HomeMy WebLinkAboutWinter Springs Development Joint Venture Assignment and Assumption Agreement - 1993 10 13
. -.
e
e
.'
ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR WATER AND SEWER CONNECTIONS
, This Assignment and Assumption Agreement, dated as of the J3!!- day of
~ ' 1993, is made by and between WINTER SPRINGS DEVELOPMENT JOINT
ENTURE, a Flonda general partnershIp ("AssIgnor"), and TUSCAWILLA BEND, a Flonda
joint venture ("Assignee"):
WIT N E SSE T H:
WHEREAS, Assignor and R.K.M. Development Corp., a Florida corporation ("RKM")
entered into that certain Purchase and Sale Agreement ("Agreement") dated November 25, 1992
for the sale and purchase of certain property, as more particularly described in Exhibit A (the
"Property"); and
WHEREAS, RKM has assigned its rights and obligations under the Agreement to
Assignee; and
WHEREAS, Assignor has certain rights and obligations under an agreement with the City
of Winter Springs, Florida dat~, p~:~~ 1990 (the "Developer Agreement"), including without
limitation, the rights to certai 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 sixty-seven (67) 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 sixty-seven (67) 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 and interest in and to sixty-seven (67) Group I ERCs as defined above.
2. The sixty-seven (67) Group I ERCs are being quit-claimed "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 sixty-seven (67) Group I ERCs.
3. Assignee hereby accepts the foregoing assignment of the sixty-seven (67) Group
I ERCs and hereby assumes all duties and obligations of Assignor with respect to the sixty-seven
(67) Group I ERCs, including without limitation, all rights and obligations of Assignor under
the Developer Agreement with regard to the sixty-seven (67) Group I ERCs being assigned
. ~
.
e
herein. Such duties and obligations include without limitation, the obligation to post a surety
bond with respect to such Group I ERCs, as required by the Developer Agreement. 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 sixty-seven (67) Group I ERCs accruing after the date hereof; (b) this Assignment
and Assumption Agreement; (c) any claims made by Continental Casualty Company, any other
bond company referred to in the Developer Agreement or the City of Winter Springs with
respect to the sixty-seven (67) Group I ERCs; and (d) all obligations of Assignor under the
Developer Agreement with regard to the sixty-seven (67) Group I ERCs being assigned herein.
"Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs
and expenses (including attorneys' fees, whether suit is instituted or not) and including any claim
due to the invalidity of any of the assignments referred to herein.
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 which the Assignor
deems appropriate in its sole discretion; provided however, that no such amendment or
modification shall affect in any manner, Assignee's rights in and to the sixty-seven (67) 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 .
IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed
and delivered by the parties as of the date first above written.
Signed, Sealed and Delivered
in the presence of:
WINTER SPRINGS DEVELOPMENT JOINT VENTURE,
a Florida general partnership
) - 111/ II'
~rv~
G\SA M ISIC (N >S
Type or Print Name
By: Home Capital Corporation, a California corporation
d/b/a Home Capital Development Group Inc., general
Partn~
By: ~
~ (}U tz..1VS
Type or Print Name
Its --Y~
-2-
"
,Jqt/- M . flU:-:-
lASh Nil M,SUN')
Type or Print Name
L~~
(JJA M iSUN l,Y
Type or Print Name
Type or Print Name
~~ ~/f' , ~
i-AJIt fY\ /5 VI ;.1/5
Type or Print Name
Type or Print Name
Type or Print Name
e
e
~~221
MAN BWOc.ETT
Type or Print Name
Its tJ ' /'-;:,
By:
[CORPORATE SEAL]
By: Humboldt Financial Services Corp., a California
corporation, general partner
By: bff::;~~
Type or Print Nam~p '7
Its e I -'
~
00'0 ~
Type or Pfi~ame
Its V \.J
By:
[CORPORATE SEAL]
ASSIGNOR
TUSCA WILLA BEND, a Florida joint venture
By: R.K.M. Seminole, Inc., a Florida corporation,
as general partner
By:
Richard K. Maloof
President and Secretary
[CORPORATE SEAL]
-3-
-=-----.- .-:.,
OCT-19-'93 TUE 14:21 ID:
..
~ M.. M,.k-,-'-
LI<fA- Mr M IJW/UIJ
Type or Prilll Namo
~~
Type or rlnt Name
~~-w."
