HomeMy WebLinkAboutYeager, Robert A. Assignment and Assumption Agreement for Water and Sewer Connections -1993 09 03
e e
ASSIGNMENT AND ASSUMPTION AGREEMENT FOR
WATER AND SEWER CONNECTIONS
This Assignment and Assumption Agreement, dated
September 3, , 1993, is made by and between ROBER!'
A.YEAGER, Trustee, ("Assignor") and INTOMM, INC., a Delaware
corporation, Trustee ("Assignee"):
WITNESSETH:
WHEREAS, Assignor and assignee entered into that certain
Purchase and Sale Agreement ("Agreement") dated June 4, 1993, for
the sale and purchase of certain property, as more particularly
described in Exhibit A (the "Property"); and
WHEREAS, Assignor has certain rights and obligations under an
agreement with the City of winter springs, Florida dated April 26,
1990 (the "Developer Agreement"), including without limitation, the
rights to certain water and sewer connections to serve the
Property; and
WHEREAS, in connection with the sale of the Property, Assignor
desires to transfer to Assignee all of assignor's right, title and
interest in and to three hundred (300) Equivalent Residential
Connections (Group I ERCs) as defined in the Developer Agreement;
and
WHEREAS, Assignee desires to assume the duties and obligations
of Assignor with respect to the three hundred (300) Group I ERCs.
NOW, THEREFORE, in accordance with the Developer Agreement and
in consideration of the sum of Ten Dollars ($10.00), the
sufficiency and receipt of which are hereby acknowledged, the
parties do hereby covenant and agree as follows and take the
following actions:
1. Assignor does hereby assign and transfer to Assignee, all
of the Assignor's rights, title, duties, obligations and interest
in and to three hundred (300) Group I ERCs as defined above subject
to the consent of the utility.
2. The three hundred (300) Group I ERCs are being
transferred "as is", "where is" and "with all faults" as of the
date of this Assignment and Assumption Agreement, without any
representation or warranty whatsoever as to their condition,
fitness for any particular purpose, merchantability or any other
warranty express or implied. Assignor specifically disclaims any
warranty, guaranty or representation, oral or written, past or
present, express or implied concerning the Group I ERCs.
3. Assignee hereby accepts the foregoing assignment of the
. '
e
e
three hundred (300) Group I ERCs and hereby assumes all duties and
obligations of Assignor with respect to (a) the three hundred (300)
Group I ERCs; and (b) all rights and obligations of Assignor under
the Developer Agreement with regard to the three hundred (300)
Group I ERCs being assigned herein. Such duties and obligations
include without limitation, the obligation to post a surety bond
with respect to such Group I ERCs. Assignee shall defend,
indemnify and hold harmless Assignor from and against any and all
"Claims" asserted against or incurred by Assignor in connection
with (a) any acts or omissions, with respect to the three hundred
(300) Group I ERCs accruing after the date hereof; (b) this
Assignment and Assumption Agreement; and (c) any claims made by
continental Casualty Company, and other bond company referred to in
the Developer Agreement or the City of Winter Springs with respect
to the three hundred (300) Group I ERCs, and (d) all obligations of
Assignor under the Developer Agreement with regard to the three
hundred (300) Group I ERCs being assigned herein. "Claims" means
claims, demands, causes of action, losses, damages, liabilities,
judgments, costs and expenses (including attorney's fees, whether
suit is instituted or not) and including any claim due to the
invalidity of any of the assignments referred to herein. By its
signature below, Assignee acknowledges that it has reviewed the
Developer's Agreement and assumes the Developer's duties and
obligations under the Developer's Agreement pertaining to the
Property and agrees to be bound by the terms of the Developer
Agreement as if a signator and agrees to perform the Developer's
obligations with regard to the three hundred (300) Group I ERCs
being assigned.
4. It is hereby agreed and understood that by the foregoing
assignment Assignor shall not be precluded from entering and shall
have the right to enter into any amendment or modification of the
Developer Agreement with the City of winter Springs, so long as the
amendment or modification has first been provided to Assignee for
its approval, which approval shall not unreasonably be withheld.
Assignee shall not withhold the approval if the amendment or
modification does not affect in any manner Assignee's rights in and
to the three hundred (300) Group I ERCs assigned herein or any
right of use appurtenant thereto.
