R-04-08-12-13G4 - 8/12/2004 RESOLUTION NO. R-04-08-12-13G4
WHEREAS, the City of Round Rock ( "City") has previously entered into
a Development Agreement with Behrens Subdivision, Ltd. ( "Original
Developer" ) , and
WHEREAS, the City has consented to the assignment of said Agreement
to Behrens Subdivision N.G. , Ltd. ( "New Developer" ) , a Texas limited
partnership, and
WHEREAS, the New Developer now desires to assign the rights to
reimbursement of funds under said Development Agreement to Texans
Commercial Capital, LLC, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf
of the City a consent to the Assignment of Development Agreement Rights,
a copy of same being attached hereto as Exhibit "A" and incorporated herein
for all purposes .
The City Council hereby finds and declares that written notice of the
date, hour, place and subject of the meeting at which this Resolution was
adopted was posted and that such meeting was open to the public as required
by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required
by the Open Meetings Act, Chapter 551, Texas Government Code, as amended.
RESOLVED this 12th day of August, 2004 .
NY EL Mayo
Cit f Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secretary
@PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R40812G4.WPD/cdc
EEXIHIBIT
ASSIGNMENT OF A��
DEVELOPMENT AGREEMENT
This Assignment of Development Agreement (the "Assignment'), the Effective Date of
which is 2004, is entered into by Behrens Subdivision, Ltd., a Texas
limited partnership ("Assignor"), and Behrens Subdivision N.G., Ltd, a Texas limited
partnership ("Assignee"). In consideration of the sum of Ten and No/100 Dollars ($10.00) paid
by the parties each to the other, the receipt and sufficiency of which are hereby acknowledged,
and of the mutual promises contained in this Assignment, Assignor and Assignee, sometimes
collectively referred to as the"Parties", agree as follows:
1. Properly. Assignor desires to assign, transfer and convey to Assignee, and
Assignee desires to accept from Assignor all of Assignor's right, title and interest in and to the
Development Agreement Concerning Behrens Ranch Public Improvement District dated
December 21, 2000 (the "Development Agreement"), by and between The City of Round Rock
(the "City"), a Texas home-rule municipal corporation, and Assignor for the construction and
development of the "Improvements" (as defined therein) by the Assignor and the reimbursement
of Assignor for the costs thereof(the "Reimbursement") by the City with the proceeds of bonds
issued by the City.
2. Assignment. Subject to the terms and conditions set forth in this Assignment,
Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee and
Assignee hereby accepts all of Assignor's rights, title, and interest in and to the Assigned
Properties and all of Assignor's duties and obligations thereunder.
3. GENERAL.
(a). Entire Agreement. This Assignment constitutes the final and entire
agreement between the Parties and they shall not be bound by any terms, covenants, conditions,
representations or warranties not expressly contained herein. This Assignment may not be
amended except by written instrument executed by both Parties.
(b). Partial Invaliditv. If any one or more of the provisions contained in this
Assignment shall for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this
Assignment shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.
(c). Time of the Essence. Time is of the essence of this Assignment and the
performance of the terms and conditions hereof.
(d). Successors and Assi ns. This Assignment shall be binding upon and
shall inure to the benefit of the Parties and their respective legal representatives, successors and
assigns.
(e). Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same
instrument.
(fl. Headings. The headings of the sections, subsections, paragraphs and
subparagraphs hereof are provided for convenience of reference only, and shall not be considered
in construing their contents.
(g). Defined Terms. All terms defined in the Assignment and delineated
herein by initial capital letters shall have the same meanings herein as are ascribed to such terms
in the Purchase Agreement, except to the extent that the meaning of any such term is specifically
set forth by the provisions hereof. Terms and phrases which are not delineated by initial capital
letters shall have the meanings commonly ascribed thereto.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed effective as of the day of 2004.
ASSIGNOR:
Behrens Subdivision, Ltd.
By: Meredith Gressett, Inc., its general
partner
By:
James W. Meredith, President
ASSIGNEE:
Behrens Subdivision, N. G., Ltd.
By: Behrens Subdivision Management,
N. G., Inc., its general partner
By:
James W. Meredith, President
The City executes and delivers this instrument solely to evidence its consent to the
assignment of the Development Agreement as aforesaid.
CITY OF ROUND ROCK, TEXAS
By:
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the day of
2004, by James Meredith, President of Masonwood Properties, Inc., a Texas corporation, on
behalf of said corporation.
Notary Public in and for the State of Texas
Printed Name of Notary:
My Commission Expires:
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the day of
2004, by James Meredith, President of Behrens N. G. Management, Inc., a Texas corporation, on
behalf of said corporation.