L-(~4 MIS U --;Ji5
TJPI or PriDC Namo
~1:;~
Type or Print Namo
~;. II'~~. , ~-
U.J./t rn'5 j;..I,J/.5
T)',. or PriAl N&lDO
c~~
T Dt Name
\
\
e
TEL NO:
e
~612 Pl2l2
By:_ ~~~1rUt
T)'po or Print N"",o
lts '" . '- '"':>
[CORPORATE SEAL]
By: Humboldt Financial Services Corp., a California
corporation, general partner
By: 4i!n;;;,~#I-
Type or Print Nam~. ":7
lu ./ ,
By:
~
OO~~
Typo or p~am.
Its
[CORPORATE SEAL]
ASSIGNOR
TUSCA WILLA BEND, a Florida joint venture
By: R.K.M. Seminole, Inc., a Florida corporation,
By: ~}ti~117 /4/4
Richard K. Maloof !
President and Secretary
[CORPORA TB SEAL]
-)-
. By: Minieri Orlando, Inc.,. a F1ori~roJpOJaliQn,
as genrrner - ,.
.. "t /'\, .
~{J~~;{~~0~6g~BY:CarIMillieri~. t )fNfi~
Type ur Prillt N President
@.P n.PO~ 1/7
9,,<~L~.---
_1-
By; Regency Plantation, Inc., a Plorida oorporation,
as g.eneral partner
~~~~~BY:J
1'y~ or PriDI N resid
y:L"~/.~
Susan Silva /
Secretary i
[CORPORATE SBAL]
-4-
1121-1217-1993 1121:5BPM
P.09
'.
The undersigned hereby c!ents and agrees to the above ASSign.t.
.
WITNESSES:
CITY OF WINTER SPRINGS, a Florida municipal
corporation
#t.. f!d!PI
Type or rint Name
/?~~.. rtrd:
J/t~ )1.,.~
Type or Print Name
IMFDIlMR3324163986/106IJAXB08IMFD:lmr
9/28/93;12:22pm
-5-
e
e
EXHIBIT A
, ,
'1tl81: part of Tmct "A" of 'It.SCRWILtA PUaA, es ~ded 1n Plat 8Jck 35, Page 98 of tt8
Public ~ of SEInino1e 0:u1ty, Florida, be1l9 nare pert1aJ1arly desc::d.bed 88 follOWS:
O::alllea~ at the N::JrtbEst axner of said Tract "A"; theI~ %Un Nx1:h 89 ~~ 50
min.ztes 13 ~ds East e.loog the N:x1:h line of said Tract "A., a d1.staroB of 935. U feet
for a POINl' OF ~; ttsloe o:ntinJe Nxth 89 degLees 50 adnJtes 13 eeQOld9 East
al.all the North line of said Tract "A", a dblaaoe of 879.74 feet to the H:D:1:heast oome:r
of said Tract "A"; theloe Sarth 00 ~ees 40 mirutes 10 &eC(Ads East e.lalg the East line
of said Tract "A", a distance of 291.48 feet to the Scutheasterly lJ.rlie of said 'l'ract "A",
said po1nt beinJ en a curve cacave ~1y havir.g a radius of 1197.54' feet; thence
fran a d10rd bear:lng of South 32 ~.l.~ 21 mfrutes 04 secods test run Sou1:holester1y
aloog the arc of said curve am said ~1y line of Tract "A" through a central
angle of 22 ~.!ees 51 adnrt:es 43 SieCQW a distarx::e of 471.84 feet to the point of
reverse c:ux:vature of 8 curve cacave ~ly having a radius of 25.00 feet; ths~
departing said Southeasterly line of Tract "A" run Sc:utbeste:i:'ly aknJ the me of said
curve am the South line of said Tract "A" through 8 central snfte of '83 deQ.Lee8 18
m.1nJtes 00 ~ds, a c:JL.sl&~ of 36.35 feet to the point of xeverse cuxvature of a a.u:ve
OOllCaVe ~ly hav.f.t9 a radius of 4.'5l.19 feet; theooe run lesterly al..oog the arc
of said curve am said South line of Tract "A" through 8 oehl..Lal angle of 15 ~ees 01
minub:!s 12 ~ds, a dist:ance of 114.61 feet to the {X)int of targeIX:y; ~ Sarth 89 '
~~ 12 m:lnutes 00 tIlElCX:lllds West cx:nt:lnuing alalg said South line of Tract "A", a
d.ist:aI'x:e of 408.67 feet to the p:rl.nt of curvabJre of a 0JrVe cxn::ave Southerly havirg a
radius of 2880.62 feet; theloe %Un ~ly al.cn;J the axe of said 0JIVe end said
Southerly line of Tract "A" through a central angle of 02 deg.!ees 14, m1.nrtes 03' seccads,
a dbl.&oe of 112.33 feet to the point of tatlgetlCY; thetoe sooth 86 ~ees fI1 m:lnrtes fI1
&eC(Ads \test o:nt:.ln.11ng alalg said Sootherly line of Tract "A", a di..tJLa&oe of 124.71 feet
to a po1nt en a 0JIVe cx:rx:ave ~ly havirg 8 radius of 15428.87 f~; theI~
departing said Southerly line of Tract "A" frail 8 chord bear:lng of N:rt:h 12 ~ees 41
min.rtes 01 ~ds East run Nxtheasterly al.a.g the arc of said a.u:ve through a central
angle of 02 ~.!ees 41 mirotes 42 secads, a distarx::e of 725.75 feet to the POINl' OF
~.
