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R-02-05-09-16B2 - 5/9/2002THE STATE OF TEXAS COUNTY OF TRAVIS 1i - fj.-1 - H a ASSIGNMENT AND ASSUMPTION AGREEMENT FOR VALUE RECEIVED, John Lewis and Jimmy Nassour ( "Assignor "), hereby assign and transfer unto Centex Homes, a Nevada general partnership ( "Assignee "), all of Assignor's right, title, and interest as Owners in and to that certain Annexation and Development Agreement ( "Agreement ") by and between Jimmy Nassour and John Lewis, as Owners, and The City of Round Rock, a Texas municipality, referred to as "City", regarding the 65.65 acre residential portion of the property ( "Residential Tract ") described on Exhibit "A" attached hereto and incorporated by reference. 1. Assignor warrants and represents that: a. Assignor, subject to the City of Round Rock's consent, has full power and authority to enter into and consummate all transactions contemplated by this Assignment and has duly authorized the execution, delivery, and performance of this Assignment which will constitute a legal, valid, and binding obligation upon the Assignor. b. Assignor has not previously modified the agreement. c. Assignor will not further modify or amend the agreement in anyway which would affect the Residential Tract without the prior written consent of the Assignee. 2. Assignee warrants and represents to and covenants with Assignor and the City of Round Rock that: a. Assignee hereby assumes the obligations of the Assignee under the Agreement and agrees to indemnify and hold Assignor harmless from any and all liability thereunder for the actions of Assignee and Assignee's agents. b. Assignee has received and read copies of the agreement. c. Assignee (i) unconditionally waives any claim that payment of fees or construction of improvements pursuant to the Agreement constitutes imposition of an unauthorized roadway impact fee within the meaning of Tex. Loc. Gov't Code ch. 395 or otherwise is inconsistent with such law; (ii) unconditionally acknowledge that fees provided for herein are proportional to the traffic impact anticipated from Assignee's proposed development of the Property; and (iii) hereby indemnifies the City, and all of its officials, officers, agents, consultants, and employees, collectively or individually, personally or in their official capacities, from all claims, suits or causes of any nature whatsoever, whether real or asserted, arising from such claims that may be filed or asserted by Assignee's successors -in- interest. 3. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors, and assigns. Assignment and Assumption Agreement - Page 1 .' 2002. centex.ass IN WITNESS WHEREOF the parties have executed this Assignment as of the day of April, By: Narr76: Jnf7A/N, LAN/) Title: / /S771N7 L' /7Y /YIRNRGEI. Assignment and Assumption Agreement - Page 2 ASSIGNOR: John Lewis Jimmy Nassour ASSIGNEE: Centex Homes, a Nevada general partnership By: Name: Title: By execution hereof, The City of Round Rock hereby consents to this Assignment. The City of Round Rock, a Texas municipality JUL=p1 -2003 THU 03:01 Phi ---, MRY- 14-2202 14:4B 1 PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THE STATE OF TEXAS § COUNTY OF TRAVIS § FOR VALUE RECEIVED, john Lewis and Jimmy Nassour ( "Assignor "), hereby assign and transfer unto Centex Hones, a Nevada general partnership ("Assignee"), all of Assignor' right, title, and interest as Owners in and to that certain Annexation and Development Agreement ( "Agreement ") by and between Shinny NassoUr and John Lewis, as Owners, and The City of Round Rock, a Texas municipality, referred to as "City ", but only to the extent of Assignor's right, title, and interest in the Agreement relating to is *Resid•ntial Tract" aS such terra is defined in the Agreement. Assignor, Assign and City r retains all right, title and interest in and to the Agreement as it aokao;wIedge and agree that the Aas'r Sno relates to the "Cotntnetciel Tract" as such term is defined in the Agreement. Assignor warrants and represents that: 1. 