HomeMy WebLinkAbout18- Assignment and Assumption of Annexation Agreement - Cresent Cross, LLP and The Cottonwood Project, LLC Return To. 2614646
Security Title Company page: 1 of 7 05/2512018 11:35:59 AM Fee: $49.00
P.O. Box 6550 1111111l4IIIIItlllllMills llllll Gallatin
lllllllllll4111111111111111111111 MISC
Bozeman MT 59771-6550
o:
0 S-TL b16U-1(07
The Cottonwood Project, LLC
c/o LocalConstruct Advisors, LLC
3112 Los Feliz Boulevard
Los Angeles, California 90039
Attention: Casey H, Lynch
(Reserved for Recording Information)
Assignment and Assumption of Annexation Agreement
THIS ASSIGNMENT AND ASSUMPTION OF ANNEXATION AGREEMENT (this
"Assignment") is entered into as of May 25, 2018, by and between CRESENT CROSS
LIMITED LIABILITY PARTNERS ("Assignor"), and THE COTTONWOOD PROJECT, LLC,
a Delaware limited liability company ("Assignee").
WITNESSETH
A. Assignor, as Seller, and Assignee (as successor-in-interest to LCA-CA I, LLC, a
California limited liability company), as Buyer, have entered into that certain agreement
captioned "REAL ESTATE PURCHASE CONTRACT", effective as of April 2, 2018 (as the
same may be amended, modified and/or supplemented from time to time, the"Agreement").
B. Pursuant to the Agreement, Assignor has agreed to assign to Assignee, and
Assignee has agreed to accept and assume, any and all of Assignor's right, title and interest in
and to that certain agreement captioned "2017 CRESENT CROSS ANNEXATION
AGREEMENT", dated as of October 2, 2017, by and between Assignor, as Landowner, and the
City of Bozeman, a municipal corporation and self-governing political subdivision of the State of
Montana, as City (as the same may be amended, modified and/or supplemented from time to
time, the "Annexation Agreement").
NOW, THEREFORE, effective as provided in Section I below, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and
IAssignee agree as follows:
1. Assignor hereby assigns, sells, transfers, sets over and delivers unto Assignee, all
of its rights, title and interest in and to the Annexation Agreement, to be become effective
immediately upon the closing of the transaction contemplated in the above-referenced
Agreement and the recording of the deed (the "Deed") by which Assignor will convey to
Assignee the real property which is the subject of the Agreement.
2. Assignee hereby assumes from and after the date of recordation of the Deed the
performance of all of the terms, covenants and conditions of the Anmexation Agreement on
Assignor's part to be performed thereunder.
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Assignor's part to be performed thereunder.
3. This Assignment shall be binding upon, and inure to the benefit of, Assignor and
Assignee and their respective successors and assigns.
4. This Assignment shall be governed by, interpreted under, and construed and
enforceable in accordance with, the laws of the State of Montana.
5. No amendment or modification to any terms of this Assignment, waiver of the
obligations of Assignor or Assignee hereunder, or termination of this Assignment, shall be valid
unless in writing and signed by Assignor and Assignee. In the event that the terms of this
Assignment conflict with the terms of the Agreement, the Agreement shall control.
6. This Assignment may be executed in any number of counterparts, each of which
shall be deemed an original, and all of which, together, shall constitute one and the same
instrument.
I
12489927.3 2
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IN WITNESS WHEREOF, and intending to be legally bound hereby, Assignor
and Assignee have executed this Assignment as of the day and year first above written.
"ASSIGNOR":
CRESENT CROSS, LLP,
By:
Name:__
Title: j
"ASSIGNEE":
THE COTTONWOOD PROJECT, LLC,
a Delaware limited liability company
By: LocalConstruct Advisors, LLC,
a Delaware limited liability company,
its Manager
By.
Y
Name: &ej [ n[
Title: tu,k
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State of Montana
County of Gallatin
On this L2 day of in the year —&kk before me personally appeared
Dayle H. Kountz known to me to be&c Authorized Signer of Cresent Cross Limited Liability
Partners ip that executed the within instrument and acknowledged to me that he executed the same.
—�A \,
Notary ignature
Printed Name
Notary Public for the State of KRIS pgSpN
2- Notary Public
Residing at :144 1qz `_for the State of Montana
My commission expires <*'• S)E AL * Residing at:
• =r, Razeman, Montana
My Commission Expires:
-- - _August 12 2018
2614646 Page 5 of 7 05/25/201 8 1 1 :35:59 AM
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California }
County of 1AS
On n Uy Y� JNJ V ,before me, CAVOI I 4 Yl(d A jA iUA , a Notary Public,
personally appeared pk5 =V Lq h ,who proved to me on the basis of
satisfactory evidence to be the person whose name(,sl i arol"subscribed to the within
instrument and acknowledged to me at slelth executed the same in /h�r/theif
authorized capacity(ies , and that by his/her/th • signature("the instrument the personV, or
the entity upon behal of which the person(s acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official se
_ CARMINA INCIONG VEGiGA
Commission#2100742
Z Notary Public-California n
Signature z Los Angeles County
My Camm.Expires Feb 22,2019 y
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CONSENT OF CITY OF BOZEIVIAN
City of Bozeman, a municipal corporation and self-governing political subdivision of the
State of Montana (the "City"), hereby consents to the Assignment and Assumption of
Annexation Agreement. Without limitation on the foregoing, the foregoing shall constitute the
City's written consent to such assignment pursuant to Section 21 of the Annexation Agreement.
an, OIL BOZEMAN,
a municipal corporation and self-governing
political subdivision of the State of Montana
By:
Name:
Title: +Ckl1� C1' 1 I'Yl�i�l�[ pig . • • • ■ 1jV
�r. J9
ATTEST: •
y.y w _ •
�lz'• . . . • ' �ILK
A'PIN co
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STATE OF MONTANA )
:SS
County of Gallatin )
This instrument was acknowledged before me on the 0-day of ,
21018, by�ir\%o i" 1�,r"„ � known to the io b(c the person w aosc name is
subscribed to the within instrument and acknowledged to me that he executed the saute.
C OV3 ftf\0(je V--Cum
IN WITNESS 'WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
�,,, [BR�EAN�9DA SWEENEY NOTARY PUBLIC FOR THE ST TE OF
'`wao�SW�F2 r rg 4%aryPubRc
? cTnalq� ' {ate of Montana Printed Name: �y-e�n�,
Residing at: Residing at
*' SEAL.=Q,= Bone nah, Montana My Co mmi sion Expires:
MY Commission Expires: f
,, '; i]ecember 02,2018