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HomeMy WebLinkAboutRichland Tuscawilla, Ltd -1994 04 28 \c,... f' . e ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated effective April ~, 1994, by and between RICHLAND TUSCAWILLA, LTD., a Florida limi ted partnership ("Assignor"), and PULTE HOME CORPORATION, a Michigan corporation ("Assignee"). RECITALS A. Assignor and Assignee entered into that certain Agreement for Sale and Purchase of Real Property dated November 30, 1993 and subsequently amended by Addendum (collectively the "Agreement") for the sale and purchase of certain real property as more particularly - described therein and .commonly referred to as Tuscawilla Parcel 61 (the "Property"). B. The Property has been approved for the development of one hundred thirty-eight .( 138) single-fami ly residential lots (" 138 lots") . C. Simultaneously herewith, Assignor has conveyed fee simple title to the Property to the Assignee. D. In connection with the conveyance by Assignor to Assignee of the Property, Assignor desires to quitclaim unto Assignee all of Assignor's right, title and interest in and to fifty-five and one- half (55.5) Equivalent Residential Connections for sewer (Group II Sewer ERC' s) as same are described in that certain Developer Agreement by and between Winter Springs Development Joint Venture ("JV") and the City of Winter Springs dated April 26, 1990, as amended by that certain Addendum to Developer Agreement dated September 17, 1993 (collectively "Developer Agreement"). E. Assignee desires to assume the duties, liabilities and responsibilities of Assignor with respect to the 55.5 Group II Sewer ERC's referenced above, including, but not necessarily limited to, the obligation to pay to the City of Winter Springs the applicable Service Availability Charges (as defined in the Developer Agreement) by April 30, 1995. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, 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 quitclaim unto Assignee all of the Assignor's right, title and interest in and to the 55.5 Group II Sewer ERC's referenced above. 2. THE 55.5 GROUP II SEWER ERC'S ARE BEING QUITCLAIMED "AS IS" "WHERE IS" I AND "WITH ALL FAULTS" AS OF THE DATE OF THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, WITHOUT ANY REPRESENTATION OR - 1 - e e 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 55.5 GROUP II SEWER ERC'S OR ASSIGNOR'S TITLE THERETO OR RIGHT TO TRANSFER SAME. ASSIGNEE IS HEREBY THUS ACQUIRING THE 55.5 GROUP II SEWER ERC'S BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THE 55.5 GROUP II SEWER ERC'S AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. 3. Assignee hereby accepts the foregoing assignment of the 55.5 Group II Sewer ERC's and hereby assumes all duties, liabilities and responsibilities of Assignor with respect to (a) the 55.5 Group II Sewer ERC's; and (b) all obligations of Assignor under the Developer Agreement with regard to the 55.5 Group I I 'Sewer ERC's being assigned herein. 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 by Assignee with respect to the 55.5 Group II Sewer ERC's; (b) this Assignment and Assumption Agreement including any claims which Assignee may have against Assignor due to the assignment contemplated herein; (c) any claims made by the City of Winter Springs from and after the date hereof with respect to the 55.5 Group I I Sewer ERC' s being assigned herein against Assignor or Assignee; and (d) all obligations of Assignor under the Developer Agreement with regard to the 55.5 Group I I Sewer ERC being assigned herein including, but not necessarily limited to, the obligation to pay to the city of Winter Springs the applicable Service' Availability Charges (as defined in the Developer Agreement) by April 30, 1995. "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 which the Assignor deems appropriate in it's sole discretion; provided, however, no such amendment or modification shall adversely impact the Assignee's utilization of the 55.5 Group II Sewer ERC's. 