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HomeMy WebLinkAboutFire Station # 1 - Warranty Deed - Property of Public Safety Building-FM 528 10.0 Acre Tract-3Acre Tract to be Sold 07-03-03 • RECORDED AT THE REQUEST GEC 2QU3 53616 3 pgs OF FIRST AMERICAN TITLE WARRANTY DEED 018- -1201 THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF GALVESTON That MIDDLE EAST EQUIPMENT COMPANY,INC.,a Texas Corporation Grantor(s),of the County of (A:cc'S and State of T-e-40..5 for and in consideration of the sum of Ten and No/100(S10.00)Dollars, and other valuable consideration to the undersigned paid by the Grantee(s) herein named, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT,SELL AND CONVEY unto CITY OF FRIENDSWOOD Grantee(s),whose mailin address is: 91D lQ , / Jends/.)QD City of / I 'o ,County of &a!Vfcs A) and State of as all of the following described real property in Galveston County,Texas,to-wit: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. together with all of the rights,titles,appurtenances and hereditaments thereto. This conveyance is made and accepted subject to all easements,reservations,conditions, covenants and restrictive covenants as the same appear of record in the Office of the County Clerk of the county aforesaid. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells, and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging,to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor binds Grantor and Grantor's heirs,executors,administrators,successors or assigns to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires,singular nouns and pronouns include the plural. EXECUTED on this the G day of/.1< j ,2003. MIDDLE EAST EQUIPMENT COMPANY,INC. ai• By: Name: Y �t H1""" Title: fKjl Oc'v T y3w.s-V-3— 1 8-- 96-1208 STATE OF TEXAS COUNTY OF 75e-"." ` „(--) This instrument was acknowledged before me on ;/�j ��� , 2003, by �19k€ - //,9 XA7A. of MIDDLE EAST EQUIPMENT COMPANY, INC., a Texas corporation, on behalf of said corporation. { ,,,,, Notary Public,State of Texas j I S� S.HONCOOP N MY COMMISSION EXPIRES 1 t 2l)O6 My Commission Expires: u/./ A • 'D . A AN TO: Ali - 1 t A, ARM /(c 018i96 - 1209 ' EXHIBIT"A" Being a 10.000 acre(435,588 square foot)tract of land situated in the George W.Patterson Survey,Abstract No. 645,Galveston County,Texas,and being all of that certain called 10.00 acre tract conveyed to Middle East Equipment Company,Inc.,described in Warranty Deed with Vendor's Lien filed under County Clerk's File No. 9637849,Film Code No.011-53-2478 of the Official Public Records of Real Property of Galveston County,Texas, and being more particularly described by metes and bounds as follows,with the basis of bearings being the deed calls of said 10.00 acre tract: BEGINNING at a 1-1/2-inch iron pipe found marking the northernmost corner of said 10-00 acre tract,the westernmost corner of that certain called 1.212 acre tract conveyed to the Galveston County Consolidated Drainage District,described in Special Warranty Deed filed under County Clerk's File No.2005018923, Film Code No.018-24-1714 of said Official Public Records,and being on the southeast right-of-way line of South Parkwood Avenue(F.M. 528),a 180 foot wide right-of-way; THENCE South 44 deg.48 min.00 sec.East,with the northeast line of said 10.00 acre tract,same being the southwest line of said 1.212 acre tract,at a distance of 660.06 feet,pass a 5/8-inch iron rod with cop(stamped "C.L.Davis")marking the southernmost corner of said 1.212 acre tract,and a west corner of the residue of that certain called 115.586 acre tract conveyed to George A.Bofysil,Jr.,described in Quitclaim Deed filed under County Clerk's File No.8537569,Film Code No.004-10-2007 of said Official Public Records,continuing with the said northeast line of the 10.00 acre tract,some being a southwest interior line of said Bofysil residue tract,for a total distance of 1000.00 feet to a 1-inch iron pipe found marking the easternmost corner of said 10.00 acre tract and a west interior corner of said Bofysil residue tract; THENCE South 44 deg.46 min. 15 sec.West,with the southeast line of said 10.00 acre tract,same being a northwest line of said Bofysil residue tract,a distance of 435.60 feet to the southernmost corner of said 10.00 acre tract,the easternmost corner of the residue of that certain called 21.8110 acre tract conveyed to Friendswood Lakes,Inc.,described in Special Warranty Deed with Vendor's Lien filed under County Clerk's File No.2000031706,Film Code No.0,14-67-1552 of said Official Public Records,and from which a 1/2-inch iron rod found bears South 20 deg.37 min.East,0.36 feet; THENCE North 44 deg.48 min,00 sec.West,with the southwest line of said 10.00 acre tract,same being the northeast line of said residue of the 21.8110 acre tract,at a distance of 332.24 feet,pass the northernmost corner of said residue of the 21.8110 acre tract,same being the easternmost corner of that certain collective called 6.6778 acre tract conveyed to Eagle Creek Investments,Ltd.,described In General Warranty Deeds filed under County Clerk's File Nos.2001042793 and 2002025802,Film Code Nos.015-94-1379 and 016-89-0053 of said Official Public Records,and from which a 5/8-inch iron rod with cap found bears South 27 deg.23 min.East, 0.36 feet,continuing with the said southwest line of the 10.00 acre tract,same being the northeast line of said 6.6778 acre tract,at a distance of 671.86 feet,pass a 5/8-inch iron rod with cop(stamped'Tritech")found which bears South 45 deg. 12 min.West,0.10 feet,continuing at 691.56 feet,pass a 5/8-inch Iron rod with cap (stamped'Tritech")found which bears North 45 deg. 12 min.East,0.31 feet,continuing for a total distance of 1000.00 feet to the westernmost corner of said 10.00 acre tract,the northernmost corner of said 6.6778 acre tract,being on the said southeast right-of-way line of South Parkwood Avenue(F.M.528),and from which a 1- inch iron pipe found bears South 22 deg.21 min.East.0.31 feet,and also from which a 5/8-inch iron rod with cap(stamped'Tritech")found bears South 70 deg.01 min.East,0.82 feet; THENCE North 44 deg.46 min. 15 sec.East,with the northwest line of said 10.00 acre tract,same being the said southeast right-of-way line of South Parkwood Avenue(F.M.528),at a distance of 402.48 feet,pass a Texas Department of Transportation(TxDOT)brass disk in concrete,continuing at 408.13 feet,pass a 1 1/2-inch iron pipe,continuing for a total distance of 435.60 feet to the POINT OF BEGINNING and containing 10.000 acres (435,588 square feet)of land. w m D a ) -0cn o 0 - • FILES AECRDEI� a)Rt, o0 E 6 2 m OFFICIAL PUBLIC RECORDS OF REAL PROPERTY'` -0C ( a -� 000Jo0' � ear : 1n � 0w0 �{ . .� : o W m 70 n 0- rn D 5 0 2003 AUG 04 03:24 PM 2003053616__ - " c YOUNG_P $13.00 cD0o � 0� CK o 0 3 Mary Ann Daigle 'COUNTY CLERK cn ; GALVESTON' TEXAS AUTHORIZE PURCHASE OF PROPERTY 10.00 Acres on West Parkwood Drive July 7, 2003 We are ready to proceed with the purchase of property for the Public Safety Building. Due diligence has been fulfilled with the successful completion of the Phase I Environmental Review and the Geo-technical review. This action will allow the closing and payment for the property. Recommendation. Approve the assignment of the earnest money contract, and authorize the purchase of 10 acres on West Parkwood Drive, and authorize the Mayor to sign all relevant documents. 7/28/03 cc: KWB RCR Genand Team, Inc. 1830 Nasa Road One Suite 100,Houston,Texas 77546 02E27e8c, ti wC July 27,2003 m R <7003 N. Ron Cox �l � 4Q '�000 City of Friendswood Re: Purchase of ten acre tract on Fm 528 �� SIsIF,/21-`1%`6c6 Ron, Enclosed is the Settlement Statement for the purchase of the 10 acre tract for the new FPD location. I have reviewed the statement and find everything in order. The survey company and the attorney will be paid at closing and their invoices are included in the statement. I've enclosed wiring instructions so you can transfer the funds required which is$1,076,330.00. At this time, closing is set for 10am, Wednesday, July 30th, at First American Title. The deed will reflect the City of Friendswood as purchaser. Should this be incorrect, please let me know ASAP. It has been a pleasure working with you on behalf of the City and I'm very excited about this purchase. Should you have any questions please don't hesitate to call. Sin ely, 2' . James E. Gerland President c-r. cuu i.inm 11V. IJJ I • I $S T AMER • 1 C 9 FIRST AMERICAN TITLE INSURANCE COMPANY OF TEXAS 17225 E1 Camino Real,Suite 100 Houston,Tx 77058 Phone (281)504-1900 • PAX (281)280-9785 WIRING INSTRUCTIONS TO: JPMORGAN CHASE BANK ABA NO: 113--000-609 CREDIT TO: FIRST AMERICAN TITLE INSURANCE COMPANY ESCROW ACCOUNT: 08806325948 • REFERENCE: GF NUMBER: %X 6 j - /2 66$ NAME: PLEASE REFERENCE OTTRCP' NUMBER)AND/OR THE NAME OF THE BORROWER ON EACH WIRE THAT IS SENT. • ****NOTE: IF YOU ARE A MORTGAGE BROKER OR LOAN • PROCESSO 'OFFICER, PLEASE FORWARD THESE INSTRUCTIONS TO YOUR CLOSING/FUNDING DEPARTMENT. a r i ' i , ,ad!!!!illi! ' • � nm.iall ,,,,,,IIUl ilI10j ,,,,,'III i w �� o 5 ,.___. 2_, 73 t 11 cium x N t# OMB Approval No.2502-0265 A.Settlement Statement B. Type of Loan • 1-5. Loan Type Cony.Units. First American Title Insurance Company 6. File Number TX03-183665-H045 Estimated Statement - 7. Loan Number 8. Mortgage Insurance Case Number C. Note: This forma furnished to give you a statement of actual settlement costs.Amours paid to and by the settlement agent am shown,items marked'(POC)-were paid outside this closing;they are shown here for informational imposes and are not included in the totals.Amounts shown as RBL were retained by lender and deducted ban the ban proceeds prier to receipt by settlement ageni D. Name of Borrower: James E.Garland Trustee 1830 Nasa Road One,H'Uston,TX 77058 E. Name of Seller: Middle East Equipment Company,Inc. P.O.Box 770756 Houston,TX 77215-0756 F. Name of Lender: G. Property Location: It. Settlement Agent First American Title Insurance Company Address:17225 El Camino Real,Suite 100,Houston,TX 77058 Estimated Settlement Date: 07/30/2003 Place of Settlement Address:17225 El Camino Real,Suite 100,Houston,TX 77058 Pnnt Date:07/2412003,2:34 PM Disbursement Date: J.Summary of Borrower's Transaction K.Summary of Seller's Transaction 100.Gross Amount Due From Borrower 400.Gross Amount Due To Seller 101.Contract Sales Price 1,0E18,970.00 401.Contract Sales Price 1,088,970.00 102.Personal Property 402.Personal Property 103.Settlement charges to borrower(line 1400) 1,728.00 403.Total Deposits 104. 404. 105. 405. Adjustments for items paid by seller in advance Adjustments for items paid by seller in advance 106.City/own taxes 406.Cityhown taxes 107.County taxes 407.County taxes 108.Assessments 408.Assessments 109. 409. 110. 410. 111. 411. 112. 412. 113. 413. 114. 414. 115. 415. 120.Gross Amount Due Front Borrower 1,090,698.00 420.Gross Amount Due To Seller 1,088,970.00 200.Amounts Paid By Or In Behalf of Borrower 500.Reductions In Amount Due to Seller 201.•Depositor earnest money 10,000.00 501.Fxr.ecc depose(see instructions) 202.Principal amount of new loan(s) 502 Settlement charges(line 1400) 61,544.42 203.Existing loans)taken subject 503.Existig loan(s)taken subject 204. 504.Payoff of first mortgage ban 205. 505.Payoff of second mortgage loan 206. 506. 207. 507. 208. 508. 209. 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210.Cityfown taxes 510.City/town taxes 211.County taxes 511.County taxes 212 Assessments 512.Assessments 213.Property Taxes 01/01/03 to 07/30/03 057592.00/yr 4,368.00 513.Property Taxes 01/01/03 to 07/30/03 057592.00/yr 4,368.00 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220.Total Paid BylFer Borrower -- -- - 14,368.00 520.Total Reduction Amount Due Seller 65,912.42 300.Cash At Settlement From/to Borrower 600.Cash At Settlement To/From Seller 301.Gross amoral due from Borrower(line 120) 1,090,698.00 601.Gross amount due to Seller(line 420) 1,088,970.00 302.Less amounts paid by/for Borrower(line 220) 14 368.00 602.Less reductions in amounts due to Seller(line 520) 65,912.42 303.Cash(X From)(To)Borrower 1,076,330.0 603.Cash(X To)(Front)Seller 1,023,057.58 The HUD-1 Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused or wit cause the funds to be disbursed in accordance with this statement Settlement Agent: Date: •See Supplemental Page for dMais. File No. TX03-183665-H045 L Settlement Charges 700.Total Sales/Broker's Commission based on price S1,088,970.00 @ 5.0000%=S54448.50 Pad From Paid From Division of Commission One 700)as folows Borrowers Seller's 701.S27,224.25 to Bofysil Real EstateFunds t Funds at � J Settlement Settlement 702.S27,224.25 to Keller Williams Realty Clear Lake/Nasa 703.Commission paid at Settlement ----� - 54,448.50 704. 800.hems Parable m Correction with Loan 801.Loan Origitabon Fee 802.Loan Discount 803.Appraisal Fee 804.Credit Report 805.Lendefs Inspection Fee 806.Mortgage Insurance Application Premium 807.Assumption Fee 808. 809. 810. 811. 812. 813. ------------- -814.---- -. - 815. 900.Items Required by Under to be Paid in Advance _ 901.Interest 902. 903.Hazard Insurance Premium for 904. 905. 906. 1000.Reserves Deposited wih Lender 1001.Hazard Insurance 1002.Mortgage Insurance 1003.City Property Taxes 1004.County Property Taxes 1005.Amual assessments 1006. 1007. 1008.Aggregate Accounting Adjustment 1100.Title Charges 1101.Settlement or dosing fee 1102.Abstract or title search 1103.Tide examination 1104.Tile Insurance Bider 1105.Document Fee 1106.Notary Fee 1107.Attorney Fee to Charles E.Odom,Attorney at Law 150.00 (includes above item nmber(s)) 1108.Tide Insurance 6,673.00 (includes above item nunber(s)) 1109.Lender's coverage$0.00 1110.Owner's coverage S1.088,970.00 Premium:$6,673.00 1111.Escrow Fees to First American Title Insurance Company 175.00 175.00 1112.Overnight Delivery Service to First American Title Insurance Company 20.00 10.00 1113. 1114. 1115. 1116. 1117. 1200.Government Reconfirm and Transfer Charges 1201.Recording fees:Deed$13.00 Mortgage$0.00 Release$11.00 13.00 11.00 1202.City county tax/stamps: 1203.Stale tax/stamps: 1204.Record Notice 11.00 1205. 1206. 1300.Additional Settlement Charges 1301.Survey to Weisser Engineering Company 1,520.00 1302.Pest Inspection to 1303.Tax Certificate to Data Trace 65.92 1304. 1305. 1306. 1307. 1308. 1309. 1310. 1311. 1312. 1313. 1314. 1315. 1,728.00 61,544.42 1400. Total Settlement Charges(enter on lines 103,Section i and 502,Section K) •See Supplemental Page for details. File No. Supplemental Page TX03-183665-H045 HUD-1 Settlement Statement First American Title Insurance Company Loan No. Estimated Statement Settlement Date: Borrower Name/Address: James E.Gerland Trustee,1830 Nasa Road One,Houston,TX 77058 Seller Name/Address: Middle East Equipment Company,Inc.,P.O.Box 770756,Houston,TX 77215-0756 Paid From Paid From Section L.Settlement Charges continued Borrower's Seller's Fulls at Fields at Settlement Settlement 1108. Supplemental Summary 6,673.00 a)Owner Title Policy to First American Title Insurance Company 6,673.00 Section J.Summary of Borrower's Transaction continue 1o0.Gross Amain Due From Borrower Debit Credit 200.knouts Paid By Or In Behalf of Borrower 201. Supplemental Summary 10,000.00 a)CC/34768 EM 10,000.00 The folowirrg Section is restated from the Settlement Statement Page 1 300.Cash At Settlement From/To Borrower 600.Cash At Settlement TolFrom Seller 301.Gross amount due from Borrower(ine 120) 1,090,698.00 601.Gross Amount due to Seller(line 420) 1,088,970.00 302.Less amounts paid by/for Borrower(One 220) 14,368.00 601.Less reductions in amounts due to Seller(line 520) 65,912.42 303.Cash(X From)(To)Borrower 1,076,330.00 603.Cash a To)(From)Seller 1,023,057.58 I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief,it is a true and accurate statement of all receipts and distributions made on my account or by me in this transaction.I further certify that I have received a copy of the HUD-1 Settlement Statement August 28, 2003 City of Friendswood 910 South Friendswood Drive Friendswood, TX 77546 SEP 10 2003 Re: Our File No. TX03-183665-H045 Property Address: N/A Dear Homeowner: Enclosed is your Owner Policy of Title Insurance. This policy contains important information about the real estate transaction you have just completed. Please read it and retain it with your other valuable papers. A complete file of the records concerning your transaction will be maintained under the above assigned file number. These records will assure prompt processing of future title orders and save valuable time should you wish to sell or obtain a loan on your property. Visit or call any one at our offices and simply give them your personal file number. We appreciate the opportunity of serving you and will be glad to assist you in any way in regard to your future escrow or title service needs. It is not mandatory, but it is your responsibility to render your property to the respective taxing authorities to assure proper mailing of future tax notices. Should you have any questions, please don't hesitate to contact Policy Department Customer Service at 800-347- 7826, Extension 2916. Again, thank you. Sincerely, 1 8 9 : 7' First American Title Insurance Company - 04, ;co,& 7:,02 Alt) . 0jry F9/e/y Brenda C. Strickland (�S� FC (gq Assistant Secretary oe First American Title Insurance Company 1`92S vzg,�' Enclosure(s) BCS/ad21 First American Title Insurance Company 1500 S. Dairy Ashford,Suite 300, Houston, TX 77077 Phone(281)588-2208 - Fax (281)588-2260 ( 11. LIABILITY NONCUMULATIVE. controversy or claim between the Company and the Insured arising out of or relating It is expressly understood that the amount of insurance under this pollcytshall be to this policy,any service of the Company in connection with its issuance or the reduced by any amount the Company may pay under any policy insuring a mortgage to breach of a policy provision or other obligation. All arbitrable matters when the which exception is taken in Schedule B or to which the insured has agreed,assumed, Amount of Insurance is$1,000,000 or less SHALL BE arbitrated at the request of or taken subject,or which is hereafter executed by an insured and which is a charge or either the Company or the Insured, unless the insured is an individual person(as lien on the estate or interest described or referred to in Schedule A,and the amount so distinguished from a corporation,trust,partnership,association or other legal entity). paid shall be deemed a payment under this policy to the insured owner. All arbitrable matters when the Amount of Insurance is in excess of$1,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration 12. PAYMENT OF LOSS. pursuant to this policy and under the Rules in effect on the date the demand for (a) No payment shall be made without producing this policy for endorsement of arbitration is made or,at the option of the insured, the Rules in effect at Date of the payment unless the policy has been lost or destroyed, in which case proof of loss Policy shall be binding upon the parties. The award may include attorneys' fees only if or destruction shall be furnished to the satisfaction of the Company. the laws of the state in which the land is located permit a court to award attorneys' (b) When liability and the extent of loss or damage has been definitely fixed in fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s)may accordance with these Conditions and Stipulations, the loss or damage shall be payable be entered in any court having jurisdiction thereof. within 30 days thereafter. The law of the situs of the land shall apply to any arbitration under the Title Insurance Arbitration Rules. