R-2013-142-2013-09-09 RESOLUTION NO. R2013-142
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
PEARLAND, TEXAS, CONSENTING TO ASSIGNMENT OF CERTAIN
AGREEMENTS BY SHS PARTNERS, LLC TO MERITAGE HOMES,
LLC.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS:
Section 1. That certain Consent to Assignment attached hereto as Exhibit "A"
and made a part hereof for all purposes, is hereby approved.
PASSED, APPROVED, AND ADOPTED this 9th day of September, A.D., 2013.
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TOM REID
MAYOR
ATTEST:
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CI SEC ARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Resolution No. R2013-142
Exhibit"A"
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment
and Assumption") dated September 9th, 2013, is entered into by and between SHS
Partners, LLC, formerly known as SHS Partners, Ltd. ("Assignor"), and Meritage Homes
of Texas, LLC, an Arizona limited liability company ("Assignee"):
RECITALS
A. Reference is hereby made to that certain Development Agreement
between Assignor and the City of Pearland ("City") dated March 27, 2006
as amended by Amendment to Development Agreement dated August 27,
2012 ("Development Agreement").
B. Reference is hereby made to that certain Oversize Agreement between
Assignor and City dated December 10, 2012 ("Oversize Agreement").
C. That the Development Agreement and Oversize Agreement referenced
herein shall collectively be referred to as the Contracts.
D. Assignor desires to assign to Assignee, all of Assignor's right, title and
interest, to and under the Contracts, and Assignee desires to accept the assignment
thereof and assume Assignor's obligations 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
Assignor's rights, interest, liabilities and obligations in and to the Contracts.
Immediately upon execution of this Agreement, Assignor agrees to provide Assignee
copies of the plans, specifications and bids that Assignor obtained pursuant to the
Contract.
1.2 Assumption. Assignee hereby assumes all of the terms and provisions
under the Contracts, and all of Assignor's obligations under the Contracts arising after the
date hereof and agrees fully and faithfully to pay, perform and discharge, as and when
payment, performance and discharge are due, all of Assignor's obligations under the
Contracts arising after the date hereof
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1.3 This Assignment and Assumption shall be binding on and inure to the
benefit of Assignor and Assignee and their respective heirs, executors, administrators,
successors in interest and permitted assigns.
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, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
SHS PARTNERS,LLC,
a Texas limited liability company
By: HLDL Management,LLC,
its manager
By: 10
Ji
le- R. Holcomb,Manager
By: RPDC t .,a Texas corporation,
,its manager
B y: 4 , , ,.='rte'
John Sal tasiero,Preside i
"ASSIGNEE"
Meritage Homes of Texas,LLC,
an Arizona limited liability company
By:
Its:
2
008003.00004714835-4562-0245.v3
1.3 This Assignment and Assumption shall be binding on and inure to the
benefit of Assignor and Assignee and their respective heirs, executors, administrators,
successors in interest and permitted assigns.
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, Assignor and Assignee have executed this
Assignment and Assumption as of the day and year first above written.
"ASSIGNOR"
SHS PARTNERS,LLC,
a Texas limited liability company
By: HLDL Management,LLC,
its manager
By:
James R.Holcomb,Manager
By: RPDC,Inc.,a Texas corporation,
its manager
By:
John Santasiero,President
"ASSIGNEE"
Meritage Homes of Texas, LLC,
an Arizona limited liability company
By: .�
Its: 5 2, v 16 '
2
008005.00004714835-4562-0245.0
APPROVED:
City of Pearl. '
By: At
ity anager
Bill Eisen
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