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 wit 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. - 2 - e . 6. Assignor and Assiqnee hereby acknowledge that the 55.5 Group I I Sewer ERC' s are being transferred at an amount not in excess of market value. 7. Assignee hereby acknowledges that it has had an opportunity to review the Developer Agreement and Assignee assumes all of the Developer's duties and obligations under the Developer Agreement with respect to the Property and the 55.5 Group II Sewer ERC's. ' 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: ~ /J. C-tv~ ~.~ ~ . s: ASSIGNOR: RICHLAND TUSCAWILLA, LTD., a Florida limited partnership By: Richland Management, Inc., a Florida corporation, General artner / Samuel K. Ross Vice President By: ASSIGNEE: PULTE HoME CORPORATION, a Michigan corporation Witness: Witness: By: Name: Title: - 3 - e e STATE OF FLORIDA ) " ) 5S: COUNTY OF fdJ~..('t.~) . 1 Jrhe foregoing instrument was acknowledge~ before me thi s ~ ~ day of April, 1994 by Samuel K. Ross, the Vice President of Richland Management, Inc., a Flori.da corporation, as general partner of Richland 'Iuscawi lla, Ltd. , a Florida limited partnership, on behalf of the partnership. He is personallY known to me or has produced --- -- as identification. --- Notary Seal ~ -"\' " L~ (j, ~~ Signature of Person Taking Acknowledgment \ Print Name: ~!.i.st:-..~ f). Ctj!.St. Title: Notary Public Serial No. (if any) Commission Ex~res: ...~.~f . ;:'" OFFICIAL SEAL : "",-,,, nr ~ S : <.1:.i:'....,}1: USAN D. CORSO ~ ~:;:t.5~ : My Commission Expires ....:'~. ~%~ cr'!.:/ Sept. 6. 1996 ...!.?~.~., Comm. No. CC 226368 COUNTY OF ) ) 55: ) STATE OF FLORIDA The foregoing instrument was acknowledged before me thi s day of April, 1994 by the of PULTE HOME CORPORA'l"!ON, a Michigan corporation, on behalf of the corporation. He is personally known to me or has produced as identification. Notary Seal Signature of Person Taking AcknO'Jledgrnent Print Name: Title: Notary Public Serial No. (if any) Commission Expires: R:\Real\1200\O-256S - 4 - e e 6. Assignor and Assignee hereby acknowledge that the 55.5 Group II Sewer ERC's are being transferred at an amount not in excess of market value. 7. Assignee hereby acknowledges that it has had an opportunity to review the Developer Agreement and Assignee assumes all of the Developer's duties and obligations under the Developer Agreement with respect to the Property and the 55.5 Group II Sewer ERC's. 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: ASSIGNOR: RICHLAND TUSCAWILLA, LTD., a Florida limited partnership Witness: Witness: By: Richland Management, Inc., a Florida corporation, General Partner By: Samuel K. Ross Vice President ~~0.~~ Witness: ASSIGNEE: Q~ . ness, \~~_... . By: N e:.::J * 1'1-1 ~-S e 0 ~ fJe:a. i tIe : pf7'TdJ~ i,.. r.uf + tF"IMplo'1..<...L. - 3 - e. e ~ STATE OF FLORIDA ) ) COUNTY OF ) SS: The foregoing instrument was acknowledged before me this day of April, 1994 by Samuel K. Ross, the Vice President of Richland Management, Inc., a Florida corporation, as general partner of Richland Tuscawilla, Ltd., a Florida limited partnership, on behalf of the partnership. He is personally known to me or has produced as identification. Notary Seal Signature of Person Taking Acknowledgment Print Name: Title: Notary Public Seriall-lo. (if any) Commission Expires: STATE OF FLORIDA ) ) SS: ) COUNTY ofU,~ The foregoing instrument was acknowledged before me this~~ day of Apri.l., 1994 by ~'^"- ~ ' the ~~~ ~~C:::~ of PULTE HOME CORPORATION, a Michigan corporatibn, on behalf of the corporation. He is personally known to me or has produced Cl~- identification. Notary Seal ~~~~~ Signature of Person Taking Acknowledgme),lt :\ . Print Name: '6:. ~_:,,-"'.. ~\ '^ ~ VV\.S Title: Notary Public Serial No. (if any) Commission Expires: R:\Real\120D\D-2565 ~'~+ .u. "'~1t Of p.';'~'" GETH WILLIAMS My Commission CC318nO Expires Nov. 20. 