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. A copy of the Rules may be obtained from the Company upon request. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy,all 15. LIABILITY LIMITED TO THIS POLICY: POLICY ENTIRE CONTRACT. right of subrogation shall vest in the Company unaffected by any act of the insured (a) This policy together with all endorsements, if any,attached hereto by the claimant. Company is the entire policy and contract between the insured and the Company. In The Company shall be subrogated to and be entitled to all rights and remedies interpreting any provision of this policy,this policy shall be construed as a whole. that the insured claimant would have had against any person or property in respect to (b) Any claim of loss or damage,whether or not based on negligence,and which arises out of the status of the title to the estate or interest covered hereby or by the claim had this policy not been issued. If requested by the Company,the insured claimant shall transfer to the Company all rights and remedies against any person or any action asserting such claim, shall be restricted to this policy. property necessary in order to perfect this right of subrogation. The insured claimant (c) No amendment of or endorsement to this policy can be made except by a shall permit the Company to sue,compromise or settle in the name of the insured writing endorsed hereon or attached hereto signed by either the President,a Vice claimant and to use the name of the insured claimant in any transaction or litigation President,the Secretary,an Assistant Secretary,or validating officer or authorized involving these rights or remedies. signatory of the Company. If a payment on account of a claim does not fully cover the loss of the insured claimant,the Company shall be subrogated to these rights and remedies in the 16. SEVERABILITY. proportion that the Company's payment bears to the whole amount of the loss. In the event any provision of the policy is held invalid or unenforceable under If loss should result from any act of the insured claimant,as stated above,that applicable law, the policy shall be deemed not to include that provision,and all other act shall not void this policy, but the Company, in that event,shall be required to pay provisions shall remain in full force and effect. only that part of any losses insured against by this policy that shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the 17. NOTICES,WHERE SENT. Company's right of subrogation. All notices required to be given the Company and any statement in writing required to be (b) The Company's Rights Against Non-Insured Obligors. furnished the Company shall include the number of this policy and shall be addressed to the Company at:First American Title Insurance Company, 1500 S.Dairy Ashford,Suite The Company's right of subrogation against non-insured obligors shall exist and shall include, without limitation,the rights of the insured to indemnities,guaranties. 300,Houston,TX 77077. other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments that provide for subrogation rights by reason of this policy. COMPLAINT NOTICE. Should any dispute arise about your premium or about a claim that you have filed, 14. ARBITRATION. contact the agent or write to the Company that issued the policy.If the problem is not Unless prohibited by applicable law or unless this arbitration section is deleted by resolved,you also may write the Texas Department of Insurance of Texas,P.O.Box specific provision in Schedule B of this policy,either the Company or the insured may 149104,Austin,TX 78714-9104,Fax No.(512)305-7426.This notice of demand arbitration pursuant to the Title Insurance Arbitration Rules or the American complaint procedure is for information only and does not become a part or condition of Arbitration Association.Arbitrable matters may include,but are not limited to,any this policy. a A♦ 14 44 U >, �, S M o } o c_ N m U g � N Its CC i�1 w —N `n 00 ft1 VI N id l� 411. fa. W �E•- v•-) r;) 0 fe, Cn ro o sN Ng O C.)11 H �... x a rn z F �, t•�t 0 rz, o 4t 0 • __ , ` File No. TX03-183665-HO45 - ML SELLER'S AND/OR PURCHASER'S/BORROWER'S STATEMENT I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief, it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. The Seller's and Purchaser's/Borrower's signatures hereon acknowledge their approval and signify their understanding that tax, and insurance prorations and reserves are based on figures for the preceding year or supplied by others or estimated for the current year, and in the event of any change for the current year, all necessary adjustments will be made between Purchaser/Borrower and Seller directly. Any deficit in delinquent taxes or mortgage payoffs will be promptly reimbursed to the Settlement Agent by the Seller. I hereby authorize the Settlement Agent to make expenditures and disbursements as shown above and approve same for payment. Purchaser(s)/Borrower(s) Seller(s) City of Friendswood Middle East Equipment Company, Inc., a Texas Business Trust ie.1.1461 By: Kimball W. Brizendine, Mayor By: Bakri El-Hakam, President July 30, 2003 July 30, 2003 Date Date Borrower(s) Forwarding Address: Seller(s) Forwarding Address: Ci1/00 S.IYALMIjaeayl, 7?S The HUD-1 ettlement Statement which I h ve prepared is a true and accurate account of this transaction. I have caused r will ca the funds to rsed in accordance with this statement. Settlement Ag Date: July 30, 2003 WARNING: It is a crime wingly make statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details, see: Title 18 U.S. Code Sections 1001 and 1010. --. -- -- - - ""---" --- File No.TX03-183665-HO45-ML SELLER'S AND/OR PURCHASER'S/BORROWER'S STATEMENT I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief,It is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. The Seller's and Purchaser's/Borrower's signatures hereon acknowledge their approval and signify their understanding that tax,and insurance prorations and reserves are based on figures for the preceding year or supplied by others or estimated for the current year,and in the event of any change for the current year,all necessary adjustments will be made between Purchaser/Borrower and Seller directly. Any deficit in delinquent taxes or mortgage payoffs will be promptly reimbursed to the Settlement Agent by the Seller. I hereby authorize the Settlement Agent to make expenditures and disbursements as shown above and approve same for payment. Purchaser(s)/Borrower(s) Seller(s) City of Friendswood Middle East Equipment Company, Inc.,a Texas Business ust r By: Kimball W. Brizendine, Mayor By: Bakri El-Hakam, President )uly 30,2003 July 30,2003 Date Date Borrower(s)Forwarding Address: Seller(s)Forwarding Address: The HUD-1 Settlement Statement which I have prepared is a true and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement. Settlement Agent: Date: July 30,2003 WARNING: It is a crime to knowingly make false statements to the United States on this or any other similar form. Penalties upon conviction can include a fine and imprisonment. For details,see: Title 18 U.S.Code Sections 1001 and 1010. CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER Title Company: First American Title Insurance Company File No.: TX03-183665-H045 Purchaser(s)/Borrower(s): City of Friendswood Seller(s): Middle East Equipment Company, Inc. Lender: Page 1 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER Property: Being a 10.000 acre (435,588 square foot) tract of land situated in the George W. Patterson Survey, Abstract No. 645, Galveston County, Texas, and being all of that certain called 10.00 acre tract conveyed to Middle East Equipment Company, Inc., described in Warranty Deed with Vendor's Lien filed under County Clerk's File No. 9637849, Film Code No. 011-53-2478 of the Official Public Records of Real Property of Galveston County, Texas, and being more particularly described by metes and bounds as follows, with the basis of bearings being the deed calls of said 10.00 acre tract: BEGINNING at a 1-1/2-inch iron pipe found marking the northernmost corner of said 10-00 acre tract, the westernmost corner of that certain called 1.212 acre tract conveyed to the Galveston County Consolidated Drainage District, described in Special Warranty Deed filed under County Clerk's File No. 2005018923, Film Code No. 018-24-1714 of said Official Public Records, and being on the southeast right- of-way line of South Parkwood Avenue (F.M. 528), a 180 foot wide right-of-way; THENCE South 44 deg. 48 min. 00 sec. East, with the northeast line of said 10.00 acre tract, same being the southwest line of said 1.212 acre tract, at a distance of 660.06 feet, pass a 5/8-inch iron rod with cop (stamped "C.L. Davis") marking the southernmost corner of said 1.212 acre tract, and a west corner of the residue of that certain called 115.586 acre tract conveyed to George A. Bofysil, Jr., described in Quitclaim Deed filed under County Clerk's File No. 8537569, Film Code No. 004- 10-2007 of said Official Public Records, continuing with the said northeast line of the 10.00 acre tract, some being a southwest interior line of said Bofysil residue tract, for a total distance of 1000.00 feet to a 1-inch iron pipe found marking the easternmost corner of said 10.00 acre tract and a west interior corner of said Bofysil residue tract; THENCE South 44 deg. 46 min. 15 sec. West, with the southeast line of said 10.00 acre tract, same being a northwest line of said Bofysil residue tract, a distance of 435.60 feet to the southernmost corner of said 10.00 acre tract, the easternmost corner of the residue of that certain called 21.8110 acre tract conveyed to Friendswood Lakes, Inc., described in Special Warranty Deed with Vendor's Lien filed under County Clerk's File No. 2000031706, Film Code No. 0,14-67-1552 of said Official Public Records, and from which a 1/2-inch iron rod found bears South 20 deg. 37 min. East, 0.36 feet; THENCE North 44 deg. 48 min, 00 sec. West, with the southwest line of said 10.00 acre tract, same being the northeast line of said residue of the 21.8110 acre tract, at a distance of 332.24 feet, pass the northernmost corner of said residue of the 21.8110 acre tract, same being the easternmost corner of that certain collective called 6.6778 acre tract conveyed to Eagle Creek Investments, Ltd., described in General Warranty Deeds filed under County Clerk's File Nos. 2001042793 and 2002025802, Film Code Nos. 015-94-1379 and 016-89-0053 of said Official Public Records, and from which a 5/8-inch iron rod with cap found bears South 27 deg. 23 min. East, 0.36 feet, continuing with the said southwest line of the 10.00 acre tract, same being the northeast line of said 6.6778 acre tract, at a distance of 671.86 feet, pass a 5/8-inch iron rod with cop (stamped 'Tritech") found which bears South 45 deg. 12 min. West, 0.10 feet, continuing at 691.56 feet, pass a 5/8-inch iron rod with cap (stamped 'Tritech") found which bears North 45 deg. 12 min. East, 0.31 feet, continuing for a total distance of 1000.00 feet to the westernmost corner of said 10.00 acre tract, the northernmost corner of said 6.6778 acre tract, being on the said southeast right-of-way line of South Parkwood Avenue (F.M. 528), and Page 2 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER from which a 1-inch iron pipe found bears South 22 deg. 21 min. East. 0.31 feet, and also from which a 5/8-inch iron rod with cap (stamped "Tritech") found bears South 70 deg. 01 min. East, 0.82 feet; THENCE North 44 deg. 46 min. 15 sec. East, with the northwest line of said 10.00 acre tract, same being the said southeast right-of-way line of South Parkwood Avenue (F.M. 528), at a distance of 402.48 feet, pass a Texas Department of Transportation (TxDOT) brass disk in concrete, continuing at 408.13 feet, pass a 1 pipe, 1/2-inch i/ pe, continuing for a total distance of 435.60 feet to the POINT OF BEGINNING and containing 10.000 acres (435,588 square feet) of land. By initialing one or more of the following items as may be appropriate for this transaction, each Seller and/or Buyer/Borrower acknowledges understanding of the disclosures being made by Title Company and affirms the representations made to them by Title Company as indicated. Each such disclosure or representation may jointly benefit both First American Title Insurance Company and its underwriter. Singular reference to Seller, Buyer and Borrower includes multiple individuals/entities identified above. Any numbered item not applying to this transaction may be crossed out. Buyer(s) 1) WAIVER OF INSPECTION: You may refuse to accept an exception to Initi s: "Rights of Parties in Possession" in the Owner Title Policy to be issued. "Rights of Parties in Possession" means one or more persons who are themselves actually physically occupying the Property or a portion thereof, under a claim of right adverse to the record owner of the Property. Title Company may require an inspection and may charge for reasonable and actual costs to inspect. Title Company may make additional exceptions for matters the inspection reveals. If you initial this paragraph, you waive inspection of the Property and you accept the exception in your Owner Title Policy. Buyer(s)/ 2) RECEIPT OF TITLE COMMITMENT: You acknowledge having received and Borrower(s) reviewed a copy of the Title Commitment issued in connection with this Ini s:/A transaction and you understand that your Owner Title Policy will contain the J exceptions set forth in Schedule B of the Title Commitment, and any additional exceptions to title resulting from the documents involved in this transaction. Buyer(s)/ 3) NOTICE: You may wish to consult an attorney to discuss matters shown in Borrower(s) Schedule B or C of the Title Commitment. These matters will affect your title Ini Is and use of your Property. Your Owner Title Policy will be a legal contract between you and the Title Company. The Title Commitment and Owner Title Policy are not abstracts of title, title reports or representations of title. The Owner Title Policy is a contract of indemnity. Title Company does not represent that your intended use of the Property is allowed under the law or under the restrictions or exceptions to title on your Property. Buyer(s) 4) ACCEPTANCE OF SURVEY: Buyer has received and reviewed a copy of the Ini j Is: q survey of the Property made in connection with this transaction and 'C/ acknowledges being aware of the following matters of conflict, encroachment(s) and/or discrepancies disclosed by the survey: Page 3 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER Bu r(s) 5) UNSURVEYED •ROPERTY: Buyer understands that a current survey of the Initi s: Property has not b.en done in connection with this transaction and that the Owner Title Policy to se issued to Buyer will not provide title insurance coverage against encro:chment of improvements, boundary conflicts, or other matters that would be fo d by a current survey. Title Company has not attempted to determine if t - Property lies in a special flood hazard area, and Title Company has not made :ny representation concerning proximity of the Property in relation to any flood-plain or flood hazard area. Buyer is advised that information concerning special flood hazard areas may be available from county or municipal offices, a qualified surveyor or land=engineering company, or a private flood-plain consultant. B er(s)/ 6) REFINA CE PURCHASE - SURVEY: Borrower understands that in Selle ) Bo ower(s) connectio with the present refinance or purchase transaction First American Initials: Initia : Title Insura ice Company has been requested to issue its Mortgagee Title Policy to the Lende and that in said Mortgagee Title Policy certain survey coverage has been req -sted by the Lender for which a new survey is typically required. Borrower also u iderstands that he/she may provide this affidavit to the Title Company togeth- with an original or legible copy of a previous survey in lieu of a new survey b-• g obtained. Attached hereto is a t e and correct copy of a survey dated 7-8-03, prepared by Don Ted Maier, RPL' 4342, (hereinafter the "Previous Survey"). The present transaction wi not cover any other property other than the property described in the Previous Survey. Before me, the undersigned no .ry for the State of Texas, personally appeared Affiant(s) who after by me being worn, stated: A) We are the owners of the Prop- . (or state other basis for knowledge by Affiant(s) of the Property, such a• lease, management, neighbor, etc. For example, "Affiant is the manager o the Property for the record title owners.") B) We are familiar with the property and e improvements located on the Property. C) We are closing a transaction requiring title •nsurance and the proposed insured owner or lender has requested area .nd boundary coverage in the title insurance policy(ies) to be issued in this .nsaction. We understand that the Company may make exceptions to the .overage of the title insurance as Company may deem appropriate. 1- understand that the owner of the property, if the current transaction is sale, may request a similar amendment to the area and boundary coverage in the Owner Policy of Title Insurance upon payment of the promul•.ted premium. D) To the best of our actual knowledge and belief, since t -re have been no: 1. construction projects such as new structures, addition. buildings, rooms, garages, swimming pools or other permanent improvements or fixtures; 2. changes in the location of boundary fences or boundary wa .; 3. construction projects on immediately adjoining property(ies) hich encroach on the Property; 4. conveyances, replattings, easement grants and/or easement dedications (such as a utility line) by any party affecting the Prope• . Page 4 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER E) We understand that Title Company is relying on the truthfulness of the statements made in this affidavit to provide the area and boundary coverage and upon the evidence of the existing real property survey of the Property attached to this Affidavit. This affidavit is not made for the benefit of any other parties and this affidavit does not constitute a warranty or guarantee of the location of improvements. F) We understand that we have no liability to Title Company or the title insurance company that will issue the policy(ies) should the information in this Affidavit be incorrect other than information that we personally know to be incorrect and which we do not disclose to the Title Company. Seller(s) Buyer(s) 7) PROPERTY TAX PRORATIONS: Property taxes for the current year have Initials: IniXjal.