ESPACIO DEVELOPMENT, LLC, a Florida limited liability company, and the
said Assignee Developer by joinder herein does assume all obligations under the
said agreement and acknowledges that it shall be bound to perform all of the
terms and provisions thereof.
3. Release. It is understood that CLEARWATER CENTRE, LLC, a
Florida limited liability company, the original Developer, is released from the
terms and provisions of the Development Agreement, as Developer, as the new
entity, CLEARWATER ESPACIO DEVELOPMENT, LLC, a Florida limited
~Sfl~~f;i
-t~::!mZ
'< ......r-lD
i mNs;c
,,(")C'A::tl
)> lD C v, "
::tl,,""'(")m
m" ::go'
8i!~~
::tl;j;!cn-t::tl
c c'<"
Z'1l:::!'TJ
G)G)cr-o
....eO'TJ
_~~a!(")
cntceO
~"",""'....c
C'Al ::tl
c~; -t
CIIUl
w..
C
"'"
)>
~
liability company, the Assignee Developer, shall henceforth be the Developer
under the said Development Agreement. It is further understood that
SEBASTIAN DORNER and ELIZABETH DORNER, are not released by this
Assignment from their obligations to provide security for the development as
provided by the original Development Agreement, and their obligations remain
unchanged.
4. Consent. By joinder herein the Agency accepts and approves the
assignment to the Assignee Developer herein; provided, nevertheless, that this
said Assignment shall be effective only when recorded by the Agency in the
Public Records in and for Pinellas County, Florida. The Agency shall only record
this said Assignment upon written direction from the Assignee Developer, in
writing, executed by the two identified Managing Members. If such approval is
not received within sixty (60) days from the date of approval hereof, then this
Assignment shall be of no further force and effect. To the extent such written
direction is received, and this Assignment is recorded in the Public Records as
aforesaid, the same shall constitute a release of the Developer identified in the
said Agreement and said Developer shall have no further rights or obligations as
Developer except as an equal Managing Member in the new Assignee
Development.
5. Notices. Paragraph 11.03, Notices, of the Agreement is amended
to provide that notices to the Assignee Developer shall now be sent to:
To the Developer: Clearwater Espacio Development, LLC
c/o Clearwater Centre, LLC
1100 Cleveland Street
Suite 101
Clearwater, FL 33755
FAX #: (727) 588-9404
With copies to: Harry S. Cline, Esq.
Macfarlane Ferguson & McMullen
Post Office Box 1669
Clearwater, FL 33757-1669
FAX #: (727) 442-8470
To Javier Escamilla
c/o The Tower Group, Inc.
405 SW 148th Avenue, Suite 1
Davie, FL 33325
FAX #: (954) 474-3111
2
With copies to:
Luis Perez, Esq.
Hogan & Hartson, LLP
Mellon Financial Center
1111 Brickell Avenue
Suite 1900
Miami, FL 33131
FAX #: (305) 459-6550
6. Except as herein expressly amended, the said Agreement is ratified
and approved in all respects.
IN WITNESS WHEREOF, the parties hereto have set their hands and
their respective seals affixed effective as of this ~ --t day of -11-'- (..v---
2007.
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER, FLORIDA
~ ~
By: ~~..~ / HP ~
~rankV. Hibbard .. - .
Chairperson' '
~d as to form:
Pam la K. Akin
City Attorney
A est:
\
c
oC C..
ia E. Goudeau
lerk
CLEARWATER ESPACIO
DEVELOPMENT, LLC, a Florida limited
liability company
Witnesses for CLEARWATER
~ t? fJti/t-L
~..
By: CLEARWATER CENTRE, LLC,
a Florida limited liability company,
j Its Managing Member
By: uU~-q)~
/ Sebastian Dorner,
Executive Member
By:
Guy . Bonneville,
Managing Member
3
Witnesses for ESPACIO USA,
INC.:
ESPACIO USA, INC., a Delaware
corporation, Its Managing Member
By: See Attached Signature Page
Print Name:
Title:
Witnesses for CLEARWATER
CENTR] LLC:
.. -1lIlzlk( 1/ [)tiLl-
CLEARWATER CENTRE, LLC, a
Florida limited liability company, as
Assig r
By:
Gu . Bonneville
Executive Member
By:jjd~,_j)~~
/' Sebastian Dorner
Executive Member
By: I tb~~ cJ~
Eli eth Dorner
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgments, by
SEBASTIAN DORNER and GUY M. BONNEVILLE, as Executive Member and
Managing Member, respectively of CLEARWATER ESPACIO DEVELOPMENT,
LLC, a Florida limited liability company, and ELIZABETH DORNER, to me known
to be the individuals 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 company.
