HomeMy WebLinkAboutToll Brothers, INC. Sewer Trunk Line Cooperative Agreement Docusign Envelope ID:3AD17BEF-72E1-48D3-883A-EC9EBC706CFF
ASSIGNMENT,ASSUMPTION,AND CONSENT AGREEMENT
This Assignment, Assumption, and Consent Agreement (this "Agreement") is entered into
effective February 17th , 2026 (the "Effective Date"), by and between TOLL BROTHERS, INC., a
Delaware corporation("Assignor"),TOLL BROS.,INC.,a Delaware corporation("Assignee"),and CITY
OF MERIDIAN,a municipal corporation of the State of Idaho("City").Assignor,Assignee,and City may
be referred to herein individually as a"Party" and collectively as the "Parties," as appropriate under the
circumstances.
RECITALS
A. Assignor and City are parties to that certain Sewer Trunk Line Cooperative Development
Agreement dated December 2,2025 (the"Development Agreement"),pursuant to which Assignor agreed
to construct certain municipal sewer utilities and City agreed to partially reimburse Assignor for the same.
Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the
Development Agreement.
B. Assignor desires to assign the Development Agreement to Assignee, Assignee desires to
accept and assume the Development Agreement from Assignor, and City desires to consent to such
assignment and assumption of the Development Agreement,in each event pursuant and subject to the terms
and conditions hereinafter set forth.
AGREEMENT
NOW,THEREFORE,in consideration of the mutual promises and covenants contained herein,and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
1. Assignment. As of the Effective Date, Assignor assigns, transfers, and conveys to
Assignee all of Assignor's right,title, and interest in and to the Development Agreement,and delegates to
Assignee all of Assignor's obligations and liabilities under the Development Agreement.
2. Assumption. As of the Effective Date, Assignee accepts the foregoing assignment and
delegation by Assignor and assumes and agrees to be bound by all of the terms of the Development
Agreement and further agrees to undertake all of the obligations, duties, and liabilities of Assignor
contained in the Development Agreement on and after the Effective Date.
3. City Consent. In reliance on the representations, warranties, and covenants of Assignor
and Assignee set forth in this Agreement, City by execution of this Agreement hereby consents to the
assignment and assumption of the Development Agreement pursuant to this Agreement.
4. Notice. Assignee's notice address for notice under the Development Agreement shall
remain as set forth in the Development Agreement.
5. Attorneys'Fees. In the event of any controversy,claim,or action being filed or instituted
between the Parties to interpret or enforce the terms of this Agreement, or arising from the breach of any
provision hereof, the prevailing Party shall be entitled to receive from the non-prevailing Party all costs,
damages, and expenses, including without limitation reasonable attorneys' fees incurred by the prevailing
Party(prior to trial, at trial, on appeal,and during any post judgment collection activities).
6. Effect of Assignment. Except as expressly provided in this Agreement, all of the terms
and conditions of the Development Agreement remain in full force and effect.
ASSIGNMENT,ASSUMPTION,AND CONSENT AGREEMENT-1
Docusign Envelope ID:3AD17BEF-72E1-48D3-883A-EC9EBC706CFF
7. Authority. The individual executing this Agreement on behalf of each Party represents
and warrants that such individual is duly authorized to execute and deliver this Agreement on behalf of
such Party and that this Agreement is binding upon such Party in accordance with its terms.
8. General Terms and Conditions. Each Party agrees to take such further acts and execute
such further documents and instruments as may be reasonably required to consummate the transactions set
forth herein. The recitals to this Agreement are true,correct,material,and are incorporated by reference as
if set forth in their entirety herein. This Agreement may be executed in one or more counterparts, which
taken together shall constitute one and the same document. Delivery of an executed counterpart of a
signature page of this Agreement via facsimile transmission or electronic mail shall be as effective as
delivery of an executed original. This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Idaho without giving effect to any choice or conflict of law provision or rule (whether
of the State of Idaho or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Idaho.
[Remainder ofpage intentionally left blank;signature page follows.]
ASSIGNMENT,ASSUMPTION,AND CONSENT AGREEMENT-2
Docusign Envelope ID:3AD17BEF-72E1-48D3-883A-EC9EBC706CFF
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective
Date.
ASSIGNOR:
TOLL BROTHERS, INC.,
a Delaware Corporation
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Name: A11111-1—
Its: Idaho Division President
ASSIGNEE:
TOLL BROS.,INC.,
a Delaware Corporation
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By: C�Adn, ( m'mbws
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Its: Idaho Division President
CITY:
CITY OF MERIDIAN,
a municipal corporation of the State of Idaho
By:
Name: Robert E. Simison 2-17-2026
Its: Mayor
Attest:
Chris Johnson, City Clerk 2-17-2026
ASSIGNMENT,ASSUMPTION,AND CONSENT AGREEMENT-3