•ss been prorated between Buyer and Seller, who each acknowledge understanding that these prorations are based either on tax amounts for the preceding year or on estimates of the appraised value and/or estimated tax rates for the current year. Buyer and Seller each agree that, when amounts of the current year's taxes become known and payable (on or about October 1st), they will adjust any matters of re-proration and reimbursement between themselves and that Title Company shall have no further liability or obligation with respect to these prorations. However, in the event of any conflict between this paragraph and the contract between Buyer and Seller, the contract will control. Bu r(s)/ 7a) UNIMPROVED TAX' SERVE TO LENDER: Buyer is aware that the escrow Borr wer(s) account being created at losing is based on partially unimproved taxes. Buyer Initial • also understands there is a ossibility that the escrow account held by Lender may be short at the end of t year and the Lender could require additional money to make up the shortag or the Lender can increase the monthly payment to collect this shortage. Buyer(s)ye 8) TAX RENDITION AND EXEMPTIONS: Although the Galveston County Injt)al : Appraisal District (AD) may independently determine Buyer's new ownership and billing address through deed record research, Buyer is still obligated by law to "render" the Property for taxation by notifying the AD of the change in the Property's ownership and of Buyer's proper address for tax billing. Buyer is advised that taxes may have been assessed on the basis of various exemptions obtained by Seller: 1) Homestead 2) Over-65 3) Disabled veteran 4) Agricultural To the extent that Buyer may qualify to continue these exemptions, it is the responsibility of Buyer to satisfy requirements of the AD within the period of time allowed. Buyer acknowledges understanding of these obligations and the fact that Title Company assumes no responsibility for future accuracy of AD records concerning ownership, tax-billing address or status of exemptions. • Page 5 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER B er(s) 12) HOMg WNER'S ASSOCIATION: Buyer acknowledges notification that Ini . Is: ownershi f the Property involves membership in a Homeowner's or Property Owner's Ass iation to which monthly or annual dues or assessments will be owed that ma a enforceable by a lien against the Property. Buyer understands tha he Association (or its managing agent) should be contacted by Buyer directly to scertain the exact amount of future dues or assessments. Title C mpany disclaims any knowledge of, and has made no representations with respect to, the Association's annual budget, pending repairs or deferred maintenance, if any, or other debts of the Association. Buyer accepts sole responsibility to obtain such information and verify its accuracy to :uyer's satisfaction. Buyer ) 13) COMMON KEY ' ()TICE: Buyer acknowledges that the Property being Initials: purchased has bee .nd presently is accessible by means of a common or master key used by the Seller for this and other properties. Buyer is advised to have all locks on the ' operty immediately re-keyed, which will be at Buyer's expense. Buyer hereby re ..ses Seller and Title Company from liability for any loss, damage, or injury that may result from future unauthorized entry by means of the common or master key. Seller(s) Buyer(s) 14) AR RATION: Initials: Initials: A. VACANT LA You may require deletio the arbitration provision of the Owner Title Policy. If you do not initial thi vision, either you or the Company may require abitration, if the law allows. There is no charge to delete this provision. Se er(s) Buy (s) B. SE ER FINANCE Initi s: Initial You may quire deletion of the arbitration provision of the Mortgagee Title Policy. If y do not initial this provision, either you or the Company may require arbitra ' n, if the law allows. There is no charge to delete this provision. Sell r(s) uyer(s) 15) POWER OF ATTORN : This transaction involves the use of a Power of Initia : I .tials: Attorney. Authority has b n granted to to act as agent and attorney-in-fact for . The Title Insurance Co any must confirm that said Power of Attorney is still valid. Principal Contacted: (Ratified by) Date and Time Principal contacted: Phone Number: Seller(s) Buyer(s) 16) CLOSING DISCLAIMER: Seller and Buyer each acknowledge understanding that ni Is• Initials: I the above referenced transaction has not yet "closed". At this time, any change in possession of the Property takes place AT BUYER'S AND SELLER'S OWN RISK. THIS TRANSACTION HAS NOT "CLOSED" UNTIL: A) ALL TITLE REQUIREMENTS ARE COMPLETED TO THE SATISFACTION OF TITLE COMPANY; B) ALL NECESSARY DOCUMENTS ARE PROPERLY EXECUTED, REVIEWED, AND ACCEPTED BY THE PARTIES TO THIS TRANSACTION, INCLUDING THE LENDER IF Page 7 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER ANY, AND BY TITLE COMPANY; C) ALL FUNDS ARE COLLECTED AND DELIVERED TO AND ACCEPTED BY THE PARTIES TO WHOM THEY ARE DUE; AND D) ALL NECESSARY DOCUMENTS ARE FILED OF RECORD IN THE APPROPRIATE PUBLIC RECORDS. Buyer and Seller also recognize that neither Title Company nor its underwriter are under any obligation to defend possession of the Property or to insure title of the Property, until such time as the above stated requirements have been fulfilled. Seller(s) 17) NON-RESIDENT ALIEN: Seller is not a non-resident alien for purposes of United Initials: States Income Taxation. B yer/ 18) DISCLOSURE • PURCHASER: Undersigned Buyer/Borrower ("Undersigned") Bo ower(s) acknowledges that' itle Company has NOT performed a search of the real property Initi records with referenc: to possible federal or state tax liens, abstract of judgements, or other involuntary lie . which may have been filed against the Undersigned. Undersigned understands hat such involuntary liens may need to be released prior to the resale or mortgaging .f this property. The owner policy of title insurance does not protect the insured against involuntary liens filed against said insured. Re .nance 19) AFFIDAVIT AS TO DEBTS & LIENS: Seller(s) Bor .wer(s) A) I am over the age of 18 years. Initials: Initia : B) My marital status _has _has not changed (CHECK THE APPROPRIATE RESPONSE) since the date that I acquired the above described property. C) I have also been known by the following names in addition to the name listed above: D) I state under oath that all bills for labor performed and material furnished for improvements (if any) made by, or for me have been paid, and that at present I do not owe any person or firm for such improvements; and there are no liens including federal or state tax liens or judgment liens, of any kind; and no proceedings have been commenced in any federal court or state court to which I am a party, except: $ to $ to $ to E) To my knowledge there are no loans or unpaid debts for any personal property or fixtures which are located on the subject property and that no such items have been purchased on time-payment contract; and that there are no security interests on such property secured by financing statements, security agreements or otherwise, except: $ to $ to $ to Page 8 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER F) The amount due any lienholder was furnished by the lienholder and is good only through an anticipated disbursement date. Should there be any discrepancies First American Title Insurance Company is hereby authorized to disburse any additional funds required by lienholder and adjust the net amount due the Seller by a like amount. Seller is aware that the lienholder has furnished a statement showing amounts due to payoff existing lien(s). In the event lienholder makes a demand for a greater amount than shown on payoff statement and closing statement, Seller agrees to reimburse First American Title Insurance Company for any funds advanced in order to cure any discrepancies or demand. G) To my knowledge, Owner's possession of the property has been peaceable and undisturbed and title to said property has never been disputed or questioned, nor do I have any knowledge of adverse claims against any portion of the property. H) I have not signed any contracts of sale, deeds, deeds of trust, mortgages or quitclaims affecting the property, except documents pertaining to the guaranty file listed above. I) I have no knowledge of any paving or mowing liens outstanding against the property. I understand that the Purchaser and/or Lender and Title Company in this transaction are relying upon the representations contained herein in purchasing the subject property, lending money thereon, and/or issuing title insurance policies thereon, and would not do any of the above unless said representations were made. Page 9 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER Middle East Equipment Company, Inc., a City of Friendswood Texas Business Trust r Gv, qt..—.)--2-1 y: Kimball W. Brizendine, Mayor By: Bakri El-Hakam, President SWORN TO AND SUBSCRIBED BEFORE ME on this 30th day of July, 2003, by Kimball W. Brizendine, Mayor, City of Friendswood. / r tc•; MELODY LEARY / f _ Notary Public,State of Texas tl My Commission Expires 02-16-2005 . A 1 / `� �/ 4 of '• . . _ �_:�� �,, f._ Notary Pu.lic, Sta,- of Texas. STATE OF TEXAS ) ) § COUNTY OF HARRIS ) This instrument was acknowledged before me on this 30th day of July, 2003, by Kimball W. Brizendine, Mayor, City of Friendswood. 'r Li ) MYmmMELODY LEARY A / issiEx0216-2] Notary Public,State of Texasi /��J= ;Notary Public, - �f Texas 41,Sworn to and subscribed before me this 30th day of July, 2003, by Bakri . am, President of Miui - East Equipment Company, Inc.. Notary Public, State of Texas Page 10 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER STATE OF TEXAS ) ) § COUNTY OF HARRIS ) This instrument was acknowledged before me this 30th day of July, 2003, by Bakri El-Hakam, President of Middle East Equipment Company, Inc. Notary Public, State of Texas .. crises se ore me t is say o , , . , . - , : . .oration, on behalf of said corporation. Notary Pu. ' , State of Texas STATE OF TEXAS ) ) § COUNTY OF HARRIS ) This instrument was acknowledged before e this day of, , by , of Texas, a corporation, on behalf of said corporation. Notary Public, State of Texas Page 11 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER Title Company: First American Title Insurance Company File No.: TX03-183665-HO45 Purchaser(s)/Borrower(s): City of Friendswood Seller(s): Middle East Equipment Company,Inc. Lender: Page 1 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER Property: Being a 10.000 acre(435,588 square foot)tract of land situated in the George W. Patterson Survey,Abstract No.645,Galveston County,Texas,and being all of that certain called 10.00 acre tract conveyed to Middle East Equipment Company,Inc., described in Warranty Deed with Vendor's Lien filed under County Clerk's File No. 9637849,Film Code No.011-53-2478 of the Official Public Records of Real Property of Galveston County,Texas,and being more particularly described by metes and bounds as follows,with the basis of bearings being the deed calls of said 10.00 acre tract: BEGINNING at a 1-1/2-inch iron pipe found marking the northernmost corner of said 10-00 acre tract,the westernmost corner of that certain called 1.212 acre tract conveyed to the Galveston County Consolidated Drainage District,described in Special Warranty Deed filed under County Clerk's File No.2005018923,Film Code No.018-24-1714 of said Official Public Records,and being on the southeast right- of-way line of South Parkwood Avenue(F.M.528),a 180 foot wide right-of-way; THENCE South 44 deg.48 min.00 sec. East,with the northeast line of said 10.00 acre tract,same being the southwest line of said 1.212 acre tract,at a distance of 660.06 feet,pass a 5/8-inch iron rod with cop(stamped"C.L. Davis")marking the southernmost corner of said 1.212 acre tract,and a west corner of the residue of that certain called 115.586 acre tract conveyed to George A.Bofysil,Jr.,described in Quitclaim Deed filed under County Clerk's File No.8537569,Film Code No.004- 10-2007 of said Official Public Records,continuing with the said northeast line of the 10.00 acre tract,some being a southwest interior line of said Bofysil residue tract, for a total distance of 1000.00 feet to a 1-inch iron pipe found marking the easternmost corner of said 10.00 acre tract and a west interior corner of said Bofysil residue tract; THENCE South 44 deg.46 min. 15 sec.West,with the southeast line of said 10.00 acre tract,same being a northwest line of said Bofysil residue tract,a distance of 435.60 feet to the southernmost corner of said 10.00 acre tract,the easternmost corner of the residue of that certain called 21.8110 acre tract conveyed to Friendswood Lakes, Inc.,described in Special Warranty Deed with Vendor's Lien filed under County Clerk's File No.2000031706,Film Code No.0,14-67-1552 of said Official Public Records,and from which a 1/2-inch iron rod found bears South 20 deg.37 min.East,0.36 feet; THENCE North 44 deg.48 min,00 sec.West,with the southwest line of said 10.00 acre tract,same being the northeast line of said residue of the 21.8110 acre tract, at a distance of 332.24 feet, pass the northernmost corner of said residue of the 21.8110 acre tract,same being the easternmost corner of that certain collective called 6.6778 acre tract conveyed to Eagle Creek Investments,Ltd.,described in General Warranty Deeds filed under County Clerk's File Nos.2001042793 and 2002025802, Film Code Nos.015-94-1379 and 016-89-0053 of said Official Public Records,and from which a 5/8-inch iron rod with cap found bears South 27 deg.23 min.East,0.36 feet,continuing with the said southwest line of the 10.00 acre tract, same being the northeast line of said 6.6778 acre tract,at a distance of 671.86 feet, pass a 5/8-inch iron rod with cop(stamped 'Tritech")found which bears South 45 deg. 12 min.West,0.10 feet,continuing at 691.56 feet,pass a 5/8-inch iron rod with cap(stamped'Tritech")found which bears North 45 deg. 12 min.East,0.31 feet,continuing for a total distance of 1000.00 feet to the westernmost corner of said 10.00 acre tract,the northernmost corner of said 6.6778 acre tract,being on the said southeast right-of-way line of South Parkwood Avenue(F.M.528),and Page 2 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER from which a 1-inch iron pipe found bears South 22 deg.21 min.East.0.31 feet, and also from which a 5/8-inch iron rod with cap(stamped'Tritech")found bears South 70 deg.01 min.East,0.82 feet; THENCE North 44 deg.46 min. 15 sec.East,with the northwest line of said 10.00 acre tract,same being the said southeast right-of-way line of South Parkwood Avenue(F.M.528),at a distance of 402.48 feet,pass a Texas Department of Transportation(TxDOT)brass disk in concrete,continuing at 408.13 feet,pass a 1 1/2-inch iron pipe,continuing for a total distance of 435.60 feet to the POINT OF BEGINNING and containing 10.000 acres(435,588 square feet)of land. By initialing one or more of the following items as may be appropriate for this transaction,each Seller and/or Buyer/Borrower acknowledges understanding of the disclosures being made by Title Company and affirms the representations made to them by Title Company as indicated. Each such disclosure or representation may jointly benefit both First American Title Insurance Company and its underwriter. Singular reference to Seller, Buyer and Borrower includes multiple individuals/entitles identified above. Any numbered item not applying to this transaction may be crossed out. Buyer(s) 1) WAIVER OF INSPECTION: You may refuse to accept an exception to Initials: "Rights of Parties in Possession"in the Owner Title Policy to be issued. "Rights of Parties in Possession"means one or more persons who are themselves actually physically occupying the Property or a portion thereof,under a claim of right adverse to the record owner of the Property. Title Company may require an inspection and may charge for reasonable and actual costs to inspect. Title Company may make additional exceptions for matters the inspection reveals. If you initial this paragraph,you waive inspection of the Property and you accept the exception in your Owner Title Policy. Buyer(s)/ 2) RECEIPT OF TITLE COMMITMENT: You acknowledge having received and Borrower(s) reviewed a copy of the Title Commitment Issued in connection with this Initials: transaction and you understand that your Owner Title Policy will contain the exceptions set forth in Schedule B of the Title Commitment,and any additional exceptions to title resulting from the documents involved in this transaction. Buyer(s)/ 3) NOTICEz You may wish to consult an attorney to discuss matters shown in Borrower(s) Schedule B or C of the Title Commitment. These matters will affect your title Initials: and use of your Property. Your Owner Title Policy will be a legal contract between you and the Title Company. The Title Commitment and Owner Title Policy are not abstracts of title,title reports or representations of title. The Owner Title Policy is a contract of indemnity. Title Company does not represent that your intended use of the Property is allowed under the law or under the restrictions or exceptions to title on your Property. Buyer(s) 4) ACCEPTANCE OF SURVEY: Buyer has received and reviewed a copy of the Initials: survey of the Property made in connection with this transaction and acknowledges being aware of the following matters of conflict, encroachment(s)and/or discrepancies disclosed by the survey: Page 3 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER Bu r(s) 5) L S R ED 'Rip ;TY• Buyer understands that a current survey of the Initi Property has not ..-n done in connection with this transaction and that the Owner Title Policy to .e issued to Buyer will not provide title insurance coverage against encro:chment of improvements,boundary conflicts,or other matters that would be fo d by a current survey. Title Company has not attempted to determine if t - Property lies in a special flood hazard area,and Title Company has not made .ny representation concerning proximity of the Property in relation to any flo.•-plain or flood hazard area. Buyer is advised that Information concerning special flood hazard areas may be available from county or municipal offices,a qualified surveyor or land=engineering company, or a private flood-plain consultant. er(s)/ 6) : FI.A • R ■ • _ - U; : Borrower understands that in Selle ) Bo ower(s) connectio with the present refinance or purchase transaction First American Initials: Initia : Title Insura'ce Company has been requested to issue its Mortgagee Title Policy to the Lende and that in said Mortgagee Title Policy certain survey coverage has been req -sted by the Lender for which a new survey is typically required. Borrower also •derstands that he/she may provide this affidavit to the Title Company togeth: with an original or legible copy of a previous survey in lieu of a new survey b-• g obtained. Attached hereto is a t e and correct copy of a survey dated 7-8-03,prepared by Don Ted Maier, RPL• 4342,(hereinafter the"Previous Survey"). The present transaction wi not cover any other property other than the property described in the Previous Survey. Before me,the undersigned nog:ry for the State of Texas, personally appeared Affiant(s)who after by me being worn,stated: A) We are the owners of the Prop- .