5. This Assignment and Assumption Agreement shall be (a)
binding upon, and inure to the benefit of, the parties to this
Assignment and Assumption Agreement and their respective heirs,
legal representatives, successors and assigns, and (b) construed in
accordance with the laws of the jurisdiction in which the Property
is located, without regard to the application of choice of law
principles, except to the extent such laws are superseded by
federal law.
6. The three hundred (300) Group I ERCs being assigned
herein will be utilized in conjunction with the development of the
property within the Tuscawilla PUD. The transfer described herein
constitutes a reallocation of 90,000 gallons/day of sewer capacity
t: \sdf\intomm \as&asmpt.agt
e
e
and 150,000 gallons/day of water capacity which can only be used to
develop the property within the Tuscawilla PUD unless otherwise
approved by the city of winter Springs Water and Sewer utility
("utility") .
7. The Assignor represents to the City of winter springs
that the Assignor is not realizing a profit in the assignment of
the capacity described herein. To the best of Assignee's knowledge,
Assignor is not realizing a profit in the assignment of the
capacity described herein.
~~
Stephen D. Feinberg
(Type or Print Name)
If!:t.~
(Type or Print Name)
~
By:
(Type
Srpphpn D. FpinhPr<]
(Type or Print Name)
:tt~
(Type or Print Name)
Its:
(CORPORATE SEAL)
e
e
STATE OF FLORIDA
COUNTY OF ORANGE
~ The foregoing instrument was acknowledged before me this
3 day of September, 1993, by ROBERT A. YEAGER, Trustee and
individually, who is personally known to me.
dadNJ~
N6.G.RY (j;BLI C
~\la- ""S. --t\el(\ce\0(\~
(Type or Print Name)
My Commission Expires: ~OT~It~ 'UJW:, q",~;; cr H~~~!;)4 ii.T '.A':'..
".r &;O/"Mt~$IO~~ f)c-I!I~S Ort011~l 16. 19~4
iONele 'HitJ IWt:I~tca~R"Y & ASSOCIA Tn
STATE OF
COUNTY OF
~The foreg~' g i strument was ack~9:Y'l~dged. };lefore me this
3 day of, ), 1993, by ~;;4. ~
as President of TOMM, INC., a Delaware corporation, on behalf of
the corporation. He is personally known to me or has produced a
driver's license or other identification.
NJ:!~i~~~
~ o-.I'"'\CL 3 Me dlC:€ \ mQ.J7
(Type or Print Name)
My Commission Expires:
MOTA" .vate, STAn 0' flORIDA AT LAl'!<:'.
III'f (lOMMlSllOH UPIIES OCTOBE!l 16. 19~4
IONDI. THIlU HUCKtl:3ERU & ASSOCIATES
e
e
By its execution of this Assignment and Assumption Agreement for Water and
Sewer Connections (the "Assignment") in the space provided below, the City of Winter
Springs confirms and states as follows to Assignee and its successors, assigns and
mortgagees:
1. The City consents to the Assignment.
2. The failure to comply with the terms and conditions of the Developer
Agreement by any successor or assign of the Developer except Intomm, Inc. or its
successors or assigns, shall in no way affect three hundred (300) Group 1 ERe's assigned
to Intomm, Inc. hereunder or the rights of Intomm, Inc., its successors or assigns under
the Developer Agreement. "Developer" is used as it is defined in the Developer
Agreement.
3 Assignee's obligation to provide a surety bond pursuant to the Developer
Agreement shall be fulfilled by furnishing a surety bond in the principal amount of Two
Hundred Fifty Seven Thousand Two Hundred Twenty Six Dollars ($257,226.00).
Thereafter, as long as the surety bond remains in force and effect or if a substitute surety
bond is provided, the requirement to furnish a Letter of Credit pursuant to the
Developer Agreement shall be fulfilled by providing the Letter of Credit no later than
April 30, 1995.
4. The Developer Agreement is in full force and effect, and there have been
no amendments or modifications thereto.
CITY OF WINTER SPRINGS, a
Florida municipal corporation
Pri",N.m'~ 4~!lk<^-R-
~ r: 72--1:;
Print Name: 1I11J~'I T' ,v eJlf.. r tJ N
By:
Print Na
5
(__I ':1. (J ';". ~~-3
_ : 4 ':C.
