Assignment and Assumption Agreement
THIS ASSIGNMENT
AND ASSUMPTION AGREEMENT (the “Agreement”) is made as
of October 19, 2006, between Republic WPB LLC
(“Republic”) and the West Palm Beach Community
Redevelopment Agency, acting for itself and on behalf of the City
of West Palm Beach (together, “CRA”).
WHEREAS, Republic
and CRA are parties to that certain Professional Services Agreement
for the City Center Project (RFP No. 08/04-109), dated as of
October 26, 2004, as amended by Amendment No. 1 thereto,
dated as of March 28, 2005 and by Amendment No. 2
thereto, dated as of March 13, 2006 (collectively, the
“Professional Services Agreement”);
WHEREAS, Republic
represents that funds previously received by Republic from CRA were
used solely to pay subcontractor expenses or for purposes of
partial reimbursement of Republic’s out of pocket
expenses;
WHEREAS, upon the
terms and subject to the conditions specified herein and as of the
date hereof, Republic has agreed to contribute, assign, transfer
and convey to CRA all of its right, title and interests in the
Professional Services Agreement; and
WHEREAS,
capitalized terms used herein and not otherwise defined shall have
the meanings specified in the Professional Services
Agreement.
NOW, THEREFORE, in
consideration of the premises and for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Republic and CRA hereby covenant and agree as
follows:
1. Assignment
and Assumption. Upon the terms and subject to the conditions
specified herein and as of the date hereof, Republic hereby
contributes, assigns, transfers and conveys all of its rights under
the Professional Services Agreement and CRA hereby accepts all of
such rights and assumes all of Republic’s obligations and
liabilities under the Professional Services Agreement.
2. Third
Party Obligations; Payment to Republic, Without limiting the
foregoing, CRA hereby assumes and agrees to pay, honor, discharge
and perform, as the case may be, in a timely manner and in
accordance with their respective terms, all of the liabilities and
obligations of Republic to Catalfumo Construction &
Development, Song and Associates, Ardaman & Associates, and/or
Cushing Demolition with respect to the Professional Services
Agreement, including but not limited to all responsibility for
amounts incurred to date, or to be incurred in the future. The
foregoing includes full responsibility for payment by CRA in full
of all amounts set forth in Republic’s requisition dated as
May 17, 2006 with respect
1
to Catalfumo
Construction & Development, Song and Associates, Ardaman &
Associates, and/or Cushing Demolition. CRA agrees to indemnify and
otherwise hold Republic harmless as to any and all obligations as
to Catalfumo Construction
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