(or state other basis for knowledge by Affiant(s)of the Property, such a lease,management, neighbor,etc. For example,"Affiant is the manager o the Property for the record title owners.") B) We are familiar with the property and e improvements located on the Property. C) We are closing a transaction requiring title•nsurance and the proposed insured owner or lender has requested area .nd boundary coverage in the title insurance policy(les)to be Issued in this .nsaction. We understand that the Company may make exceptions to the overage of the title insurance as Company may deem appropriate. - understand that the owner of the property,If the current transaction Is sale,may request a similar amendment to the area and boundary covera,e in the Owner Policy of Title Insurance upon payment of the promul.:ted premium. D) To the best of our actual knowledge and belief,since t -re have been no: • 1. construction projects such as new structures,addition. buildings, rooms,garages,swimming pools or other permanent im.rovements or fixtures; 2. changes in the location of boundary fences or boundary wa .; 3. construction projects on immediately adjoining property(ies) hich encroach on the Property; 4. conveyances, replattings,easement grants and/or easement dedications(such as a utility line)by any party affecting the Prope• . Page 4 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER E) We understand that Title Company is relying on the truthfulness of the statements made In this affidavit to provide the area and boundary coverage and upon the evidence of the existing real property survey of the Property attached to this Affidavit. This affidavit is not made for the benefit of any other parties and this affidavit does not constitute a warranty or guarantee of the location of improvements. F) We understand that we have no liability to Title Company or the title insurance company that will issue the policy(ies)should the information in this Affidavit be incorrect other than information that we personally know to be incorrect and which we do not disclose to the Title Company. Seller(s) Buyer(s) f7) ) PROPERTY TAX PRORATIONS: Property taxes for the current year have Jof i i s Initials: been prorated between Buyer and Seller,who each acknowledge (fir= understanding that these prorations are based either on tax amounts for the preceding year or on estimates of the appraised value and/or estimated tax rates for the current year. Buyer and Seller each agree that,when amounts of the current year's taxes become known and payable(on or about October 1st), they will adjust any matters of re-proration and reimbursement between themselves and that Title Company shall have no further liability or obligation with respect to these prorations. However,in the event of any conflict between this paragraph and the contract between Buyer and Seller,the contract will control. Bu r(s)/ 7a) UNIMPROVED TA_x S TO ER. Buyer Is aware that the escrow Borr wer(s) account being created a losing is based on partially unimproved taxes. Buyer Initial • also understands there is ossibility that the escrow account held by Lender may be short at the end of t year and the Lender could require additional money to make up the shortag or the Lender can increase the monthly payment to collect this shortage. Buyer(s) 8) TAX RENDITION AND EXEMPTIONS: Although the Galveston County Initials: Appraisal District(AD)may independently determine Buyer's new ownership and billing address through deed record research,Buyer is still obligated by law to"render'the Property for taxation by notifying the AD of the change in the Property's ownership and of Buyer's proper address for tax billing. Buyer is advised that taxes may have been assessed on the basis of various exemptions obtained by Seller: 1) Homestead 2) Over-65 3) Disabled veteran 4) Agricultural To the extent that Buyer may qualify to continue these exemptions,it Is the responsibility of Buyer to satisfy requirements of the AD within the period of time allowed. Buyer acknowledges understanding of these obligations and the fact that Title Company assumes no responsibility for future accuracy of AD records concerning ownership,tax-billing address or status of exemptions. Page 5 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER B er(s) 8a) VE E M TIO • The property taxes on the above Ini Is: reference roperty are assessed with an over 65 exemption. If the Buyer is t entitled to this exemption,the taxing authorities are authorized law to remove the exemption as of the date of sale and assess t taxes for the remainder of the year at the non- exempt rate. The ing authorities may send a supplemental tax bill assessing the rem • der of the current year's taxes without the exemption. r ckn l s l r nsibili f r th men of nd hat the Com nshall h v no l/bili r bll tin wi h r an su l men l x bill Further, unless instructed otherwise by a lender,the escrow(if any)was established using calculations ba d on the most recently available tax amounts,with the exemption. erefore,the lender may,once the new tax amounts are established,adjust the Buyer's escrow payme to reflect the increased tax amount. Sel (s) er(s) 8b) RIC L EXE PTION: Seller and Buyer hereby acknowledge they Initial • Ini Is: are aware the al property being purchased is subject to an agricultural exemption on the x roll. The Title Company assumes no responsibility for any future roll back axes and Buyer understands and agrees,if the taxing authorities roll back taxes due to the exemption being removed,they will be responsible for all future taxes assessed by the taxing authorities and hold the Title mpany harmless from any claim that may arise due to this exemption being r oved from the tax roll. Seller( B er(s) 9) - E : Seller and Buyer agree and understand the taxes need Initials: Init s: to be"split out"a e Appraisal District. By our initialing this section,we agree to hold the Titl ompany harmless from any claim that may arise due to any further adjustmen of the prorations after closing. Seller(s) 10 PRIOR YEAR TAXES PAID: Seller certifies all taxes for prior years have I been paid in full. The undersigned Seller further agrees to reimburse Title IIJ Company for any and all unpaid taxes,penalties,interest and attorney fees due to taxes being due and/or unpaid as determined by the AD and/or taxing authorities. Seller further agrees that any default in prior payment of property taxes,either current or delinquent,will on demand,be promptly reimbursed by Seller to Title Company. Se r(s) yer(s) 11) EP OF •P R : If Seller and Buyer have previously agreed Initi Ini • Is: upon Sel 's obligation to perform certain repairs to the Property prior to closing,bo parties affirm that all agreed upon repairs have been completed, and Buyer ac is such repairs as being completed to Buyer's satisfaction. Sell (s) uyer(s) 11a) EP NT TO O I • If Seller and Buyer have agreed Initia • I 'ials: upon Seller's obligation certain repairs or other work affecting the Property to be performed after closin both Buyer and Seller acknowledge their understanding that Title Compa hall have no duty or responsibility concerning completion,quality of wo anship or materials,or payment for such post-closing repairs or work to or on a Property. Page 6 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER B er(s) 12) W ' A O IATION: Buyer acknowledges notification that Ini • Is: ownershi f the Property involves membership in a Homeowner's or Property Owner's Ass iation to which monthly or annual dues or assessments will be owed that ma a enforceable by a lien against the Property. Buyer understands tha he Association(or its managing agent)should be contacted by Buyer directly to scertain the exact amount of future dues or assessments. Title C mpany disclaims any knowledge of,and has made no representations with respect to,the Association's annual budget,pending repairs or deferred maintenance, if any,or other debts of the Association. Buyer accepts sole responsibility to obtain such information and verify its accuracy to uyer's satisfaction. Buyer ) 13) O Y • Buyer acknowledges that the Property being Initials: purchased has bee nd presently is accessible by means of a common or master key used by th Seller for this and other properties. Buyer Is advised to have all locks on the perry immediately re-keyed,which will be at Buyer's expense. Buyer hereby re ses Seller and Title Company from liability for any loss,damage,or injury that may result from future unauthorized entry by means of the common or master key. Seller(s) Buyer(s) 14) ARBITRATION: •it.I.. Initials: if ' — A. VACANT LAND You may require deletion of the arbitration provision of the Owner Title Policy. If you do not initial this provision,either you or the Company may require abitration,if the law allows. There is no charge to delete this provision. Se er(s) Buy s) B. SE ER FINANCE Initi s: Initial You may quire deletion of the arbitration provision of the Mortgagee Title Policy. If y do not initial this provision,either you or the Company may require arbitra' n,if the law allows. There is no charge to delete this provision. Sell r(s) uyer(s) 15) E R : This transaction Involves the use of a Power of Initia : I 'tials: Attorney. Authority has b n granted to to act as agent and attorney-in-fact for. The Title Insurance Co any must confirm that said Power of Attorney is still valid. Principal Contacted: (Ratified by) Date and Time Principal contacted: Phone Number: Seller(s) Buyer(s) pCLOSING DISCLAIMER: Seller and Buyer each acknowledge understanding that 6 Initials: Initials: the above referenced transaction has not yet"closed". At this time,any change In Q04' possession of the Property takes place AT BUYER'S AND SELLER'S OWN RISK. THIS TRANSACTION HAS NOT"CLOSED"UNTIL: A) ALL TITLE REQUIREMENTS ARE COMPLETED TO THE SATISFACTION OF TITLE COMPANY; B) ALL NECESSARY DOCUMENTS ARE PROPERLY EXECUTED,REVIEWED,AND ACCEPTED BY THE PARTIES TO THIS TRANSACTION,INCLUDING THE LENDER IF Page 7 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER ANY,AND BY TITLE COMPANY; C) ALL FUNDS ARE COLLECTED AND DELIVERED TO AND ACCEPTED BY THE PARTIES TO WHOM THEY ARE DUE;AND D) ALL NECESSARY DOCUMENTS ARE FILED OF RECORD IN THE APPROPRIATE PUBLIC RECORDS. Buyer and Seller also recognize that neither Title Company nor its underwriter are under any obligation to defend possession of the Property or to insure title of the Property,until such time as the above stated requirements have been fulfilled. Seller(s) 17) NON-RESIDENT ALIENS Seller is not a non-resident alien for purposes of United Initials: States Income Taxation. Buyer/ 18) DISCLOSURE TO PURCHASER: Undersigned Buyer/Borrower("Undersigned") Borrowers) acknowledges that Title Company has NOT performed a search of the real property Initials: records with reference to possible federal or state tax liens,abstract of judgements, or other involuntary liens which may have been filed against the Undersigned. Undersigned understands that such involuntary liens may need to be released prior to the resale or mortgaging of this property. The owner policy of title insurance does not protect the insured against involuntary liens filed against said insured. Re nance 19) AFFIDAVIT AS TO DEBTS&LIENS: Seller(s) Bor wer(s) A) I am over the age of 18 years. niti s: Initia : �f1` B) My marital status_has_has not changed (CHECK THE APPROPRIATE RESPONSE)since the date that I acquired the above described property. C) I have also been known by the following names in addition to the name listed above: D) I state under oath that all bills for labor performed and material furnished for improvements(If any)made by,or for me have been paid, and that at present I do not owe any person or firm for such Improvements;and there are no liens including federal or state tax liens or judgment liens,of any kind;and no proceedings have been commenced in any federal court or state court to which I am a party,except: $ to $ to $ to E) To my knowledge there are no loans or unpaid debts for any personal property or fixtures which are located on the subject property and that no such items have been purchased on time-payment contract;and that there are no security interests on such property secured by financing statements, security agreements or otherwise,except: $ to $ to $ to Page 8 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER F) The amount due any lienholder was furnished by the Ilenholder and Is good only through an anticipated disbursement date. Should there be any discrepancies First American Title Insurance Company is hereby authorized to disburse any additional funds required by lienholder and adjust the net amount due the Seller by a like amount. Seller is aware that the lienholder has furnished a statement showing amounts due to payoff existing lien(s). In the event lienholder makes a demand for a greater amount than shown on payoff statement and closing statement, Seller agrees to reimburse First American Title Insurance Company for any funds advanced in order to cure any discrepancies or demand. G)To my knowledge,Owner's possession of the property has been peaceable and undisturbed and title to said property has never been disputed or questioned, nor do I have any knowledge of adverse claims against any portion of the property. H) I have not signed any contracts of sale,deeds,deeds of trust,mortgages or quitclaims affecting the property,except documents pertaining to the guaranty file listed above. I) I have no knowledge of any paving or mowing liens outstanding against the property. I understand that the Purchaser and/or Lender and Title Company in this transaction are relying upon the representations contained herein in purchasing the subject property,lending money thereon,and/or issuing title insurance policies thereon,and would not do any of the above unless said representations were made. Page 9 CLOSING AFFIDAVIT SELLER PURCHASER/ BORROWE/ R Middle East Equipment Company, Inc., a City of Friendswood Texas Business Trust AL f ",„.., r By: Kimball W. Brizendine, Mayor By: Bakri El-Hakam, President SWORN TO AND SUBSCRIBED BEFORE ME on this 30th day of July,2003,by Kimball W.Brizendine, Mayor,City of Friendswood. Notary Public,State of Texas STATE OF TEXAS ) ) § COUNTY OF HARRIS ) This instrument was acknowledged before me on this 30th day of July,2003,by Kimball W.Brizendine, Mayor, City of Friendswood. Y.'P''•�� : �IA S.HONCOOP 1— .*= MY COMMISSION EXPIRES ;T July 11,2006 y 1 fRP ¢" ;lt/ Notary Public,State of Texas Sworn to and subscribed before me this 30th day of July,2003,by Bakri El-Hakam,President of Middle East Equipment Company,Inc.. / 1.Notary Public,State of Texas 1 :oi4"Y`%.... S.HONCOOP r h *•.'�,,: 1*. MY COMMISSION EXPIRES Page 10 CLOSING AFFIDAVIT SELLER/PURCHASER/BORROWER STATE OF TEXAS ) ) g COUNTY OF HARRIS ) This instrument was acknowledged before me this 30th day of July,2003, by Bakri El-Hakam, President of Middle East Equipment Company,Inc. „„.r' S.HONCOOP 1� a <� MY COMMISSION EXPIRES '-� •'��F ;;E*'°� July 11,2006 I ,�4;„ Not ary Public,State of Texas Sw. . _ . . •. ri.. se ore met is .ay o ,, a, , . - . , . . .oration,on behalf of said corporation. Notary P .' ,State of Texas STATE OF TEXAS ) ) § COUNTY OF HARRIS ) This instrument was acknowledged before e this day of,, by,of Texas,a corporation,on behalf of said corporation. Notary Public,State of Texas Page 11 WARRANTY DEED THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF GALVESTON That MIDDLE EAST EQUIPMENT COMPANY,INC.,a Texas Corporation Grantor(s),of the County of and State of for and in consideration of the sum of Ten and No/100($10.00)Dollars, and other valuable consideration to the undersigned paid by the Grantee(s) herein named, the receipt of which is hereby acknowledged, have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT,SELL AND CONVEY unto CITY OF FRIENDSWOOD Grantee(s),whose mailing address is: City of ,County of and State of all of the following described real property in Galveston County,Texas,to-wit: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. together with all of the rights,titles,appurtenances and hereditaments thereto. This conveyance is made and accepted subject to all easements, reservations,conditions, covenants and restrictive covenants as the same appear of record in the Office of the County Clerk of the county aforesaid. Grantor, for the consideration and subject to the reservations from and exceptions to conveyance and warranty, grants, sells, and conveys to Grantee the property, together with all and singular the rights and appurtenances thereto in any wise belonging,to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor binds Grantor and Grantor's heirs,executors,administrators,successors or assigns to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof. When the context requires,singular nouns and pronouns include the plural. • EXECUTED on this the c2v day of/ X./ ,2003. MIDDLE EAST EQUIPMENT COMPANY,INC. By: Name: f ,j G�/44-k Title: TR( i 7 STATE OF TEXAS COUNTY OF �-". ` 3-e--"2(-) This instrument was acknowledged before me on al j c�C) , 2003, by ?A?kje - t') - A7ig .ci„‘ of MIDDLE EAST EQUIPMENT COMPANY, INC., a Texas corporation, on behalf of said corporation. 2 7 t z_ M;;'; Notary Public,State of Texas J _=4 • S.HONCOOP /�c " MY COj ;;I2 EXPIRESMy Commission Expires��/j /t'2Q''.h1.:1 '?