13-41 - R1
TOWN OF PROSPER, TEXAS
RESOLUTION NO. 13-41
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER,
TEXAS, AUTHORIZING THE TOWN MANAGER OF THE TOWN OF
PROSPER, TEXAS, TO ACKNOWLEDGE ON BEHALF OF THE TOWN THE
ASSIGNMENT OF DEVELOPMENT AGREEMENT BY AND AMONG PDC 380
PROSPER, LTD., JOHN E. PAPAGOLOS AND BARRY T. MILTON, AS MORE
FULLY DESCRIBED HEREIN; MAKING FINDINGS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, PDC 380 Prosper, Ltd. ("Assignor"), Mustang -Midway Plano, Ltd., and the
Town of Prosper, Texas (the "Town"), entered into a Developer's Agreement dated to be
effective as of October 26, 2004, as amended by (i) the First Amendment to Developer's
Agreement dated to be effective as of June 22, 2005, (ii) the Second Amendment to
Developer's Agreement dated to be effective as of June 8, 2010, (iii) the Third Amendment to
Developer's Agreement dated to be effective as of June 8, 2010, and (iv) the Fourth
Amendment to Developer's Agreement dated to be effective as of June 8, 2010 (collectively, the
"Development Agreement") regarding the disbursement of funds by the Town to Assignor; and
WHEREAS, Assignor now desires to assign to Assignees John E. Papagolos and Barry
T. Milton ("Assignees") all of Assignor's rights, title and interests in, to, under, pursuant to,
and/or in connection with the Development Agreement, and Assignees desire to accept such
assignment and assume all of Assignor's remaining obligations under the Development
Agreement, subject to the terms and provisions of this Assignment; and
WHEREAS, the Assignment of Development Agreement provides for the Town's
acknowledgment of said Agreement, and the Town Council of the Town of Prosper, Texas,
desires to authorize the Town Manager to acknowledge the Assignment of Development
Agreement on behalf of the Town of Prosper, Texas, and the Town Attorney has approved
same.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS, THAT:
SECTION 1
All of the above premises are found to be true and correct and are incorporated into the
body of this Resolution as if copied in their entirety.
SECTION 2
The Town Manager of the Town of Prosper, Texas, is hereby authorized to acknowledge
the Assignment of Development Agreement on behalf of the Town, and take any and all other
actions necessary to effectuate the same.
Resolution No. 13-41, Page 1
SECTION 3
This Resolution is effective immediately upon its passage.
DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER,
TEXAS, THIS 25TH DAY OF JUNE, 2013.
, -/
_ V V1
Ray Smith, Mayor
ATTEST:
Robyn Ba ftle, Town Secretary
APPROVED AS TO FORM AND LEGALITY:
Terrence S. Welch, Town Attorney
Resolution No. 13-41, Page 2
ASSIGNMENT OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT (this "Assignment") is
entered into effective as of the ay of June, 2013 (the "Effective Date"), by and among
PDC 380 PROSPER, LTD., a Texas limited partnership ("Assignor"), JOHN E, PAPAGOLOS,
an individual ("Papap-olos"), and BARRY T. MILTON, an individual ("Milton") (Papagolos and
Milton are hereinafter collectively referred to as the "Assignees").
WITNESSETH:
WHEREAS, Assignor, Mustang -Midway Plano, Ltd., a Texas limited partnership
("Mustaniz") and the Town of Prosper, Texas (the "Town"), have entered into that certain
Developer's Agreement dated to be effective as of October 26, 2004 (the "Original Development
Agreement") as amended by (i) that certain First Amendment to Developer's Agreement dated to
be effective as of June 22, 2005 (the "First Amendment"), (ii) that certain Second Amendment to
Developer's Agreement dated to be effective as of June 8, 2010 (the "Second Amendment"), (iii)
that certain Third Amendment to Developer's Agreement dated to be effective as of June 8, 2010
(the "Third Amendment"), and (iv) that certain Fourth Amendment to Developer's Agreement
dated to be effective as of June 8, 2010 (the "Fourth Amendment"; the Original Development
Agreement, the First Amendment, the Second Amendment, the Third Amendment and the
Fourth Amendment are hereinafter collectively referred to as the "Development Agreement")
regarding the disbursement of funds by the Town to Assignor; and
WHEREAS, Assignor now desires to assign to Assignees all of Assignor's rights, title
and interests in, to, under, pursuant to, and/or in connection with the Development Agreement,
and Assignees desire to accept such assignment and assume all of Assignor's remaining
obligations under the Development Agreement, subject to the terms and provisions of this
Assignment; and
WHEREAS, the Town Council of the Town of Prosper, Texas, has authorized the Town
Manager to acknowledge this Assignment on behalf of the Town of Prosper, Texas.
NOW, THEREFORE, for and in consideration of the premises, covenants and
agreements set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Assignor hereby conveys, transfers and assigns to each Assignee one-half (1 /2) of
all of Assignor's rights, title and interests in, to, under, pursuant to, and/or in connection with the
Development Agreement, including, without limitation, all rights to receive all Improvements
Reimbursement Amount (as defined in the Development Agreement) remaining to be paid to
Assignor pursuant to the Development Agreement. Without limiting the foregoing, it is the
intention of the Parties hereto that all payments of the Improvements Reimbursement Amount
due to Assignor after the Effective Date hereof be paid directly to each Assignee in equal shares.