1997 Bonded by HAl 800-422-1555 - 4 - . 04 - 28 - 9 4 03: 5 6 P~l FROM WilE R S??: % S C I iY 04/20/i4 10:18 tt40T423l"aS r' :. . .. . e iii 006/00S CONSENT TO ~ NOTI~ OF ASSla~ The und.r.1~.d~ bein9 the Utility under the Ceveloper Agreemen1: hereinabove c1eler1bedl do.. hereby acknowledge notic. and knowledge of the within and foreqoinq ASSIaNMENT and doe. hereby con.ant 1:hereto. SIONBD, SlAtED AND D!LIVDm IN mE: PRE bel or I ~ SIONAT SPRINGS l<IP'ION LOCKCU1F niiD NAME ~~yr: ~~ SIGN XURE MARY T. NORtON 'l'YPEDNAME 1126 EAST STAT~ ROAD 43' HINTZR SPiiNQS, rL ~270B DATmt ~.v~~~ ." CITY SEAL . . ..1 .... --r.. rJ\QM,\l2OD\o.25!' - 5 - . -' \f e e AS~JGNMENT AND ASSUMPTION AGREEMENT THl~ ASSIGNMENT AND ASSUMPTION AGREEMENT, dated effective April a.:tJ-, 1994, by and between RICHLAND TUSCAWILLA, LTD., a Florida limited partnership ("Assignor"), and PULTE HOME CORPORATION, a Michigan corporation ("Assignee"). RECITALS -A. Assignor and Assignee entered into that certain Agreement for Sale and Purchase of Real Property dated November 30, 1993 and subsequently amended by Addendum (collectively the" Agreement") for the sale and purchase of certain real property as more particularly described therein and commonly referred to as Tuscawilla Parcel 61 (the "Property"). B. The Property has been approved for the development of one hundred thirty-eight (138) single-family residential lots ("138 Lots") . C. Simultaneously herewith, Assignor has conveyed fee simple title to the Property to the Assignee. D. In connection with the conveyance by Assignor to Assignee of the Property, Assignor desires to quitclaim unto Assignee all of Assignor's right, title and interest in and to eighty-two and one- half (82.S) Equivalent Residential Connections for sewer (Group I Sewer ERC's) and one hundred thirty-eight (138) Equivalent Residential Connections for water (Group I Water ERC'S) as same are described in that certain Developer Agreement by and between Winter Springs Development Joint Venture (" JV") and the City of Winter Springs dated April 26, 1990, as amended by that certain Addendum to Developer Agreement dated September 17, 1993 (collectively "Developer Agreement"). E. Assignee desires to assume the duties, liabilities and responsibilities of Assignor with respect to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's referenced above, including, but not necessarily limited to, the obligation to deliver a letter of creditor cash deposit (i. e. the "Substitute Collateral") for the foregoing described ERC's as contemplated Section 2.2 of the Development Agreement and Section 4 of the Addendum to Developer Agreement referenced above. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10. 00) and other good and valuable consideration, 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 quitclaim unto Assignee all of the Assignor's right, title and interest in and to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's. - 1 - e e 2. THE 82.5 GROUP I SEWER ERC'S AND THE 138 GROUP I WATER ERC'S ARE BEING QUITCLAIMED "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 82.5 GROUP I SEWER ERC'S AND THE 138 GROUP I WATER ERC'S OR ASSIGNOR'S TITLE THERETO OR RIGHT TO TRANSFER SAME. ASSIGNEE IS HEREBY THUS ACQUIRING THE 82.5 GROUP I SEWER ERC'S AND 138 GROUP I WATER ERC'S BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THE 82.5 GROUP I SEWER ERC'S AND THE 138 GROUP I SEWER ERC'S AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY ASSIGNOR OR ASSIGNOR'S AGENTS OR CONTRACTORS. 