WITNESS my hand and official seal at C:0learwater said county.a....nd S.. tate,
J :2~ day of ..Jj)Ve , 2007.
dtld1t( 1/ M/0l
Notary Public
Print Name
My Commission Expires:
this
u NOllry ubi lilt 0 . rl I
R~' Kalhleen A O'Heem
. ~:..; My commission 00674739
'V;. Of f\.O~ Ex ires 07/20/2011
4
Jose Anton Fernandez Gallar
Director
\ \ \MI - 029354/000001 - 110811 vI
TESTIMONIO DE LEGITIMACION DE FIRMA.- Yo, JAIME
RECARTE CASANOVA, Notario Del Ilustre Colegio de Madrid, DOY FE.- Que
I - SELLO DE
'LEGIT, 1M, ACIONES Y
, LEGALlZACIONES
. "
,-..? ~/
,,'
...
... '
~~
'"
~,
-....,
~ iiif.-./~~~?~; documento redactado en idioma ingles, segfu1 resulta del acta autorizada, por mi el
.:f,:!1.~, -~"'\44,y'
~f*\,::~-~&~~,~:~-:;-''f~ 12 de junio de 2.007 , bajo el numero 2.184 de mi protocolo.-----------------------
" 'i ~;<t::~"Cl;'i~'~r-:" ~;\~ . ..
'! -' }','i\" , ' r , Madrid a 12 de JUlllO de 2 007 - -------------------____________________________
"'"\'.,'~-r/~' --, ,~I:,., . .
;',~'-",,"'~' "'i~~,;", "",-,'11 '7:'-,"
'. -', "~ ,--. :b ,..., ,
,',"-".<' ,,'j' ,os ~",-',
'J:-' ~., """...,.,
,~' (
considero legitima la [Irma que antecede, de DON JOSE ANTONIO
FERNANDEZ GALLAR, con DNIINIF numero 5.359.649-M, , juzgandole con
capacidad suficiente, y tras manifestar que conoce y consiente el contenido del
---~
Apostille (0 >>ga1bari-cm 'l1niQ<<)
(Convention de La Haye du 5 octobre 1961)
(Real Decreto 2433/1978. de 2 de oGtubre)
1.
2.
3.
4.
5.
7.
8.
" " 9.
Pais: Espafia
EI presente documento
Ha side firmado p- r
ctuando en caJidad de NOTARIO
Se halla sellado/timbrado con el de su Notarfa
CERTTFICADO
En Madrid 6. EI 1 3 JUN. Z007
Por el Decano del Colegio Notarial de Madrid
38752
Con el numero
Firma:
....~
~~
4i
IV
-A.
CO
CIl)
CO
---
/ Don Antonio Dominguez Mana '___.
lIiembro de la Junta Directiva en funciones de Decant'
'"
Y, that on this day personally appeared b re me, an
to dminister oaths and take ack edgments, by
as of
orporation, to me own to be the individual
as identification, and who
cer, and he acknowledged before
ses therein expressed on behalf of
I HEREBY CER
officer duly authorized
ESPACIO USA, INC., a Delawar
described in, or who produced
executed the foregoing instrument as s
me that he executed the same for the
the company.
WITNESS my han
County and State, this
, said
Notary Public
Print Name
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
I HEREBY CERTIFY, that on this day personally appeared before me, an
officer duly authorized to administer oaths and take acknowledgments, by
SEBASTIAN DORNER and GUY M. BONNEVILLE, as Executive Member and
Managing Member, respectively of CLEARWATER CENTRE, LLC, a Florida
limited liability company, and ELIZABETH DORNER, to me kno\@ to be the
individuals described in, or who produced - as identifica-
tion, 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 company.
WITNESS my hand and official seal at Clearwat ,said County and State,
this ).).J:i:' day of JUtU e; ,2007.
C) / /
/{r) II ljtd{IUL__
Notary Public
Print Name
My Commission Expires:
h:\data\aty\hsc\cle8IWatercentre\developmentagmt -asgn507'07 .doc
~ _ Notary Public Slit, of Florida
~~, Kathleen A. O'Hearn
. '!t..; My Commission 00674739
~ 011..&1 Ex ires 07/20/2011
5