12-11-2017 Council Packet - Laserfiche WebLink

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10429233v2 2 NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Section 8.2 of the Development Agreement allows the Assignor to assign its rights and duties under the Development Agreement to another entity if: (a) the proposed transferee has the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in the Development Agreement by the Assignor; and (b) any proposed transferee expressly assumes all of the obligations of the Assignee under the Development Agreement and agrees to be subject to all the conditions and restrictions to which the Assignor is subject to. The Assignor hereby assigns to the Assignee all of its right, title and interest under and pursuant to the Development Agreement and the TIF Note. In connection with the foregoing, the Assignor has endorsed and delivered to the Assignee the TIF Note. 2. Assignor warrants and represents to Assignee that it has the right to exercise and deliver this Assignment, subject to the Authority’s consent to such assignment as required by Section 8.2 of the Development Agreement. The execution of this Assignment and performance and observance of its terms hereof have been duly authorized by necessary company action and do not contravene or violate any provision of Assignor’s organizational documents. a. the outstanding principal balance on the TIF Note as of the date hereof is $1,200,000.00. b. It has made no prior assignments of the TIF Note or the Development Agreement (other than a collateral assignment to Assignor’s lender, which shall be released as of the date of this Assignment). c. The Development Agreement and the TIF Note are valid and enforceable agreements and are in full force and effect on the date hereof, subject to no defenses, setoffs or counterclaims whatsoever. d. Assignor has not received any written notice alleging that there exists any event, condition or occurrence which constitutes, or which with notice and/or the passage of time would constitute, a breach of or default under any terms or conditions of any of the TIF Note or the Development Agreement, which have not been cured. To the best of Assignor’s knowledge, all covenants, conditions and agreements have been performed under the TIF Note and the Development Agreement as required therein, except those not due to be performed until after the date hereof. e. Assignor has filed all tax returns required to be filed and either paid all taxes shown thereon to be due, including interest and penalties, which are not being contested in good faith and by appropriate proceedings, and Assignor has no knowledge of any objections or claims for additional taxes in respect to federal tax or excise profit tax returns for prior years. 3. The Assignee hereby accepts the assignment of the Development Agreement and assumes all of the remaining obligations of the Developer under the Development Agreement,