+BOWYER
:=.:INGLETCIN
1-' U 4
1,-' t"l
e
EXHIBit
A
e
~
Paroel 2(A)
Legal Description
That part ot the map of the Phillip R. Yonge Grant, as reoorded
in Plat Book 1, Pages 35 through ;38 ot the Public Record. of
Seminole County and that part of S~ction 5, Township 21 South,
Range 31 East, Seminole county, Florida, described as {ollows:
Commenc~ at the North9ast corner of Section 8, Township 21 South,
Range 31 East, Se~inole county, Florida, thence run sooo24155"E
along the Ea~t line of the Northeast 1/4 of gaid SQction e for a
distano9 of 205.56 feet to the Northnrly right-at-way lino of the
Lakg Charm Branch or the Seaboard Congt Lina Railroad (1001 R/W)1
thence run N54Q3415711W along said Northerly right-of-way line tor
a distance of 293.14 teet to a point on a curVQ concave
southweDterly having a radius of 1959.19 fe.t and a ohord bearing
of N6EiQ56I09I1W; th.nce run North\tJeliterly along the arc of said
curve and said Northerly right-of-way linQ through a central
angle of 24044'10" for a distance of 845.83 feat to the point of
tangency; thence run N790 18' 1411W along said Northerly right-of-
way line tor a dietanoo of 162.82 teet to the FOINT OF BEGINNING;
thence continue N79 0 18' 1411W along [laid Northerly r ight-ot-way
line tor a distanoe of 528.44 feat to the point of curvatur~ of a
ourve conoave south\Y41literly having a radius of 2612.09 teat;
thance run North\YQ\sterly along the arc of said curve and said
Northerly right-of-way line through a central angla of 11046138"
for a diatancQ of 536.92 feet to the point ot tangenoy; thQnoe
run S880~!51 08'IW along gaid Nort.h(')l~ly right-o!-'l.1l11Y line for a
distanOQ of 96.48 felilt to the Easterly right-.of-way line ot
proposed vistawilla orive and a point on a curV4 concave
southeasterly having a radius of 460.00 feet and n chord bearing
of N440S3128"E; thQnce run Northeast~rly along the arc of said
curve and said Easterly right-ot-way linll through a central angle
of 6900011811 for a distance ot 534.01 teet to the point of
reverse ourvature of a curve concave Northwesterly havinq a
radius of 790.00 feat and a chord bearing of N44Q50'50"E; thlilnce
run NorthQaaterly along the arc of said curve and said Easterly
right-at-way line through a central angle ot 6900513311 for a
diSltanoe of 952.65 to a point of non-tangenoy; thllnce leaving
Qaid Eastorly right-of-way line run S89032122"E along a non-
radial line for a distance of 1039.34 feet to the Wa~terly right-
of-way line of thQ Black Hammock Branch of the Seaboard Coastline
Railroad; thence run S06021'3811W along said Westerly right-of-way
line for a distanoe of !525.90 feet to the point ot ourvatur. of a
ourve concave Westerly having a radius of 552.67 feet and a chord
bearing of S120)2148"W; thence run Southwesterly along thQ arc of
said curve and Baid Weuterly right-of-way lin9 tllrough a central
angle of 12022'20" tor a diutano8 of 119.34 feet to n point on a
curve ooncave NorthweQterly having a radius of 656.13 fe~t and a
chord bearing of 851012 I JOIIWI thence run Southwer.terly alonq the
are of .aid curve and said WBsterly right-of-way line through a
1,1 'I. U' ,'. ~:ol.3
.
1 .' 4 '", I 1,,\
.,. B 0 VV Y E R :,,: 1 N '_. L 1:, 1 '_' rl
I (J ~ ,
e
e
Parcel 2(a) cont.
oontral an91e of 77002'04" for a distance of 8B2.17 tflet to II
point on a curve oonoave Northorly having a radius of 799.85 and
a chord bQaring of N85o~n '14"W; thenoQ run NorthwQuterly along
the arc of gaid curvg and said WQsterly right-ot-way line tl~ough
a central angla ot 12005'59" for a distanc~ ot 168.91 !oQtt to thQ
Point of Inter9Qction of $aid westorly right-of-way lino with the
Northerly right-ot-way line of said Lake Charm Branch ot the
Seaboard CoaatlinQ Railroad right-ot-way and the POINT OF
BEGINNING.