3. Assignee hereby accepts the foregoing assignment of the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's and hereby assumes all duties, liabilities and responsibilities of Assignor with respect to (a) the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's; and (b) all obligations of Assignor under the Developer Agreement with regard to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's being assigned herein. 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 by Assignee with respect to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's; (b) this Assignment and Assumption Agreement including any claims which Assignee may have against Assignor due to the assignment contemplated herein; (c) any claims made by the City of Winter Springs from and after the date hereof with respect to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's being assigned herein; (d) all obligations of Assignor under the Developer Agreement with regard to the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC' s being assigned herein including, but not necessarily limited to, the obligation to deliver the Substitute Collateral to the City of Winter Springs; and (e) Assignee's failure to hook-up any of the 82.5 Group I Sewer ERC' sand 138 Group I Water ERC's on or before March 1, 1995 as contemplated in paragraph 2.2 of the Developer Agreement. "Claims" means claims, demands, causes of action, losses, damages, liabi Ii ties, 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 which the Assignor deems appropriate in it's sole discretion; provided, however, no such amendment or modification shall adversely impact the Assignee's utilization of the 82.5 Group I Sewer ERC's or the 138 Group I Water ERC's. - 2 - e e 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, succes sorsand assigns, and (b) construed in accordance wit the laws of the jurisdiction in which the Property is located, without regard to the application of choic~ of law principles, except to the extent such laws are superseded by federal law. 6. Assignor and Assignee hereby acknowledge that the 82.5 Group I Sewer ERC' s and the 138 Croup I Water ERC' 5 are being transferred at an amount not in excess of market value. 7. Assignee hereby acknowledges that it has had an- opportunity to review the Developer Agreement and Assignee assumes all of the Developer's duties and obligations under the Developer Agreement with respect to the Property and the 82.5 Group I Sewer ERe's and the 138 Group I Water ERC's. 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: S ~-.J /J Wit Witness: Wi tness: - 3 - ASSIGNOR: RICHLAND TUSCAWILLA, LTD., a Florida limited partnership By: Richland Management, Inc., a Florida corporation, ::~Je/2- Samuel K. Ross Vice President ASSIGNEE: PULTE HOME CORPORATION, a Michigan corporation By: Name: Title: ,/ e e STATE OF FLORIDA COUNTY OF. j/~~~ .J .,;he foreqoinq instrument "a's acknowledged J,efore me this ":21 ~ day of April, 1994 by Samuel K. Ross, the Vice president of Richland Management, Inc., a Florida corporation, as general partner of Richland Tusca"illa, Ltd., a Florida limited partnership, on behalf of the partnership. He is personally known to me or has produced _ -- as 1dent~fication. ) ) ) ss: Notary Seal J'~O.~ Signature of Person Taking Acknowledgme~t () Print Name~ dU.s frtJ . COf2So Title: Notary public Serial No. (if any) Commission ~~~: OFFICIAL SEAL ! ~~\f{ \ SUSAN D. CORSO ~ ':'&J~: My commission ExpIre. '. "tf#'.. Sept. 6. 1996 '.~.c'tr;'"r..~' comm. No. CC 22636" ......... The foregoing instrument was acknowledged before me thi s day of April, 1994 by , the of PULTE HOME CORPORATION, a Michigan corporation, on behalf of the corporation. Be is personally known to me or has produced as identification. ) ) SS: ) STATE OF FLORIDA coUNTY OF siqnature of Person Taking Acknowledgment Print Name: Title: Notary Public Serial No. (if any) Commission Expires: Notary Seal R:\Real\120D\D-2564 - 4 - e e STATE OF FLORIDA COUNTY OF. iV~~~ .J ~e foregoing instrument ....a.s acknowledged l;:lefore me this 21 ~ day of April, 1994 by Samuel K. Ross, the Vice President of Richland Management, Inc., a Florida corporation, as general partner of Richland 'I'usca\tTilla, Ltd., a Florida limited partnership, on behalf of the partnership. He is personally known to me or has produced -- as 1dent~fication. ) ) ) SS: Notary Seal J~O.~ Signature of Person Taking Acknowledgme~t f) Print Name 1 d uS frtJ . Cof2Sc) Title: Notary Public Serial No. (if any) ,. .-.,.., Comm~ss~on ~~~: OFFICIAL SEAL ! ~~\f! \ SUSAN D. CORSO : '.1;::-r.~ : My commission ExpIre. ... -'ii?~.: Sept. 6. 1996 '.-::.'to:'r..~' Comm. No. CO 226368. e.. ..... STATE OF FLORIDA COUNTY OF ) ) SS: ) The foregoing instrument was acknowledged before me thi s day of April, 1994 by , the of PULTE HOME CORPORATION, a Michigan corporation, on behalf of the corporation. Ee is personally known to me or has produced as identification. siqnature of Person Taking Acknowledgment Print Name: Title: Notary Public Serial No. (if any) Commission Expires: Notary Seal R:\Real\120D'D-256~ - 4 - e e s. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to thi s Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance wit 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. Assignor and Assignee hereby acknowledge that the 82.5 Group I Sewer ERC' s and the 138 Group I Water ERC' s are being transferred at an amount not in excess of market value. 7. Assignee hereby acknowledges that it has had an opportunity to review the Developer Agreement and Assignee assumes all of the Developer's duties and obligations under the Developer Agreement with respect to the Property and the 82.5 Group I Sewer ERC's and the 138 Group I Water ERC's. 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: ASSIGNOR: RICHLAND TUSCAWILLA, LTD., a Florida limited partnership Witness: Witness: By: Richland Management, Inc., a Florida corporation, General Partner By: Samuel K. Ross Vice President e:,,-~ ~~~~ Witness: ASSIGNEE: a ~~CJ . ne s S : " ~ CORPORATION, ame: ...JA WI IF> 0 D ~ ~ A..... Ti tie: ~7re'dN"~ I',.,; Mcf+t:!";..,j/.7~ - 3 - , . - STATE OF FLORIDA COUNTY OF e ) ) ) SS: The foregoing instrument was acknowledged before me this day of April, 1994 by Samuel K. Ross, the Vice President of Richland Management, Inc., a Florida corporation, as general . partner of Richland Tuscawilla, Ltd. , a Florida limited partnership, on behalf of the partnership. He is personally known to me or has produced as identification. Notary Seal STATE OF FLORIDA COUNTY OF<D\~ Signature of Person Taking Acknowledgment Print Name: Title: Notary Public Serial No. (if any) Commission Expires: ) ) SS: ) The foregoing instrument was acknowledged before me thi s:;:l '"1J~ day of AprJ..l, 1994 by -S'..-:-- c....oo ~ ' the C::..~"I.~ 'd' \:--a.<:....+ of PULTE HOME CORPORATION, a Michigan corporation, on behalf of the corporation. He is personallY known to me or has produced as identification. Notary Seal R:\Real\120D\D-2564 \bQ~~\~~ Signature of Person Taking Acknowledgment Print Name: ~~ ~'\',~\"V"--c;. Title: Notary Public Serial No. (if any) Commission Expires: l\"'" '&., ..flifi ..... B.ETH 'I'.~!.L'~M;;) * JI ,""y c"....,.-,..:<::,O" c:::!~ :770 * !C. pll'e~ ~'i::>v. 2.J. 1C:ii" .,~ ~ f-?-~nded by HAl ~Ofp..,,,~ e<:;,J..iZ'-1555 - 4 - '~!-28-94 03:56 PM FROM W~R SPRINGS CITY 04/20/84 10:11 tt407423~S PI' , ,J L - iii OOS/OOS .. CO~SENT TO AND NO~tC! OF ASSr~~ The undera1qned, being the Utility under the Cev.loper Agreement here1nabove delcribed, do.. hereby acknowledge notice and knowledge of the within and foreqoinq ASSIGNMENT and doel hereby con.ent 'thereto. SIGNID, SEALED AND DELIVDED IN TB8/~Ur1 Sl~ 14 KIP'!ON LOCKCUFF 1"n1D NAME ~t: ~~ SIGNATURE 1126 ~ST S~TE ROAD 434 MARY T. NORTON TYPED NAMJ: WI~R SPlINes. rL ~270B DATED: ~" . CITY SEAL -:- ,. rl\REAL\12OD\D-2S64 - 5 -