Notary Public in and for the State of Texas
Printed Name of Notary:
My Commission Expires:
DATE: August 6, 2004
SUBJECT: City Council Meeting - August 12, 2004
ITEM: 13.G.4. Consider a resolution authorizing the Mayor to execute a consent to
the Assignment of Development Agreement Rights as provided in
the Behrens Ranch Development Agreement.
Department: Legal
Staff Person: Steve Sheets, City Attorney
Justification:
Under the Behrens Ranch Development Agreement entered into by and between Behrens
Subdivision, Ltd. And the City, the Developer is entitled to reimbursement for public
improvements constructed pursuant to said Agreement.
Funding•
Cost: No Cost to the City
Source of funds: N/A
Outside Resources: Masonwood Development Corporation
Background Information•
Texans Commercial Capital, LLC is a new lender for the Behrens Ranch Subdivision, owned
by Behrens Subdivision, N.G., Ltd. Behrens Subdivision, N.G. Ltd. Desires to additionally
collateralize its loan by assigning reimbursements for public improvement to Texans
Commercial Capital, LLC.
Public Comment: N/A
Executed
Document
Follows
11
7
ASSIGNMENT OF �
DEVELOPMENT AGREEMENT
This Assignment of Development Agreement "
the "Assignment"),gement"), the Effective Date of
which is Aa
U Y /,1 , 2004, is entered into by Behrens Subdivision, Ltd., a Texas
limited partnership (`Assignor"), and Behrens Subdivision N.G., Ltd, a Texas limited
partnership ("Assignee"). In consideration of the sum of Ten and No/100 Dollars ($10.00) paid
by the parties each to the other, the receipt and sufficiency of which are hereby acknowledged,
and of the mutual promises contained in this Assignment, Assignor and Assignee, sometimes
collectively referred to as the "Parties", agree as follows:
1. Propertv. Assignor desires to assign, transfer and convey to Assignee and
Assignee desires to accept from Assignor all of Assignor's right, title and interest in and to the
Development Agreement Concerning Behrens Ranch Public Improvement District dated
December 21, 2000 (the "Development Agreement"), by and between The City of Round Rock
(the "City"), a Texas home-rule municipal corporation, and Assignor for the construction and
development of the "Improvements" (as defined therein) by the Assignor and the reimbursement
of Assignor for the costs thereof(the "Reimbursement") by the City with the proceeds of bonds
issued by the City.
2. Assignment. Subject to the terms and conditions set forth in this Assignment,
Assignor does hereby ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee and
Assignee hereby accepts all of Assignor's rights, title, and interest in and to the Assigned
Properties and all of Assignor's duties and obligations thereunder.
3. GENERAL.
(a). Entire Agreement. This Assignment constitutes the final and entire
agreement between the Parties and they shall not be bound by any terms, covenants, conditions,
representations or warranties not expressly contained herein. This Assignment may not be
amended except by written instrument executed by both Parties.
(b). Partial Invalidity. If any one or more of the provisions contained in this
Assignment shall for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this
Assignment shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein.
(c). Time of the Essence. Time is of the essence of this Assignment and the
performance of the terms and conditions hereof.
(d). Successors and Assigns. This Assignment shall be binding upon and
shall inure to the benefit of the Parties and their respective legal representatives, successors and
assigns.
(e). Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same
instrument.
R-04-08-1A-130-4
(fl. Headings. The headings of the sections, subsections, paragraphs and
subparagraphs hereof are provided for convenience of reference only, and shall not be considered
in construing their contents.
(g). Defined Terms. All terms defined in the Assignment and delineated
herein by initial capital letters shall have the same meanings herein as are ascribed to such terms
in the Purchase Agreement, except to the extent that the meaning of any such term is specifically
set forth by the provisions hereof. Terms and phrases which are not delineated by initial capital
letters shall have the meanings commonly ascribed thereto.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed effective as of the day of 2004.
ASSIGNOR:
Behrens Subdivision, Ltd.
By: Meredith Gressett, Inc., its general
partner
By:
James W. Meredith, President
ASSIGNEE:
Behrens Subdivision, N. G., Ltd.
By: Behrens Subdivision Management,
N. G., Inc., its general partner
By:
James W. Meredith, President
The City executes and delivers this instrument solely to evidence its consent to the
assignment of the Development Agreement as aforesaid.
CITY OF ROUND ROCK, TEXAS
By:
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the
y of
2004, by James Meredith, President of Masonwood Properties, Inc., aaTexas corporation, on
behalf of said corporation.
Notary Public in and for the State of Texas
Printed Name of Notary:
My Commission Expires:
STATE OF TEXAS §
COUNTY OF TRAVIS §
This instrument was acknowledged before me on the
day of
2004, by James Meredith, President of Behrens N. G. Management, Inc., a Texas corporation
behalf of said corporation. , on
Notary Public in and for the State of Texas
Printed Name of Notary:
My Commission Expires: