ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENTASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT OF HOTEL DENSITY RESERVE DE LOPMENT
AGREEMENT (herein "Assignment") is executed as of the Zlay of '4 L A , 2021, by
KER HOLDINGS BEACHVIEW, LLC, a Florida limited liability company ("Assi."'or"), to and
for the benefit of BEACHROCK LODGING LLLP a Tennessee limited liability limited
partnership ("Assignee").
RECITALS:
A. Assignor and the City of Clearwater, Florida, a municipal corporation ("City")
entered into that certain Hotel Density Reserve Development Agreement dated May
28, 2015 ("Development Agreement"), which was recorded in the Public Records of
Pinellas County, Florida at OR Book 18431, Page 535.
B. The Assignor desires to sell, convey, assign or otherwise dispose of any or all of its
right, title, interest and obligations in and to the Project, as defined in the
Development Agreement, in its entirety to Assignee by virtue of this Assignment and
Assignor hereby agrees to assume the obligations of Developer as provided for in the
Development Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable considerations, the receipt and sufficiency of
which considerations is hereby acknowledged, and intending to be legally bound hereby, the
parties hereby agree as hereinafter set forth.
1. Assignment and Assumption. Assignor hereby sells, conveys, assigns and set over unto
Assignee all of this right, title, interest of whatsoever kind, type, nature, description or
characterization to the Project in its entirety and under and pursuant to the Development
Agreement and Assignee hereby accepts such sale, conveyance and assignment in and to the
Project and Assignee hereby assumes all of the Developer's obligations under and pursuant to
the Development Agreement arising from and after the Effective Date which shall be the datb on
which the last one of the Assignor and Assignee executes this Agreement and such is joined by
the City.
2. Further Assurances. Subject to applicable law, the Assignor and Assignee shall execute,
acknowledge and deliver all such further instruments, and shall take such further action as may
be necessary or appropriate, to assure more fully to the other parties and their successors and
assigns all of the properties, rights, title, interests, estate, remedies, powers and privileges
assigned, or intended to be assigned, and to assure more fully to the assumption of the
Development Agreement.
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3. Indemnification. Assignee, subject to the execution of the Joinder by the City, hereby
acknowledges and agrees that Assignee shall indemnify, defend and save the Assignor harmless
of, from and against any and all claims, demands, actions, causes of action, suits, proceedings,
damages, liabilities, costs and expenses of every nature whatsoever (including reasonable
counsel fees and litigation expenses) which relate to the Development Agreement and which
accrue from and after the Effective Date.
4. Entire Agreement; Governing Law. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and shall be governed by the laws of the
State of Florida.
5. Successors and Assigns. This Assignment shall be (a) binding upon and inure to the
benefit of the parties to this Assignment and their respective successors in interests and assigns:
and (b) governed by and shall be enforceable in accordance with the laws of the State of Florida.
6. Counterparts. It is agreed that this Assignment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which, when taken together,
shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, this Assignment has been executed to be effective the day
and year first above written.
[Signatures to this Assignment are Located on the Following Pages]
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ASSIGNOR:
Signed, sealed and delivered KER HOLDINGS BEACHVIEW LLC,
in our presence: a Florida limited liability company
--- By: ICER MANAGEMENT ENTERPRISES
LLC, a Florida limited liability company,
...,,. f Manage(rawZrd
Print Name:,.,,,, 8�. ..µ,. .
� ' .
F. Ker, Manager
int ame: ° c ` ,a Date: 2021
l w..._
STATE OF FLORIDA
COUNTY OF [
The foregoing instrument was acknowledged before me by means [x] physical presence
or [] online notarization, this 30 day of July, 2021, by Crawford F. Ker, as Manager of KER
MANAGEMENT ENTERPRISES LLC, a Florida limited liability company, as Manager of KER
HOLDINGS BEACHVIEW LLC, a. Florida limited liability company, on behalf of the limited
liability company, who [ ] is personally known to me, or [x] produced a driver's license as
identification,
Notary:
[Affix Notary Seal] Print Name: C-- ° o e eLpk
Notary Public-State of Florida
No,\1118161 Mf!!!�//®,�P��
My Commission Expires:
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ANNIGNEV:
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IN'C., Gencral Parnier of B,.,A6[I20('K M)GINni MY, on hdrdf of the lir ikal 1bby
hadwd puUwmhip. who is is personally known, to mc. of Ix I a drivcCs, �licci,c
as identhicabon,
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JOINDER
The City hereby joins in the execution of the foregoing Assignment to: (a) evidence its
approval of the foregoing Development Agreement and to further evidence its agreement
that the foregoing Assignment fully complies with the notice requirement contained and
set forth in Section 14.1 of the Development Agreement, and (b) evidence the fact that
the obligations of the Assignor which accrued prior to the Effective Date have been
followed in a timely manner and no notice has been furnished or sent to the Assignor
under and pursuant to Section 10 of the Development Agreement and Assignor has not
failed to comply with the terms of the Development Agreement.
STATE OF FLORIDA
COUNTY OF PINELLAS
CITY OFML
CLEARWATER, FLORIDA
BY: AJ
William B. Home II,
City Manager wA%�'�
Attest:, U -014-u-. 04.6
-�'
Rosemarie Call, C ' ~ ,
The foregoing instrument was acknowledged before me by means l physical presence or 0
online notarization, this ,-)Z-1' day of :sv.\� , 2021, by �'t xlm��„e•, as City
Manager of City of Clearwater, on behalf of the corporation, who is Er is personally known to
me, or ❑ produced for identification.
[Affix Notary Seal]
Ate oScott Burrows
fi COMMISSION # 6G261179
• EXPIRES: October 1, 2022
Bonded Thru Aaron Notary
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Notary:
Print Name: t ti"c
Notary Public -State of Florida
My Commission Expires: I b (V i (e-0