EXHIBIT B - ASSIGNMENT AND ASSUMPTION AGREEMENT
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This instrument was prepared by
and should be returned to:
R. James Robbins, Esq., of
Hill, Ward & Henderson, P.A.
Suite 3700 - Bank of America Plaza
101 East Kennedy Boulevard
Tampa, FL 33602
EXHIBIT B
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made
and entered into to be effective as of the -1f:-day of j~' , 2000, by and between
IMRGLOBAL CORP., a Florida corporation, formerly known as Information Management
Resources, Inc. ("Assignor"), and S & P PROPERTIES, L.c., a Florida limited liability company
("Assignee").
WIINESSEIH:
WHEREAS, pursuant to the terms and conditions of that certain Agreement for the Sale
of Property dated March 10, 2000 (the "Sale Agreement"), by and between Assignor and Paul
Simone or Assigns ("Simone"), which Sale Agreement was subsequently assigned by Simone to
Assignee on April 12, 2000, the Assignee has purchased from the Assignor all of Assignor's
right, title and interest in and to and has assumed all Assignor's obligations under that certain
Agreement for Development and Disposition of Property - IMR-Site II by and between Assignor
and the Community Redevelopment Agency of Clearwater (the "Agency") dated October 27,
1998 (the "Development Agreement"), a memorandum of which is recorded in Official Records
10299, at Page 511, of the Public Records of Pinellas County, Florida, as amended by that
certain First Amendment to the Development Agreement dated J~~ L ~. , 2000 (the "First
Amendment"), relative to certain real property located in Pinellas County, Florida, which is more
particularly described in the Purchase Agreement; and
WHEREAS, the Purchase Agreement contemplates that the Assignor shall transfer to the
Assignee all of the Assignor's obligations, responsibilities, right, title and interest in and to the
Development Agreement as herein provided.
NOW, THEREFORE, in consideration of the sum ofTen and NolIOOths Dollars ($10.00)
and other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.
reference.
The foregoing recitals are true and correct and are incorporated herein by
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2. The Assignor hereby assigns to the Assignee, and the Assignee hereby accepts
from the Assignor, all of the Assignor's right, title and interest in and to the Development
Agreement as of the date hereof, together with Assignor's interest in any deposits, which may
have been paid by Assignor relating thereto.
3. The Assignee, on and after the date hereof, hereby assumes the performance of
all of the terms, covenants, obligations and conditions imposed upon the Assignor pursuant to
the Development Agreement and agrees to perform all of the terms, covenants, obligations,
duties and conditions required of it pursuant to the Development Agreement in all respects and
with the same effect as though the Assignee had executed the Development Agreement as the
Developer originally named therein.
4. The Assignee hereby agrees to defend and indemnify the Assignor against and to
hold the Assignor harmless from any and all claims, demands, actions, causes of action, losses,
damages, liabilities, costs or expenses (including, without limitation, reasonable attorneys' fees)
incurred as a consequence of any alleged default, breach, act or occurrence brought against or
suffered by the Assignor that occurs or may be alleged to occur with respect to any default or
breach by the Assignee of any and all of the obligations and responsibilities so assumed on and
subsequent to the date of this Agreement.
5. This Agreement may be executed in any number of counterparts, each of which,
when executed and delivered, shall be an original, and such counterparts together constitute one
and the same instrument. Signature and acknowledgment pages may be detached from the
counterparts and attached to a single copy of this document to physically form one document.
6. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their heirs, personal representatives, successors and assigns.
7. In the event of any litigation between the parties arising out of this Agreement,
the prevailing party shall be entitled to recover all costs incurred, including without limitation
reasonable attorneys' and paralegals' fees and costs, whether such fees and costs are incurred at
trial, on appeal or in any bankruptcy proceedings.
8. Assignor and Assignee each knowingly, voluntarily and intentionally waive any
right that either of them may have to trial by jury with respect to any litigation or legal
proceeding based upon or arising directly, indirectly or otherwise in connection with, out of,
related to or from this Agreement including, by way of example but not limitation, any course of
conduct, course of dealings, verbal or written statements or acts or omissions of either party
which in any way relate to this Agreement. Further more, Assignor and Assignee agree that they
will not seek to consolidate any such action in which a jury trial has been waived with any other
action in which a jury trial cannot or has not been waived. The parties hereto have specifically
discussed and negotiated for this waiver and understand the legal consequences of it.