2. b. e. CITY OF ROUND ROCK Assignor, subject to the City's consent, has full power and authority to enter into and consummate all ttansachons contemplated by this Assignment and has duly authorized the execution, delivery, awl rnlanceofthisAssigmentwhichw constitute a legal, valid, and binding obligation upon the Assignor. b. Assignor has not previously modified the Agreement and a true and correct copy of the Agreement is attached hereto as Exh lit " _• e . Assignor will not further modify or amend the agreement in anyway which would affect the Residential Tract without the prior written consent of the Assignee. d_ That except for the failure to pay the " Fees" as provided in Section.__, no party is in default of the Agreement and no party knows of any event which with notice on the pa of rime would be deeamed to be a default or breach of the Agreement and the Agreement is in full force and effeet. Assignee warrants and represents to and covenants with Assignor and the City that hut a. Assignee hereby assumes he abli atioag to ute Res t eT Agreement es to only to the extent B tor the indttmndy aril hold Assignor harmless from any and all li��Y s thereunder actions of Assignee and Assignee's agents, but only relate to the Residential Tract. Assignee has received and Lead copies of the Agreement. . Assignee (1) unconditionally waives any claim that payment of fees or constructive of itriprovernents pursuant to the Agreement constitutes imposition of an unauthorized roadway impact fee wimiathe meaning of Tex. Loc. Gov't C ode ch. 395 at otherwise is inconsistent wit CO to unconditionally e impact anticipated acknowledge Tr fccs provided for ed tin Pop of the Residential Met; and (iii) hereby from Assignee s proposed Ocvelnpmept AssiygmetK and Assumph 0n Agrcnincot - Page t FAX N0. 6OopY P. 02 5122iEreoy? P.u2i93 07/31/2003 THU 15:04 [TX /RX NO 9277] U002 llp1e 31 -2003 THU 03:02 PM MAY - 2 14 :4© CITY OF ROUND ROCK indrMnifiOS the City, and all of its officials, officers, agents, consultants. and employees, collectively or individually, personally or it their official capacities, from all claims suits or causes of any nature whatsoever, whether real or asserted, arising from such claims that may be filed or assorted by Assiggnneeee's successors -in- inteiest, but only to the extent such claims relate to the ReSiden 'all Tract. 3. This Assignment shall be binding upon and inure to the benefit of the parties ]lento, their heits,lsuccessorS, and assigns. IN WptNESS m pg the parries have executed this Assignment as of the _ day of April. 2002 .. . tl 1:� r. 61 '•'``t - yOr And Assumption A . Arsiotrneas 0{O.ne°`' Page 2 FAX NO. P. 03 51122187997 P.93/0:S ASSIGNEE: Centex Homes, a Nevada general partnership By: Centex Real ]'state Corporation, a Nevada corporation, its Managing General Partner B tee : e ,tsar: I t e T By a cutimt hereof, The City of Round Rock hereby consents to this Assignment. i The City of Round Rock TOTAL t 07/31/2003 THU 15:04 LT% /R% NO 9277] IJ003 PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THE STATE OF TEXAS COUNTY OF TRAVIS FOR VALUE RECEIVED, John Lewis and Jimmy Nassour ( "Assignor "), hereby assign and transfer unto Centex Homes, a Nevada general partnership ( "Assignee "), all of Assignor's right, title, and interest as Owners in and to that certain Annexation and Development Agreement ( "Agreement ") by and between Jimmy Nassour and John Lewis, as Owners, and The City of Round Rock, a Texas municipality, referred to as "City ", but only to the extent of Assignor's right, title, and interest in the Agreement relating to the "Residential Tract" as such term is defined in the Agreement. Assignor, Assignee and City acknowledge and agree that the Assignor retains all right, title and interest in and to the Agreement as it relates to the "Commercial Tract" as such term is defined in the Agreement. 1. Assignor warrants and represents that: a. Assignor, subject to the City's consent, has full power and authority to enter into and consummate all transactions contemplated by this Assignment and has duly authorized the execution, delivery, and performance of this Assignment which will constitute a legal, valid, and binding obligation upon the Assignor. b. Assignor has not previously modified the Agreement and a true and correct copy of the Agreement is attached hereto as Exhibit " ". c. Assignor will not further modify or amend the agreement in anyway which would affect the Residential Tract without the prior written consent of the Assignee. d. That except for the failure to pay the "Fees" as provided in Section _ no party is in default of the Agreement and no party knows of any event which with notice on the passing of time would be deemed to be a default or breach of the Agreement and the Agreement is in full force and effect. 