HomeMy WebLinkAboutIntomm, Inc. (2) -1993 09 09
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ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR WATER AND SEWER CONNECTIONS
(50 Group I ERCs)
This Assignment and Assumption Agreement, dated as of the 9th day of September,
1993, is made by and between INTOMM, INC., a Delaware corporation ("Intomm") and
ROBERT A YEAGER, Trustee ("Yeager"):
WIT N E SSE T H:
WHEREAS, Yeager and Intomm 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 "Intomm Property"); and
WHEREAS, Yeager 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 Intomm
Property; and
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WHEREAS, in connection with the sale of the Intomm Property by Yeager to
Intomm, Yeager has transferred to Intomm all of Yeager's right, title and interest in and
to three hundred-Hfty-(300) Equivalent Residential Connections (Group I ERCs) as defined
in the Developer Agreement; and
WHEREAS, the parties have agreed that Intomm shall re-assign to Yeager fifty (50)
of the Group I ERCs, as provided hereinafter;
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. Intomm does hereby assign and transfer to Yeager, all of Intomm's rights, title
and interest in and to fifty (50) Group I ERCs as defined above.
2. The fifty (50) 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. Intomm specifically
disclaims any warranty, guaranty or representation, oral or written, past or present, express
or implied concerning the fifty (50) Group I ERCs.
3. Yeager hereby accepts the foregoing assignment of the fifty (50) Group I
ERCs and hereby assumes all duties and obligations of Intomm with respect to (a) the fifty
(50) Group I ERCs; and (b) all rights and obligations of Intomm under the Developer
Agreement with regard to the fifty (50) Group I ERCs being assigned herein. Yeager shall
defend, indemnify and hold harmless Intomm from and against any and all "Claims" asserted
against or incurred by Intomm in connection with (a) any acts or omissions, with respect to
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the fifty (50) 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 fifty (50) Group I ERCs; and (d) all obligations of Intomm under the
Developer Agreement with regard to the fifty (50) 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. 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 fifty (50) Group I
ERCs being assigned.
4. It is hereby agreed and understood that by the foregoing assignment Intomm
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 such
amendment or modification has first been provided to Yeager for approval, which approval
shall not be unreasonably withheld. Yeager shall not withhold approval if the amendment
or modification does not affect in any manner, Yeager's rights in and to the fifty (50) 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 fifty (50) 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 15,000 gallons/day of sewer capacity and
25,000 gallons/day of water and 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.
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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
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Type or Print Name
~~~~
ROBERT
YEAGER
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Type or Print Name
By:
Its
INTOMM
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 9th day of September,
1993 by Robert A. Yeager, Trustee. He is personally known by me and did not take an
oath.
ce
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Notary Public, State and County
aforesaid
Commission N
My commissio
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STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this 9th day of September,
1993, by Burton A Bines, the President of Intomm, Inc., a Delaware corporation, on behalf
of the corporation. He is personally known to me and did not take an oath.
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Typed or Printed ame _ -- -
Notary Public, County and State
aforesai ......~..;...... LYNNE M. REYNOLDS
Commis dfi ~ . b.. COMMISSION' CC 184656
My co :: o. )~~::.~
JI".""_,,
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 Yeager and his successors, assigns and mortgagees:
1. The City consents to the Assignment.
2. The failure of any successor or assign of the Developer under the Developer
Agreement (other than Yeager) to comply with the terms and conditions of the Developer
Agreement shall in no way affect the ERCs assigned to Yeager hereunder or the rights of
Yeager, his successors, assigns and mortgagees under the Developer Agreement.
"Developer" is used as it is defined in the Developer Agreement.
3. Yeager'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 and No/IOO 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.
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4. The Developer Agreement is in full force and effect, and there have been no
amendments or modifications thereto.
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Type or Print Name
STATE OF FLORID
COUNTY OF SEMINOLE
CITY OF WINTER SPRINGS, a Florida
municipal corp ation
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By:
The foregoing instrument was acknowledged before me this b tAl day of
~D~e-~ ,199!tby -:S-c)-h..~ f""1h'{tlPl\ l\\<.. , the City Manager of
The City of Winter Springs, a Florida mumcipal corporation, on behalf of the corporation.
He / she is ,.2ersonally known to me or produced as
identification and did not take an oath.