LFSS:
'!bat part of Tract "A" of 'ItECAWILIA PLA7A, as reoot'ded in Plat 8:x:K 35, Page 98, of the
Publlc ~ds of sEsnino1e Q:unty, Florida, beirYJ ume partia.l1arly described 89 fo1.lcMs:
Q...11I.ea lOa at the N::Ir1:ileast axner of said Tract "A"; thence run the fol.l.G1:l.r9' CXJUrSeS
e.l.cqJ the Easterly am Sart:herly lines of said Tract "A"; thelce run South 00 de9.!ees 40
min.rt:es 10 secarls Fast for a distance Qf 291.48 feet to a point en a 0JIVe (ncava
Soot:heaSterly having 8, radius of 1197.54 feet am a chard bearing of South 32 ~eeb 21
minrt:es 04 ~ds West; t:herx::e run ~ly alcrq the axe of said c:u:rve through a
central angle of 22 degrees 51 minrtes 43 secalds for a distarx::e of 471.84 feet to the
po1nt of reverse cuxvature of a c:u:rve OOllCaVe NJrtb..esterly havinJ a radius of 25.00
feet; theJlCe run Sou1;h.1esterlyal.alg the axe of said c:u:rve through a central angle of 83
OOQ.!ees 18 minrtes 00 secalds far 8 d.ist:aI'x:e of 36.35 feet to the point of reverse
c:uxvature of a o..u:ve cx:rx:ave Sou't:h.esterly haviIYJ 8 radius of 431.19 feet; therre ron
.'
. .
.
.
EXHIBIT A CONTINUED'
I.J:X;M, a:.s:mPl'ICN CXM'nmD
~ly al.all the am of said CUIV9 throogh a central angle of 15 ~ees
011l\inUteS 12 ~lds far a distane:S of 114.61 feet to the p:>>.nt of l&~q;
tileIce :run SCuth 89 ~ 12 minrteS 00 secalds West for a di::lloace of 171.45
feet to the rooo OF aa;INNIN3; thri;e a:nt:inJe so.rt:h 89 dl::y.cees 12 mirutes 00
secalds ~ far a distarre of 199.51 feet: then:S leaving the-~
So.1ti1erly lim of Tract WAft; :run Nx1:h 00 ~ees 09 min.rt:eS 47 secads test far
a d.1,starlce of 57.10 feet: therlCB IUll ta1:h 07 ~t=eS 46 m:lnJtes 35 ~d9 West
for a ~loace of 93.48 feet to the IQint of anvat:ure of a 0J[V8 cacave
Sout;heasterly havir9 a radius of 13.00 feet: ttsce :run ~ly alag the
arc of said OJIVB thro..rJh a centx'al argle of 97 dl=Q.cees 36 min.Jtss 4S ~lds
for a distane:S of 22.15 feet to tre {Xrl.nt of tangeacy; thelce IUll Nx'th 89
dt:yLees 50 miroteS 13 sea:Jlds East far a dist;arX:le of 191.50 feet to the p:dnt of
curvature of a OJIVB cx:n::ave ~ly having a radius of 13.00 feet; therce
:run Sout;heastely ala1g tre arc of said au:ve through a central argle of 90
degreeS 00 nrlnrteS 00 seca lds for a d:ist;arO! of 20.42 feet to the {Xrl.nt of
tangen::Y: 'ti1eree IUll Sooth 00 degLees 09 ~ 47 ~lds East far a d:ist;arO!
of 25.70 feet: ttsre IUll South 06 degreeS 48 minrteS 04 ~lds test far a
~t.aroe of 45.36 feet; therDa IUll SCuth 00 ~ees 09 m:f.nrtes 47 ~ds East
for a ~loace of 78.54 feet to tre rooo OF BroINNnG.