R2009-113 - 2009-07-13RESOLUTION NO. R2009-113
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, CONSENTING TO AN ASSIGNMENT AND
ASSUMPTION AGREEMENT.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
Section 1. That certain Assignment and Assumption Agreement attached hereto
as Exhibit "A" and made a part hereof for all purposes, is hereby approved.
PASSED, APPROVED, AND ADOPTED this 13th day of July, A.D., 2009.
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T REID
MAYOR
ATTEST:
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APPROVED AS TO FORM:
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DARRIN M. COKER
CITY ATTORNEY
Exhibit "A"
Resolution No. R2009-113
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is entered into
as of the _ day of June, 2009, by and between AmREIT Realty Investment Corporation, a Texas
corporation ("Assignor"), and AmREIT, a Maryland real estate investment trust ("Assignee").
WHEREAS, pursuant to that certain Agreement of Purchase and Sale, dated as of December 28,
2007, between Assignor and Shadow Creek Retail, LP ("Seller"), Assignor purchased a parcel of real
property and certain other assets from Seller (the "Purchase Agreement");
WHEREAS, in connection with the transactions effectuated by the Purchase Agreement, Seller,
pursuant to that certain Assignment of Receivables, dated as of June 6, 2008, assigned to Assignor all
right, title and interest in, to and under the proceeds, receivables or reimbursements generated by the
Chapter 380 Economic Development Grant (the "380 Receivable") which are payable by the City of
Pearland, Texas (the "City") in the aggregate principal amount of approximately $1,700,000 as described
in that certain Development Agreement, dated as of February 22, 2007 (and as amended on June 18,
2007), between the City, the Pearland Economic Development Corporation (the "EDC") and Seller;
WHEREAS, the Assignor is a wholly-owned subsidiary of Assignee and is treated as a taxable
real estate investment trust subsidiary of Assignee for federal income tax purposes; and
WHEREAS, in order to avail the 380 Receivable of the pass-through tax treatment of Assignee
for federal income tax purposes, Assignor desires to assign all right, title and interest in the 380
Receivable to Assignee, and Assignee has agreed to assume certain obligations of Assignor as set forth
herein.
NOW, THEREFORE, BE IT RESOLVED, that, for and in consideration of the mutual covenants
and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Assignor and Assignee do hereby agree as follows:
1. Assignor hereby assigns and transfers to Assignee all right, title and interest in, to and
under the 380 Receivable.
2. Assignee hereby accepts the assignment and transfer from Assignor of all of Assignor's
liabilities and obligations arising out of or related to the 380 Receivable, including, but not limited to,
those arising under the documents, to the extent such documents relate to the 380 Receivable, which are
set forth on Exhibit A attached hereto, and Assignee does hereby agree to pay and perform all such
liabilities and obligations.
3. Nothing in this Agreement is intended to modify, alter or amend in any respect the rights
or obligations of the parties under the Purchase Agreement and/or the 380 Receivable, each of which shall
remain in full force and effect notwithstanding the execution and delivery of this Agreement.
4. From time to time after the date of this Agreement, Assignor and Assignee, at the request
of the other, shall take all such further actions and execute all such further instruments or documents as
the other party may reasonably request in order to more effectively or completely assign, transfer or
convey the 380 Receivable, to assist Assignee in exercising all rights and benefits with respect thereto and
to confirm Assignee's assumption of the liabilities or obligations with respect thereto.
5. This Agreement shall be binding upon and inure to the benefit of Assignor and Assignee
and their respective permitted successors and assigns, and nothing herein is intended or shall be construed
to give any other person any right, remedy or claim under, to or in respect of this Agreement.
6. This Agreement shall be governed by and construed in accordance with the laws of the
State of Maryland, without regard to principles of conflicts of law.
7. The provisions of this Agreement may not be amended, modified or waived except by the
written agreement of Assignor and Assignee.
8. This Agreement may be signed in any number of counterparts with the same effect as if
the signatures thereto and hereto were upon the same instrument.
[Remainder of Page Left Blank Intentionally; Signature Page Follows]
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Agreement
as of the date first set forth above.
ASSIGNOR:
AmREIT REALTY INVESTMENT CORPORATION
By:
Name:
Title:
H. Kerr Taylor
President and Chief Executive Officer
ASSIGNEE:
AmREIT
By:
Name:
Title:
H. Kerr Taylor
President and Chief Executive Officer
[Signature Page to Assignment and Assumption Agreement]
Exhibit A
Liabilities and Obligations
Development Agreement, dated as of February 22, 2007, executed by City, EDC and Seller.
City of Pearland Standard Amendment to Development Agreement, dated as of June 18, 2007,
executed by City, EDC and Seller.
A-1