\MFD\LMR3288 145588/102 IJAXBOSI MFD:lmr
9/9/93;8:22pm
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Typed or Printed Name
Notary Public, County and State
aforesaid
Commission Number
My commission expires:
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MARGO M HOPKINS
My Commlealon CC403745
Expire. Aug. 28, 1W8
Bonded by ANB
800-852-5878
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EXHIBIT A
TO ASSIGNMENT AND ASSUMPTION AGREEMENT
Legal Description
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Parcel 2(A)
Legal Description
That part of the map of the Phillip R. Yonge Grant, as recorded
in Plat Book 1, Pages 35 through 38 of the Public Records of
Seminole County and that part of section 5, Township 21 South,
Range 31 East, Seminole County, Florida, described as follows:
Commence at the Northeast corner of section 8, Township 21 South,
Range 31 East, Seminole County, Florida, thence run SOo024'55"E
along the East line of the Northeast 1/4 of said section 8 for a
distance of 205.56 feet to the Northerly right-of-way line of the
Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W);
thence run N54034'57"W along said Northerly right-of-way line for
a distance of 293.14 feet to a point on a curve concave
Southwesterly having a radius of 1959.19 feet and a chord bearing
of N66056'09"W; thence run Northwesterly along the arc of said
curve and said Northerly right-of-way line through a central
angle of 24044'10" for a distance of 845.83 feet to the point of
tangency; thence run N79018'14"W along said Northerly right-of-
way line for a distance of 162.82 feet to the POINT OF BEGINNING;
thence continue N79 0 18' 14"W along said Northerly right-of-way
line for a distance of 528.44 feet to the point of curvature of a
curve concave Southwesterly having a radius of 2612.09 feet;
thence run Northwesterly along the arc of said curve and said
Northerly right-of-way line through a central angle of 11046'38"
for a distance of 536.92 feet to the point of tangency; thence
run S88 0 55' 08"W along said Northerly right-of-way line for a
distance of 96.48 feet to the Easterly right-of-way line of
proposed vistawilla Drive and a point on a curve concave
Southeasterly having a radius of 460.00 feet and a chord bearing
of N44053' 28"E; thence run Northeasterly along the arc of said
curve and said Easterly right-of-way line through a central angle
of 69000' 18" for a distance of 554.01 feet to the point of
reverse curvature of a curve concave Northwesterly having a
radius of 790.00 feet and a chord bearing of N44050'50"E; thence
run Northeasterly along the arc of said curve and said Easterly
right-of-way line through a central angle of 69005'33" for a
distance of 952.65 feet to a point of non-tangency; thence
leaving said Easterly right-of-way line run S89 032' 22"E along a
non-radial line for a distance of 1039.34 feet to the Westerly
right-of-way line of the Black Hammock Branch of the Seaboard
Coastline Railroad; thence run S06021'38"W along said Westerly
right-of-way line for a distance of 525.90 feet to the point of
curvature of a curve concave Westerly having a radius of 552.67
feet and a chord bearing of S12032'48"W; thence run Southwesterly
along the arc of said curve and said Westerly right-of-way line
through a central angle of 12022'20" for a distance of 119.34
feet to a point on a curve concave Northwesterly having a radius
of 656.13 feet and a chord bearing of S51012'30"W; thence run
Southwesterly along the arc of said curve and said Westerly
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right-of-way line through a central angle of 77002' 04" for a
distance of 882.17 feet to a point on a curve concave Northerly
having a radius of 799.85 feet and a chord bearing of
N85021'14"Wi thence run Northwesterly along the arc of said curve
and said Westerly right-of-way line through a central angle of
12005'59" for a distance of 168.91 feet to the Point of
Intersection of said Westerly right-of-way line with the
Northerly right-of-way line of said Lake Charm Branch of the
Seaboard Coastline Railroad right-of-way and the POINT OF
BEGINNING.
TUS1
08/30/93
LEGL/LEGL6364
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Parcel 2(B)
Legal Description
Commence at the Northeast corner of section 8, Township 21 South,
Range 31 East, Seminole County, Florida, thence run SOo024'55"E
along the East line of the Northeast 1/4 of said section 8 for a
distance of 205.56 feet to the Northerly right-of-way line of the
Lake Charm Branch of the Seaboard Coast Line Railroad (100' R/W);
thence run N54034'57"W along said Northerly right-of-way line for
a distance of 293.14 feet to a point on a curve concave
Southwesterly having a radius of 1959.19 feet and a chord bearing
of N66056'09"W; thence run Northwesterly along the arc of said
curve and said Northerly right-Of-way line through a central
angle of 24044'10" for a distance of 845.83 feet to the point of
tangency; thence run N79 0 18' 14"W along said Northerly right-of-
way line for a distance of 691.26 feet to the point of curvature
of a curve concave Southwesterly having a radius of 2612.09 feet;
thence run Northwesterly along the arc of said curve and said
Northerly right-of-way line through a central angle of 11046'38"
for a distance of 536.92 feet to the point of tangency; thence
run S88 0 55' 08"W along said Northerly right-of-way line for a
distance of 178.11 feet to the Westerly right-of-way line of
proposed vistawilla Drive and the POINT OF BEGINNING; thence run
N10023' 19"E along said Westerly right-of-way line for distance
of 16.23 feet to the point of curvature of a curve concave
Southeasterly having a radius of 540.00 feet; thence run
Northeasterly along the arc of said curve and said Westerly
right-of-way line through a central angle of 02037'17" for a
distance of 24.71 feet; thence run S88055'08"W along a non-radial
line for a distance of 190.00 feet; thence run N54035'37"W for a
distance of 329.61 feet; thence run N15009'35"E for a distance
of 65.02 feet; thence run S77005'06"E for a distance of 390.41
feet; thence run S54041'21"E for a distance of 114.37 feet to a
point on a non-tanget curve concave Southeasterly having a radius
of 540.00 feet and a chord bearing of N51 037' 16"E; thence run
Northeasterly along the arc of said curve and along the aforesaid
Westerly right-of-way line through a central angle of 55032'41"
for a distance of 523.50 feet to the point of reverse curvature
of a curve concave Northwesterly having a radius of 710.00 feet
and a chord bearing of N71054'55"E; thence run Northeasterly
along the arc of said curve and said Westerly right-of-way line
through a central angle of 14057'22" for a distance of 185.33
feet; thence leaving said westerly righ-of-way line run
N30022'39"W along a non-radial line for a distance of 356.04
feet; thence run N89052'39"W for a distance of 2100.00 feet;
thence NOoo07'21"E for a distance of 100.00 feet; thence
N89052'39"W for a distance of 1465.59 feet more or less to the
centerline of Howell Creek; thence run Southerly along the
centerline of Howell Creek for a distance of 1200 feet more or
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less to the Northerly right-of-way line of Lake Charm Branch of
the Seaboard Coastline Railroad; thence run N88055' 08"E along
said right-of-way line for a distance of 3170 feet more or less
to the POINT OF BEGINNING.
TUS1
08/27/93
LEGL/LEGL6364