9. This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida. The parties hereby consent to jurisdiction and venue in Pinellas County,
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Florida, and agree that such jurisdiction and venue shall be sole and exclusive for any and all
actions or disputes related to this Agreement or any related instruments.
IN WITNESS WHEREOF, the Assignor and Assignee have executed this Agreement to
be effective as of the date first above written.
Name:
Name:
IMRGLOBAL CORP., a
Florida corporation
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KQI!(i'Jt-r /J.1. /1Iou.,c~
a.f'D
By:
Name:
Title:
(Corporate Seal)
-:. .,
-:::.::: --
"ASSIGNOR"
S & P PROPERTIES, L.C., a Florida limited
liability company
By its general partner:
(seal)
Name:
(Notary blocks begin on the following page.)
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Florida, and agree that such jurisdiction and venue shall be sole and exclusive for any and all
actions or disputes related to this Agreement or any related instruments.
IN WITNESS WHEREOF, the Assignor and Assignee have executed this Agreement to
be effective as of the date first above written.
Signed, sealed and delivered
in the presence of:
IMRGLOBAL CORP., a
Florida corporation
Name:
By:
Name:
Title:
Name:
(Corporate Seal)
"ASSIGNOR"
S & P PROPERTIES, L.c., a Florida limited
liability company
Name #&'0
>>r"~
By its general paftner!et
~ .~
Name:" . S\l~~'f\ ,~
(seal)
(Notary blocks begin on the following page.)
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STATE OF FLORIDA
COUNTY OF PINELLAS
The .J<regoing instrument was ac.knowledged before me this g! day of J ~,
2000, by bl~ M. (Y)ue~~, as CPO ofIMRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She i~ersonanylnownJo me or has
produced - as identification. '
\
~ Shirley R
~Comml6 I eth
· . Slon #00
ElPt1'e. Mar 29 801383
Bonded ''I'L! 2003
AIJ_iltJo Bon~ "l'U
g Co., 100.
Notarx
S).ll.)~ Rvrl.
(Type, Print or St,hmp Name)
My Commission Expires: ...3 P.i /0 :)
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
2000, by , a general partner of S & P PROPERTIES, INC., a
Florida limited liability company, on behalf of the company. He/She is personally known to me
or has produced as identification.
Notary Public
(Type, Print or Stamp Name)
My Commission Expires:
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this _ day of
2000, by , as ofIMRGLOBAL CORP., a
Florida corporation, on behalf of the corporation. He/She is personally known to me or has
produced as identification.
Notary Public
(Type, Print or Stamp Name)
My Commission Expires:
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this /5 ~ay of jU/ftY,
200~, b~'~r: ~.' (Y':6 n ~.J , a general partne~S &.p PR~ .JNc., a
Flonda hmlted hablhty company, on behalf of the company.(jiJShe Is~umtlly kno~ to me
or has produced as identification. "., - ..-__--~
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~~y.r~... DENISE FALZERANO I
~tA"f*~ MY COMMISSION # CC 805268 i
~~tf.W EXPIRES: January 28, 2(;03 .,1 i.
'"'Rf.,~''' Bonded Thru Notary Public Und'!"t'Iri1r.iS
~
~ ., ~..:;2;' ;J
. ~~/ZLI;',t-:"tu~J
Notary Public . (/
:J) eV\ lSe.- '( Dt \"2 erQ DO
(Type, Print or Stamp Name)
My Commission Expires:
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SCHEDULE A TO EXHIBIT B
CONFIRMATION OF CONSENT BY AGENCY TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
The COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, FLORIDA (the "Agency"), hereby consents to the assignment by
IMRGLOBAL CORP. ("Assignor") to S & P PROPERTIES, L.C. ("Assignee") of all of the
Assignor's right, title and interest in and to the Development Agreement as of the date hereof.
The Agency further consents to the Assignee's assumption of the performance of all the terms,
covenants, obligations and conditions imposed upon the Assignor pursuant to the Development
Agreement.
IN WITNESS WHEREOF, the Agency hereby causes this consent to be executed as of
the ~ day of i~ ,2000.
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER, FLORIDA
By w~
Brian J. Au
Chairperson
Ar1Was to form:
Pamela K. Akin
City Attorney
Attest:
C. 2'
J~(~ .
Cynthi~. . Goudeau
City Cletk
fL. Q. .
.
" Agency"
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