�'4•F1..... rrr4� EXHIBIT"A" Being a 10.000 acre(435,588 square foot)tract of land situated in the George W. Patterson Survey,Abstract No. 645,Galveston County,Texas,and being all of that certain called 10.00 acre tract conveyed to Middle East Equipment Company,Inc.,described in Warranty Deed with Vendor's Lien filed under County Clerk's File No. 9637849,Film Code No.011-53-2478 of the Official Public Records of Real Property of Galveston County,Texas, and being more particularly described by metes and bounds as follows,with the basis of bearings being the deed calls of said 10.00 acre tract: BEGINNING at a 1-1/2-inch iron pipe found marking the northernmost corner of said 10-00 acre tract,the westernmost corner of that certain called 1.212 acre tract conveyed to the Galveston County Consolidated Drainage District,described in Special Warranty Deed filed under County Clerk's File No.2005018923,Film Code No.018-24-1714 of said Official Public Records,and being on the southeast right-of-way line of South Parkwood Avenue(F.M. 528),a 180 foot wide right-of-way; THENCE South 44 deg.48 min.00 sec.East,with the northeast line of said 10.00 acre tract,same being the southwest line of said 1.212 acre tract,at a distance of 660.06 feet,pass a 5/8-inch iron rod with cop(stamped "C.L.Davis")marking the southernmost corner of said 1.212 acre tract,and a west corner of the residue of that certain called 115.586 acre tract conveyed to George A.Bofysil,Jr.,described in Quitclaim Deed filed under County Clerk's File No.8537569, Film Code No.004-10-2007 of said Official Public Records,continuing with the said northeast line of the 10.00 acre tract,some being a southwest interior line of said Bofysil residue tract,for a total distance of 1000.00 feet to a 1-inch iron pipe found marking the easternmost corner of said 10.00 acre tract and a west interior corner of said Bofysil residue tract; THENCE South 44 deg.46 min. 15 sec.West,with the southeast line of said 10.00 acre tract,same being a northwest line of said Bofysil residue tract,a distance of 435.60 feet to the southernmost corner of said 10.00 acre tract,the easternmost corner of the residue of that certain called 21.8110 acre tract conveyed to Friendswood Lakes,Inc.,described in Special Warranty Deed with Vendor's Lien filed under County Clerk's File No.2000031706, Film Code No.0,14-67-1552 of said Official Public Records,and from which a 1/2-inch iron rod found bears South 20 deg. 37 min.East,0.36 feet; THENCE North 44 deg.48 min,00 sec.West,with the southwest line of said 10.00 acre tract,same being the northeast line of said residue of the 21.8110 acre tract,at a distance of 332.24 feet,pass the northernmost corner of said residue of the 21.8110 acre tract,same being the easternmost corner of that certain collective called 6.6778 acre tract conveyed to Eagle Creek Investments,Ltd.,described In General Warranty Deeds filed under County Clerk's File Nos.2001042793 and 2002025802, Film Code Nos.015-94-1379 and 016-89-0053 of said Official Public Records,and from which a 5/8-inch iron rod with cap found bears South 27 deg.23 min.East, 0.36 feet,continuing with the said southwest line of the 10.00 acre tract,same being the northeast line of said 6.6778 acre tract,at a distance of 671.86 feet,pass a 5/8-inch iron rod with cop(stamped"Tritech")found which bears South 45 deg. 12 min.West,0.10 feet,continuing at 691.56 feet,pass a 5/8-inch Iron rod with cap (stamped'Tritech")found which bears North 45 deg. 12 min. East,0.31 feet,continuing for a total distance of 1000.00 feet to the westernmost corner of said 10.00 acre tract,the northernmost corner of said 6.6778 acre tract,being on the said southeast right-of-way line of South Parkwood Avenue(F.M.528),and from which a 1- inch iron pipe found bears South 22 deg.21 min.East.0.31 feet,and also from which a 5/8-inch iron rod with cap(stamped'Tritech")found bears South 70 deg.01 min. East,0.82 feet; THENCE North 44 deg.46 min. 15 sec.East,with the northwest line of said 10.00 acre tract,same being the said southeast right-of-way line of South Parkwood Avenue(F.M.528),at a distance of 402.48 feet, pass a Texas Department of Transportation(TxDOT)brass disk in concrete,continuing at 408.13 feet, pass a 1 1/2-inch iron pipe,continuing for a total distance of 435.60 feet to the POINT OF BEGINNING and containing 10.000 acres (435,588 square feet)of land. rT�ti• 7T ft c / • r 1 • r• • • • • A)y��h • NO FUNDS DUE LETTER RE; GF 183665 DEED OF TRUST IN THE AMOUNT OF $120,000.00 RECORDED 9/12/96 IN THE GALVESTON COUNTY CLERK'S FILE NO. 9637850 IS PAID IN FULL AND NO FUNDS ARE DUE TO BAKRI EL HAKAM. THE RELEASE OF LIEN IS FULLY EXEUCTED AND ENCLOSED HEREIN. FIRST AMERICAN TITLE IS AUTHORIZED TO RECORD THIS RELEASE UPON CLOSING OF THE TRANSACTION REFE ED BOVE. 164,y ?de2..? BAKRI EL HAKAM D TE RELEASE OF LIEN THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF GALVESTON NOTF: Date: MARCH 1, 1996 Original Amount: ONE HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS($120,000.00) Maker: MIDDLE EAST EQUIPMENT COMPANY,INC. Payee: BAKRI EI HAKAM Holder of Note and Lien: BAKRI EI HAKAM Holder's Mailing Address(including County): County Notes and Lien are described in the following documents,Recorded in: Vendor's Lien retained in Deed recorded under Clerk's File Number 9637849; Deed of Trust recorded under Clerk's File Number 9637850, all in the Real Property Records of Galveston County,Texas. Property(including any improvements)Subject to Lien: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF. When the context requires,singular nouns and pronouns include the plural. For and in consideration of the full and final payment of all indebtedness secured by the aforesaid lien or liens, the receipt of which is hereby acknowledged,Holder has released and discharged,and by these presents hereby releases and discharges,the above described property from all liens securing said indebtedness. EXECUTED this -t) day of // ,2003. BA EI HAKAM STATE OF / Ct COUNTY OF a This instrument was acknowledged before me on // 2003,by BAKRI El HAKAM. /47 S.HONCOOP MY COMMISSION EXPIRES Notary Public,State of 7----0,5e July 11,2006 My Conunission Expires:" • / • 011 -33-2466 EXHIBIT "A" Tho surface only of 10.00-acre, of land. situated in Lot 1. of the BURGESS SUBDIVISION, of Section 6, B.S. i F. Survey, Abstract 645. according to the map of records in Book 119. • Page 14 in the office of the County clerk of Galveston County. Texas. and being more particularly described by mete, and bounds as follows, BEGINNING at a point in the Southeast right- N of-way of Farm Road S28, from which a 1-1/4 inch iron pipe marking the intersection of Northeast line of Lot 1 with the Southeast right-of-way line of Farm Road 528 bears N 44 Degrees 46 Minutes 15 Seconds E - 610.0 feet, THENCE South 44 Degrees 4B Minutes East, a distance of 1000.0 foes to a point for the East corner of the hetelfr described tract: THENCE South 44 Degrees 46 Minutes 15 Seconds . Nest. a distance of 435.6 fee; 'to a point for the South corner of the herein described tract, THENCE North 44 Degrees 4B Minutes west, a • distance of 1000.0 feet to a point for the West corner of the herein described tract in the Southeast right-of-way line of Farm Road • 528; • THENCE North 44 Degrees 46 Minutes 15 Seconds • East along and with the Southeast lino of Farm Road $28, a distance of 435.6 feet to the PLACE OF BEGINNING and containing 10.0 acres of land. FILED AND RECORDED Official Public Records of Real Property 14ne of recantation. 9-12-96 09:12 AM HOOD_P $19.00 9637950 AI time W s Instrument p••found to be inadequate lo,the beet Patricia Ritchie - Co. Clerk twlopraphc reproduction because of II. Galveston Co. TX tepldlry.carbon or photo copy,aacolored paper,etc.AM blackouts.additions and charges wet,present a1 the time the Instru- ment was Died and recorded. TIT 1� Description: Galveston,TX Document - Year.DocID 1996.37850 Page: 6 of 6 Order: MEL Comment: 07/29/2003 TUE 14:43 FAX 2812772650 MICHAEL NOONAN Ej002 WRITTEN CONSENT OF BOARD The undersigned, being all of the directors of the Board of Directors of Middle East Equipment Company, Inc. ("Company"), do by this writing consent to take the following actions and adopt the following resolutions: RESOLVED, that this Company hereby appoints Bakri El Hakam, President, to perform, undertake and carry out all activities and actions for and on behalf of this Company to make, enter into, execute, acknowledge and deliver for and on behalf of this Company documents and instruments as may be desired and required to sell the Property described on Exhibit "A"; and RESOLVED FURTHER, that Bakri El Hakam is hereby authorized for and on behalf of this Company to take such further actions and to sign and deliver, or cause to be signed and delivered, such documents and instruments in the name and on behalf of this Company or otherwise, as he may deem necessary, advisable or appropriate to fully effectuate or carry out the transactions contemplated herein; and RESOLVED FURTHER, that Bakri El Hakam is hereby authorized for and on behalf of this Company to negotiate all such terms and conditions of the Earnest Money Contract as he may deem best, and to execute and deliver for and on behalf of this Company such Contracts, Assignments, Warranty Deeds, Closing Statements and all documents and instruments as may be desired in connection with the sale and containing such terms and conditions as may be desired or required in connection with the sale and containing such terms and conditions as may be acceptable or agreeable to him, such acceptance and agreement to be conclusively evidenced by his execution and delivery thereof; and RESOLVED FURTHER, that all acts, transactions and agreements undertaken by Bakri El Hakam in connection with the foregoing matters are hereby ratified, confirmed and adopted in their entirety by this Company; and are within the authority of the Articles of Incorporation and the By-Laws of the Company. IN WITNESS WHEREOF, the undersigned members of the Board of Directors have subscribed their names on thislday of , ,y , 2003. CERTIFIED COPY OF RESOLUTIONS ADOPTED AT A MEETING OF THE BOARD OF DIRECTORS OF Middle East Equipment Company,Inc. HELD July 21, 2003 I, Ziad Hakam, Secretary of Middle East Equipment Company, Inc. [herein, the "Corporation"], a corporation duly organized and existing and authorized to transact business pursuant to the laws of the State of Texas, do hereby certify that I am the keeper of the records of the minutes of the proceedings of the Board of Directors of the Corporation, and that the following is a true and correct copy of a resolution of the Board of Directors of the Corporation duly adopted by a unanimous vote at a meeting of the Board of Directors of the Corporation on the 21st day of July, 2003, duly and legally held, at which meeting a quorum of directors was present and voting; "RESOLVED: That the President of the Corporation [and such other officer(s) as the President of the Corporation may designate in writing, from time to time, herein, a "designated officer", whether one or more] is hereby authorized to enter into earnest money contracts, options and similar agreements in the name of the Corporation and on its behalf, for the purchase or sale of real property (and improvements thereon, as applicable) upon such terms and conditions as the President [or designated officer] may approve, in his sole discretion, and may thereafter, from time to time, modify, extend, assign or terminate any such earnest money contracts, options or similar agreements, FURTHER RESOLVED, that the President [or designated officer] is hereby authorized to execute and deliver, on behalf of the Corporation, any and all closing documents required to carry out the purchase of real property (and improvements thereon, as applicable), including, without limitation, deed(s) of trust, with warranties of title as the President [or designated officer] deems adequate, promissory note(s) having payment terms, bearing interest and being payable as the President [or designated officer] may, in his sole discretion approve, estoppel or certification affidavits and letters, closing statements and all other documents as the President [or designated officer] may deem appropriate. FURTHER RESOLVED, that the President [or deignated officer] is hereby authorized to execute and deliver such documents and instruments as may be reasonably required to finance or refinance any of the Corporation's real property (and improvements thereon, as applicable), and to expressly borrow sufficient sums for the refinancing of any real property (and improvements thereon, as applicable), to execute promissory note(s) in the name of the Corporation in such amounts, bearing interest and being payable to the order of such person, entity or lender, as the President [or designated officer] may approve in his, her or their sole discretion; to execute deed(s) of trust, mortgages, financing statements, loan agreements and any such other documents to secure the payment of any such promissory note(s) in the name of the Corporation; to pay any and all bills, accounts, claims and demands now or hereafter payable by the Corporation as may be required to complete the refinance or any such real property; to do and perform all things, transact all business, make, execute and acknowledge all other contracts, orders, subordinate lien deeds of trust, mortgages, promissory notes, security instruments, closing statements, loan disclosure and right of rescission statements, and any other instruments which may be requisite or proper to effectuate the refinancing of any such real property (and improvements thereon, as applicable), Page 1 z d 96E ON Wd00 :6 E006 inr U7/29/2003 'I'UE 14:43 FAX 2812772650 MICHAEL NOONAN a003 4,44 Bakri El Hakam —pit km*. oatutv Mary El Hakam Ziad Hakam CERTIFIED COPY OF RESOLUTIONS ADOPTED AT A MEETING OF THE BOARD OF DIRECTORS OF Middle East Equipment Company,Inc. FINALLY RESOLVED, that the President [or designated officer], is hereby authorized to execute and deliver any and all listing agreements, closing documents required to market and carry out the sale of any real property(and improvements thereon, as applicable) owned by the Corporation, now or in the future, including without limitation, deed(s), with warranties of title as the President [or designated officer] deems adequate, and to receive the consideration therefor, including, without limitation, deferred consideration in the form of a promissory note or notes, bearing interest and being payable and secured as the President[or designated officer] may deem appropriate, estoppel or certification affidavits and letters, closing statements and all other documents as the P officer] may deem appropriate, [or designated I do further certify that the foregoing resolutions have not been altered, amended, revoked or rescinded, and now remain in full force and effect, and do further certify that Bakri El-Hakam is the President, and Ziad Hakam is the Secretary of the Corporation, each duly elected and each serving in such capacity. IN WITNESS WHEREOF, I have hereto set my hand as the Secretary of the Corporation as of the 29thday of July, 2003 . , ZLGZr Ziad Hakam , Secretary SUBSCRIBED AND SWORN TO BEFORE ME on this the day of July, 2003, A.D. byZiad Hakam, Secretary of Middle East Equipment Company, Inc. as Corporation. , #1,g, tary Public, State of Texas Printed Name ; -TelmaAnri V I (ar/ekl My Commission Expires: (y/00/06 JEANA ANN VILLARREAL ���♦►fir . ' Notary Public,State of Texas ,•;;;;... �.f MY Commission Expires ',onto JUNE 6,2006 Page 2 E 'd 96E 'ON MOO ,/ COO '67, '1nr • v s : ._..__rr. .. :.:.. .r.... �,t._... ,. AGREEMENT OF ASSIGNMENT For Ten Dollars and other good and valuable consideration received, James E. Gerland, Trustee, as "Buyer" under that certain Commercial Contract - Unimproved Property, entered into as of May 2003 by and between Buyer and Middle East Equipment Company, Inc., hereinafter referred to as "Seller", the Commercial Contract - Unimproved Property hereinafter referred to as "Contract", and City of Friendswood, as assignee of all of Buyer's right, title and interest under the Contract, hereinafter "Assignee", hereby enter into this Agreement of Assignment ("Agreement") and agree as follows: 1. Buyer hereby assigns all right, title and interest in and to, and all rights and privileges under, the Contract to Assignee, and Assignee hereby agrees to be bound by and perform the Contract as Buyer thereunder and further accepts all such right, title and interest in and to, and accepts all such rights and privileges under, the Contract from Buyer. 2. Assignee hereby assumes all obligations and liability of Buyer under the Contract and agrees to defend, indemnify and hold harmless Buyer from all such obligations and liability. 3. Buyer represents and warrants to Assignee that there are no existing defaults under the Contract and that the Contract is not subject to offset, rights of rescission or other claims except as is expressly stated in the Contract. 4. This assignment binds, benefits and may be enforced by the successors in interest of the parties. 5. This assignment shall be construed under the laws of the state of Texas, and is entered into in Galveston County, Texas. Page 1 of 2 Dated ri/30 )03 (2A flames E. Gerland, Trustee CITY OF FRIENDSWOOD Dated 1-1/I3O /03 By: ie-1-1-"--(2-e. ' irn baiI lit). ?r-izend;n'. Mats o r Page 2 of 2 COMMITMENT FOR TITLE INSURANCE Issued by S"1 A 4t t. k / First American Title Inslrince Company `H. THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A,AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW. We,First American Title Insurance Company,will issue our title insurance policy or policies(the Policy)to You(the proposed insured) upon payment of the premium and other charges due,and compliance with the requirements in Schedule B and Schedule C.Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will insure your interest in the land described in Schedule A.The estimated premium for our Policy and applicable endorsements is shown on Schedule D.There may be additional charges such as recording fees,and expedited delivery expenses. This Commitment ends ninety(90)days from the effective date,unless the Policy is issued sooner,or failure to issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires.P In witness whereof,the Company has caused this commitment to be signed and sealed as of the effective date of commitment as shown in Schedule A,the commitment to become valid and binding only when countersigned by an authorized signatory. ATTEST First American Title Insurance Company �`�t.. IN /'/77 yBy: 447 o ; Secretary PRESIDENT SIMMER 24 cf. l%/ < :r " aiCoAuthorized Signature CONDITIONS AND STIPULATIONS 1.If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment,that is not shown in Schedule B, you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects our liability. If you do notify us, or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred. 2. Our liability is only to you,and others who are included in the definition of Insured in the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements or to acquire the interest in the land.Our liability is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy: Insuring Provisions,Conditions and Stipulations,Exceptions and Exclusions. FORM T-7 CA Commitment for Title Insurance(04-04-02) EXHIBIT "A" Being a 10.000 acre (435,588 square foot) tract of land situated in the George W. Patterson Survey, Abstract No. 645, Galveston County, Texas, and being all of that certain called 10.00 acre tract conveyed to Middle East Equipment Company, Inc., described in Warranty Deed with Vendor's Lien filed under County Clerk's File No. 9637849, Film Code No. 011-53-2478 of the Official Public Records of Real Property of Galveston County, Texas, and being more particularly described by metes and bounds as follows, with the basis of bearings being the deed calls of said 10.00 acre tract: BEGINNING at a 1-1/2-inch iron pipe found marking the northernmost corner of said 10-00 acre tract, the westernmost corner of that certain called 1.212 acre tract conveyed to the Galveston County Consolidated Drainage District, described in Special Warranty Deed filed under County Clerk's File No. 2005018923, Film Code No. 018-24-1714 of said Official Public Records, and being on the southeast right-of-way line of South Parkwood Avenue (F.M. 528), a 180 foot wide right-of-way; THENCE South 44 deg. 48 min. 00 sec. East, with the northeast line of said 10.00 acre tract, same being the southwest line of said 1.212 acre tract, at a distance of 660.06 feet, pass a 5/8-inch iron rod with cop (stamped "C.L. Davis") marking the southernmost corner of said 1.212 acre tract, and a west corner of the residue of that certain called 115.586 acre tract conveyed to George A. Bofysil, Jr., described in Quitclaim Deed filed under County Clerk's File No. 8537569, Film Code No. 004-10-2007 of said Official Public Records, continuing with the said northeast line of the 10.00 acre tract, some being a southwest interior line of said Bofysil residue tract, for a total distance of 1000.00 feet to a 1-inch iron pipe found marking the easternmost corner of said 10.00 acre tract and a west interior corner of said Bofysil residue tract; THENCE South 44 deg. 46 min. 15 sec. West, with the southeast line of said 10.00 acre tract, same being