2. Assignee warrants and represents to and covenants with Assignor and the City that: a. Assignee hereby assumes the obligations of the Assignee under the Agreement but only to the extent the obligations relate to the Residential Tract and agrees to indemnify and hold Assignor harmless from any and all liability thereunder for the actions of Assignee and Assignee's agents, but only to the extent such liabilities relate to the Residential Tract. b. Assignee has received and read copies of the Agreement. c. Assignee (i) unconditionally waives any claim that payment of fees or construction of improvements pursuant to the Agreement constitutes imposition of an unauthorized roadway impact fee within the meaning of Tex. Loc. Gov't Code ch. 395 or otherwise is inconsistent with such law; (ii) unconditionally acknowledge that fees provided for therein are proportional to the traffic impact anticipated from Assignee's proposed development of the Residential Tract; and (iii) hereby Assignment and Assumption Agreement - Page 1 § § 2002. indemnifies the City, and all of its officials, officers, agents, consultants, and employees, collectively or individually, personally or in their official capacities, from all claims, suits or causes of any nature whatsoever, whether real or asserted, arising from such claims that may be filed or asserted by Assignee's successors -in- interest, but only to the extent such claims relate to the Residential Tract. 3. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors, and assigns. IN WITNESS WHEREOF the parties have executed this Assignment as of the day of April, . Q . Stlu ayor Assignment and Assumption Agreement - Page 2 ASSIGNOR: John Lewis Jimmy Nassour ASSIGNEE: Centex Homes, a Nevada general partnership By: Centex Real Estate Corporation, a Nevada corporation, its Managing General Partner By: Name: Title: By execution hereof, The City of Round Rock hereby consents to this Assignment. The City of Round Rock RESOLUTION NO. R- 02- 05- 09 -16B2 WHEREAS, on February 28, 2002, the City of Round Rock entered into an Annexation and Development Agreement ( "Agreement ") for Roadway Facilities with John Lewis and Jimmy Nassour regarding 65.65 acres of land at the intersection of US 79 and CR 122, and WHEREAS, John Lewis and Jimmy Nassour are conveying a portion of the property to Centex Homes, which has agreed to the partial assignment and assumption of the Agreement, and WHEREAS, the City of Round Rock wishes to give its consent to the Partial Assignment and Assumption Agreement between John Lewis, Jimmy Nassour, and Centex Homes, 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 Partial Assignment and Assumption Agreement with John Lewis, Jimmy Nassour, and Centex Homes, 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. :: ODMA\" ORLLOX \O: \"0OX \ReSOLUTI \R.509B2 .WPO /sc ATTEST: RESOLVED this 9th day of May, 2002. CHRISTINE R. MARTINEZ, City Secret 2 y .UJa t9 RO' 'T A. STLUKA, JSY., Mayor City of Round Rock, Texas THE STATE OF TEXAS COUNTY OF TRAVIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT FOR VALUE RECEIVED, John Lewis and Jimmy Nassour ( "Assignor "), hereby assign and transfer unto Centex Homes, a Nevada general partnership ( "Assignee "), all of Assignor's right, title, and interest as Owners in and to that certain Annexation and Development Agreement ( "Agreement ") by and between Jimmy Nassour and John Lewis, as Owners, and The City of Round Rock, a Texas municipality, referred to as "City", but only to the extent of Assignor's right, title, and interest in the Agreement relating to the "Residential Tract" as such term is defined in the Agreement. Assignor, Assignee and City acknowledge and agree that the Assignor retains all right, title and interest in and to the Agreement as it relates to the "Commercial Tract" as such term is defined in the Agreement. 