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Home My WebLink AboutC2011-181 - 5/31/2011 - ApprovedCONSENT AND ASSIGNMENT OF FINANCING AGREEMENT This Consent and Assignment of Financing Agreement (the " Consent ") provides for the assignment and consent of that Financing Agreement (the " Agreement ") made and entered into as of May 12, 2009, by and among the City of Corpus Christi, Texas, a home -rule municipal corporation (the " City ") and Parkdale Shopping Center (the " Developer "), comprised of R -SB STAPLES /SPID, LLC, a Texas limited liability company, JJQ- PARKDALE, LLC, a Texas limited liability company, H &JQ PD, LLC, a Texas limited liability company, and W -SB STAPLES /SPID DE, LLC, a Texas limited liability company, as tenants in common. RECITALS WHEREAS, the Developer is in the process of completing a reorganization in which the respective interests in the Property owned by the four limited liability companies participating as tenants in common in Developer are being contributed into a new Texas limited partnership named PARKDALE INCOME PARTNERS, L.P. (the " Assumptor "); and WHEREAS, the Developer desires to assign all of its right, title and interest in the Agreement to the Assumptor upon the Assumptor's agreement to assume all obligations of Developer under the Agreement and the related pair Share Agreement and seeks consent from the City to such assignment pursuant to Section 8.05 of the Agreement; and NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations, covenants and benefits herein contained, City, the Developer, and Assumptor agree as follows: Section 1. Incorporation of Recitals The recitals to this Consent are hereby incorporated for all purposes. Section 2. Definitions and Terms All terms used herein that are defined in the Agreement shall have their respective meanings as provided in the Agreement. Section 3. Assignment of All Rights Developer assigns all of its right, title and interest in the Agreement to Assumptor. Developer has conveyed its interests in the Project and the Property to Assumptor. Section 4. Assumption of All Liabilities Assumptor agrees to assume all of the obligations, expenses and other liabilities of Developer under the Agreement and perform such obligations as if originally named as Developer therein. Section 5. Fair Share A_ eeement Assumptor further assumes all obligations of Developer under the Fair Share Agreement pursuant to the Consent and Assignment of Fair Share Agreement attached as Exhibit A hereto. Section 6. Change of Notice Address Any notice or other communication required or permitted to be given pursuant to this Agreement shall be given to the Assumptor acting as the '' ' - �ment at the following address: 2011 -181 M2011 -126 05/31/11 nn Parkdale Shopping Ctr. INDEXED Richard Runde President Parkdale Income Partners, L.P. c/o Capital Area Retail Development 11, Inc. 606 W. 12 Street Austin, Texas 78701 w/ a copy to: John D. Bell Wood, Boykin & Wolter, P.C. 615 N. Upper Broadway, Suite 1100 Corpus Christi, Texas 78477 Section 7. Consent to Assignment Pursuant to Section 8.05 of the Agreement, the City consents to the assignment and assumption provided above and agrees that as of and from the date of execution of this instrument by all parties Assumptor shall stand in the place of Developer for all purposes under the terms of the Agreement, and Developer shall be released and discharged from any further obligations thereunder. [EXECUTION PAGE FOLLOWS] IN WITNESS WHEREOF the Parties Hereto have caused this instrument to be duly executed as of the A S day of 2011. DEVELOPER: PARKDALE SHOPPING CENTER By: R -SB STAPLESISPED, LLC A Texas I' ed liability company By: Rich d R Runde, Presiders CITY: CITY OF CORPUS CHRISTI, TEXAS A home -rule municipal corporation City By: JJQ- PARKDALE, LLC A Texas limited liability company By: "'_ fj Name , az T' By: H&JQ PD, LLC A Texas limited liability company F ts n A By: Armando Chapa, City Secretary. APPROVED AS TO LEGAL FORM: w 20 .11 Carlos Valdez, City Attorney By Assi , t C' Attorney By: W -SB STAPLES /SPED DE, LLC A Texas limited liability company By: :. e: Title: :,�� AUTHOR dy MUROIl. - os L -31 f ASSUMPTOR: PARKKDALE INCOME PARTNERS, L.P. By: Capital Area Retail Development $ Inc. Ii LM FA6228 Quick10111 Assignment Consent 0324.doc Exhibit A Consent and Assignment of Fair Share Agreement This CONSENT AND ASSIGNMENT OF FAIR SHARE AGREEMENT (the Consent ") provides for the assignment and consent of that FAIR SHARE AGREEMENT ( "Agreement ") entered into by and between the CITY OF CORPUS CHRISTI, TEXAS (the "City "), a home rule municipal corporation organized under the laws of the State of Texas, and PARKDALE PLAZA, (the "Developer ") comprised of R -SB STAPLES /SPID, LLC, a Texas limited liability company, JJQ- PARKDALE, LLC, a Texas limited liability company, H &JQ PD, LLC, a Texas limited liability company, and W -SB STAPLES /SPID DE, LLC, a Texas limited liability company, as tenants in common. WHEREAS, the Developer is in the process of completing a reorganization in which the respective interests in the Property owned by the four limited liability companies participating as tenants in common in Developer are being contributed into a new Texas limited partnership named PARKDALE INCOME PARTNERS, L.P. (the " Assumptor "); and WHEREAS, the Developer desires to assign all of its right, title and interest in the Agreement to the Assumptor upon the Assumptor's agreement to assume all obligations of Developer under the Agreement and the related Financing Agreement and seeks consent from the City to such assignment; and NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual promises, obligations, covenants and benefits herein contained, City, the Developer, and Assumptor agree as follows: RESOLVED, Developer assigns all of its right, title and interest in the Agreement to Assumptor. Developer has conveyed its interests in the Project and the Property to Assumptor. RESOLVED, Assumptor agrees to assume all of the obligations, expenses and other liabilities of Developer under the Agreement and perform such obligations as if originally named as Developer therein. RESOLVED, the City consents to the assignment and assumption provided above and agrees that as of and from the date of execution of this instrument by all parties Assumptor shall stand in the place of Developer for all purposes under the terms of the Agreement, and Developer shall be released and discharged from any further obligations thereunder. [EXECUTION PAGE FOLLOWS] 1 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be duly executed as of theme -lay of 2011. PARKDALE SHOPPING CENTER By: R -SB STAPLESiSPID, LLC A Texas li t d liability campy Un R. Runde, By: JJQ -PARK DALE, LLC A Texas limited liability company By: Name: By: H&JQ PD, LLC A Texas limited liability company By: W -SB STAPLES/SPID DE, LLC A Texas limited liability company By: e: � ami Title: EgL / nE ASSUMPTOR: PARKDALE INCOME PARTNERS, L.P. By. Capital Area Retail Development Il, Inc. Its GeneydPartner P s _ CITY OF CORPUS CHRISTI, TEXAS A home -rule municin�n Lo A Manager By: Armando Chapa, ttity Secretary APPROVED AS TO LEGAL FORM: . r'!- Jq' 2011 Carlos Valdez, City Attorney By: As ity Attorney 1 ��O `,/, -& AUTHORIZED dY GOURGII_ .. 99 S - 1 0 I S££RE rARY 2