HomeMy WebLinkAboutIntomm, Inc. (3) -1994 09 01
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ASSIGNMENT AND ASSUMPTION AGREEMENT
FOR WATER Al~D SEWER CONNECTIONS
(16 Group I ERCs)
This Assignment and Assumption Agreement, dated as of the _ day of September, 1994, is
made by and between INTOMM, INC., a Delaware corporation ("Intomm") and ROBERT A.
YEAGER, Trustee ("Yeager)":
WITNESSETH:
WHEREAS, Yeager and Intomm entered into that certain Purchase and Sale Agreement
("Agreement") dated Jtme 4, 1993 for the sale and purchase of certain property, as more particularly
descnbed in Exlnbit A (the "Intomm Property"); and
WHEREAS, Yeager has certain rights and obligations tmder 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 selVe the Intomm Property; and
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 htmdred (300)
Equivalent Residential Connections (Group I ERCs) as defined in the Developer Agreement; and
WHEREAS, in connection with the Assignment and Assumption Agreement for Water and
Sewer Connections dated as of the 9th day of September, 1993 Intomm has re-assigned to Yeager all
of Intomm's right, title and interest in and to :fifty (50) Equivalent Residential Connections (Group I
ERCs) as defined in the Developer Agreement; and
WHEREAS, the parties have agreed that Yeager shall re-assign to Intomm sixteen (16) 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 parties do hereby covenant and agree as follows and take the
following actions:
1. Yeager does hereby assign and transfer to Intomm, all of Yeager's rights, title and
interest in and to sixteen (16) Group I ERCs as defined above.
2. The sixteen (16) 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. Yeager specifically disclaims any warranty, guaranty or
representation, oral or written, past or present, express or implied concerning the sixteen (16) Group I
ERCs.
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3. Intomm hereby accepts the foregoing assignment of the sixteen (16) Group I ERCs and
hereby assumes all duties and obligations of Yeager with respect to (a) the sixteen (16) Group I ERCs;
and (b) all rights and obligations of Yeager under the Developer Agreement with regard to the sixteen
(16) Group I ERCs being assigned herein. Intomm shall defend, indemnifY and hold harmless Yeager
from and against any and all "Claims" asserted against or incurred by Yeager in connection with (a) any
acts or omissions, with respect to the sixteen (16) Group I ERCs accruing after the date hereof; (b) this
Assignment and Assumption Agreement; (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 sixteen (16) Group I ERCs; and (d) all obligations of Yeager under the Developer
Agreement with regard to the sixteen (16) 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 Developers Agreement and assumes 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 Developers
Agreement and assumes the Developers duties and obligations under the Developers 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 Developers obligations with regard to the sixteen (16) Group I
ERCs being assigned.
4. It is hereby agreed and understood that by the foregoing assignment Yeager 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 Intomm for approvaL which approval shall not be unreasonably withheld.
Intomm shall not withhold approval if the amendment or modification does not affect in any manner,
Intomm's rights in and to the sixteen (16) 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 ot: 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 sixteen (16) Group I ERCs being assigned herein will be utilized in conjunction
with the development of the property within the Tuscawilla PUD. The transfer descnbed herein
constitutes a reallocation of 4,800 gallons/day of sewer capacity and 8,000 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 descnbed herein. To the best of Assignee's knowledge,
Assignor is not realizing a profit in the assignment of the capacity descnbed 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
in the presence of:
YEAGER
~. WNC-A-N .:rClN E.5
Type or Print Name
~-J4.WLJ
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INTOMM, INC.~ /)"
::~war. ~;r;tt~
Its " /1, vf.( I //V1A
~ L~A~c R.. ~~ (>tA~~R\
Type or Print Name
~.{a/11V lv1wrmftJ
--:.Diane K. DCIl/#1AI'-I
Type or Print Name
INTOMM
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was acknowledged before me this ?2!!:day of ~ ' 1994 by Robert
A Yoager. Trusree. He is ~yknown by me and did n~ an ~ /1 _
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..:JU~/C 5w~~/vA.-v
Typed or Printed Name
Notary Public, State and County
aforesaid
Commission Number:
My Commission Expires:
.<'~tt- JUUE SUlLNAN
W~:r i"\ MY COMUISSKIN I CC 274718
... EXJIIlIIE8: AId e, 1117
IanIlId lIlnI"" NlIc lbInIlIn
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STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this 5 .~ of () ~ A./ , 1994 by Burton
A Bines, the President of Intomrn, Inc., a Delaware corporation, on behalf of the corporation. He is personally known by
me and did not take an oath.
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if. /..iEIffJor< .6 ~ LA 1> r:;. Rr:.
Typed or Printed Name
Notary Public, State and County aforesaid
Commission Number: c..c I ~.5 :5 o-U
My Commission Expires:
MO!MY PuaLIC S'l'ATE C1F FLOIUDA
MY' CCMfiSSIOII EXP. 1a;. 7,1995
BOtmED THRU G!JE1W, IllS. UJI).
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 confums and
states as follows to Intomm and its 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 Intomm) to comply with the terms and conditions of the Developer Agreement
shall in no way affect the ERCs assigned to Intomm hereunder or the rights ofIntomm, its successors,
assigns and mortgagees under the Developer Agreement. "Developer" is used as it is defined in the
Developer Agreement.
3. The Developer Agreement IS m full force and effect, and there have been no
amendments or modifications thereto.
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Type or Print Name
By:
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Xi/"'> L",jc~ If
Type or Prin ame
t~,/ ;;rtv;:J/.() Jf.K.
Typed or Printed Name
City Manager
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this & ~ day of ()(]I~1 -L., 1994 by
-:)0 h tU 60\"('1 eo \.\. h K , the City Manager of The City of Winter Springs, a Florida municipal corporation, on
behalf of the corporation. He/she is personally known by me and did not take an oath.
0lttLff~- 4p)V1~.<1)
J
ft'IA~b-O fh. ~()pKi K)~
Typed or Printed Name
Notary Public, State and County aforesaid
Commission Number:
My Commission Expires:
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MARGO M HOPKINS
My Comrnl.Ion cc.c00745
Expir- Aug. 28, 11198
Bonded by ANB
800-852-5878
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