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Home My WebLink About010317 - 2015 SOPO TractALLEN BooNE HuMPHRIES RoBINSON LLP ATTORNEYS AT LAW Direct Line: (713) 860-6436 Direct Fax: (713) 860-6636 PHOENIX TOWER 3200 SOUTHWEST FREEWAY GUITE 2600 HOUSTON, TEXAS 77027 TEL (713) 860-6400 FAX (713) 860-6401 abhr.com khogan@abhr.com January 23, 2017 Kristen Hogan Legal Assistant City of College Station Sherry Mashburn P.O. Box 9960 RECEIVED JAN 25 2017 College Station, TX 77842 BY: ............................ .. Re: Brazos County Municipal Utility District No. 1 Dear Mr. Mashburn Enclosed for your records are the recorded Partial Assignments of Development Agreement for Greens Prairie Investors Tract and 2015 SOPO Tract for the Disrict. If you have any questions, please call me at (713) 860-6436. Thank you. Sincerely, �an � Enclosures 642336 l, u :·i�:· ! !.:: � • J l t, J :�:'! .'-\�1IX''• '!!\ _1.:)-�: :\·1 PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT (2015 SOPO TRACT) THE STATE OF TEXAS COUNTY OF BRAZOS § § § THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AG�EMEN T (t �is . "P iiial Assi 111ment") is entered into and made to be effective as of the �day of , 2016, by and between MCALISTER OPPORTUNITY FUND, 2012, L.P. a Delaware limited partnership ("Developer" or "Assignor"); and 2015 SOPO, LTD., a Texas limited partnership ("Assignee"). WHEREAS, the City of College Station, Texas (the "City") and Assignor, entered into that ce1tain Development A&rreement dated March 12, 2015 and as amended on November 10, 2016 (the "Development Agr eement") to facilitate the development of 552.905 acres within the boundaries of the Brazos County Municipal Utility District No. 1 (the "Tract"); WHEREAS, pursuant to Section 7.1 of the Development Agreement, any agreement by Developer to sell the entirety or any po1tion of the Tract to a person intending to develop the tract or such portion thereof (a "Successor Developer," whether one or more) and any instrument of conveyance for the entirety or any pmtion of the Tract to such Successor Developer shall recite and incorporate the Development Agreement and provide that the Development Agreement be binding on such Successor Developer; WHEREAS, Assignee has purchased a 78.63 acre tract from Assignor, described on the attached Exhibit "A" ("So Po Tract"), and the So Po Tract is part of the Tract bound by the terms of the Development Agreement; WHEREAS, Assignor desires to assign to Assignee all of its rights, duties and obligations under the Development Agreement relating to the SoPo Tract but will retain all of its rights, duties and obligations as it otherwise pertains to the remaining Tract under the Development Agreement, and Assignee desires to accept such partial assignment and assume Assignor's right, duties and obligations relating to the SoPo Tract thereunder. NOW THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Partial Assignment and Assumption. Assignor does hereby GRANT, SELL, SET OVER, TRANSFER, ASSIGN, and convey to Assignee, its successors and assigns, all of Assignor's rights, title, interests, powers, privileges, benefits, duties and obligations, in, to and under the Development Agreement of the Developer pertaining and attributable to the SoPo 634011 Tract. Assignee hereby accepts and assumes all of Assignor's rights, title, interests, powers, privileges, benefits, duties and obligations, in the Development Agreement as it pertains to Lhc SoPo Tract and agrees to pcrfo1m and discharge all duties and obligations of Assignor as it pettains to the SoPo Tract. Assi!,rt1or retains all remaining rights, title, interest, powers, privileges, benefits, duties and obligations, in, to and under the Development Agreement pe1taining to the Tract (other than the SoPo Tract). 2. Other Documents. Assignor and Assignee each agree to execute any and all other documents and instruments which are reasonable and necessary to effectuate the assignment to Assignee in accordance with tenns of the Partial Assignment, including written notice to the City within thirty days of the effective date of this Partial Assignment. 3. Survival of Provisions. All terms, conditions and provisions of this Partial Assignment shall be deemed covenants running with the property and shall be binding upon Assignee, and its respective heirs, successors, and legal representatives. 4. Captions. The captions of sections in the Paiiial Assignment are for convenient reference only and are not to be construed in any way as pati of the Partial Assigmnent. 5. AJlplicable Law. This Partial Assignment shall be governed by and construed in accordance with the laws of the State of Texas and the laws of the United States of America applicable to transactions in Texas. 6. Multiple Counterparts. This Partial Assignment may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. 7. Notices to Assignee. Upon execution of this Partial Assignment, notices to "Developer" as it pertains to the SoPo Tract shall be provided to: William R. Mather 2015 SoPo, Ltd. P.O. Box 11962 College Station, TX 77842 (979) 260-9065 (EXECUTION PAGES FOLLOW) Partial Assignment Assumption of Development Agreement -SOPO vi 2 iiiK U iLE.t,60?, l:'·f� \) l) j 01-: u;:,o�· IN WITNESS WHEREOF, the parties hereto may execute this Agreement in multiple copies, each of equal dignity, as of the date and year set forth on the first page hereof. ST ATE OF TEXAS COUNTY O � ':'.'> § § § ASSIGNOR: MCALISTER OPPORTUNITY FUND 2012, L.P., a Delaware limited partnership This instrument was acknowledged before me this 15'0 day of ��J:ur 2016, by Paul Connor, Manager of MOF 2012 GP, LLC, a Delaware limited liability company, General Partner of MCALISTER OPPORTUNITY FUND 2012, L.P., a Delaware limited partnership, on behalf of said limited partnership and said limited 1 ility company. ,,1111 1,l $'S-��.�!!�� PAMELA VICKERS §�{.-;<:'§Notary Public, State of Texas �,,.,;:: ..... ;:-\!''$ Comm. Expires oe-10-2020 f'j_(:· OF 1" '" 11111111'\' NotB!YJD J 29078852 \ -- Partial Assisnment Assumption of Drvelopment Agreement • SOPO \ I 3 1''1 911 STATE OF TEXAS § ASSIGNEE: !)1J C �.:1.i.2B6t-(1t� 2015 SOPO, LTD., a Texas limited partnership By: Tanglewilde Ventures, LLC, a Texas limited liability company, its General Partner By:�· William R. Mather - President COUNTY OF _&i.MfO 0 � This instrument was acknowledged before me this _j 0 day of '?uuuan� 2016, by William R. Mather, President of Tanglewilde Ventures, LLC, a Texas limited liability company, General Partner of 2015 SoPo, Ltd., a Texas limited partnership, on behalf of said limited partnership and said limited liability company. (NOTARY SEAL) ..... ----�sev�eR=:"l.:EV�S:T�O:NE:--, NOTAFIV \"'UBI.IC . • STAT! OF 'l'!XAS MY OQMM. IUt� 10/04/2020 ' NtHAIW It> ��"1M•I Partial Assignment Assumption ofDcvelopmenl Agreement· SOPO vl 4 ·. I I ,, I EXHIBIT "A" (78.63 acre Tract) Partial A�sigmncnt Assumption of Development Agreement • SOPO v I ;\'. !,,! 5