ASSIGNMENT AND ASSUMPTION OF APPURTENANT RIGHTS
THIS ASSIGNMENT AND ASSUMPTION OF APPURTENANT RIGHTS
(“Assignment”) is made and entered into as of February ___, 2015, by and between BG VISTA
STATION, L.C., a Utah limited liability company (“Assignor”), and Ivory Land Corporation, a
Utah corporation (“Assignee”), who agree as follows:
RECITALS
A.
Assignor and Assignee are parties to that certain Purchase Agreement and Escrow
Instructions, dated January 30, 2015 (Purchase Agreement”).
B.
Assignor is the owner of that certain real property located in City of Draper,
County of Salt Lake, State of Utah, described on Exhibit “A” attached hereto (“Real Property”).
C.
Assignor is conveying to Assignee and Assignee is acquiring from Assignor the
Real Property and certain additional real and personal property interests (collectively defined in
the Purchase Agreement as the “Property”).
D.
In connection with the transfer of the Property, and as part thereof, Assignor
desires to assign to Assignee, and Assignee desires to accept the assignment of Assignor’s right,
title and interest in and to the “Appurtenant Rights” (as defined in the Purchase Agreement)
(the “Appurtenant Rights”).
AGREEMENT
1.
As of the Transfer Date, Assignor assigns and transfers to Assignee Assignor’s
right, title and interest in the Appurtenant Rights.
2.
Assignee hereby accepts the assignment and transfer set forth in Section 1 above
as of the Transfer Date and assumes the obligations of Assignor in and to the Appurtenant Rights
arising with respect to the period from and after the Transfer Date. Without limiting the
generality of the foregoing, Assignor hereby assigns to Assignee, and Assignee hereby assumes,
all of the obligations of the “Developer” relating solely to the Property under that certain
Agreement for Development of Land, dated March 25, 2013, between the Redevelopment
Agency of Draper City, a public entity (the “Agency”) and Draper Holdings, LLC, as
“Developer”, as amended (the “ADL”), and is subject to all of the conditions and restrictions
under the ADL as they relate to the Property. Assignee hereby obligates itself to timely
construct and install the improvements on the Property (as required by the ADL) and agrees that
the Agency is a third party beneficiary of this obligation.
3.
Assignor agrees to indemnify and hold Assignee harmless from and against any
and all losses, costs, liabilities, damages and expenses, including, without limitation, reasonable
attorneys’ fees, accruing prior to the Transfer Date.
4.
Assignee agrees to indemnify and hold Assignor harmless from and against any
and all losses, costs, liabilities, damages and expenses, including, without limitation, reasonable
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attorneys’ fees, but only to the extent the same first accrues and arises on or after the Transfer
Date.
5.
If Assignor or Assignee is required to employ counsel to enforce any of the terms
of this Assignment or for damages by reason of any alleged breach of this Assignment or for a
declaration of rights hereunder (including enforcement of any indemnity provision), the
prevailing Party shall be entitled to recover its reasonable attorneys’ fees, expert fees (whether or
not the expert is called to testify) and court costs incurred.
6.
This Assignment (a) shall be binding on, and inure to the benefit of the parties
hereto, and their successors in interest and assigns; (b) shall be governed by and construed in
accordance with the laws of the State of Utah; and (c) may be executed in several counterparts,
all of which taken together shall be deemed the original.
7.
Assignor agrees that Assignor will, at the written request of Assignee and at no
cost, expense or liability to Assignor, execute and deliver to Assignee all other and further
instruments necessary to vest in Assignee any of Assignor’s right, title and interest in or to any of
the Appurtenant Rights.
[signature page follows]
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ASSIGNOR:
BG VISTA STATION, L.C.,
a Utah limited liability company, by its
Manager
THE BOYER COMPANY, L.C.,
a Utah limited liability company
By:
__________________________
Name: __________________________
Its:
Manager
ASSIGNEE:
IVORY LAND CORPORATION, a Utah
corporation
By:
__________________________
Name: __________________________
Its:
__________________________
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ACKNOWLEDGEMENT OF AGENCY
By signing below, as required pursuant to Section 7.2 of that certain Agreement for
Development of Land, dated March 25, 2013, between the Redevelopment Agency of Draper
City, a public entity and BG Vista Station, L.C., as successor in interest to Draper Holdings,
LLC, as “Developer”, as amended, the Redevelopment Agency of Draper City, a public entity,
hereby consents to the conveyance of the Property by BG Vista Station, L.C., a Utah limited
liability company.
AGENCY:
REDEVELOPMENT AGENCY OF DRAPER
CITY, a public entity
By:
__________________________
Name: __________________________
Its:
__________________________
By:
__________________________
Name: __________________________
Its:
__________________________
Approved as to form:
____________________________
____________________________
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EXHIBIT “A”
LEGAL DESCRIPTION
Lots 116, 117, 118, 119 and 121 of Draper TOD Second Amendment (Amending Lots 2 and 6
Draper TOD Subdivision also Ame
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