Res 2019-185/approving a Partial Assignment of a Development Agreement from Craddock Avenue Partners, L.L.C. to Carson Diversified Land, L.P. for an approximately 10 acre undeveloped portion of the Buie Tract located along Craddock Avenue at Bishop Stree

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DEVELOPMENT AGREEMENT PARTIAL ASSIGNMENT, ASSUMPTION, I MODIFICATION, AND CITY CONSENT AGREEMENT This Development Agreement Partial Assignment, Assumption, Modification, and City Consent Agreement ("Agreement") is entered into by and among Craddock Avenue Partners LLC ("Assignor"), Carson Diversified Land, LP ("Assignee"), and the City of San Marcos ("City"), with reference to the following recitals of fact and intention: C3 A. Assignor and City have executed that certain Development Agreement regarding the Buie Tract Property dated November 24, 2009.and recorded in Volume 3914, Page 871 of the Official Public Records of Hays County, Texas, (the "Original Agreement"), concerning certain real property located in the City of San Marcos, County of Hays, State of Texas as fiurther described .a on Exhibit "A" to the Development Agreement (the "Overall Property"), as such Original Agreement was approved by the City pursuant to Resolution No. 2009-166R dated December 1, 2009 (the "Resolution") and as corrected by the Correction to Recorded Development Agreement dated October 26, 2012, recorded on November 7, 2012 in the Official Public Records of Hays County as Document Number 1203224 (the "Correction"). Said Development Agreement was partially assigned and modified under terms of a Partial Assignment, Assumption and City Consent Agreement approved by the City by Resolution No. 2013-79R (the "First Assignment"). The Correction, the Original Agreement, Resolution and First Assignment are, collectively, the "Development Agreement". B. Assignee is under contract to purchase from Assignor a portion of the Overall Property as fin-ther described on Exhibit "A" attached hereto (referred to herein as the "Craddock Mixed Use Property" and previously referred to in the Original Agreement as "Phase 1 MU"). As a condition to Assignee's purchase of the Craddock Mixed Use Property, Assignor desires to assign all of its right, title and interest under the Development Agreement with respect to the Craddock Mixed Use Property to Assignee, and Assignee desires to assume all of Assignor's obligations under the Development Agreement with respect to the Craddock Mixed Use Property, and City desires to consent to such assignment and assumption, upon the terms that follow. C. City, Assignor, and Assignee (referred to herein individually as a "Party" and collectively as the "Parties") also wish to make certain minor modifications to the terms of the Development Agreement to clarify the current intent of the Parties. AGREEMENT Now, therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignment of Rights. Effective upon closing of the sale of the Craddock Mixed Use Property from Assignor to Assignee (the "Closing"), and only if the Closing occurs, Assignor hereby assigns to Assignee all of its right, title and interest in, to and under the Development Agreement with respect to the Craddock Mixed Use Property. Assignor hereby represents and warrants that Assignor is not currently in default under the Development Agreement.