R2017-123 2017-06-26RESOLUTION NO. R2017-123
A Resolution of the City Council of the City of Pearland, Texas, authorizing
the assignment and assumption of a tax abatement agreement by
Woodbury Strategic Partners Fund, L.P. to SE Pearland Transitory, LLC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain Consent to Assignment and Assumption attached hereto as
Exhibit "A" and made a part hereof for all purposes, is hereby approved.
PASSED. APPROVED. AND ADOPTED this 26'" day of June, A.D., 2017.
ATTEST:
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
TOM REI
MAYOR
RESOLUTION NO. R2017-123
Exhibit "A"
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and
Assumption") dated June 26, 2017, is entered into by Woodbury Strategic Partners Fund, L.P.
("Assignor"), and SE Pearland DTA, LLCM("Assignee"):
RECITALS
A. Reference is hereby made to that certain Tax Abatement Agreement dated as
of July 20, 2011 and amended on February 11, 2013 and October 14, 2013 by and between
Merit Medical Systems, Inc. ("Merit") and the City of Pearland (the "Contract"), attached
hereto as Exhibit "A". All initially capitalized terms not otherwise defined herein shall have
the meanings set forth in the Contract unless the context clearly indicated otherwise.
B. Merit assigned all of its rights, interest to any abated taxes under the Contract
to Woodbury Strategic Partners Fund, L.P. by way of an Assignment and Assumption
Agreement dated October 14, 2013.
C. Assignor desires to assign to Assignee, all of Assignors' right, title and interest,
to any abated taxes under the Contract, and Assignee desires to accept the assignment thereof;
however, Merit retains its obligations under the Contract and Merit shall remain a party to the
Contract with respect to the obligations to perform thereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
1. Assignment and Assumption; Assumption.
1.1 Assignment. Assignor hereby transfers, assigns and conveys all of its rights,
interest to any abated taxes under the Contract.
1.2 Assumption. Assignee hereby assumes all of the terms and provisions under
the Contract with respect to receiving the rights to any abated taxes under the Contract; and
Merit shall continue to be a party to the Contract and shall be responsible for the obligations
under the Contract and agrees fully and faithfully to perform and discharge all performance
obligations under the Contract.
1.3 This Assignment and Assumption shall be binding on and inure to the benefit
of Assignors, Assignee, and Merit, and their respective heirs, executors, administrators,
successors in interest and permitted assigns.
1.4 This Assignment and Assumption is contingent upon its approval by the City
of Pearland.
2. Counterparts. This Assignment and Assumption may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which when taken together
shall constitute one and the same instrument. Each counterpart may be delivered by facsimile
transmission. The signature page of any counterpart may be detached therefrom without
impairing the legal effect of the signature(s) thereon provided such signature page is attached
to any other counterpart identical thereto.
IN WITNESS WHEREOF, Assignors and Assignee have executed this Assignment
and Assumption as of the day and year first above written.
"ASSIGNEE"
SE PEARLAND, DST
By SE PEARLAND DTA, LLC,
A Delaware limited liability Company, its Discretionary
Trust As • 4 istr or
By
4ft
1an
itle: Authorized Signatory
[Signatures Continue on Following Page]
"ASSIGNOR"
PEARLAND MEDICAL L.L.C., a Utah limited liability company
By: WOODBURY STRATEGIC PARTNERS FUND, L.P., a Delaware limited
partnership, Its Manager
By: WSP TRUFFLES L.L.C., a Delaware limited liability company, Its
General Partner
By: WOODBURY STRATEGIC PARTNERS MANAGEMENT
L.L.C., a Utah Iii meted Iiability company, Its Manager
Bv:
By:
O. Randall Woodbury, Manager
Lance Bullen, Manager
By:
Lane Critchfield, Manager
By:
John R. Miller, Manager
[Signatures Continue on Following Page]
"ASSIGNOR"
PEARLAND MEDICAL L.L.C., a Utah limited liability company
By: WOODBURY STRATEGIC PARTNERS FUND, L.P., a Delaware
limited partnership, Its Manager
By: WSP TRUFFLES L.L.C., a Delaware limited liability company, Its
General Partner
By: WOODBURY STRATEGIC PARTNERS MANAGEMENT
L.L.C., a Utah limited liability company, Its Manager
By:
O. Randall Woodbury, Manager
By:
By:
Lance I3 IIICn, Manager
Lane Critchfield, Manager
John R. Miller, Manager
[Signatures Continue on Following Page]
"ASSIGNOR"
PEARLAND MEDICAL L.L.C., a Utah limited liability company
By: WOODBURY STRATEGIC PARTNERS FUND, L.P., a Delaware limited
partnership, Its Manager
By: WSP TRUFFLES L.L.C., a Delaware limited liability company, Its
General Partner
By: WOODBURY STRATEGIC PARTNERS MANAGEMENT
L.L.C., a Utah limited liability company, Its Manager
By:
0. Randall Woodbury, Manager
By:
Lance Bullen, Manager
By -
Ane Grit
B : /1
o1iir1Z. Miller, Manager
[Signaturi✓s/Continue on Following Page]
"MERIT"
Merit Medical Systems, Inc.,
By:
Bernard Birkett hief F ncial Officer
APPROVED.
City of
By:
ay Pea . o City Manager
ti)v