HomeMy WebLinkAboutFDP CD, LLC-Consent to Transfer and Assignment-06.23.2008 4t.e. . P-oag -s-3 8'
CONSENT TO TRANSFER AND ASSIGNMENT
This Consent to Transfer and Assignment(the "Consent") is entered into as of June
3 , 2008, by and between the City of Waterloo, Iowa("City") and FDP CD, L.L.C.
("Assignee").
RECITALS
A. City and Waterloo Industries, Inc. ("WI") entered into a certain Agreement for
Assembly, Improvement, and Sale of Land for Private Redevelopment(the
"Development Agreement") dated , 1997, concerning the
development and use of real property as described therein (the"Premises").
B. WI desires to sell the Premises to Assignee, and Section 502 of the Development
Agreement prohibits WI from selling the Premises without the prior written
approval of City, which approval City may condition upon specified terms.
C. City has reviewed the qualifications of Assignee and other instruments and
information relating to the proposed transfer, and, subject to the terms of this
Agreement, City is willing to consent to sale and the transfer of WI's contractual
duties to Assignee.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. Assignee does hereby agree, upon taking title to the Premises (the date Assignee
takes title to the Premises is the "Transfer Date"), to assume all duties of performance owed by
WI as "Redeveloper" under the Development Agreement, including but not limited to the
covenants and obligations set forth in any agreement or instrument ancillary or collateral to the
Development Agreement, which agreements include the Minimum Assessment Agreement
between City and WI. Assignee agrees to use the Premises only as authorized by and in
compliance with the Downtown Waterloo Urban Renewal and Redevelopment Plan, as amended.
2. City does hereby approve and consent to the transfer of ownership of the Premises
from WI to Assignee and to Assignee's assumption of, and to WI's release from, WI's
responsibilities arising under the Development Agreement on or after the Transfer Date, subject
to no term, condition, or covenant other than those set forth in this Agreement. As of the
Transfer Date, City does further release MasterBrand Industries, Inc., guarantor of the
performance of WI under the Development Agreement, from any further obligation in connection
with the Development Agreement.
3. This is the entire and integrated agreement of the parties with respect to the
subject matter hereof. It is binding upon and shall inure to the benefit of the parties and their
respective successors and assigns. This Agreement may not be amended except in a written
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instrument signed by both parties. This Agreement may be signed in any number of counterparts,
each of which, including signatures transmitted by facsimile or other electronic means, shall be
deemed an original and all of which, when taken together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Consent to Transfer and
Assignment by their duly authorized representatives as of the date set forth above.
CITY OF WATERLOO, IOWA FDP CD, L.L.C.
By: By:
Timothy J. , Mayo itle: �j ay,g ,i
Atte . ( �
Nancy cke ity Clerk
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