Agenda - Council - 11/12/2013 - Laserfiche WebLink

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and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Definitions. Except as otherwise provided in this Assignment, the terms defined in the Development Contract shall have the same meaning when used in this Assignment. 2. Assinment. Ramdance hereby transfers, assigns and conveys to Assignee all of Ramdance's right, title and interest in, to and under the Development Contract, except for those rights specifically retained by Ramdance as set forth in this Assignment and further except that Ramdance and Assignee retain any rights to construct Zeolite Street that exist under the Development Contract in the event that the City does not construct Zeolite Street. 3. Assumption. Assignee hereby assumes any and all of Ramdance's obligations under the Development Contract and agrees to perform and be bound by all terms, covenants and conditions of the Development Contract, except for those obligations specifically retained by Ramdance as set forth in this Assignment. 4. Ramdance's Liability under the Development Contract. Except for the rights and obligations under the Development Contract specifically retained by Ramdance as set forth in this Assignment, Ramdance shall be discharged from all obligations, responsibilities and liabilities of Secondary Developer that accrue under the Development Contract from and after the Effective Date. 5. Indemnification. Ramdance hereby agrees to indemnify and hold Assignee harmless from and against any and all liabilities, claims, damages, costs and expenses (including, without limitation, reasonable attorney's fees, expenses and court costs) arising from or relating to Ramdance's actions or the obligations of Secondary Developer accruing under the Development Contract prior to the Effective Date and Ramdance's obligations under this Assignment. Assignee hereby agrees to indemnify and hold Ramdance harmless from and against any and all liabilities, claims, damages, costs and expenses (including, without limitation, reasonable attorney's fees, expenses and court costs) arising from or relating to Assignee's actions or the obligations of Secondary Developer accruing under the Development Contract from and after the Effective Date, except for those obligations specifically retained by Ramdance as set forth in this Assignment. 6. Financial Guarantees. Assignee shall be responsible for depositing the letter of credit with the City on or before the Effective Date in the amount of $1,293,422.00 to secure performance of the Requirement Improvements — Site Plan. Assignee shall also be responsible for depositing the letter of credit with the City on or before the Effective Date in the amount of $570,000.00 to secure performance of the Stage I Improvements — Plat. Assignee shall continue to be responsible for any required renewals of these letters of credit. Assignee shall be responsible for all other financial guarantees under the Development Contract including financial guarantees for maintenance of the Required Improvements --- Site Plan, Stage I Improvements — Plat and landscaping. 7. Payment of Inspection Fees. Ramdance shall be responsible for the payment of the following inspection fees under the Development Contact into two separate escrow accounts maintained by the City on or before the Effective Date: 2