1. Assignor warrants and represents that: a. Assignor, subject to the City's consent, has full power and authority to enter into and consummate all transactions contemplated by this Assignment and has duly authorized the execution, delivery, and performance of this Assignment which will constitute a legal, valid, and binding obligation upon the Assignor. b. Assignor has not previously modified the Agreement and a true and correct copy of the Agreement is attached hereto as Exhibit "_ c. Assignor will not further modify or amend the agreement in anyway which would affect the Residential Tract without the prior written consent of the Assignee. d. That except for the failure to pay the "Fees" as provided in Section no party is in default of the Agreement and no party knows of any event which with notice on the passing of time would be deemed to be a default or breach of the Agreement and the Agreement is in full force and effect. 2. Assignee warrants and represents to and covenants with Assignor and the City that: a. Assignee hereby assumes the obligations of the Assignee under the Agreement but only to the extent the obligations relate to the Residential Tract and agrees to indemnify and hold Assignor harmless from any and all liability thereunder for the actions of Assignee and Assignee's agents, but only to the extent such liabilities relate to the Residential Tract. b. Assignee has received and read copies of the Agreement. c. Assignee (i) unconditionally waives any claim that payment of fees or construction of improvements pursuant to the Agreement constitutes imposition of an unauthorized roadway impact fee within the meaning of Tex. Loc. Gov't Code ch. 395 or otherwise is inconsistent with such law; (ii) unconditionally acknowledge that fees provided for therein are proportional to the traffic impact anticipated from Assignee's proposed development of the Residential Tract; and (iii) hereby Assignment and Assumption Agreement - Page 1 EXHIBIT "A" indemnifies the City, and all of its officials, officers, agents, consultants, and employees, collectively or individually, personally or in their official capacities, from all claims, suits or causes of any nature whatsoever, whether real or asserted, arising from such claims that may be filed or asserted by Assignee's successors -in- interest, but only to the extent such claims relate to the Residential Tract. 3. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their heirs, successors, and assigns. IN WITNESS WHEREOF the parties have executed this Assignment as of the day of April, 2002. By: Robert A. Stluka, Mayor Assignment and Assumption Agreement - Page 2 ASSIGNOR: John Lewis Jimmy Nassour ASSIGNEE: Centex Homes, a Nevada general partnership By: Centex Real Estate Corporation, a Nevada corporation, its Managing General Partner By: Name: Title: By execution hereof, The City of Round Rock hereby consents to this Assignment. The City of Round Rock DATE: May 3, 2002 SUBJECT: City Council Meeting — May 9, 2002 ITEM: * 16.B.2. Consider a resolution authorizing the Mayor to execute an Assignment and Assumption Agreement with John Lewis and Jimmy Nassour regarding 65.65 acres at the intersection of U.S. 79 and CR 122. Resource: Steve Sheets, City Attorney History: On February 28, 2002, the City entered into an Annexation and Development Agreement for Roadway Facilities with John Lewis and Jimmy Nassour regarding 65.65 acres of land at the intersection of US 79 and CR 122. Lewis and Nassour are conveying the property to Centex Homes, which has agreed to the assignment and assumption of the Agreement. The Agreement provides that the City must consent to the assignment. Funding: N/A Cost: N/A Source of funds: N/A Outside Resources: N/A Impact/Benefit: N/A Public Comment: N/A Sponsor: N/A * * * * * * * * * * * * * ** -COMM. JOURNAL- * * * * * * * * * * * * * * * * * ** DATE MAY -14 -2002 * * * ** TIME 14:49 * ** P.01 MODE = MEMORY TRANSMISSION FILE NO.= 183 STN NO. COM ABBR N0. STATION NAME /TEL.NO. 001 OK c 94767070 ***** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * - 5122187297 CITY OF ROUND ROCK 221 EAST MAIN STREET ROUND ROCK, TEXAS 78664 (512) 218 -5400 FAX COVER SHEET DATE: TOTAL PAGES (INCLUDING COVER SHEET): n 10 ATTENTION: DEPARTMENT: COMPANY: FROM: DEPARTMENT: COMPANY: FAX N: 71a CITY OF ROUND ROCK START= MAY -14 14:47 END-MAY-14 14:49 PAGES DURATION 003/003 00:90'59" -CITY OF ROUND ROCK - * * * ** - 5122197097- * * * * * * * ** DEPT. PHONE 0: a-s '/o1/