a northwest line of said Bofysil residue tract, a distance of 435.60 feet to the southernmost corner of said 10.00 acre tract, the easternmost corner of the residue of that certain called 21.8110 acre tract conveyed to Friendswood Lakes, Inc., described in Special Warranty Deed with Vendor's Lien filed under County Clerk's File No. 2000031706, Film Code No. 0,14-67-1552 of said Official Public Records, and from which a 1/2-inch iron rod found bears South 20 deg. 37 min. East, 0.36 feet; THENCE North 44 deg. 48 min, 00 sec. West, with the southwest line of said 10.00 acre tract, same being the northeast line of said residue of the 21.8110 acre tract, at a distance of 332.24 feet, pass the northernmost corner of said residue of the 21.8110 acre tract, same being the easternmost corner of that certain collective called 6.6778 acre tract conveyed to Eagle Creek Investments, Ltd., described in General Warranty Deeds filed under County Clerk's File Nos. 2001042793 and 2002025802, Film Code Nos. 015-94-1379 and 016-89-0053 of said Official Public Records, and from which a 5/8-inch iron rod with cap found bears South 27 deg. 23 min. East, ;0.36 feet, continuing with the said southwest line of the 10.00 acre tract, same being the northeast line of said 6.6778 acre tract, at a distance of 671.86 feet, pass a 5/8-inch iron rod with cop (stamped "Tritech") found which bears South 45 deg. 12 min. West, 0.10 feet, continuing at 691.56 feet, pass a 5/8-inch iron rod with cap (stamped 'Tritech") found which bears North 45 deg. 12 min. East, 0.31 feet, continuing for a total distance of 1000.00 feet to the westernmost corner of said 10.00 acre tract, the northernmost corner of said 6.6778 acre tract, being on the said southeast right-of-way line of South Parkwood Avenue (F.M. 528), and from which a 1- inch iron pipe found bears South 22 deg. 21 min. East. 0.31 feet, and also from which a 5/8-inch iron rod with cap (stamped "Tritech") found bears South 70 deg. 01 min. East, 0.82 feet; THENCE North 44 deg. 46 min. 15 sec. East, with the northwest line of said 10.00 acre tract, same being the said southeast right-of-way line of South Parkwood Avenue (F.M. 528), at a distance of 402.48 feet, pass a Texas Department of Transportation (TxDOT) brass disk in concrete, continuing at 408.13 feet, pass a 1 1/2-inch iron pipe, continuing for a total distance of 435.60 feet to the POINT OF BEGINNING and containing 10.000 acres (435,588 square feet) of land. First American Title Insurance Company First American Title Insurance Company Texas Commitment T-7(Rev. 6-27-02) Valid Only if Schedule A, B,C,D and Cover are attached Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identification purposes and does not override Item 2 of Schedule B hereof. First American Title Insurance Company First American Title Insurance Company Texas Commitment T-7(Rev.6-27-02) Valid Only if Schedule A, B,C,D and Cover are attached ( 6. We must be furnished with a Corporate Resolution of the Board of Directors of Middle East Equipment Company, Inc., authorizing the transaction and naming the officers authorized to execute the necessary documents. NOTE: Closer should be satisfied as to the corporate status of said corporation and that same is in good standing. 7. The right is reserved to make and insert additional exceptions and/or requirements based upon the review of the survey, up to and including the issuance of the Policy. 8. ARBITRATION: The Owner Policy of Title Insurance (Form T-1), the Mortgagee Policy of Title Insurance Form (Form T- 2), and the Texas Short Form Residential Mortgagee Policy of Title Insurance (T-2R) contain an arbitration provision. It allows the insured or the Company to require arbitration if the amount of insurance is $1,000,000 or less. If the Insured wants to retain the right to sue the Company in case of a dispute over a claim, the Insured must request deletion of the arbitration provision before the Policy is issued. The Insured may do this by signing the Deletion of Arbitration Provision form and returning it to the Company at or before the closing of the real estate transaction or by writing to the Company. 9. Good Funds in an amount equal to all disbursements must be received and deposited before any funds may be disbursed. Partial disbursements prior to the receipt and deposit of good funds are not permitted. Good Funds means cash, wire transfer, certified checks, cashier's checks and teller checks. 10. In the event the transaction covered herein is a refinance transaction the borrower may be entitled to use a prior survey subject to title company requirements. NOTICE: Escrow Agent(i)has no liability on a check until the check has cleared; (ii)shall not be liable for any interest or other charge on the Earnest Money and shall be under no duty to invest or re-invest funds held by it at any time unless otherwise agreed in writing;and(iii)may receive financial benefits from depository institutions based, in whole or in part, on the maintenance of escrow deposits which may or may not include the Earnest Money described herein. First American Title Insurance Company By. f1 Authorized Countersignature (]KD/ML) First American Title Insurance Company First American Title Insurance Company Texas Commitment T-7(Rev.6-27-02) Valid Only if Schedule A, B,C,D and Cover are attached First American Title Insurance Company SCHEDULE D The following disclosures are made pursuant to Procedural Rule P-21 promulgated by the State Board of Insurance: 1. UNDERWRITER: First American Title Insurance Company,a California corporation. Shareholder owning or controlling,directly or indirectly,ten percent or more of the shares of First American Title Insurance Company: Wholly owned subsidiary of The First American Financial Corporation,a public company. Directors of First American Title Insurance Company: Gary J. Beban,J.David Chatham,William G.Davis,Craig I. DeRoy,James L. Doti, Lewis W.Douglas,Jr., Paul B.Fay,Jr.,Donald P. Kennedy,Parker S. Kennedy,Gary L.Kermott,Thomas A. Klemens,John W. Long, Herbert B.Tasker, Frank E.O'Bryan,James M.Orphanides,Roslyn B.Payne,D.Van Skilling,and Virginia M.Ueberroth,Martin R.Wool Officers of First American Title Insurance Company: Chairman of the Board: Parker S.Kennedy;Vice Chairman of the Board: Donald P.Kennedy; President:Gary Lewis Kermott;Vice President:Thomas A. Klemens;Vice President,Secretary,Corporate Counsel: Mark R.Arnesen;Vice President,General Counsel:Timothy P.Sullivan;Vice President,Chief Financial Officer:John R.Thoma; Regional Vice President:Tom E. Blackwell 2. AGENT:(APPLICABLE TO THE FOLLOWING DIRECT OPERATIONS): First American Title Insurance Company-Austin Division First American Title Insurance Company-Corpus Christi Division First American Title Insurance Company-El Paso Division First American Title Insurance Company-Fort Worth Division First American Title Insurance Company-Houston Division First American Title Insurance Company-San Antonio Division First American Title Insurance Company-Tyler Division First American Title Insurance Company-Waco Division Shareholder,owner,partner,or other person having,owning or controlling ten percent(10%)or more of an entity that has,owns or controls one percent(1%)or more of the Title Insurance Agent: The First American Corporation If the Title Insurance Agent is a corporation,the following is a list of the members of the Board of Directors: Gary J. Beban,J.David Chatham,William G.Davis,Craig I. DeRoy,James L. Doti, Lewis W. Douglas,Jr.,Paul B.Fay,Jr.,Donald P. Kennedy,Parker S. Kennedy,Gary L.Kermott,Thomas A.Klemens,John W. Long, Herbert B.Tasker,Frank E.O'Bryan,James M.Orphanides, Roslyn B.Payne,D.Van Skilling,and Virginia M.Ueberroth,Martin R.Wool If the Title Insurance Agent is a corporation,the following is a list of its officers: Chairman of the Board: Parker S.Kennedy;Vice Chairman of the Board: Donald P. Kennedy; President:Gary Lewis Kermott;Vice President:Thomas A. Klemens;Vice President,Secretary,Corporate Counsel: Mark R.Arnesen;Vice President,General Counsel:Timothy P.Sullivan;Vice President,Chief Financial Officer:John R.Thoma; Regional Vice President:Tom E. Blackwell "You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this commitment relates. Upon your request,such disclosure will be made to you. Additionally,the name of any person,firm or corporation receiving any sum from the settlement of this transaction will be disclosed on the closing or settlement statement. "You are further advised that the estimated title premium*is: Owner Policy $ Mortgagee Policy $ Endorsement Charges $ Total $ Of this total amount$ or % (complete only one)will be paid to the policy issuing Title Insurance Company; $ or % (complete only one)will be retained by the issuing Title Insurance Agent;and the remainder of the estimated premium*will be paid to other parties as follows: Amount To Whom For Services $ or %(complete only one) $ or %(complete only one) $ or %(complete only one) 'The estimated premium is based upon information furnished to us as of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the State Board of Insurance." First American Title Insurance Company First American Title Insurance Company Texas Commitment T-7(Rev.6-27-02) Valid Only if Schedule A, B,C,D and Cover are attached First American Title Insurance Company We Are Committed to Safeguarding Customer Information In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information—particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing,the types of nonpublic personal information that we may collect include: • Information we receive from you on applications,forms and in other communications to us,whether in writing, in person, by telephone or any other means; • Information about your transactions with us,our affiliated companies,or others;and • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or(2)as permitted by law. We may, however, store such information indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers,such as title insurers,property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies,home warranty companies,and escrow companies. Furthermore,we may also provide all the information we collect,as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer,our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. ©2001 The First American Corporation •All Rights Reserved IMPORTANT NOTICE AVISO IMPORTANTE FOR INFORMATION, OR PARA INFORMACION, 0 TO MAKE A COMPLAINT PARA SOMETER UNA QUEJA CALL OUR TOLL-FREE TELEPHONE NUMBER LLAME AL NUMERO GRATIS 1-800-347-7826 1-800-347-7826 ALSO TAMBIEN YOU MAY CONTACT PUEDE COMUNICARSE CON THE TEXAS DEPARTMENT EL DEPARTAMENTO DE SEGUROS OF INSURANCE AT DE TEXAS AL 1-800-252-3439 1-800-252-3439 to obtain information on: para obtener information sobre: 1. filing a complaint against an insurance 1. como someter una queja en contra de company or agent, una compania de seguros o agente de 2. whether an insurance company or agent seguros, is licensed, 2. si una compania de seguros o agente de 3. complaints received against an insurance seguros time licencia, company or agent, 3. quejas recibidas en contra de una 4. policyholder rights, and compania de seguros o agente de seguros, 5. a list of consumer publications and 4. los derechos del asegurado, y services available through the 5. una lista de publicaciones y servicios para Department. consumidores disponibles a traves del Departamento. YOU MAY ALSO WRITE TO TAMBIEN PUEDE ESCRIBIR AL THE TEXAS DEPARTMENT OF INSURANCE DEPARTAMENTO DE SEGUROS DE TEXAS P. O. BOX 149104 P. O. BOX 149104 AUSTIN, TEXAS 78714-9104 AUSTIN, TEXAS 78714-9104 FAX NO. (512) 305-7426 FAX NO. (512) 305-7426 (�� Keller Williams Realty TEXAS ASSOCIATION OF REALTORS® COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2002 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: Middle East Equipment Company, Inc. Address: P.O.Box 770756 Houston,Texas 77215-0756 Phone: Fax: Buyer: James E. Gerland Trustee Address: 1830 Nasa Road One Suite 100, Houston,Texas 77058 Phone: 713-818-1144 cell 281-335-0335 office Fax: 281-336-3131 2. PROPERTY: A "Property" means that real property situated in Galveston/Is County, Texas (acldTeSs) -WWI that is legally described on the attached Exhibit "A" &"AI" or as follows: B. Seller will sell and convey the Property together with: (1) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (2) Seller's interest in all leases, rents, and security deposits for all or part of the Property; and (3) Seller's interest in all licenses and permits related to the Property. (Describe any exceptions, reservations, or restrictions in Paragraph 11 or an addendum.) 3. SALES PRICE: A At or before closing, Buyer will pay the following sales price for the Property: 4 I o i 000 vo (1) Cash portion payable by Buyer at closing $ • :00 (2) Sum of all financing described in Paragraph 4 (3) Sales price (sum of 3A(1) and 3A(2)) $ l° 9(14fri �N (TAR-1802)2-6-02 Initialed for Identification by Buyer , Seller 0 Page 1 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806) 342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", B. Adjustment to Sales Price: (Check(1) or(2) only.) ❑ (1) The sales price will not be adjusted based on a survey. l (2) The sales price will be adjusted based on the latest sgryey btained under Paragraph 6B. (a) The sales price is calculated on the basis of$ -' r: 904 ® (i) square foot of ❑ total area M net area. C0./ ❑ (ii) acre of ❑ total area ❑ net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: ® (i) public roadways; l (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and ® (iii) as stated in Exhibit"B" (c) o • adjustment ustment to the sales price will be made to the cash 1 portion of the sales price payable by Buyer. 4. FINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: ❑ A Third Party Financing: One or more third party loans in the total amount of$N/A . This contract: ❑ (1) is not contingent upon Buyer obtaining third party financing. ❑ (2) is contingent upon Buyer obtaining third party financing in accordance with the attached Financing Addendum. ❑ B. Assumption: In accordance with the attached Financing Addendum, Buyer will assume the existing promissory note secured by the Property, which balance at closing will be $N/A ❑ C. Seller Financing: The delivery of a promissory note and deed of trust from Buyer to Seller under the terms of the attached Financing Addendum in the amount of$N/A 5. •EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $10,000.00 as earnest money with First American Title (title company and escrow agent) at 17225 El Camino Real,Suite 100 Houston,TX.77058 (title company's address). Buyer will deposit additional earnest money of$N/A on or before: ❑ (i) the N/A th day after Buyer's right to terminate under Paragraph 7B(3) expires; or ❑ (ii) N/A . The title company is the escrow agent under this contract. B. If Buyer fails to timely deposit the earnest money, Seller may terminate this contract by providing written notice to Buyer before Buyer deposits the earnest money and may exercise Seller's remedies under Paragraph 15. C. Buyer may instruct the escrow agent to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. (TAR-1802)2-6-02 Initialed for Identification by Buyer , Seller bit', Page 2 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806)342-0217 May 02 03 01 : 10p FAX MESSAGE 7137791219 p. 2 p. c May 02 03 11 : 32a CammeAnai Contract-Unimproved Property Concerning See Exhibit"A"& Al", 6. TiTLE POLICY AND SURVEY: A Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owners Policy of Title Insurance (the title policy) eesued `e the title eon-peel iii the amiount of the sale:i price, dated at or after closing, insuring P,uyer against Kiss under the title policy, subject only to. (a) those title exceptions permitted by this contract or as may.be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, connflicts, or shortages in area and boundary ,yj� i lines, or any encroachments or protrusions, or any overlapping improvements s" lam" (a) will not be amended or deleted from the title policy. ret-the-eve'rae of ---&Buyer U Setter. (f i (3) Buyer may object to any restrictive covenants on they Property within the time required under l Paragraph 6C. (4) Within 20 days after the effective date, Seller will furnish Buyer a commitment for title insurance / (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the comrtatn rent and related documents to Buyer at Buyer's address. B. Survey'. (1) Within 90 days after the effective date: I (a) Buyer will obtain a s�ufvey of the Property at Buyer's expense and deliver a copy of the survey to Seller. et-0 �01743V Gegieee steep' w r /4 Sz t,Z ee e. rllep.ec'„ f1 ie ❑ (b) Seiler, at Seller's expense, will furnish Buyer a surrey of the Properly dated after the effective date. ❑ (c) Seller will deliver a true and correct copy of Seler's existing survey of the Property dated . Seller, at Seller's expense: ❑ (i) will have the existing survey recertified on a date not earlier than ❑ (ii) will not have the existing survey recertified. Seller ❑ will ❑ will not deliver to the title company an affidavit required by the title company for approval of the survey that states that Seller knows of no changes or alterations to the Property as depicted on the survey (2) The survey required under Paragraph 6B(1) must be made by a Registered Professional Land Surveyor acceptable to the title company. The survey must (a) identify the Property by metes and bounds or platted lot description; (b) show that the survey was made and staked on the ground with corners permanently marked; (c) set forth the dimensions and total area of the Properly; (d) show the location of all improvements, highways, streets, roads, railroads, rivers, creeks or other waterways, fences, easements, and nghts-of-way on the Property with all easements and rights-of-way referenced to their recording information; (e) show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Property lying in a special flood hazard area (an "A' or "V zone as shown on the current Federal Emergency Management Agency (FEMA) flood insurance rate map); and (f) contain the surveyor's certificate that the survey`� is true and correct. (TAR-1802)2-6-02 Initialed for Identification by Buyer ee , Seier Q 11W Page 3 of 13 Form produced by Realty One Software,PO Box 24339,Amarillo,TX 79105,(806);142 0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", C. Buyer's Objections to the Commitment and Survey: (1) Within 30 days after Buyer receives the commitment, copies of the documents evidencing the title exceptions, and any required survey, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed constitute a defect or encumbrance to title other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V' zone as defined by FEMA); �l N 70° (2) Seller may, but is not obligated to, cure Buyer's ti y objections within 20 days after Seller receives the objections. The closing date willibe extended as necessary to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(3)(a), will be refunded to Buyer. (3) Buyer's failure to timely object or terminate under this Paragraph 6C is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: ❑ A Present Condition: (Check(1) or(2) only.) ❑ (1) Buyer accepts the Property in its