Res 2013-079/Approving a Partial Assignment of a Development Agreement from Craddock Avenue Partners, LLC to Capstone Collegiate Communities LLC

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Ek Vol P9 13028582 OPR 4728 655 Development Agreement and any applicable deed restrictions, covenants or other conditions running with the land. 4.2. Of the Phase 1 Density set forth in Section 2(b) of the Development Agreement, 194 Lots/Units are exclusively allocated to the Capstone Property. The remaining Lots/Units are allocated to Assignor's Remaining Property within Phase 1, subject to the requirements of the Development Agreement and any applicable deed restrictions, covenants or other conditions running with the land. 5. Impervious Cover Allocation. Effective upon Closing: 5.1. Of the Permitted Project Impervious Cover set forth in Section 3(a) of the Development Agreement, 16.50 acres of the permitted project impervious cover are exclusively allocated to the Capstone Property, with the remaining 14.13 acres of permitted project impervious cover allocated to Assignor's Remaining Property in whatever manner Assignor desires in accordance with the Development Agreement. 5.2. Any remaining permitted project impervious cover not utilized by Assignee following completion of development of the Capstone Property may be used on Assignor's Remaining Property in accordance with the terms of the Development Agreement. 6. City Consent to Assignment and Assumption and Effective Date of Agreement. Subject to the satisfaction of those certain conditions as approved by the San Marcos City Council on June 18, 2013, attached hereto and made a part hereof as Exhibit "2" (the "City's Conditional Approval "), City hereby consents to such partial assignment and assumption in conformance with the terms and conditions of the Development Agreement. This Agreement shall be effective upon the full satisfaction of the City's Conditional Approval (the "Effective Date "), and City hereby agrees that, from and after the Effective Date of this Agreement, it shall recognize Assignee as the "Owner" of the Capstone Property for all purposes under the terms of the Development Agreement. 7. Notice Address. If any notice is given by the City to either the Assignor or the Assignee, the City shall also give such notice to the other Party. For purposes of notices under the Development Agreement, the address for Assignee is Capstone Collegiate Communities, LLC, 431 Office Park Drive, Birmingham, Alabama 35223, Attention: John Vawter, with a copy to David A. Ryan, Esq., Hand Arendall LLC, 71 N. Section Street, Suite B, Fairhope, Alabama 36532 and the address for Assignor is P.O. Box 50324, Austin, Texas 78763, with a copy to Douglas Bender, Esq., 1208 West Avenue, Austin, Texas 78701. 8. Notice and Cure Rights of Designees. If any notice is given by the City to the Assignor or the Assignee, the City shall also give such notice to Assignee's construction lender and any other party requested in writing by Assignee (such lender or other party, an "Assignee Designee "). Any written designation of an Assignee Designee will include a notice address for such Assignee Designee. The City further acknowledges that any Assignee Designee has a right (but not the obligation) to remedy or cure any default by the Assignee under the Development