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Bk Vol P9 <br />13028582 OPR 4728 654 <br />AGREEMENT <br />Now, therefore, for good and valuable consideration, the receipt and sufficiency of which <br />are hereby acknowledged, the parties agree as follows: <br />1. Assignment of Rights. Effective upon closing of the sale of the Capstone Property <br />from Assignor to Assignee (the "Closing "), and only if the Closing occurs, Assignor hereby <br />assigns to Assignee all of its right, title and interest in, to and under the Development Agreement <br />with respect to the Capstone Property. Assignor hereby represents and warrants that Assignor is <br />not currently in default under the Development Agreement, and, to Assignor's knowledge, the <br />City is not currently in default under the Development Agreement. City hereby confirms that, to <br />its knowledge, Assignor is not currently in default under the Development Agreement and that <br />the City is not currently in default under the Development Agreement . <br />2. Assumption of Responsibilities. Effective upon the Closing, and only if the Closing <br />occurs, Assignee assumes and agrees to be bound by and liable for all of the covenants, <br />warranties, representations and agreements to be observed or performed under the Development <br />Agreement with respect to the Capstone Property from and after the Closing, with the same <br />effect as though Assignee was the original and named developer under the Development <br />Agreement with respect to the Capstone Property. Assignee acknowledges receipt of a copy of <br />the Development Agreement which was previously provided to Assignee, and Assignee has read <br />and fully understands the Development Agreement. <br />3. Retained Rights and Responsibilities. Assignor retains all right, title and interest in, <br />to and under the Development Agreement with respect to Assignor's Remaining Property. <br />Assignee has no liability whatsoever for performance of Assignor's covenants, warranties, <br />representations and agreements to be observed or performed by the Assignor under the <br />Development Agreement with respect to Assignor's Remaining Property, whether required to be <br />performed before or after the Closing. Assignor has no liability whatsoever for performance of <br />Assignee's covenants, warranties, representations and agreements to be observed or performed <br />by the Assignee under the Development Agreement with respect to the Capstone Property after <br />the Closing. Assignee has no liability whatsoever for performance of Assignor's covenants, <br />warranties, representations and agreements to be observed or performed by the Assignor under <br />the Development Agreement with respect to the Capstone Property prior to the Closing. No <br />failure by Assignor to fully comply with any and/or all requirements under the Development <br />Agreement applicable to Assignor's Remaining Property after the Closing shall constitute a <br />default under the Development Agreement with respect to the Capstone Property or in any other <br />manner suspend, delay, terminate, modify the right of Assignee to pursue development of the <br />Capstone Property in accordance with the Development Agreement. <br />4. Density Allocation. Effective upon Closing: <br />4.1. Of the Permitted Project Density set forth in Section 2(a) of the Development <br />Agreement, 194 Lots/Units are exclusively allocated to the Capstone Property. The remaining <br />Lots/Units are allocated to Assignor's Remaining Property, subject to the requirements of the <br />