2420 East Sunrise Boulevard, #90
Fort Lauderdale, Florida 33304
Attn: Peter Flotz
With a copy to: Drew Melville, Esquire
Melville Law, P.A.
101 NE 3™ Avenue, Suite 1500
Fort Lauderdale, Florida 33301
Phone: 954-332-3533
Email: drew @ melville.law
5.4 Entire Agreement. This Agreement sets forth and incorporates by reference
all the agreements, conditions and understandings between the Parties relative to the
Project and supersedes all previous agreements. There are no promises, agreements,
conditions or understandings, oral or written, expressed or implied, among the Parties
relative to the matters addressed in this Agreement other than as set forth or as referred to
in this Agreement or as contained the Development Plan as of the Effective Date.
5.5 Construction. The Parties agree that each Party and its counsel have
reviewed and revised this Agreement and that any rule of construction to the effect that
ambiguities are to be resolved against the drafting Party shall not apply in the interpretation
of this Agreement or any amendments or exhibits to this Agreement.
5.6 Assignment.
a) Developer shall not, prior to the issuance of a certificate of occupancy (or
local equivalent) for the Project, assign or transfer this Agreement or delegate any of its
obligations or duties under this Agreement without the prior written consent of City, which
consent may be withheld in City's sole discretion, except that Developer may freely assign
to entities within the control of the same principals as those of the Developer or for the
purposes of financing or other legal requirements_provided that any such entities must be
subject to real estate taxation.
b) Developer shall not, after the issuance of a certificate of occupancy for the
Project, assign or transfer this Agreement or delegate any of its obligations or duties under
this Agreement without the prior written consent of City (which consent shall not be
unreasonably withheld or delayed), except that Developer may freely assign its interest in
the Agreement to entities within the control of the same principals as those of the Developer
or for the purposes of financing or other legal requirements, provided that any such entities
must be subject to real estate taxation.
ro) No assignment, with or without the consent of City, shall be effective unless
each assignee shall assume and agree to perform and observe all the covenants and
agreements of Developer being assigned. No assignment of this Agreement by Developer
shall release or relieve the Developer of any duties, obligations or liabilities under this
Agreement and from and after any such assignment the assigning Developer shall be jointly
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