2. Assignees hereby accept the assignment of the Development Agreement from
Assignor and assume all of Assignor's remaining obligations, covenants and/or conditions under
or relating to the Development Agreement which arise after the Effective Date of this
Assignment.
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3. Assignor hereby represents, warrants and covenants to Assignees that the
Development Agreement reflects the entire understanding and agreement regarding the subject
matter thereof, and that there are no remaining duties or obligations of the Assignor under or
relating to the Development Agreement. Assignor hereby further represents, warrants and
covenants that Assignor (i) has fully disclosed all significant liabilities, obligations and other
matters within its current actual knowledge arising under or in connection with or otherwise
relating to the Development Agreement; (ii) has not heretofore assigned or transferred any of its
rights arising under the Development Agreement; (iii) has not granted any options, warrants or
other rights in or to the Development Agreement; and (iv) has paid all fees and costs, if any,
arising under, relating to any work or services provided by Assignor or on Assignor's behalf in
connection with, or otherwise relating to the Development Agreement.
4. Assignor shall promptly deliver to Assignees (i) copies of any and all other
documents or information received by Assignor after the Effective Date of this Assignment
pertaining to the Development Agreement; and (ii) all other information and materials delivered
to Assignor, in Assignor's possession or prepared by or on behalf of Assignor relating to the
Development Agreement.
5. From and after the Effective Date of this Assignment, Assignor hereby agrees to
immediately remit to Assignees in equal shares any and all Improvements Reimbursement
Amount that Assignor receives pursuant to the Development Agreement, which remittance shall
occur within three (3) business days of receipt by Assignor.
6. Assignor hereby agrees to indemnify and hold Assignees harmless from and
against any and all liabilities, damages, costs and expenses (including, without limitation,
intended and by way of example only, reasonable attorneys' fees, disbursements and amounts
paid in settlement of claims) arising out of the failure of Assignor to fulfill all obligations under
the Development Agreement which accrued prior to the Effective Date of this Assignment.
7. This Assignment shall be binding upon and inure to the benefit of Assignor,
Assignees and their respective successors and assigns. This Assignment shall not be modified,
except in writing executed by both parties hereto. This Assignment shall be governed by,
construed and enforced in accordance with the laws of the State of Texas. Subject only to the
First Amendment entered into contemporaneously herewith, this Assignment constitutes the
entire agreement of the parties hereto with respect to the Development Agreement and
supersedes all prior and contemporaneous understandings and Agreement between the parties
with respect to the Development Agreement.
[THE BALANCE OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
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IN WITNESS WHEREOF, Assignor and Assignees have executed this Assignment to
be effective as of the date first written above.
ASSIGNOR:
PDC 380 PROSPER, LTD.,
a Texas limited partnership
By: 380 Prosper, Inc.,
a Texas corporation,
its General Partner
By:
I� n E. Papagolos, President
CONSENTED AND APPROVED BY:
TOWN OF PROSPER, TEXAS
By:
/{!�✓�
Name:
Harlan Jeffei
Title:
Town anal
Date:
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ASSIGNEES:
Jo E. Papagolos ✓
Bar ff.:4*lton
ACKNOWLEDGEMENT
STATE OF TEXAS §
COUNTY OF -CulAAg §
This instrument was acknowledged before me on the r,24114 day of J-ahjp- , 2013, by
John E. Papagolos, President of 380 Prosper, Inc., a Texas corporation, General Partner of PDC
380 Prosper, Ltd., a Texas limited partnership, known to me to be the person who executed this
agreement in the capacity and for the purposes therein stated.
My Commission Expires:
P PAARY K. BARBER
My Commission txpllld*
September og, 2013
OF
STATE OF TEXAS §
COUNTY OF CbLupq §
Notary Publi:iInand for the State of Texas
This instrument was acknowledged before me on the ol4T-,u day of �T-u tjg , 2013, by
John E. Papagolos, an individual, known to me to be the person who executed this agreement in
the capacity and for the purposes therein stated.
My Commission Expires:
1 Z-',P-Yrp*e\- MARY K. BARBER
. My Commission Expires
uAll; September 09, 2013
..........
STATE OF TEXAS §
COUNTY OF §
Notary Au&hqn- and for the State of Texas
This instrument was acknowledged before me on the day ofTjk_Mcam, 2013, by
Barry T. Milton, an individual, known to me to be the person who executed this agreement in the
capacity and for the purposes therein stated.
My Commission Expires:
MARY K. BARBEK
i My Commission Expires
September 09, 2013
ol
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Notary T3ubliein and for the State of Texas
STATE OF TEXAS §
COUNTY OF COLLIN §
This instrument was acknowledged before me on the qdaj of ;'Gt./1 e., 2013, by
Harlan Jefferson, Town Manager of the Town of Prosper, Texas, known to me to be the person
who executed this agreement in the capacity and for the purposes therein stated.
My Commission Expires:
S
Robyn D. Battlej
s _ i n, Notary Public.
State of Texas
9f,o"' Comm. EXP. 05-04-15
"'Ikzo
Notary P blic in and for the State of Texas
Filed and Recorded
officlal Public Records
Stacey Kemp, County Clerk
Collin County; TEXAS
08/0112013 03.10 22 P19
$32 00 CJAMAL
20130801001084690