TUBl
08/30/93
LEGL/LEGL6364
I I ~. I
CI r-;-. ~~ :_~
4 1=,
F'I.,l + B OWY E R - :::: I N G LET C) N
e e
F06
Parcel 2(B)
Legal Desoription
Commonce at the Northeast cornor of Section 8, Township 21 South,
Range 31 East, Seminole County, Florida, thenOQ run 800.24'55"
along tho East line of the Northeagt 1/4 of said SQction 8 tor a
diatanoa of 205.56 foot to the North.rly right-of-way line of the
Lake Charm Branch of the Seaboard Coa~t Line Ral1road (100' R/W);
thenoe run N54 034' 57 "W along said Northerly right-01~-way Un8 for
a digtance of 293.14 teet to a point on a curve ooncave
southwestorly having a radius of 1959.19 feet and a chord b9arinq
of N66056'09IlW; thence run Northwesterly along thQ arc or said
curve and said Northorly right-at-way line through a oentral
angle of 24044'10" for a distance of 845.83 faet to the point of
tangency; thonce run N79018'14"W along said North~rly right-of-
way line tor a distance of 691.26 feet to the point of curvature
of a curve concave southWQsterly having a radiun of 2612.09 foeti
thence run Northwest9rly along the arc of said curve nnd. said
Northerly riqht-ot-r....ay lin~ through a central tI.ngh'l of 11 <'46'3811
for a distance of 536.92 faet to th9 point of tangency; thence
run 888055' 08"\'1 along said Northe)::ly right-oe-WtlY line for a
digtance of 178.11 feQt to the WQFJterly right-of.-way IlnQ of
proposod vistawilla Drive and the POINT OF BEGINNING; thencQ run
N10023'19"E along uaid weetQrly right-of-way linQ for distance
at 16.23 feet to tho point ot curvature of a curve concaVQ
southeasterly having a radius of 540.00 f&eti thenoQ run
NortheaatQrly alonq the aro or said curve and said Westerly
right-of-way line through a oentral ang19 of 02037'17" tor a
distance ot 24.71 teet; thonce run S88055'08"W along a non-radial
line for a distance ot 190.00 feet; thGnce run N!)4~35'37"\'i for a
distance of 329.61 f'H~t; thencCl run N15009'35"E for a distanoe
of 65.02 foeti thanc$ run S77005'OG"E for a distG'mee of 390.41
fsot; thence run 854041'211lE for a distanoe of 114.37 fQc.t to a
point on a non-tanget ourv~ conoav. Southeaet0rly having a radius
ot 540.00 teet and a chord bearing of N51037'16"E; thence run
Northeasterly along the arc of said ourve and along th~ aforesaid
Wastorly right-of-way line through R central ~ngln of 55ftJ2'41"
tor a distance of 523.50 flllet to thn point of raV'lrse Clu::'vaturG
of a curvo concave Northwestorly having a radius of 710.00 feet
and a chord bearing of N71054'55"E; themee run Northe}.\ab~rly
along the arc of said curve and said Wo~terly right-Of-way line
through a oontral angle. of 14057'22" for a diatancQ of 185.33
feet1 thenoe leaving said westerly righ-'ot-way line run
N30022'39''W along a non~radial lin9 for a distance of 356.04
feet; thonce run N89 0 52' 39"W tor a distancQ of 2100.00 feet;
thence NOoo07'21"E tor a distance of 100.00 teet; thence
NB9052'39"W tor a distance of 1465.59 fe~t more or leoe to the
centorline of Howell Creek1 th~nce run southerly along th~
centerline of Howell CrQ~k for a diBtanc9 or 1200 feet more or
U ',I U
~=J .3
1:.;.; 4 ':., t ly1
.,. B U W '[ .E H :,,: 1 N ,-, L L 1 '-' ,,'
u
e
-
Parcel 2(b) cant.
IGSS to the NorthQrly right-of-way line of Lake Charm Branch of
the Seaboard Coastline Railroad; thence run Nae D 55 t 08l1E along
said right-of-way line for a distance of 3170 fe~t more or less
to the POINT OF BEGINNING.
TUBl
08/27/93
LEGL/LEGL6364