present "as-is" condition. ❑ (2) Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: B. Feasibility: (1) Delivery of Property Information: Within 20 days after the effective date, Seller will deliver to ato Buyer the following items to the extent that the items are in Seller's possession -or aro rowdily . Any item not delivered is deemed not to be in Seller's possession or readily available to Seller. The items Seller will deliver are: (a) copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; (b) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; (c) copies of all previous environmental assessments, studies, or analyses made on or relating to the Property; (d) property tax statements for the Property for the previous 2 calendar years; (e) plats of the Property; (f) copies of current utility capacity letters from the Property's water and sewer service provider; and (g) copies of all prior lease,easements and agreements pertaining to the Property,including all modifications supplements,or amendments thereto,and all realeses,termination or cancellations thereof. (TAR-1802)2-6-02 Initialed for Identification by Buyer 1 ' , Seller 066 Page 4 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806)342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", (2) Inspections, Studies, or Assessments: (a) Within 120 days after the effective date, Buyer, at Buyer's expense, may complete or cause to be completed inspections, studies, or assessments of the Property. Inspections, studies, or assessments may include, but are not limited to: (i) physical property inspections; (ii) economic feasibility studies; (iii) environmental assessments; and (iv) engineering studies. (b) Buyer must: (i) employ only trained and qualified inspectors and assessors; (ii) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (iii) abide by any reasonable entry rules or requirements that Seller may require; (iv) not interfere with existing operations or occupants of the Property; and (v) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (c) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. (3) Feasibility Period and Right to Terminate: Buyer may terminate this contract for any reason within 120 days after the effective date by providing Seller with written notice of termination. If Buyer does not terminate within the time required, Buyer accepts the Property in its present "as is" condition with any repairs Seller is obligated to complete under this contract. (Check only one box). ® (a) If Buyer terminates under this Paragraph 7B(3), the earnest money will be refunded to Buyer less $1,000.00 that Seller will retain as independent consideration for Buyer's right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the full amount specified in Paragraph 5 to the escrow agent. The independent consideration is to be credited to the sales price only upon closing of the sale. ❑ (b) Buyer has paid Seller$N/A as independent consideration for Buyer's right to terminate by tendering such amount directly to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B(3), the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration ❑ will ❑ will not be credited to the sales price upon closing of the sale. (4) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (i) return to Seller all those items described in Paragraph 7B(1) that Seller delivered to Buyer and all copies that Buyer made of those items; and (ii) deliver copies of all inspection and assessment reports (excluding economic feasibility studies) related to the Property that Buyer completed or caused to be completed. This Paragraph 7B(4) survives termination of this contract. (5) Contracts Affecting Operations: After Buyer's right to terminate under 7B(3) expires, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's prior written approval. �/ (TAR-1802)2-6-02 Initialed for Identification by Buyer /69 , Seller Or, Page 5 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105,(806)342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", 8. BROKERS: A The brokers to this sale are: Keller Williams Realty 0445492 Bofysil Real Estate 66719 Cooperating Broker License No. Principal Broker License No. 1830 Nasa Road One Suite 100 Houston,Texas,7705 1650 Highway 6#170 Sugar Land,TX 77478 Address Address 281-335-0335 281-482-9062 281-744-1643 281-242-3825 Phone Fax Phone Fax Cooperating Broker represents buyer. Principal Broker: (Check only one box.) • represents Seller only. ❑ represents Buyer only ❑ is an intermediary between Seller and Buyer. B. Fees: (Check only one box.) ❑ (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. El (2) At the closing of this sale, Seller will pay: Cooperating Broker a total cash fee of: Principal Broker a total cash fee of: ® 2.5 % of the sales price. ® 2.5 % of the sales price. ❑ ❑ The cash fees will be paid in Cttiveston/Harris County, Texas. Seller authorizes escrow agent to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 8 without the written consent of the brokers affected by the amendment. 9. CLOSING: 'A The closing of the sale will be on or before August 31,2003 or within 7 days after objections to title have been cured, whichever date is later (the closing date). If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. B. At closing, Seller will execute and deliver, at Seller's expense, a ® general ❑ special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property at closing: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. (TAR-1802)2-6-02 Initialed for Identification by Buyer ;i"' , Seller 11 Ur, Page 6 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806)342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" &Al", C. At closing, Seller, at Seller's expense, will also deliver: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; and (5) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. D. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the escrow agent; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; and (3) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. E. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 10. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Until closing, Seller will operate the Property in the same manner as on the effective date. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 11. SPECIAL PROVISIONS: (Identify exhibit if special provisions are contained in an attachment.) (a)One or more of the principals in this transaction is a licensed real estate broker/agent in the State of Texas (b)Acceptance of the Property by Buyer shall be on,an quote "as is,where is,with all faults basis" In accordance with Addendum "C" 12. SALES EXPENSES: A Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other ��provisions of this contract. (TAR-1802)2-6-02 Initialed for Identification by Buyer g , Seller 61C1°�, Page 7 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806)342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses (for example, application fees, origination fees, discount fees buy-down fees, commitment fees, appraisal fees, assumption fees, recording fees, tax service fees, mortgagee title policy expenses, credit report fees, document preparation fees, interest expense that Buyer's lender requires Buyer to pay at closing, loan related inspection fees, amortization schedule fees, courier fees, underwriting fees, wire transfer fees, and other fees required by Buyer's lender); (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) copy and delivery fees for delivery of the title commitment and related documents; and (7) other expenses that Buyer will pay under other provisions of this contract. 13. PRORATIONS, ROLLBACK TAXES, RENT, AND DEPOSITS: A Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 13A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller changes the use of the Property before closing or if a denial of a special valuation on the Property claimed by Seller results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of the Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 13B survives closing. .C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 13C survives closing. 14. CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration paid under Paragraph 7B(3)(a), will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election, belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced. (TAR-1802)2-6-02 Initialed for Identification by Buyer /6" , Seller OW-, Page 8 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806)342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", 15. DEFAULT: A If Buyer fails to comply with this contract, Buyer is in default and Seller may: (1) terminate this contract and receive the earnest money as liquidated damages, thereby releasing the parties from this contract; or(2) 5ue }-v/2.0/ 14 MO�t' v4L, 5 evr497 „ I 6 B. If, without fault, Seller is unable wi in the time allowed to deliver the commitment, Buyer may: (1) terminate this contract and receive the earnest money, o `x713(i)*Pareh___ as the sole remedy; or P'j' j �^ Gr S�fact 144 wwa'a " "7""' (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: p�,4ji C xditt�Z M I� L (1) terminate this contract and receive the earnest money, c16(3)(0,) Paragraph 7D(3)fe), as liquidated damages, thereby releasing the parties from this contract; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 16 survives termination of this contract. 17. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. B. If both parties make written demand for the earnest money, escrow agent may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from all parties. C. If one party makes written demand for the earnest money, escrow agent will give notice of the demand by providing to the other party a copy of the demand. If escrow agent does not receive written objection to the demand from the other party within 30 days after the date escrow agent sent the demand to the other party, escrow agent may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. D. Escrow agent will deduct any independent consideration under Paragraph 7B(3)(a) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. E. If escrow agent complies with this Paragraph 17, each party hereby releases escrow agent from all claims related to the disbursal of the earnest money. F. Notices under this Paragraph 17 must be sent by certified mail, return receipt requested. Notices to escrow agent are effectiveyp77 upon receipt by escrow agent. 10 ■■■TERIA I CTS fi h — (TAR-1802)2-6-02 Initialed for Identification by Buyer° , Seller V! Page 9 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo, TX 79105, (806)342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", Condition Statement: e-4el ewing, except as dcccribcd-et €r- wce in this contract: -(a) arty subsurface: structures, pitc, waste, ; keiit (d) whether .thc PFepeFty is er lies e'er bee+a treed -fer the stark er diapeeel of he,ardous point, tads +held ('4e tho extent that it adveracly affecta thc health of ordinary occupants), xiat or ever oxiatcd on the Property; +` (f) -whether wetlands, as dcftncef-by federal er sale law er regulation, arc on the Property; and B. Each writte+a lease Seller is to furnish to Buyer under thic oerttrect must be i+i 4aU force end effect the I • . . . . nti/_ or damages; (�) any advance s ims n^id b ^ tAnl+nt I�ncIPr th IP^4P; uj lease; mod • 19. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. 20,FEDERAL TAX REQUIREMENT: If Seller is a "foreign person" as defined by applicable law, or if Seller fails to deliver at closing an affidavit that Seller is not a foreign person, then Buyer will withhold from the sales proceeds at closing any amount sufficient to comply with applicable tax law and deliver the amount withheld to the Internal Revenue Service (IRS), together with appropriate tax forms. IRS regulations require filing written reports if currency in excess of specified amounts is received in the transaction. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22. AGREEMENT OF THE PARTIES: A This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. (TAR-1802)2-6-02 Initialed for Identification by Buyer9/6 Seller mil'—' Page 10 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo, TX 79105, (806)342-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", B. This contract is to be construed in accordance with the laws of the State of Texas. C. This contract contains the entire agreement of the parties and may not be changed except in writing. D. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. E. Buyer El may ❑ may not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all obligations and liability of Buyer under this contract. F. Addenda which are part of this contract are: (Check all that apply.) ® (1) Property Description Exhibit identified in Paragraph 2; ❑ (2) Financing Addendum; ❑ (3) Commercial Property Condition Statement; ❑ (4) Notice to Purchaser of Real Property in a Water District (MUD); ❑ (5) Addendum for Coastal Area Property; ❑ (6) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway; ❑ (7) Addendum for Unimproved Property in a Certificated Service Area of a Utility Service Provider; and ® (8) Environmental Assessment,Threatened or Endangered Species and Wetland Addendum.Addendum "C" (Note: Counsel for the Texas Association of REALTORS® (TAR) has determined that any of the foregoing addendum which are promulgated by the Texas Real Estate Commission(TREC)or published by TAR are appropriate for use with this form.) 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the escrow agent receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. If the Property is not located within a municipality's limits or a municipal utility district (MUD) and is located in a certificated service area of a utility service provider (a utility, a water supply or sewer service corporation, or a special utility district organized and operating under Chapter 65, Water Code). §13.257, Water Code requires Seller to deliver a notice regarding the utility service provider to Buyer. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract. (TAR-1802)2-6-02 Initialed for Identification by Buyer. , Seller Of F, Page 11 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806)342-0217 May 02 03 01 : 1Op FAX MESSAGE 7137791219 p. 3 p. 3 May 02 03 11 :32a Commercial Contract-Unimproved Property Concerning See Exhibit"A"&Al", _ E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract. F. If the Property is located outside the limits of a municipality. the Property may now or later be included in the extra-territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's I_T.,I, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Brokers are not qualified to perform property inspections, !surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Selection of inspectors and repairmen is the responsibility of Buyer and not the brokers. 26.CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer b'/ 55:00 p.m., in the time zone in which the Property is located, on�3- h they offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficnency, legal effect, or talc consequences of this document or transaction.CONSULT your attorney BEFORE signing. Buyers Seller's Attorney is Attorney is Buyer: 2Tames E. Gerland,Trustee Seller: Mi cal Ea t E uipment,Co.tt By: /d-.4c, �illJezl By: P ed Name:James E.Gerland Trustee Printed Name: Middle East Equipment Company,Inc. Title: Title: 74 i 1)O✓T Buyer. Seller: By: By: —. Printed Name: Printed Name: Title: Title: (TAR-1802)2-r02 Page 12 of 13 Form produced by Realty One Software.PO Box 24119,Amarillo,TX 79105.(606):42-0217 Commercial Contract-Unimproved Property Concerning See Exhibit "A" & Al", AGREEMENT BETWEEN BROKERS Principal Broker agrees to pay Keller Williams Realty (Cooperating Broker) a fee of$ or 2.5 % of the sales price when the Principal Broker's fee is received. Escrow agent is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Keller Williams Realty Bofysil Real Estate Coop ing Broker Principal Broker By: jX ' By: ESCROW RECEIPT Escrow agent acknowledges receipt of: A. the contract on this day (Y\Q. A a acr5e6 (effective date); VI B. earnest money in the amount of$ I tvOn in the form of eV) y-1(,'? on (a 10)- Escrow Agent: V\ •c\mPC-06(— � It-\oi Address: \"1a. F Nur ,ir\c' fet k 5.4e100 By: pAktt_. - Phone: (' & ) SO4- \goo Fax: (;8c) d3( o \8� (TAR-1802)2-6-02 Page 13 of 13 Form produced by Realty One Software, PO Box 2489,Amarillo,TX 79105, (806)342-0217 Keller Williams Realty 10-25-93 A ;„ ENVIRONMENTAL ASSESSMENT,THREATENED OR ENDANGERED SPECIES, AND WETLANDS ADDENDUM PROMULGATED BY THE TEXAS REAL ESTATE COMMISSION(TREC) ADDENDUM TO EARNEST MONEY CONTRACT BETWEEN THE UNDERSIGNED PARTIES CONCERNING THE PROPERTY AT See Exhibit"A"&Al", (Address) ® A. ENVIRONMENTAL ASSESSMENT: Buyer,at Buyer's expense,may obtain an Environmental Assessment Report prepared by an environmental specialist. B. THREATENED OR ENDANGERED SPECIES: Buyer, at Buyer's expense, may obtain a report from a natural resources professional to determine if there are any threatened or endangered species or their habitats as defined by the Texas Parks and Wildlife Department or the U.S.Fish and Wildlife Service. ® C. WETLANDS: Buyer, at Buyer's expense,may obtain a report from an environmental specialist to determine if there are wetlands,as defined by federal or state law or regulation. Within 120 days after the Effective Date of the contract,Buyer may terminate the contract by furnishing Seller a copy of any report noted above and adversely affects the use of the Property and the Earnest Money shall be refunded to Buyer. If Buyer does not furnish Seller a copy of the unacceptable report within the prescribed time and give Seller notice that Buyer has terminated the contract,Buyer shall be deemed to have accepted the Property. Azzio g4„7/46„,/, 4/di/Ad B James E.Gerland Trustee Seller Middle East Equipment Company,Inc. Buyer Seller The form of this addendum has been approved by the Texas Real Estate Commission for use only with similarly approved or promulgated forms of contracts. No representation is made as to the legal validity or adequacy of any provision in any specific transactions. It is not suitable for complex transactions.(10-93)TREC No.28-0 Realty One Software,PO Box2489,Amarillo,TX 79105(888)383-8515 No. 430. Q 1 1 -33-2486 EAll1B1T "A" Tho surface only of 10.00 •acres of land. situated in Lot 1, of the BURGESS SUBDIVISION, of section 6, B.S. t F. Survey, Abstract 645, according to the map of records in Book 119. Page 14 in the Office of the County Clerk of Galveston County. Texas. and being more particularly described by metes and bounds as follows* BEGINNIING at a point in the Southeast right- of-way of Farm Road 528, from which a 1-1/4 inch iron pipe marking the intersection of Northeast line of Lot 1 with the Southeast right-of-way line of Farm Road 528 bears N 44 Degrees 46 Minutes 15 Seconds E - 610.0 feet; THENCE south 44 Degrees- 48 Minutes East, a distance of 1000.0 feet to a point for the East corner of the hei'eih described tract: THENCE South 44 Degrees 46 Minutes 15 Seconds west. a distance of 435.6 feet 'to a point for the South corner of the herein described tract; THENCE North 44 Degrees '4t3 Minutes West, a distance of 1000.0 feet to a point for the West corner of the herein described tract in • the Southeast right-of-way line of Farm Road • 528; THENCE North 44 Degrees 46 Minutes 15 Seconds East along and with the Southeast line of - Farm Road 528, a distance of 435.6 feet to the PLACE of BEGINNtNING and containing 10.0 acres of land. FILED AND RECORDED Official Public Records of Real Property j� tj _ RECORDER'S MEMORANDUM At the time of recordation,this Instrument 9-12-96 09:12 AM HOOD_P $19.00 9637850 was found to be Inadequate for the best Patricia Ritchie - Co. Clerk photographic reproduction because of II- Galveston Co. TX legibility,carbon or photo copy,discolored paper,etc.All blackouts,additions and changes were present at the time the instru- ment was filed and recorded. Fitle Data FA 172.22 .4.101 GV 9637850.006 . r....w.�..,..... -7 -,ii i i I I.vi Ln 1 1 11/1 vim in l lvl l JLI\Y 1l.LJ Iiu.CIJ r..i • eX/01/r 4 4 .tip / • 'Iltilk .. . l 0., PG ko 7.4 N. 061 •, pp� - ,,. N. G O ti, ` '0 P �o�O �1.' • 00 �� / ti Pc' </' tiO j� �� / m f, PL • / / 00 / , /• 0. ,0 / / 6p I / 7`'S /' 'per co • / FPS co- // • • .s0 / • '�C / - / / ON PG 22 ep, .ti�• �� PG Opp rb`- �. �\`' `' �� / .. 2 ,;;/N¼NNN:N 4. a � ii y o� \'\ • / \ EXHIBIT"B" Paragraph 3(B)(2)(b)(iii): Private roadways; areas occupied or utilized by anyone besides Seller; areas subject to encroachments, protrusions, or any overlapping improvements; areas subject to discrepancies, conflicts or shortages in area or boundary lines; areas subject to claim of title by anyone besides Seller; and all other grants, conveyances,restrictions, limitations or rights of access or use. r+Pr—vt —U 5 U1 : U3P P . 14 WAR-28-2003 12:06PM FROIF-Middle East Equipment Company +713-T79-0300 T-396 P 024/025 F-4Z6 (' II ADDENDUM", PROPERTY CONDITION: BUYER ACKNOWLEDGES THAT IT IS FULLY RELYING ON BUYER'S (OR BUYER'S REPRESENTATIVES') INSPECTIONS OF THE PROPERTY AND NOT UPON ANY STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE (OR PURPORTEDLY MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES. BUYER ACKNOWLEDGES THAT BUYER HAS (OR BUYER'S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING DATE WILL _ HAVE, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE ENVIRONMENTAL, CONDITION OF THE PROPERTY), AND BUYER ACKNOWLEDGES THAT BUYER IS RELYING SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES') INSPECTION, EXAMINATION AND EVALUATION OF THE PROPERTY. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONTRACT AND THE PURCHASE, BUYER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE IN ITS "AS-IS, WHERE IS" CONDITION, WITH ALL FAULTS, AND WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, EXCEPT ONLY THE TITLE WARRANTIES EXPRESSLY SET FORTH IN THE DEED DATED ON THE CLOSING DATE. WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING,IN CONNECTION WITH THE SALE OF THE PROPERTY TO BUYER, THE SALE OF THE PROPERTY IS WITHOUT ANY WARRANTY, AND SELLER AND SELLER'S OFFICERS, AGENTS, DIRECTORS, EMPLOYEES, ATTORNEYS, CONTRACTORS AND AFFILIATES (COLLECTIVELY, "ULLER'S RELATEIZPARTIES") HAVE MADE NO, AND EXPRESSLY AND SPECIFICALLY DISCLAIM, AND BUYER • .. ACCEPTS THAT SELLER AND SELLER'S RELATED PARTIES HAVE DISCLAIMED, ANY AND ALL REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW (EXCEPT AS HEREINABOVE PROVIDED), OF OR RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, OF OR RELATING TO: (I) THE OWNERSHIP,USE, INCOME POTENTIAL, EXPENSES, OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION, WARRANTIES OF SUITABILITY, HABITABILTrY, MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR A PARTICULAR PURPOSE, OR GOOD AND WORKMANLIKE CONSTRUCTION; (II) THE NATURE, MANNER, OR CONDITION OF THE PROPERTY, ON THE SURFACE OR SUBSURFACE THEREOF, WHETHER OR NOT OBVIOUS, VISIBLE OR APPARENT; (III) THE ENVIRONMENTAL CONDITION OF THE PROPERTY AND THE PRESENCE OR ABSENCE OF OR. CONTAMINATION BY HAZARDOUS MATERIALS, OR THE COMPLIANCE OF THE PROPERTY MAR-2B-2003 12:06PM v FROM-►liddl• East Equipment Capany +113-7To-0300 T-396 P.025/OZ5 P-IZ6 P " 1 5 WITH ALL REGULATIONS OR LAWS PERTAINING To HEALTH OR THE ENVIRONMENT, INCLUDING, BUT NOT LIMITED TO COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, TINE RESOURCE CONSERVATION AND RECOVERY ACT, THE CLEAN WATER ACT, THE TEXAS HEALTH AND SAFETY CODE AND THE TEXAS WATER CODE, EACH AS MAY BE AMENDED TIME, AND INCLUDING ANY AND ALL REGULATIONS, RULOM ES TO EGOR POLICIES PROMULGATED THEREUNDER („ EtilymoymbitrALLaws AND (IV) THE SOIL CONDITIONS, ��)' FLOODING CHARACTERISTICS, UTILITIES OR OTHER CONDMONS�EXISTING IN, ON OR UNDER THE PROPERTY. BUYER THE PROPERTY SUBJECT TO ALL RISKS, AGREES TO ACCEPT DAMAGES AND COSTS, INCLUDING ANY LIABILITY LIABILITIES,TH RESPECT CLAtM`O ENVIRONMENTAL LAWS (AND AGREES THAT SELLER SSHAI J NOT BE LIABLE FOR ANy SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES)RESULTING OR ARISING FROM OR RELATED TO THE CONDITION THEREOF. IN CONS SE OF PROPERTY, BUYER IS NOT RELYING ON ANY REPR TING THE ENNTTATIONSTOR STATEMENTS (ORAL OR WRITTEN) WHICH MAY HAVE BEEN MADE OR MAY BE MADE BY SELLER OR SELLER'S RELATED PARTIES, AND IS RELYING SOLELY UPON BUYER'S OR ITS REPRESENTATIVES' OWN PHYSICAL INSPECTION OF THE PROPERTY. BUYER ACKNOWLEDGES . THAT ANY CONDITION OF THE PROPERTY WHICH BUYER R DISCOVERS OR DESIRES TO CORRECT OR IMPROVE PRIOR TO OR ATTER THE CLOSING DATE SHALL BE AT BUYER'S SOLE EXPENSE. BIER EXPRESSLY WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY NOCLAIMS UNDER FEDERAL, STATE OR OTHER LAW �CLUDING, BUT NOT LIMITEDO T AND COMMON LAW, WHETHER SOUNDING IN N THAT BUYER MIGHT OTHER sE HAVE AGAINST ELLER RELATING TO THE ACQUISITION, DEVELOPMENT USE, CONDITION OF THE PROPERTY. �ARACTERLSTTCS OR SHALL SURVIVE THE PROVISIONS OF Tins PARAGRAPH THE CLOSING. 'L C 20QY)18922 4 ps STEVFIT TITLE HOUSTON DIYIStOM i 93a-Do►i9JaicL 018-24- 1710 SPECIAL WARRANTY DEED THE STATE Or TEXAS 1 KNOW ALL MElt BY THESE PRESENTS: COUNTY OF GALVESTON That GEORGE A.BOFYSIL.JR.,hereinafter rate i'Grantor'(whether one ur more),for and to consideration of the sum of TER AND 00/100 (310.00) and other valuable consideration to the undersigned paid by the Grantee herein named, the receipt of which is hereby acknowledged. has GRANTED. SOLD,AND CONVEYED, and by these presents does GRANT.BELL. and CONVEY unto EAGLE CREEK INVESTMENTS, LTD.. •Texas limited partnership, herein called-Grantee" (ahether one cc more). all of the following property situated to Garton County,'texaa,to wit All that certain 1.212 acres oat of Lot 1,Burgess Subdivision according to the plat thereof filed in Book 119,Page 14,Galveston County Map Records. George W. Patterson Survey,Abstract Number- 648 and being oat of the same tract of land es described in a ttuitolaim deed dated 09-18.1886 from Ratio Bofys!Marut to George A.Boty.U, Jr.as flied in Official Records of Real Property of Galveston County at Clerk'.File Number 85-37589, Film Code Number 004.10-2007 and being more particularly described by metes and bounds as follows; (Reprints based on the southeasterly right-of-way line of Farm Market Road 528 to be N 44'34' 32'6js Commencing at 5/8" iron rod with cap marking the north corner of that certain tract of land as described in a deed dated 02-02-1979 from George A. Rafyall. Jr. to Friend.wood Drainage District tiled to Book 3091, Page 266 Galveston County Deed Records and being on the soatbwterly right- of-way line of Farm Market Road 528(ISO'wide;;Thence 8 44'34 52 W- 200.00'with the southeasterly right-of-way 111141 of said Farm Market Road 528 to point (unable to set point due to power pole) marklag the west corner of said Frfeadawood Drainage District tract and also marking the POINT OF BEGINNING at herein described tract: 1. Thence$ 44' 54' 18'E-460.22' (deed 680.00') with the southwest Brae of said Frlendswood Drainage District tract a found 1/2" Iron pipe for corners 2. Tkcaco S 44' 41' 55" W 80.02' to a set 5/8" iron rod with cap (stamped C.L.Davis-RPLS 44641 for corset; 3. Thence N 4-4' 64' 10" V - 850.08' with the northeast line of that certain tract of land a.described in a deed dated 06-09.1989 from Minhel Makisal to Middle Lart Equipment Company.Inc. as filed in Official Records of Real Property of Galveston County at Clerk's File Number 90-02438.Film Code Number 008.81-0736 to a 1 1/2' Iron pipe for Corner, 4. Thence N 44"84'52"B-80.00'with the southeasterly right-of-way line of said Farm Market Road 528 to the POINT OF BEOWNO00 and coatatning 1.212 acres(52.815 square feet)of land more or dew. 70 HAVE AND TO MOLD the above described premises. together with all and singular the rights and appurtenances thereto In anywlee belonging unto the said Grantee,it.heirs and Spu1'l WarrantyDeed(Cash) Page 1 of S 446 q Z •d OOZE 13C83E01 dH WdL L s E EOOZ as ?IdH 018-24- 1711 assigns forever,and Grantor does hereby bind himself,his hells.executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, Its heirs and aaaigns,against every person whomsoever lawfully claiming or to claim the same or any part thereof except as to the reservations front and exceptions to conveyance and warranty wriest the claws is by,through,or under Grantor but not otherwise_ Property is conveyed "As Is', 'Where Is" and 'With All Faulta' without any representations or warranty whatsoever as to its condition,fitness(or any particular purpose, merchantability,or any other warranty,express or fmphed,except(or the warranty of title This conveyance la subject to all valid ousting casements,liens and charges of record Grantor,Its officers,directors,agents,employees,attorneys and contractors.expressly dlsclatrn any warranty of habitability, suitability or fitness for a particular purpose and expressly disclaim any warranty as to the environmental condition of the Property and the presence of or contamination by hazardous materials.Grantee is not relying an any representations made by Grantor or Grantor's agents,employees.attorneys or contractors.Grantee expressly waives,to the extent allowed by law, any claims under federal, state or other law that Grantee might otherwise have against Grantor relating to the condition of the Property. There is specifically reserved to Grantor,tun heirs and assigns,all the oil,gas and other mmersis In.under,on or which may be produced, mined, extracted or removed from the proper ty described In Exhibit 'A" attached hereto for all purposes except surface rights Grantors hereby convey all beneficial surface control that Grantor has rights to as at the date of this Deed,if any,in and to the Property Grantor hereby reserves for himself. his heirs and/or Altair Development and Affiliates a 60 x 660 foot deep Ingress and egress easement for a future public road along the north property line of a ten acre tract owned by Mid East Equtpcnent Co for access to the remaining Lot 1, Burgess Subdivision Grantor for the consideration and subject to the reservations from and exceptions to conveyance and Warranty does hereby GRAM,SELL,and CONVEY to Grantee to the Property, together with all and singular the rights and appurtenances thereto In any wise belonging,to have and hold It to Grantee,Grantee's successors and assigns forever. Grantor binds Grantor and Grantor's heirs. executors, adrnlntsiratora and successor&and assigns to warrant and forever defend all and singular the Property to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the reservations and exceptions to the conveyance and warranty When the context requires.singular nouns and pronouns Include the plural EXECUTED T ISjXn/pay of 61 1" O0/20 R K lO I111 L ,£A>7J,j JR Special Warranty[iced(Cash) Page 2 of 3 4), s E "d OOZE 13C213SH1 dH WdL l t E EOOZ ZZ ddli 018-24- 1712 AFEaoWISWIYEIT THE STATE OF TEXAS 1 COUNTY OF HARRIS a Th1a Instrument was acknowledged before me on this L day of 20 0 3 by GEORGE A.soma.,JR. e:tary Public in State of TEXAS ROSEMARY SUAR Z Hoary ouorc,stale at Texas My Comma=Expos 8-21.2004 BIZ ere&to ut s�►+rnt5,i,,.,,�, ta.R,t, t TO: RETURPI TO PREPARED V4 THE LAW OF}7CE OF: MURRAY Et LAM,L L P 700 Ocu lni.Sutte 220 Houston.Tetras 77058 Telephone 281/488-0830 WV 03200110(3 OS) Special warranty Deed(Cash) Page 3 013 OOZE 13C213SH1 dH WdLT :C 6002 ZZ 21dd APR 22 2003 3: 17PM HP LFISERJET 3200 P, 5 AS313 u%Nf 3' BIb11 J LJIJH &JPN zz661o£0oz u�d 9i3t 9� u toot lll-VZ-8 ! 0 477 lajdP ''( A11134U3d 11/38 3p 93800321 3119f1d 11131330 BE38( 03113 APR 22 2003 3: 17PM HP LASERJET 3200 p, S ST ART.TITLE DIMS/ION QF�i 2t111,N1 7L3 4 �S 96bM I Q (CCU 018-24- 1714 SPECIAL WARRANTY DEED THE STATE OF TEEM I KNOW ALL MEN BY THEM FRESZNT& COUNTY OF OALVEBTON I That EAGLE CREEK INVESTMENTS, LTD.,a Tesas limited pertnenbip.hereinafter called"Grantor" (whether one or more). for and in eonaideratton of the sum of TEN AND 00/100 (810.00) and other valuable consideration to the undersigned paid by the Grantee herein named, the receipt of which ie hereby acknowledged. has GRANTED. SOLD, AND CONVEYED, and by these presents does ORANT, BELL. and CONVEY unto GALVESTON COUNTY CONSOLIDATED DRAINAGE DISTRICT, herein called "Grantee"(whether one or more),all of the following property situated in Galveston County,Texas,to wit All that certain 1.212 aces oat of Lot 1.Burgess Babditsion according to the plat thereof filed in Book 119,Page 14.Galvestna County Map Records, George W.Patterson Survey, Abstract Namber- 648 and being oat of the same tract of land as described in a quitclaim deed dated 09.1e-1966 from Katie Botyst)Mural to George A-Bofysd,Jr.as filed Is Official Records of Real Property of Galveston County at Clerk's File Number 88-37689.Film Code Number 004-10-2007 and being more particularty described by metes and bounds as follows; (Bearings based on the**titheastern tight-of-way line of Farm Market Road 628 to be N 44'34'52'E); Commencing at 6/6' Iron rod with cap marking the north corner of that certain tract of land as desw&ed in a deed dated 02-02-1979 from George A. Botyall,Jr. to Mendawuod Drainage Datrict filed in Book 3091.Page 266 Oalvestoa County Deed Records sad befag on the southeasterly right: Lim)1 of Farm Market Road 618 pan'wide);Thane 144'S4' 61'W 200.00'with the southeasterly right-of-way line of said Fars Market Road 1528 to point (unable to act point due to power pole) marking the west corner of said Priendswood Drainage District tract and Mao marking the POINT OF BROWNING of herein described tracts 1. Thence 8 44' 54' 18'E -680.22'(deed 860.00')with the southwest line of said Frtendswood Drainage District tract a found 1/2"iron pipe for corms: 1. Tbeaee 144' 41' 55' W - 80.02' to a set 6/8" Iron rod with cap (stamped C.L.Davis-APES 4464)for cornea; 3. Thence N 44' 54' 10" W- 560.08'with the northeast lane of that certain treat of lend as described in a deed dated 06.09-1989 from Michel idahtsal to 14144le East Equipnrat Company, Inc.es Bled in Metal Reeorda of Real Property of Galveston County at Cles is File Number 90-02438,Filar Code Number 008-81-0798 to a 1 1/2'Iron pipe for corner; 4. Thence N 44'84'52't-80.00'with the southeasterly right-of-way line of said Farm Market Road 628 tb the POINT OF BEGINNING sad containing 1.212 acres(62.816*gears feet)of land more or less. TO HAVE AND TO HOLD the above described premises, together with ail and singular the rights and appurtenances thereto in anyelse belonging unto the said Grantee.its heirs and Special warranty Deed ICaah) Page 1 of 3 APR 22 2003 3: 18PM HP LASERJET 3200 P, 7 018-24- 1715 asslglus forever,and Grantor dots hereby bind himself,his heirs,executors and administrators to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, its heirs and assigns.agatnitt every person whomsoever lawfully claiming or to claim the same or any part thereof except as to the reservations from and exceptions to conveyance and warranty when the claim is by,through,or under Grantor but not otherwise. Property is conveyed 'As is", 'Where Is' and 'With All Faults' without any representations or warranty whatsoever as to its condition.fitness for any particular purpose, merchantability,or any other warranty,express of implied.except for the warranty of title This conveyance is subject to all valid existing easements,liens and charges of record. Grantor,its officers.director&agents.employees.attorneys and contractors.expressly disclaim any warranty of habitability, suitability or fitness for a particular purpose and expressly disclaim any warranty as to the environmental condition of the Property and the presence of or contamination by hazardous materials.Grantee to not retying an any representations made by Grantor or Grantor's agents,employees,attorneys or contractors Grantee expressly waives.to the extent allowed by law. any claims under federal, state or other law that Grantee might otherwise have against Grantor relating to the condition of the Property There to specifically reserved to Grantor,his heirs and assigns,all the oil.gas and other minerals in.under,on or which maybe produced, mined, extracted or removed from the property described in Exhibit "A" attached hereto for all purposes except surface rights. Grantors hereby convey all beneficial surface control that Grantor has rights to as at the date of this Deed,if any,In and to the Property Grantor hereby reserves for himself, his heirs and/or Altair Development and Affiliates a 60 x 660 foot deep bngresa and egress easement for a future public road along the north property line of a ten acre tract owned by Mid East Equipment Co.for access to the remaining Lot 1. Burgess Subdivision Grantor for the consideration and subject to the reservations from and ezneptiona to conveyance and Warranty does hereby GRANT.SELL,and CONVEY to Grantee to the Property, together with all and singular the rights and appurtenances thereto In any wise belonging,to have and hold it to Grantee,Grantees successors and assigns forever Grantor binds Grantor and Grantor's heirs. executors, administrators and successors and assigns to wan-ant and forever defend all and singular the Property to Grantee and Grantee's successors and assigns against every person whommoever lawfully claiming or to claim the same or any part thereof, except as to the reservations and exceptions to the conveyance and warranty When the cotitexf requires,singular nouns and pronouns tndude the plural. EZECtTIED THIS day d ,20 EAGLE GREEN INVEST MENT'S,LTD.. a Texas limited partnership EV: FRLENDSWOOD LASES,INC., Generaalli eSr ttlY:/ F. Its: / 4;deft Special Warranty Deed Kash) Page 2 of 3 APR 22 2003 3: 18PM HP LASERJET 3200 p, 8 • 018-24- 1716 • AaDIOWIXDGMICNT THE STATE OF TEXAS • I COUNTY OF HARRIS TM' This Instrument was acknowle d bet are me on Oda�Q day 20 n3.by WRLIAM F.MCICHILL. A.=.dr r, orrfulaiD69700D LAMM INC..General Partner of EAGLE CRIER I NVEAT11IEPIT$.LTD.,a Tans limits}yarherahlP. L lDA K YOST 5/itkln--4<nand 4'4 NOTARYPerss E � � ► 5�1Y es Tsras The State of TEXAS (1'+r, Nr/Cynm 8xp.05-21.2005 GRANTEES'IE, �ADDRESS: R RECORDING.RETURN TO: ClelRETURN TO enb.0 Cat Ty /".61161 PREPARED IN TER LAW OFFICE OP: MURRAY&LOBS,L.L.P 700 Gemini,Suite 220 Houston.Taus 77068 Telephone 28L/488-0830 GP*03200139(9 09) Special Warranty Deed(Cash} Page S of 3 APR 22 2003 3: 18PM HP LASERJET 3200 p. 9 FILED AND ENDED . OFFICIIL Pt1BLIC RECORD£ OF REAL. PROPERTY 77,,,t# ,z, , 018-24- 1717 2003 PI 2 0 ..Pt1 �3016923 Mary An0. 9je MH 61. CLERK(